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PMI, Inc. - Terms & Conditions of Sale

1. Acceptance.  These terms and conditions are the complete and exclusive statement of the terms of sale for all products (the “Products”) supplied by Pro Med Instruments, Inc. (“PMI”) to the party to whom the attached purchase order confirmation or invoice is addressed (“Customer”).  Customer shall be deemed to have agreed to all of these terms and conditions by its issuance of a purchase order for a Product, acceptance of any Products, or otherwise.  The acceptance by PMI of any order of the Products is expressly conditioned upon Customer accepting all of these terms and conditions without modification. 
2. Product Orders
. All purchase orders must be in writing & Fax to: 239-369-2370 or e-mailed to pmi.us@pmisurgical.com. No order shall be final until accepted by PMI.  Upon receipt of a Product order, PMI shall endeavor to deliver Products within two (2) weeks for products available in its inventory.  For special orders and orders for Products not in PMI’s inventory, additional delivery time may be required.  Prices, specifications, and terms of sale are subject to change without notice.
3. Delivery.  Unless otherwise specified by PMI in writing, all prices are F.O.B. PMI’s facility in Florida, with Customer assuming all risk of loss to the Products while in transit.  Customer may designate a common carrier and the method of transporting the Products.  PMI may, in its sole discretion, fulfill Product orders through partial shipments.  Customer shall report all damage to ordered Products or insufficient Product deliveries in writing to PMI and to the common carrier within three (3) days of Customer’s receipt of such Products.  Non-delivery of ordered Products must be reported to PMI and to the common carrier in writing within fourteen (14) days from the date of PMI’s invoice for such Products.
4. Terms of Payment.  Payment for Product orders shall be due thirty (30) days following the date of PMI’s invoice.  Customer shall pay a late charge equal to two percent (2%) per month for all invoiced amounts not paid when due.
5. Taxes. Prices do not include any federal, state, or local taxes, or other similar governmental charges.  Customer shall pay all such taxes and charges, and shall reimburse PMI for any such taxes and charges that it is required to pay.
6. Returned Merchandise.  Customer shall not be entitled to return Products without prior authorization from PMI.  Permission must be obtained from PMI prior to returning any product and the Return Material Authorization (RMA) number must be referenced on all documents and shipments.  Permission to return merchandise for evaluation should not be interpreted to mean that credit will be given.  We reserve the right to hold approval on all returned merchandise until our Quality Assurance Department has completed their inspection.  We may issue credit, repair, or replace the product at our discretion, depending on the results of the inspection.  Sterile products must be returned in unopened, undamaged cartons, packed to prevent damage.  Non-sterile products must be returned in unused saleable condition in original package. Custom or special order products will not be accepted for credit.  A restocking fee of 10% will be charged for products returned within 30 days.  A restocking fee of 20% for products returned between 31-60 days. Single-use products over 90 days are not returnable. Custom Products and Used Products are not returnable.
7. Warranty.  PMI warrants to Customer that the Products will be free from defects in material and workmanship for one (1) year from the date of original shipment.  THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  The foregoing warranty shall not extend to any Products which have been subject to misuse, neglect, accident, improper installation, to Products used in violation of instructions furnished by PMI, or to Products which have been repaired or altered by anyone other than personnel authorized by PMI.
8. Sole Remedy
  In the event that any of the Products fails to comply with the warranty contained in Section 7 of these terms and conditions, the exclusive remedy available to Customer shall be for PMI, at its option and in its sole discretion, to either repair or replace the Product.  Notwithstanding the generality of the foregoing, PMI shall not be required to repair or replace a Product unless and until such Product is returned to PMI for examination and PMI determines in its reasonable discretion that the Product is defective.  All repairs and replacements made under pursuant to this Section 8 shall be F.O.B. PMI’s facility in Florida, and Customer shall be responsible for delivery of repaired or replaced Products.
9. Limitation of Liability
. In no event shall Customer be entitled to recover incidental, consequential, or special damages of any kind, or any losses, costs, expenses, liabilities or damages, whether direct or indirect, whether or not resulting from or contributed to by the default or negligence of PMI, its agents, employees or subcontractors, which might be claimed as the result of the use or failure of the Products.  In no event shall PMI’s liability for any claim exceed the purchase price of the goods in question.  Furthermore, in no even shall PMI be responsible for injury or damage to persons or property due to improper modification or installation of a Product.
10. Government Access to Records.  If, and only if, these terms and conditions are determined to be a contract within the purview of §1861(v)(l)(l) of the Social Security Act (§952 of the Omnibus Reconciliation Act of 1980) and the regulations promulgated in implementation thereof at 42 CFR Part 420, PMI shall make available to the Comptroller General of the United States, the Department of Health and Human Services (“HHS”) and their duly authorized representatives, the books, documents and records and such other information as may be required by the Comptroller General or Secretary of HHS to verify the nature and extent of the costs of Products provided by PMI hereunder.  The obligation of PMI to make records available shall extend for four (4) years after the date on which it last delivers Products to Customer.
11. No Inducement to Patient Referral
.  No part of these terms and conditions shall be construed to induce, encourage, solicit or reimburse the referral, arrangement or recommendation of any patients or business, including any patients or business funded in whole or in part by a federal healthcare program.  No payment made under these terms and conditions shall be in return for, or intended to induce the referral of patients or business, including those paid in whole or in part by state or federal government programs.
12. Discounts and Rebates.  To the extent that these terms and conditions apply to any goods or services for which Customer may receive reimbursement from Medicare or any other federal or state healthcare program, Customer represents and warrants that it will take all steps necessary on its part to bring such transactions within the protection of the “Discount Safe Harbor” under 42 U.S.C. §1320a-7b(b)(3)(A) and/or 42 C.F.R. §1001.952(h).
13. Indemnification.  Customer shall defend, indemnify and hold harmless PMI, its affiliates and their respective officers, agents and employees, from and against all loss, liability, claim, action or expense, including reasonable attorneys’ fees, by reason of bodily injury, including death, and property damage, sustained by any person or persons, arising from or attributed to Customer’s use of the Products.
14. Precedence.  In the event that a provision of any purchase order or other document exchanged by the parties with respect to the contains provisions that are different from or additional to these terms and conditions, the provisions of these terms and conditions shall govern and such different or additional provisions shall be deemed objected to by PMI. 
15. Excused Performance; Force Majeure.  Although every reasonable effort will be made to fill orders to specifications, PMI shall not be responsible for late, partial, or non-delivery of Products due to shipment delays.  Additionally, PMI shall not be held responsible for failure of or delay in delivery of, nor shall Customer be held responsible for failure or delay in accepting, Products hereunder, if such failure or delay is due to an act of God or public enemy, war, government acts or regulations, fire, flood, embargo, quarantine, epidemic, labor strike or work stoppage by workers, inability to acquire raw materials, accident, unusually severe weather or any other cause similar to any of the foregoing that is beyond their control.
16. Dispute Resolution.  Any controversy or claim arising out of or relating to this contract, or the breach thereof, or the supply of products or services to Customer, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association and shall be governed by the Laws of the State of Florida, USA.  The place of arbitration shall be Lee County, Florida or such other place as PMI and Customer agree in writing.
17. Revision Date.  
September 2015.
pro med instruments, Inc. 4529 SE 16th Place, Suite 101, Cape Coral, FL 33904 

Phone: 1-239-369-2310, Fax: 1-239-369-2370, E-mail: pmi.us@pmisurgical.com