1. ENTIRE AGREEMENT.  These Terms are the final, complete and exclusive terms of sale between the Parties, superseding all prior or contemporaneous proposals, understandings, representations, warranties, promises and other communications, whether oral or written, relating to its subject matter. Any term in any Customer order, confirmation or other document which is in any way inconsistent with or in addition to the terms and conditions of these terms are expressly rejected, and LMED’s acceptance of any Customer order is made in reliance on Customer’s assent to all these terms.

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2. PURCHASE OF PRODUCTS.

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A. PRICES. Prices for Products are set in the Parties’ Escrow Agreement and do not include any excise, sales, use or other taxes, and therefore are subject to increase in the amount of any such taxes that LMED may be required to collect or pay upon the sale or delivery of the Products. In addition, unless otherwise stated, prices do not include any charges for any shipping, handling, customs, insurance or similar charges referred to in Section 5 below, all of which will be invoiced to and paid by Customer.

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B. PURCHASE ORDER PROCESS. Customer shall place orders for Products by submitting one or more written purchase orders to LMED during the Term. Each purchase order must state the descriptions and quantities of the Products being ordered, the requested shipment dates and shipping address for the Products. No other terms or conditions set in a purchase order shall be binding on LMED. No purchase order submitted by Customer shall be binding on LMED unless and until LMED has accepted such delivery schedule or countered with a different delivery schedule by written acknowledgment or by shipment of the Products applicable to such purchase order.

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C. STANDARD PRODUCTS. Unless specifically agreed by LMED in writing: 1) all Products shall be LMED’s supplier’s standard, off-the-shelf items, and no special or customized version of any Product shall be provided.

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D. RELATED SERVICES. The Parties may agree that LMED will provide to Customer from time-to-time certain services relating to Customer’s purchase of the Products, including without limitation deployment services and maintenance and support services. The Parties agree that, in the absence of a separate written agreement covering such services, such services shall be covered by the provisions of this Agreement and Customer shall be separately invoiced for all such services in accordance with Section 4 below at LMED’s then-current rates for such services.​

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3. CERTAIN OBLIGATIONS OF CUSTOMER. COMPLIANCE WITH LAWS AND OTHER STANDARDS. Customer must comply with all import, bribery, export and re-export control laws and regulations. Customer will obtain import, export, and re-export approvals and licenses required for Products, transfers, and services delivered and will retain documentation to support compliance with those laws and regulations. LMED will not be liable to Customer for any failure to provide Products, services, or transfers resulting from government actions that impact LMED's ability to perform, including: 1) the failure to provide or the cancellation of export or re-export licenses; 2) any subsequent interpretation of applicable import, transfer or export law or regulation after the date of any order or commitment that has a material adverse effect on LMED's performance; or 3) delays due to Customer’s failure to follow applicable import, export, transfer, or re-export laws and regulations. Customer shall not sell, transfer, export or re-export any Products, services or technical data for use in activities that involve the design, development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use LMED’s Products, or services in any facility which engages in activities relating to such weapons or missiles. In addition, the Products and services may not be used in connection with any activity involving nuclear fission or fusion, or any use or handling of any nuclear material, until Customer, at no expense to LMED, has insurance coverage, indemnities, and waivers of liability, recourse and subrogation acceptable to LMED and adequate in LMED's opinion to protect LMED against any liability.

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4. TERMS OF PAYMENT. Payment will be made under terms of the Parties’ Escrow Agreement or as otherwise agreed by LMED.

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5. DELIVERY OF PRODUCTS

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A. SHIPPING SCHEDULE. LMED shall use reasonable efforts to ship Products to Customer in accordance with the shipment schedule provided to LMED. LMED reserves the right to ship Products as early as 5 business days before the requested shipment date to accommodate LMED’s overall delivery schedules. Notwithstanding this and without limiting the generality of Section 10 below, LMED shall not be liable for damages of any kind as a result of a delay in delivery for any reason.

 

B. CHANGES PERMITTED. Customer may change a previously requested shipment date for any Products provided Customer gives and LMED accepts in writing written notice of such change at least 30 business days before the previously requested shipment date.

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C. CHANGES SUBJECT TO CONSENT. Except as provided in Section 5(B) above, Customer may not change a previously requested shipment date or cancel an order for any Products or return any Products except with LMED’s prior express written consent, which consent shall be in LMED’s sole discretion.   

