Terms & Conditions
Thank you for your purchase of products and/or services ("Products") from Medical Specialties Distributors, LLC. ("MSD''). These Terms and Conditions (“Terms”) govern all sales made by MSD, unless covered by a prior existing written contract signed by MSD. Terms and conditions submitted that are inconsistent with, that modify or add to, these Terms, are rejected unless made in writing and signed by MSD. These Terms exclusively govern all MSD sales of Products.
PRICING AND PAYMENT:
All invoices are payable in accordance with stated terms and are deemed paid when payment is received by MSD. Invoices paid by credit cards acceptable to MSD are subject to a processing fee of 2.75%. Any taxes imposed upon the sale, delivery, use or consumption of MSD’s products and services are the responsibility of the Customer. All sums not paid by Customer within stated terms shall accrue interest at the lower of two percent (2%) per month or the maximum interest rate allowed by law, prorated on a daily basis. Customer shall be liable for MSD's cost of collecting past due amounts, including, without limitation, reasonable attorney fees and disbursements. Any disputed amounts should be reported immediately, with the undisputed amount remitted by the invoice due date. MSD will timely credit Customer for agreed-to billing errors. Customer acknowledges that failure to pay any proper invoice amount when due shall constitute a material breach by Customer of its contract with MSD. Without prejudice to any of its other rights, MSD may withhold shipments of any orders if Customer has not paid all its invoices when due.
SHIPPING AND HANDLING:
Customer orders in excess of established minimum order values shall be shipped FOB shipping point via normal ground delivery. Large or heavy products are subject to freight surcharges regardless of order value (including but not limited to IV irrigation and cleaning solutions, enteral formulas, disposable incontinence products, IV poles, cold/hot packs, sharps containers, 'mail back’ systems and re-closable poly bags). Service charges will be added to invoices for expedited shipping or specialized delivery requests. Unless expressly set forth on the face hereof, orders totaling less than $200.00 are subject to a $15.00 handling charge plus normal freight charges will apply.
Title to products and all risk of loss and damage passes to Customer upon delivery by MSD to a common carrier selected by MSD, unless specified by Customer in its order.
Product returns will only be accepted if approved in advance and in accordance with these Terms. Please call Customer Service at 800-967-6400 within two (2) business days of receipt of a shipment to request a Return Goods Authorization number (“RGA”). Approved returns must be: shipped freight prepaid, have an RGA number clearly marked on the outside of each carton returned, be in the original manufacturers’ packaging and be suitable for resale; all returns are subject to a restocking charge equal to 20% of the invoice amount or $25.00, whichever is greater. Credit for returned goods is conditioned upon MSD's inspection and approval of such goods upon receipt. Special orders, open or damaged packages and products held by Customer for more than thirty (30) days are not eligible for return.
Count and inspect your delivery before the carrier departs, shipments with known and/or visible damage upon delivery should be refused and returned to the carrier. If Customer accepts delivery of product with visible damage, it must be reported to the carrier and documented on the Bill of Lading at the time of delivery in order to avoid being held responsible for payment of the product delivered. Acceptance of a package with no known or visible sign of damage that upon full inspection is determined to have been damaged in transit must be reported to MSD’s Customer Service Department within 48 hours in order to obtain further instructions.
LIMITATIONS OF LIABILITIES AND WARRANTIES:
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR (I) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR RELIANCE DAMAGES, (II) ANY COST OF PROCUREMENT OF SUBSTITUTE HEALTHCARE PRODUCTS, RENTAL EQUIPMENT OR EQUIPMENT SERVICES, OR (III) ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE OR PROFITS THAT THE PARTY MAY SUFFER, DIRECTLY OR INDIRECTLY, REGARDLESS OF THE FORM OF ANY ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE OFFENDING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MSD BE LIABLE FOR ANY DAMAGES IN EXCESS OF AMOUNTS THAT THE CUSTOMER HAS PAID TO MSD IN RENTAL FEES WITH RESPECT TO SUCH DEVICE OR HEALTHCARE PRODUCT SALES OR EQUIPMENT SERVICES WITH RESPECT TO SUCH PRODUCT OR SERVICE. EXCEPT AS PROVIDED HEREIN, ALL WARRANTIES ARE HEREBY DISCLAIMED, WHETHER EXPRESSED OR IMPLIED OR ARISING BY OPERATION OF LAW, TRADE, USAGE OR COURSE OF DEALING, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. PRODUCTS DISTRIBUTED, BUT NOT MANUFACTURED, BY MSD ARE NOT WARRANTED BY MSD AND CUSTOMER MUST INSTEAD RELY ON THE REPRESENTATIONS AND WARRANTIES, IF ANY, PROVIDED DIRECTLY TO THE CUSTOMER BY THE MANUFACTURER OF SUCH PRODUCTS.
All sales are made subject to and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of laws and principle thereof. Other than as necessary to enforce any final judgment, award or determination, any action brought pursuant to or in connection with this transaction shall be brought only in the state courts of, or the federal courts in, the Commonwealth of Massachusetts without regard to its conflict of laws provisions. In any such action, both parties submit to the personal jurisdiction of the state courts of, and federal courts located in, the Commonwealth of Massachusetts and waive any objections to venue of such courts.
Discounts and Other Reductions in Price:
Customer is responsible for fully and accurately accounting for and reporting the dollar value of any discounts or other reductions in price (“Discounts”) provided by MSD pursuant to the Federal anti-kickback statute and the safe harbor regulation concerning discounts. Customer is responsible for disclosing fully and accurately all Discounts received from MSD to the relevant government entities as required by the safe harbor regulation concerning discounts.