1. Terms of Sale
THIS TERMS AND CONDITIONS OF SALE APPLIES TO ALL QUOTATIONS MADE AND PURCHASE ORDERS ACCEPTED BY SLMP, LLC D/B/A SOURCE MEDICAL MEDICAL PRODUCTS (“SOURCE MEDICAL”) OR AMERICAN MASTER*TECH SCIENTIFIC, LLC D/B/A AMERICAN MASTERTECH, EACH INDIVIDUALLY OR COLLECTIVELY HEREIN REFERRED TO AS “SOURCE MEDICAL,” FROM ITS CUSTOMERS (EACH A “CUSTOMER”), WHETHER IN DOCUMENTARY FORM, TRANSMITTED BY ELECTRONIC MEANS OR MADE OR RECEIVED OVER THE TELEPHONE. SOME OF THE TERMS SET OUT HERE MAY DIFFER FROM THOSE IN CUSTOMER’S PURCHASE ORDER AND SOME MAY BE NEW. CUSTOMER’S ACCEPTANCE OF ANY SOURCE MEDICAL QUOTATION OR THE GIVING OR SUBMISSION OF ANY PURCHASE ORDER CONFIRMS, AND SOURCE MEDICAL’S ACCEPTANCE OF CUSTOMER’S ORDER IS CONDITIONED ON, CUSTOMER’S ASSENT TO THE PROVISIONS OF THIS TERMS AND CONDITIONS OF SALE IN LIEU OF ANY TERMS OR CONDITION IN CUSTOMER’S PURCHASE ORDER OR OTHER BUSINESS FORMS. SOURCE MEDICAL’S FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATIONS FROM CUSTOMER SHALL NOT BE DEEMED A WAIVER OF THE PROVISIONS HEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS TERMS AND CONDITIONS OF SALE SHALL NOT BE APPLICABLE TO PURCHASES MADE PURSUANT TO A SEPARATE WRITTEN AGREEMENT BETWEEN SOURCE MEDICAL AND CUSTOMER EXCEPT (1) TO THE EXTENT THIS TERMS AND CONDITIONS OF SALE IS REFERENCED THEREIN OR SPECIFICALLY MADE A PART THEREOF OR (2) WHERE THIS TERMS AND CONDITIONS OF SALE IS NOT OTHERWISE IN CONFLICT THEREWITH.
2. Acceptance or Rejection Orders
If Customer desires to purchase products from Source Medical (the “Products”), Customer must submit a written Purchase Order to Source Medical or order such Products from Source Medical Customer Service over the phone or through its website. Each of Customer’s orders for Products or parts is subject to acceptance or rejection by Source Medical, at Source Medical’s Home Office in Lake Bluff, Illinois. In addition to any specific rights of rejection set forth in this Terms and Conditions of Sale, Source Medical shall have the right to reject any order, in whole or in part, at its sole discretion.
3. Pricing
Pricing on a particular order is based on Source Medical quotations to Customer from time to time and, unless otherwise noted in such quotations, does not include freight charges.
4. Taxes
Prices do not include taxes of any nature. Customer shall pay any applicable taxes when invoiced by Source Medical, or shall supply tax exemption certificates in form satisfactory to Source Medical.
5. Shipments
5.1. FREIGHT. Freight terms are F.O.B., Source Medical’s loading dock, Lake Bluff, Illinois or other point of shipment. As requested by Customer, Source Medical will (1) prepay the freight charges on all shipments of Products and will bill Customer for the freight charges or (2) direct shipment to Customer’s own account (“Customer Directed Shipment”).
5.2. RISK OF LOSS OR DAMAGE. Regardless of the party paying freight charges, risk of loss of or damage to Products in transit shall be borne by Source Medical until delivery at Customer’s loading dock, except in instances of Customer Directed Shipment. For Products shipped via Customer Directed Shipment, risk of loss of or damage to Products in transit shall be borne by Customer commencing with the placement of the Products in the custody of a carrier or shipping agent at Source Medical’s loading dock.
5.3. SCHEDULED SHIPMENTS. If Customer desires more than one shipping date on a single purchase order, Customer shall designate the various requested shipping dates and the desired number of units in each shipment.
5.4. TIME OF SHIPMENT. While Source Medical will endeavor to ship Products as soon as possible during business days, all shipping and delivery dates are estimates only. HOWEVER, SOURCE MEDICAL SHALL IN NO EVENT BE LIABLE TO CUSTOMER FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, FOR FAILURE TO FILL ORDERS, IN WHOLE OR IN PART, DELAYS IN SHIPMENT OR DELIVERY, FAILURE TO NOTIFY CUSTOMER OF DELAYS OR OF THE ESTIMATED QUANTITY AVAILABLE TO CUSTOMER, OR ANY ERROR(S) IN THE FILLING OF ORDERS.
5.5. ALLOCATIONS. In the event of Product shortages, Source Medical shall have the right to allocate the available supply among its customers in such manner as determined by Source Medical at its sole discretion.
