Terms & Conditions of Purchase
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF PURCHASE CAREFULLY. The following are Terms and Conditions of Purchase between Buyers (A Biomedical Service INC.) and all Sellers of Goods and Services.
These Terms and Conditions of Purchase are incorporated by reference into any Vendor Agreement between A Biomedical Service INC. and the Seller of any Goods, Merchandise, or Services. The Purchase Order, together with this Terms and Conditions of Purchase, shall be referred to as the “Purchase Order.” Whether a Purchase Order is defined as an offer or an acceptance or confirmation of purchase, A Biomedical Service INC. specifically conditions its purchase of the Goods on Seller’s consent to these terms, despite any difference, additions or conflicting terms contained within any terms proposed by Seller, whether before or after acceptance of a Purchase Order, and A Biomedical Service INC. specifically objects to and rejects all other terms unless they are explicitly communicated and approved of in writing by an authorized Purchasing Manager of A Biomedical Service INC. The Purchase Order contains the entire agreement between the Buyer and Seller with respect to the purchase and sale of Goods and Services. No modifications or additions to the terms set out in the Purchase Order will be valid.
Receipt of Shipment
If delivery is not made by the date specified in this Purchase Order, Buyer may, in addition to any other rights, cancel this order without any liability whatsoever. Should it become necessary for Seller to ship in a more expensive way than specified in Purchase Order, in order to ensure delivery by specified date, any increased transportation costs resulting from this shall be paid for by Seller unless the necessity for rerouting or expedited handling has been caused by Buyer.
All Goods delivered by the terms of this agreement are subject to final inspection and acceptance by Buyer. Acceptance shall not alter or affect the warranties of Seller specified in this agreement. Buyer may hold rejected Goods for Seller’s instructions and at Seller’s risk, or return them to Seller at Seller’s expense. In this case, Buyer shall require the correction or replacement of Purchase. Seller shall promptly reimburse Buyer for damages sustained by Buyer, including freight costs, as a result of failure of Goods to conform to the provisions and specifications set forth in the Purchase Order.
Buyer may delay delivery or acceptance of Purchase due to causes beyond its control. Seller shall hold such Goods at the direction of Buyer and shall deliver them when the cause affecting the delay has been removed. Buyer shall be responsible only for Seller’s direct additional costs in holding the Goods or delaying performance of this agreement at Buyer’s request. Causes beyond Buyer’s control shall include but are not limited to, government action or failure of the government to act where such action is required, strike or other labor issue, fire, unusually severe weather, or any other unforeseen act of God.
Cancellation of Purchase Order
Buyer retains the right to modify or cancel the Purchase Order or any part thereof, to refuse delivery of any Goods, and to return to or hold for the account of Seller any Goods already received by Buyer, upon Seller’s failure to comply to the terms of the Purchase Order or failure to make a delivery in accordance with shipping and instructions of Buyer which include:
- Goods supplied by Seller do not meet specifications as set out in Purchase Order
- Any Goods are defective
- Goods are not satisfactory to the Buyer
- Goods or Services are not delivered by the agreed upon timeline
In the event of any unforeseeable cause beyond control of Buyer, including any act or demand of the United States or any act of God or of the public enemy, terrorists, fire, flood, strike, embargo, failure of usual means of transportation and any other case which in the judgement of Buyer may adversely affect the sale of any Goods by Buyer. Buyer, in its discretion and without cause, reserves the right to cancel the Purchase Order or any part of the Purchase Order. Buyer’s maximum liability on account of such cancellation, to the Seller, shall be to pay only the agreed upon price for Goods that have been delivered as of the time cancellation becomes effective. Buyer shall reimburse Seller its actual costs of materials and direct labor expended by its attempt to fulfill the Purchase Order prior to the cancellation in reasonable anticipation of fulfillment of the Purchase Order. Such costs vary and are only considered that are absolutely not recoverable by Seller, provided that no allowance shall be made to Seller for any overhead or anticipated profit for undelivered Goods. Seller shall deliver to Buyer any inventory paid for by Buyer pursuant to the preceding.
Buyer reserves the right to make changes at any time prior to shipment of goods or date of service, in drawings, designs, specifications, materials, packaging, time, and place of delivery.
All product images shown on our website are for illustration purpose only and actual products may vary due to product enhancement or change.
Seller shall agree to defend, assure, and hold harmless Buyer against all damages, claims or liabilities, and expenses arising out of or resulting in any way from any defect in the Goods or Services purchased within the scope of this agreement, or from any act or error of Seller, its agents, employees or subcontractors. Expenses include but are not limited to attorneys’ fees. This indemnification shall be in addition to the warranty obligations of Seller.
Seller expressly warrants that all Goods or Services provided under this Purchase Order shall conform to all specifications and appropriate standards, will be new or in as-specified condition, and will be free from defects in material or workmanship except as specified in the details of Purchase Order. Seller warrants that all such Goods and Services will conform to any statements made on the container or labels or advertisements for such Goods or Services, and that any Goods will be adequately contained, packaged, marked, and labeled. Seller warrants that all Goods and Services furnished hereunder will be merchantable unless expressly noted in Purchase Order, and will be safe and appropriate for the purpose for which Goods or Services of that kind are normally used. If Seller knows or has reason to know the particular purpose for which Buyer intends to use the Goods or Services, Seller warrants that such Goods or Services shall be fit for such a use.