Effective Date of Terms and Conditions; Modification
These Terms and Conditions of Sale (“Terms”) are effective for all Purchase Orders (defined below) placed by any buyer (“Buyer”) with Nationwide Medical Supply, Inc, LLC (“Nationwide”) on or after April 1, 2020 (the “Effective Date”). Unless otherwise agreed to in writing by Nationwide, on or after the Effective Date, these Terms will supersede all prior terms and conditions regarding the purchase by Buyer and sale by Nationwide of any and all medical supplies or personal protective equipment (“PPE”) sold by Nationwide (the “Products”). Nationwide reserves the right to further modify these Terms from time to time (the “Modified Terms) either upon written notification to Buyer by electronic mail or by posting any changes to the Nationwide website: www.nationwidemedicalsupplies.com (the “Nationwide Website”). The Terms contained on the Nationwide Website shall be the most current Terms and shall be effective for any Purchase Orders placed after such modification is published thereon. In the event of an inconsistency between these Terms and the current Terms contained on the Nationwide Website, the current Terms shall apply. BUYER SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND ANY MODIFIED TERMS UPON THE EARLIER TO OCCUR OF (I) BUYER SIGNING OR OTHERWISE AUTHENTICATING A PURCHASE ORDER OR (II) BUYER CONTINUING TO USE THE NATIONWIDE WEBSITE AND/OR PLACING A PURCHASE ORDER WITH NATIONWIDE BY ANY METHOD AFTER THE APPLICABLE EFFECTIVE DATE. Please note that by accessing or using any part of the Nationwide Website or placing any Purchase Orders, Buyer agrees that Buyer has read, understands, and agrees to be bound by these Terms and any Modified Terms. If Buyer does not agree to be so bound, Buyer should not use or access the Website or Place any Purchase Orders.
Buyer may order Products by completing a Nationwide purchase application available to Buyer by telephone or by visiting the Nationwide Website. The Purchase Order must include (1) contact information including name, company, phone number and email address, (2) shipping information including name and address; (3) type and quantity of Products; and (4) payment information. If the Products are being paid for by credit card, the Purchase Order must include the credit card information as well as a signature acknowledging that Nationwide is authorized to charge the Credit Card and that the signature is an authorized representative of the Buyer. All Purchase Orders are subject to acceptance by Nationwide at its sole discretion. Any terms or conditions in any Purchase Order that are inconsistent with or are in addition to these Terms or any Modified Terms shall be null and void. Nationwide shall use reasonable efforts to timely deliver orders accepted by Nationwide subject to availability, demand, inventory and other factors.
Buyer must pay for all Products upon execution of a Purchase Order. Any payment not made when due shall accrue interest up to the rate of 1.5% per month (18% A.P.R.) until paid in full. If payment is by check, such check shall be made out to Nationwide Medical Supply, Inc, LLC and delivered to Nationwide at 4880 Havana Street, Denver, Colorado 80239. No Purchase Order shall be deemed effective or accepted until two (2) days after such check is received by Nationwide.
The Products will be shipped to the destination specified by Buyer on a Purchase Order. All shipping dates are approximate only, and Nationwide will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver, when such delay or failure is due to any cause beyond Nationwide’s reasonable control. In the event of a delay beyond Nationwide’s reasonable control, Nationwide reserves the right to terminate the order or to reschedule shipment within a reasonable time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations or to a refund as the result of such delay. Orders in process may be cancelled or modified by Buyer only with Seller’s written consent. Neither credit nor a refund shall be allowed for Products returned or cancelled without the prior written consent of Nationwide.
Products delivered by Nationwide are obtained by Nationwide from an original manufacturer or third party supplier and are not warranted by Nationwide, but Nationwide agrees to assign to Buyer any warranty rights in such Product that Nationwide may have from the original manufacturer or third party supplier, to the extent such assignment is allowed by such original manufacturer or third party supplier.
IN THE EVENT BUYER RECEIVES A DEFECTIVE OR NONCONFORMING PRODUCT, BUYER SHALL NOTIFY NATIONWIDE WITHIN THREE DAYS OF DELIVERY OF SUCH DEFECTIVE OR NONCONFORMING PRODUCT OR IF THE DEFECT IS A LATENT DEFECT, BUYER SHALL NOTIFY NATIONWIDE WITHIN SEVEN DAYS OF NOTICE OF THE LATENT DEFECT IN ORDER TO OBTAIN A REPLACEMENT OR CREDIT, OR REFUND IF APPLICABLE UNDER THE REFUND POLICY.
EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY STATEMENT, NATIONWIDE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NATIONWIDE DOES NOT WARRANT THAT THE PRODCUTS ARE ERROR FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.
Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Nationwide, its parent, subsidiaries or affiliates, and their respective officers, directors, shareholders, members and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees and costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment not supplied by Nationwide; (iii) use of a Product in an application or environment for which it was not designed; or (iv) modifications of a Product.
Buyer may not delegate any duties nor assign any rights or claims hereunder without Seller’s prior written consent, and any such attempted delegation or assignment shall be void. The rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Colorado. Each party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts located in the City and County of Denver, Colorado in any action arising out of or relating to these Terms and waives any other venue to which it may be entitled by domicile or otherwise. In the event of any legal proceeding between Nationwide and Buyer relating to this Agreement, the prevailing party shall be entitled to collect from the non-prevailing party reasonable attorneys’ fees and costs.