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D. SHIPMENT PROCESS. All deliveries shall be Ex-Works (EXW) LMED’s supplier’s designated facility, per Incoterms 2022. Unless otherwise specified by Customer in writing at least 30 days before a requested shipment date, LMED shall determine in its discretion the means of shipment and shall not be responsible for arranging insurance for Products. LMED shall invoice Customer for any and all shipping, handling, customs, insurance and similar charges incurred by LMED in shipping Products to Customer, and Customer shall pay such charges pursuant to Section 4 above. LMED also reserves the right to ship Products to Customer freight collect. Customer shall be deemed to have accepted the Products upon the date title to such Products passes to Customer.

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E. INSPECTION AND ACCEPTANCE. Customer will inspect Products before shipment. Products will be presumed accepted unless LMED receives written notice of rejection explaining the basis for rejection at least 10 business days before shipment. LMED will have a reasonable opportunity to repair or replace rejected Products, at its option. If LMED determines rejection was improper, Customer will be responsible for all expenses caused by the improper rejection.

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6. TITLE TO PRODUCTS

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A. PASSAGE OF TITLE. Title to Products, and risk of damage thereto or loss thereof, shall pass to Customer at the time LMED or its supplier makes the Products available to Customer for shipment.  

 

B. TRADEMARKS. Customer shall not remove from the Products or their packaging or documentation, or alter, any of LMED’s trademarks, trade names, logos, patent or copyright notices, or other notices or markings, or add any other notices or markings to the Products or their packaging or documentation, without the prior express written consent of LMED.

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7. CONFIDENTIAL INFORMATION

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A. “Confidential Information” means: 1) any information, technical data or know-how in whatever form, including but not limited to documented information, machine readable or interpreted 6 information, information contained in physical components, mask works and artwork, that is clearly identified as being confidential, proprietary or a trade secret; 2) business-related information including but not limited to pricing, manufacturing or marketing information; 3) the terms and conditions of any proposed or actual agreement between the Parties or their affiliates; 4) either Party’s or its affiliates’ business policies or practices; and 5) the information of others identified as confidential, proprietary or a trade secret that is received by either Party under an obligation of confidentiality. The receiving Party will keep all Confidential Information disclosed to it confidential for 10 years following the expiration, termination or completion of the work of this Agreement, whichever period is longer. Each Party will retain ownership of its Confidential Information including all rights in patents, copyrights, trademarks and trade secrets. No right or license is granted hereby to either Party or its customers, employees or agents, expressly or by implication, with respect to the Confidential Information or any patent, patent application or other proprietary right of the other Party, notwithstanding the expiration of the confidentiality obligations stated in this clause. LMED agrees to use the Confidential Information of Customer only to provide products or services for Customer. Customer agrees that it will not use or disclose LMED’s Confidential Information for any purpose. Notwithstanding the foregoing, the receiving Party has no duty to protect information that is: a) known, publicly, at the time of disclosure or becomes publicly known through no fault of recipient; b) known to recipient at the time of disclosure through no wrongful act of recipient; (c) received by recipient from a third Party without restrictions similar to those in this clause; or d) independently developed by recipient. Neither LMED nor Customer will publicize the terms of this Agreement or the relationship between LMED and Customer in any advertising, marketing or promotional materials without the prior written consent of the other Party.

 

B. Customer will not publicly announce or discuss, or cause any third Party to announce or discuss, the Products or the subject matter of this Agreement without having received, in advance, LMED’s express written consent.

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8. LIMITED WARRANTY

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A. WARRANTY TERMS. Subject to the provisions of this Section 9 and Section 10 below, LMED agrees to pass its supplier’s warranty, if any, to Customer for each Product sold by LMED. This warranty is the only warranty provided for the Products sold, and may be modified or amended only by a written instrument signed by LMED and accepted by Customer. The warranties do not apply if, in the sole opinion of LMED, the Product has been damaged by accident, misuse, neglect, or improper shipping or handling. This warranty is valid only if the Product has not been tampered with or serviced by any Party not authorized by LMED as a repair facility. Customer’s remedies and LMED’s aggregate liability with respect to the warranties provided by LMED in this Section 9(A) are set forth in and are limited by this Section 9 and Section 10 below.

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B. WARRANTY CLAIMS. All warranty claims shall be made to LMED’s supplier as directed by LMED.