5.6. PARTIAL SHIPMENTS. Source Medical shall have the right to make partial shipments with respect to Customer’s orders, which shipments shall be separately invoiced and paid for when due, without regard to subsequent shipments. Delay in shipment or delivery of any particular installment shall not relieve Customer of its obligation to accept the remaining installments.
6. Terms Of Payment And Financial Requirements.
6.1. TERMS OF PAYMENT. For customers to whom Source Medical extends credit, terms of payment are net thirty (30) days from date of invoice.
6.2. ADVANCE PAYMENT. Source Medical, at its option, may require advance payment from Customer for any or all shipments of Source Medical Products (including shipping charges and applicable taxes), if, in the opinion of Source Medical, Customer does not qualify for credit terms. In such event, Source Medical may require payment by (1) certified or cashier’s check, (2) wire transfer or (3) payment by accepted credit card.
6.3. CREDIT LIMITS. If Source Medical elects to extend credit to Customer, Source Medical shall have the right to establish credit limits for Customer. Such credit limits or any other financial requirements established by Source Medical may be modified by Source Medical, from time to time, at Source Medical’s sole discretion.
6.4. DEDUCTIONS FROM PAYMENTS. Customer shall pay all invoices when due and shall refrain from making deductions of any kind from any payments due Source Medical. Source Medical’s acceptance of any partial payment shall not operate as an accord and satisfaction, and shall not preclude Source Medical from recovering any remaining balance, notwithstanding any endorsement or other writing by the Customer purporting to characterize such payment as payment in full.
6.5. DELINQUENCIES. If Customer becomes delinquent in any payment obligation to Source Medical or is in default of any credit or financial requirements established by Source Medical, or, if in the sole judgment of Source Medical, Customer’s credit becomes impaired, Source Medical shall have any or all of the following rights and remedies in addition to any other rights and remedies provided by applicable law:
- 6.5.1. Source Medical may refuse to accept any new orders, may cancel or delay shipments of any orders accepted previously, or may stop any shipments in transit
- 6.5.2. If Source Medical previously has extended credit to Customer, and Source Medical elects to make further sales to Customer, Source Medical may refuse to extend further credit.
- 6.5.3. Source Medical may declare all outstanding amounts immediately due and payable, notwithstanding any credit terms previously in effect.
- 6.5.4. Source Medical may cancel any outstanding Quotation, Purchase Order or Acceptance. Source Medical SHALL NOT BE LIABLE TO CUSTOMER FOR LOSSES OR DAMAGES OF ANY KIND, AS A RESULT OF THE EXERCISE BY SOURCE MEDICAL OF ITS RIGHTS AND REMEDIES HEREUNDER.
6.6. INTEREST. INTEREST SHALL ACCRUE ON ALL DELINQUENT AMOUNTS AT THE RATE OF ONE AND ONE‑HALF PERCENT (1‑1/2%) PER MONTH (EIGHTEEN PERCENT (18%) PER ANNUM) FROM THE DUE DATE OF INVOICE. However, if the maximum rate of interest permitted by applicable law or regulations is less than that provided for herein, then the interest shall be reduced to the maximum allowable rate.
6.7. ATTORNEY’S FEES AND COSTS. In the event that Source Medical institutes litigation to collect sums owed by Customer, Source Medical shall be entitled to an award of attorneys’ fees and costs incurred by Source Medical in connection with the litigation, if a judgment in Source Medical’s favor is entered in the litigation.
7. Limited Warranty And Service Provisions.
7.1. SCOPE OF LIMITED WARRANTY. Source Medical Products are warranted by Source Medical against defects in material and workmanship for period of one hundred twenty (120) days from the date of shipment to Customer (“Warranty Period”). This warranty is extended only to the original Customer hereunder. This warranty does not apply to: (1) Products which have been damaged as a result of accident, abuse, neglect; (2) Products used in an application or environment for which they were not designed, (3) damage occurring during shipment or delivery of the Products sent via Customer Directed Shipment (claims must be presented to the carrier), (4) Products which have been modified, altered, serviced or repaired by someone not authorized by Source Medical, (5) Product damage resulting from causes other than Product defects, including lack of technical skills, competence or experience of user, or (6) Products on which the serial number has been defaced, modified or removed.
7.2. NO OTHER WARRANTIES. EXCEPT AS PROVIDED ABOVE, EXPRESS WARRANTIES WITH RESPECT TO THE PRODUCT ARE HEREBY EXCLUDED. Source Medical neither makes nor assumes and does not authorize any other person to make or assume any obligation, liability or warranty in connection with the Products other than the limited warranty set forth above.
