Safety Medical Devices, LLC :: Terms and Conditions
All terms and conditions are subject to change without notice.
Customer shall be deemed to have made an unqualified acceptance of these Terms and Conditions and it shall become the agreement between the parties on the earliest of the following to occur: (i) Safety Medical Devices, LLC’s (“SMD”) receipt of Customer’s purchase order or issuance of SMD’s Sales Order form or Customer’s acknowledgment of SMD’s Sales Order, Acknowledgment, Invoice or these Terms and Conditions; (ii) Customer’s payment of any amounts due to SMD; (iii) Customer’s delivery to SMD of any material to be furnished by Customer; (iv) Customer’s receipt of the Products; or (v) any other event constituting acceptance under applicable law.
Cancellation or Modification:
Customer may not cancel or modify its order except upon terms accepted in writing by SMD. In the event of such cancellation or modification,
Customer shall compensate SMD for all resultant costs and damages. All undelivered Products may be cancelled by SMD, without incurring any
liability to Customer, if production becomes impracticable.
F.O.B. SMD warehouse, Salt Lake City, Utah, USA or EX WORKS SMD warehouse, Salt Lake City, Utah, USA, pursuant to INCOTERMS 2000, as may be amended from time to time.. Freight charges will be prepaid and added to the invoice. Unless otherwise requested, SMD will select the best way for shipping based on types of products ordered. Contact SMD if you have special shipping requirements. Customers may choose to have shipping billed directly to their shipping provider account upon request.
The SMD warehouse is available for product shipment Monday-Friday, from 11:00am-5:00pm. Please contact the SMD Warehouse/Shipping Manager for alternate shipping schedules.
SMD will use its reasonable business efforts to meet scheduled delivery dates, but does not guarantee to meet such dates. Time for delivery shall not be of the essence. Failure by SMD to make any shipments by scheduled dates does not constitute a cause for cancellation and/or for damages of any character. In the event of delay in delivery requested by Customer or caused by Customer, SMD will store all Products at Customer’s risk and expense.
To the extent applicable, the Products and all shipments are subject to compliance with the U.S. Export Administration Act, as amended, the regulations
thereunder and all other U.S. laws and regulations concerning exports and reexports. Customer agrees to comply with all such laws and regulations.
Pricing and Specifications:
All prices are shown in U.S. dollars. All prices are subject to change up to the date of shipment without notice.
Any product may be discontinued without notice. We reserve the right to change pricing prior to shipment date without notice. All sales are subject
to the conditions listed in the terms and conditions contained herein.
Sales tax is the responsbility of each customer. Customers who are tax exempt will need to supply SMD with the necessary proof of tax
exemption prior to the order shipment.
All prices, discounts and transportation charges are in U.S. Dollars and are subject to change without notice. If no price is stated on SMD’s
Quotation, Sales Order, Acknowledgment, Invoice or other pricing document, prices shall be SMD’s current prices in effect on the date of acceptance
of orders by SMD (or, in SMD’s sole discretion, on the date of shipment) as set forth on price lists issued or modified by SMD from time to time.
All general or special taxes, duties, fees, freight and insurance costs and any other charges of any nature whatsoever, imposed on, in connection with or
measured by any transaction between SMD and the Customer shall be paid by the Customer in addition to the prices quoted or invoiced.
Invoices are due pursuant to the payment terms indicated on the invoice. The invoice date begins the payment terms regardless of delivery date to
customer. Past due invoices are subject to a late payment assessment (interest) at the rate of 18% per annum (1.5% per month).
SMD reserves the right in its sole discretion to require prepayment from any Customer at any time and may refuse to sell and/or withhold further
shipment until all overdue balances are made current. Customer shall be liable for, and shall reimburse SMD for all costs and expenses it may
incur in connection with collection of any amounts owed to SMD or enforcement of its rights, including without limitation, reasonable attorneys’
fees and expenses, court costs, and costs of collection agencies.
Discounts are available for early payments; please contact the SMD Accounting Department for details. All payments must be made in US dollars only
and for the full amount of the invoice. SMD is not responsible for any fees associated with customer payments.
Acceptable payment methods: Cash, Check, Cashiers Check, Official Bank Check, ACH, wire transfer, Visa, MasterCard, Discover and American Express
(credit card payments may be subject to processing fees for minimum amounts, as allowed by law), or you may contact the SMD Accounting Department to establish a line
Products cannot be returned without first contacting SMD. In some cases a return may not be necessary, or can be resolved without the need of a return.
All products to be returned must be in new, unblemished condition, unless approval is given by authorized personnel of the company. All products to be
accepted for return must include a Return Authorization Number. Please contact the SMD Customer Service Department to receive your Return
Authorization Number from a customer service representative. A 15% restocking fee may apply.
This Agreement shall be governed by Utah law and controlling United States federal law, without regard to
the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection
with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Salt Lake City, Utah.
No text or information set forth on any other purchase order, preprinted form or document shall add to or vary
the terms and conditions of this Agreement. ANY ACTION BROUGHT BY CUSTOMER MUST BE COMMENCED WITHIN 90-DAYS AFTER THE DELIVERY OF THE PRODUCTS
OR THE COMPLETION OF SERVICES NOTWITHSTANDING ANY STATUTORY PERIOD OF LIMITATION TO THE CONTRARY.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable,
then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other
provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and SMD or
its affiliates as a result of this agreement. The failure of SMD to enforce any right or provision in
this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by SMD in writing.
Alternative Dispute Resolution:
It is the policy of SMD to attempt to settle all disputes through alternative dispute resolution techniques and to use litigation only as a last
resort to settle any dispute, except in the case of collection of past-due accounts or when other circumstances dictate that litigation is advisable.
Customer agrees to make a good faith attempt to settle any disputes arising out of the purchase of the Products by Customer through the use of
alternative dispute resolution before instituting any litigation against SMD.
Customer may not assign this Agreement without the prior written approval of Safety Medical Devices, LLC; notwithstanding the forgoing, either party
may assign this Agreement to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in
violation of this section shall be void. Any actual or proposed change in control of Customer that results or would result in a direct competitor of
Safety Medical Devices, LLC directly or indirectly owning or controlling 50% or more of Customer shall entitle SMD International, Inc. to terminate
this Agreement for cause immediately upon written notice.
SMD will endeavor to fill all accepted orders as soon as it is practical and consistent with production schedules. SMD shall not be responsible
for delay in delivery or failure to fill orders or other default or damage where such has been caused by an act of God, war, major disaster, terrorism,
insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance, delay by carriers, shortage of fuel, power, materials or
supplies, operation of statutes, laws, rules or rulings of any court or government, demand for goods exceeding SMD’s available supply, or any other
cause beyond SMD’s control affecting production or delivery. In the event of any delay in shipment or nonperformance caused by any of the foregoing,
SMD may, at its option and without liability, cancel all or any portion of its obligations to Customer and/or extend any date upon which performance
in accordance with the laws of the State of Utah, USA, without reference to any of the choice of law provisions thereof.