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C. OTHER LIMITATIONS. THE EXPRESS WARRANTIES STATED IN SECTION 9(A) ABOVE DO NOT APPLY TO PRODUCTS WHICH HAVE BEEN ALTERED, MODIFIED, REPAIRED OR SERVICED IN ANY RESPECT EXCEPT BY LMED OR ITS REPRESENTATIVES. THE EXPRESS WARRANTIES STATED IN SECTION 9(A) ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. EXCEPT AS PROVIDED IN SECTION 8 ABOVE, (1) THE EXPRESS OBLIGATION OF LMED STATED IN SECTION 9(B) ABOVE IS IN LIEU OF ANY OTHER LIABILITY OR OBLIGATION OF LMED, INCLUDING WITHOUT LIMITATION ANY LIABILITY OR OBLIGATION FOR DAMAGE, LOSS OR INJURY (WHETHER DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL) ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE PRODUCTS, AND (2) REPAIR OR REPLACEMENT (AT LMED’S OPTION) IS CUSTOMER’S SOLE REMEDY FOR ANY SUCH DAMAGE, LOSS OR INJURY.

 

9. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (A) LMED’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SALE OF PRODUCTS AND PROVISION OF SERVICES TO CUSTOMER, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY, AND INCLUDING ANY LIABILITY UNDER SECTIONS 8 AND 9 ABOVE, SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO LMED  FOR THE SPECIFIC ITEM THAT DIRECTLY CAUSED THE INJURY OR DAMAGE; (B) LMED SHALL NOT BE LIABLE FOR ANY EXEMPLARY, SPECIAL, PUNITIVE, STATUTORY, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, LOSS OF USE OR THE LOSS OR CORRUPTION OF DATA), EVEN IF LMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (C) EXCEPT AS PROVIDED IN SECTIONS 8(A) AND 9(B) ABOVE (BUT ONLY TO THE EXTENT AND SUBJECT TO THE LIMITATIONS SET FORTH IN SECTIONS 8 AND 9 AND THIS SECTION 10), LMED SHALL NOT BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THE PRODUCTS, AND CUSTOMER SHALL DEFEND LMED FROM, AND INDEMNIFY AND HOLD LMED HARMLESS AGAINST, ALL SUCH CLAIMS. THE PARTIES EXPRESSLY AGREE THAT THE PRODUCTS ARE NOT CONSIDERED TO BE GOODS FOR USE PRIMARILY FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR CONSUMER GOODS, FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE OR OTHERWISE. THE FOREGOING STATES THE ENTIRE LIABILITY OF LMED WITH REGARD TO THIS AGREEMENT AND THE PRODUCTS. THE LIMITATIONS OF LIABILITY CONTAINED IN SECTIONS 8 AND 9 ABOVE AND THIS SECTION 10 ARE A FUNDAMENTAL PART OF THE BASIS OF LMED’S BARGAIN HEREUNDER, AND LMED WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS AND EXCLUSIONS OF THIS SECTION 10 WILL APPLY WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, INDEMNITY, WARRANTY, TORT, OPERATION OF LAW, OR OTHERWISE.

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10. GENERAL

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A. FURTHER ASSURANCES. At any time upon LMED’s request, Customer shall promptly and duly execute and deliver any such further documents and take such further action as LMED may reasonably deem desirable.  

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B. GOVERNING LAW. The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of Arizona without regard to the conflicts of laws principles.  Each Party irrevocably and unconditionally consents to the sole and exclusive jurisdiction of the federal and state courts sitting in Maricopa County Arizona for any action, suit or proceeding arising out of or related to this Agreement. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT.  LMED and Customer expressly agree to exclude application of the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successors thereto.

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C. SEVERABILITY. If any provision or portion of a provision of the Agreement is determined to be illegal, invalid, or unenforceable, the validity of the remaining provisions will not be affected and will remain in full force and effect and, in lieu of an illegal, invalid, or unenforceable provision, there are deemed added provisions as similar in terms as may be legal, valid and enforceable under applicable law.

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D. MODIFICATIONS. LMED may unilaterally modify, amend, supplement or otherwise change this Agreement upon at least 10 calendar days’ prior written notice to Customer. Any such future modification, amendment, supplement or other change (“Change”) shall apply only with respect to orders accepted after the effective date of such Change. As used herein, the term “Agreement” shall include any such future Change. Without limiting the generality of the foregoing, LMED may establish terms and conditions which apply to one or more particular Products, and in this event such terms and conditions shall, with respect to the Products addressed therein, supersede this Agreement.

