Terms & Conditions of Purchase

Acceptance of Terms

These Terms and Conditions of Purchase are incorporated by reference into any Vendor Agreement between A Biomedical Service Inc. (Buyer) and the Seller of any Goods, Merchandise, or Services. The Purchase Order combined with these Terms comprises the complete agreement. A Biomedical Service conditions its purchases on Seller's acceptance of these terms, regardless of any conflicting provisions from the Seller. The Buyer explicitly rejects alternative terms unless an authorized Purchasing Manager approves them in writing. No modifications to Purchase Order terms are valid without such approval.

Receipt of Shipment

If delivery does not occur by the specified date, the Buyer may cancel without liability. Should the Seller need costlier shipping to meet the deadline, the Seller bears those increased expenses unless the Buyer caused the need for expedited handling.

Inspection

All delivered goods are subject to Buyer inspection and acceptance. Rejection does not eliminate Seller warranties. The Buyer may hold rejected goods at Seller's risk or return them at Seller's expense. The Seller must promptly reimburse the Buyer for damages, including freight costs, resulting from goods failing to meet Purchase Order specifications.

Unforeseen Events

The Buyer may delay delivery due to circumstances beyond its control, including government action, labor disputes, fire, severe weather, and acts of God. The Seller holds goods per Buyer direction during such delays. The Buyer pays only direct additional holding costs arising from unforeseeable causes.

Cancellation of Purchase Order

The Buyer retains modification and cancellation rights when goods do not meet specifications, are defective, prove unsatisfactory, or miss delivery timelines. During unforeseeable events affecting sales, the Buyer may cancel without cause. Liability is limited to the agreed price for goods already delivered. The Seller receives reimbursement for non-recoverable material and direct labor costs only — no overhead or anticipated profit allowances. The Buyer receives any pre-paid inventory.

Changes

The Buyer reserves the right to modify drawings, designs, specifications, materials, packaging, delivery time, and delivery location before the shipment or service date.

Product Images

Website product images serve illustrative purposes only. Actual products may differ from images shown due to enhancements or product modifications made after the image was taken.

Indemnification

The Seller must defend and hold the Buyer harmless from all damages, claims, liabilities, and expenses arising from goods defects, service failures, or Seller misconduct. This indemnification supplements warranty obligations and covers reasonable attorney fees incurred in enforcing these terms.

Seller Warranty

The Seller warrants that goods conform to all specifications and standards, arrive new or as specified, and contain no material or workmanship defects except as noted. Goods meet all labeling, advertisement, and packaging standards. All goods are merchantable, safe, and suitable for normal use. If the Seller knows the Buyer's intended purpose, goods must fit that specific use.

Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of Fresno County, California.