7.3. CLAIMS MADE DURING THE WARRANTY PERIOD. If any Products purchased by Customer prove defective during the Warranty Period, Customer shall return the Product to Source Medical, freight prepaid in Lake Bluff, Illinois; provided, that the Customer has first obtained a Return Authorization number from Source Medical. Source Medical will issue a credit to Customer for the purchase price of the defective Products or replace such defective Products at its cost, and will prepay the return shipping charges. If you have any complaints or feedback, please contact Source Medical Customer Service at (847)735-9965.
7.4. EXCLUSION OF IMPLIED WARRANTIES AND DAMAGES FOR DEFECTS.
- 7.4.1. All implied warranties relative to any Products sold by Source Medical to Customer, including but not limited to IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, hereby are excluded.
- 7.4.2. UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, SOURCE MEDICAL’S RESPONSIBILITY, IF ANY, TO CUSTOMER FOR ANY ALLEGEDLY DEFECTIVE PRODUCT OR PART, SHALL, UNDER ANY LEGAL OR EQUITABLE THEORY, BE LIMITED TO REPLACEMENT OF, OR CREDIT OF THE PURCHASE PRICE FOR, THE PRODUCT, AT SOURCE MEDICAL’S OPTION. SOURCE MEDICAL SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DAMAGES, WHETHER INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, BECAUSE OF PRODUCT DEFECTS.
8. Restocking Charges.
Returns of non‑defective and non-used Products will be accepted within sixty (60) days of shipment without a restocking fee. Returns of non-defective and non-used Products thereafter are subject to prior written authorization from Source Medical, which may be granted or denied at Source Medical’s sole discretion. All returns pursuant to this Section must be made freight prepaid.
9. Force Majeure
In addition to, and not in limitation of, any other provision hereof, Source Medical shall be excused from any failure to comply with any of its obligations to Customer (including but not limited to, failure to fill orders or delays in shipment or delivery) if such failure is caused in whole or in part by fire, flood or the other acts of nature, war, riot, civil commotion, embargo, laws or regulations, inability to obtain materials (finished or otherwise) from usual sources of supply, transit failure or delay, labor disputes or any other cause(s) beyond Source Medical’s reasonable control.
10. Limitation On Source Medical’s Liability
APART FROM ANY OTHER SPECIFIC PROVISION IN THESE TERMS AND CONDITIONS LIMITING SOURCE MEDICAL’S LIABILITY, SOURCE MEDICAL IN NO EVENT SHALL BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OR LOSS OF SALES OR PROFITS, IN CONNECTION WITH ANY MATTERS RELATING DIRECTLY OR INDIRECTLY TO THE BUSINESS RELATIONSHIP BETWEEN SOURCE MEDICAL AND CUSTOMER EVEN IF SOURCE MEDICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, SOURCE MEDICAL’S LIABILITY, IF ANY, TO CUSTOMER FOR DAMAGES, WHETHER BASED UPON TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT.
11. Changes Or Discontinuation Of Product And Parts
Source Medical shall have the right, at any time, to change the design of any of its Products or discontinue selling any Product or part without advance notice to Customer, and Customer shall have no claim against Source Medical for failure to furnish Products or parts of the model, design or type previously supplied.
12. Waiver; Non-Exclusivity
All waivers must be in writing. Source Medical’s waiver of any of its rights against Customer in a particular instance shall not be construed as a waiver of the same or different rights in subsequent instances. All of Source Medical’s rights and remedies hereunder shall be cumulative and non-exclusive, and none shall operate as a limitation of any other right or remedy.
13. Applicable Law
The relationship between Source Medical and Customer (including any construction or interpretation of this Terms and Conditions of Sale shall be governed and construed in all respects in accordance with the laws of Texas without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is excluded.
14. Changes In Terms And Conditions
Source Medical reserves the right to change any or all of the terms and conditions set forth herein, at any time on a going-forward basis, without advance notice to Customer.
15. Limitation On Actions
No action against Source Medical for breach hereof shall be commenced more than one (1) year after the accrual of the action.
16. Modification
ANY CHANGES IN THE TERMS CONTAINED HEREIN MUST SPECIFICALLY BE AGREED TO IN WRITING BY AN OFFICER OF SOURCE MEDICAL BEFORE BECOMING BINDING EITHER ON SOURCE MEDICAL OR CUSTOMER. NO REPRESENTATIONS OR STATMENTS OF ANY KIND MADE BY ANY REPRESENTATIVE OF SOURCE MEDICAL, WHICH ARE NOT STATED HEREIN OR IN A SEPARATE SIGNED AGREEMENT BETWEEN THE PARTIES, SHALL BE BINDING ON SOURCE MEDICAL. NO COURSE OF DEALING OR USAGE OF TRADE OR COURSE OF PERFORMANCE SHALL BE RELEVANT TO EXPLAIN OR SUPPLEMENT ANY TERMS OF THIS CONTRACT. IN IS THE INTENTION AND DESIRE OF SOURCE MEDICAL AND CUSTOMER THAT THIS AGREEMENT NOT BE SUBJECT TO VARIATION BY IMPLIED COVENANTS OF ANY KIND.