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E. ASSIGNMENTS. No Customer right or obligation under this Agreement may be assigned, delegated or otherwise transferred, whether by agreement, operation of law or otherwise, without LMED’S prior express written consent, and any attempt to assign, delegate or otherwise transfer any of Customer’s rights or obligations hereunder without such consent shall be void. Notwithstanding the foregoing, either Party may assign this Agreement to any affiliate of that Party or in connection with the sale or transfer of all or substantially all of the assets of the product line or business to which it pertains. This Agreement shall bind Customer and its permitted successors and assigns. Notwithstanding anything to the contrary herein, LMED may engage subcontractors to perform any of its obligations under this Agreement.

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F. WAIVERS. All waivers must be in writing. Failure of either Party to insist upon strict performance of any provision of this Agreement, or to exercise any right provided for herein, shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving Party to enforce any other provision or right herein.

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G. EQUITABLE REMEDIES. Any breach of this Agreement may cause irreparable injury to LMED for which no adequate remedy at law exists; therefore, the Parties agree that equitable remedies, including without limitation injunctive relief and specific performance, are appropriate remedies for LMED to redress any breach or threatened breach this Agreement, in addition to all other remedies available to the Parties.

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H. RIGHTS AND REMEDIES. All rights and remedies are cumulative, may be exercised singularly or concurrently, and shall not be deemed exclusive except as provided herein. This Agreement is not intended to provide any rights or remedies to any person or entity other than LMED and Customer and their respective permitted successors and assigns, if any.

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I. FORCE MAJEURE. Except for payment obligations, neither Party will be liable to the other for any failure to meet its obligations due to any Force Majeure event. “Force Majeure” is an event beyond the reasonable control of the non-performing Party and may include but is not limited to: a) delays or refusals to grant an export license or the suspension or revocation thereof; b) any other acts of any government that limit a Party’s ability to perform the Agreement; c) fires, earthquakes, floods, tropical storms, hurricanes, tornadoes, severe weather conditions, or any other acts of God; d) quarantines or regional medical crises; e) labor strikes or lockouts; f) riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism or war, declared or not (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property); or g) shortages or inability to obtain materials or components. If a Force Majeure event causes a delay, then the date of performance will be extended by the period of time that the nonperforming Party is actually delayed or for any other period as the Parties may agree in writing.

 

J. CONSTRUCTION AND SURVIVAL. The headings and subheadings contained herein shall not be considered a part of this Agreement. Provisions of this Agreement that by their nature should continue in force beyond the completion or termination of the Agreement will remain in force.

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K. NOTICES. Any notice or communication permitted or required hereunder shall be in writing and shall be emailed or delivered in person or by courier or mailed by certified or registered mail, postage prepaid, return receipt requested. If notice is given in person or by courier, it shall be effective upon receipt; if notice is given by mail, it shall be effective three business days after deposit in the mail.

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L. RELATIONSHIP BETWEEN PARTIES. The Parties acknowledge that they are independent contractors and nothing contained in this Agreement shall be construed to constitute either Party hereto as the partner, joint venture, employee, agent, servant or other representative of the other Party hereto, and neither Party has the right to bind or obligate the other, except as specifically provided above. Furthermore, nothing contained in this Agreement shall be construed to constitute Customer as an exclusive purchaser of the Products in any respect.

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M. DISCONTINUED PRODUCTS. From time to time, LMED’s supplier at its sole discretion may discontinue Products. In such an event, LMED will use reasonable commercial efforts to suggest a Product migration strategy to Customer.

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N. TERMINATION. Either Party may terminate this Agreement and any or all unperformed purchase orders by giving written notice to the other Party upon the occurrence of any of the following events: 1) the other Party materially breaches this Agreement and fails to remedy the breach within 60 calendar days after receipt of written notice that specifies the grounds for the material breach; 2) the other Party fails to make any payment required to be made under this Agreement when due, and fails to remedy the breach within three (3) calendar days after receipt of written notice of non-payment; or 3) any insolvency or suspension of the other Party's operations or any petition is filed or proceeding made by or against the other Party under any state, federal or other applicable law relating to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors or other similar proceedings. Either Party may terminate this Agreement at any time without cause or penalty upon providing the other Party with ninety (90) days’ advance written notice. LMED may suspend performance under this Agreement at Customer’s expense if LMED determines that performance may cause a safety, security, or health risk. Termination does not affect any debt, claim or cause of action accruing to any Party against the other before the termination. The rights of termination provided in this clause are not exclusive of other remedies that either Party may be entitled to under this Agreement or in law or equity.

 

O. COSTS AND ATTORNEY'S FEES. In the event of default by either Party or in the event any legal action is brought to enforce any obligations hereunder, the prevailing Party will be entitled to reimbursement for all costs and expenses, including reasonable attorney's fees, incurred by the prevailing Party in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions or provisions hereof.

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P. PRODUCT SUBSTITUTION. In the event of a change in local product regulations, LMED may, at its discretion, substitute Product ordered by Customer with those providing the same product form, fit and function as the originally ordered Product. The substituted Product will comply with the regulatory requirements of the region indicated on Customer’s purchase order ship-to address.

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Q. HEADINGS AND PARAGRAPHS. The various headings in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement or any paragraph or provisions hereof.  

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R. CHOICE OF LANGUAGE. The language of contracts and correspondence will be English. If this Agreement is translated into other languages, the English version alone will be authoritative.

 

12. SUPLEMENTAL TERMS SPECIFC TO ANSELL PRODUCTS.  SHIPPING POLICY Orders greater than $3,500 will be shipped to customer’s assigned ship to location within continental U.S. at a cost of up to 6.0% on product total. Freight Carriers used will be at LMED discretion; other arrangements with LMED approval. The above shipping policy assumes dock-to-dock deliveries. LMED will pass along accessorial charges at cost incurred in connection with your shipment. This includes, but is not limited to: Hazmat, Lift Gate delivery, Inside delivery, Residential, Early notification, Redelivery, Limited access, etc. These services will have additional fees added to the freight invoice. LMED can provide a complete list and minimum charges upon request.

 

1. QUOTED PRICES All prices are exclusive of Federal or State taxes of any type. Prices are subject to change without notice and all orders subject to acceptance by Customer Service. Prices are based upon LMED pricing at time of order acceptance.

2. PLACING ORDERS Orders may be placed via email orders@lmedllc.org orders also accepted.

3. RETURN GOODS & LOSS/DAMAGE POLICY RETURNED GOODS

   1. All requests for return product should be emailed Customer Service: orders@lmedllc.org. No returns will be accepted without “RGA” and only those products and quantities approved should be returned to the warehouse.  

   2. Return of misshipments or defective products can be returned any time without freight charges. Customer Service will make arrangements for pick-up (call tags).  

   3. All products returned with expiration dating must meet product shelf-life guidelines of at least 6 months. All returned products must be in their original container and free of any labels or other markings. Certain equipment returns may be subject to vendor restrictions.  

   4. Products returned within 45 days will not be assessed a restocking charge. Products returned after 45 days will be assessed a 25% restocking charge. Products not stocked in the LMED warehouse are not returnable for credit unless shipped in error. Products over 120 days cannot be accepted as returnable.  

   5. Any products purchased from LMED for which a pharmaceutical pedigree was issued are not returnable unless shipped in error or defective. To help us process your credits promptly, please review the following:    

      1. Customer should provide invoice number and PO.  

      2. Returns will not be accepted without Return Goods Authorization (RGA).  

      3. Returns must be made within 30 days of RGA*.  

      4. Customer Service will issue RGA within 24 hours.  

      5. Credits issued to customer immediately upon receipt in warehouse.  

4. RETURN TO: LMED WILL SUPPLY RETURN ADDRESS IF RETURN IS NEEDED.

5. LOSS/DAMAGE

   1. All shrink-wrapped pallets must be inspected for obvious damage upon arrival. If any of the pallets arrive without the blue shrink wrap, top sheet, broken seal tape, or double stack label this MUST be noted on the driver’s delivery receipt and signed by the driver. It should be assumed that pallets delivered in this manner will contain concealed damages or shortages. You can require the driver to stay while you verify the contents of the shipment and to look for damages inside the pallets.  

   2. Within 72 hours of receipt of shipment, Customer Service must be notified via the shipping discrepancy form. A copy of the delivery receipt, properly signed detailing any damages or shortages must be included.  

   3. Customer Service will acknowledge receipt of your discrepancy within 24 hours via fax.  

   4. Any request for credit or deduction taken from payment without the proper notation on the delivery receipt and acknowledged shipping discrepancy form cannot be honored. Deduction taken without documentation will be charged back. Nonresponse to chargeback can result in delay of orders.

6. REMIT TO ADDRESS:  LMED will supply if needed.