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Direct Supply Products & Services Agreement – Standard Terms and Conditions

Purchases made from Direct Supply on DirectSupply.com and all other websites and mobile sites where these Terms appear or are linked (collectively, the “Website”) and purchases made by any document that incorporates or references these terms (e.g., quote, credit application, Products & Services Agreement, or other written agreement or amendment you may have with DSI) (“Documentation”) are subject to these Terms & Conditions of Purchase, including without limitation any additional terms referenced herein (collectively, the “Terms”). These Terms define our and your responsibilities, limitations and exclusions regarding products, software, and services you purchase from Direct Supply, Inc. (“we”, “DSI”, or “our”).

Website & Catalog Content. The content on our Website and in our catalog (collectively, “Content”) is owned by us or used with permission. Without limitation, the Direct Supply name and logo are our registered trademarks. You will not copy, reproduce, republish, transmit or distribute the Content without our prior written permission. We do not grant, assign, license or transfer any right in or to the Website or Content to you; all such rights are expressly reserved. You may only use the Website and Content for legitimate purposes.

Shipping. CProducts are sold F.O.B shipping point to locations within the United States only. We will arrange for a qualified and appropriate third-party carrier to ship the products. Freight charges, if applicable, are estimated and will be added to the invoice. Title to all products except software, and risk of loss to all products and software, passes to you at the shipping point. You agree to notify us of any product shortages or damage within two business days from delivery. In the event of product loss or damage in transit, we will assist you in making claims against the shippers we selected.

Pricing. Prices are current as of the date of publishing. Prices are in U.S. dollars unless otherwise indicated. Unless otherwise indicated in the Documentation, prices and availability are subject to change or cancellation at our sole discretion and may occur due to taxes, tariffs, government action, raw material costs, manufacturer expenses, costs occasioned by local laws and codes, bonds, insurance, changes that are necessitated by adverse conditions (e.g. hazardous materials, force majeure, etc.) or other reasons. When purchasing through the Website, the price is reflected in your cart when your order is placed.

Taxes. When purchasing through the Website, applicable tax will be itemized at checkout. For all other purchases, we will add to your invoice(s). You agree to pay us any and all applicable sales and use tax in addition to the purchase price.

Payment. Unless otherwise noted in the Documentation, payment must be made in U.S. dollars and is not subject to setoff or reduction without our prior, written consent. Your payment is due at the time of purchase unless we have agreed to extend your business credit, in which case payment is due net 30 days from the date of our invoice or as set forth in the Documentation. We may charge you a one percent (1%) late charge per month for payments that are 30 or more days past due and you agree to pay all costs of collection including all reasonable attorney’s fees on overdue payments.

Credit, payment, and collection services may be performed for us by one of our affiliated companies. Purchases not made on our Website may be paid for via a credit card with DSI’s prior approval, which may be withdrawn at DSI’s discretion. If you have been approved for a line of credit and unless otherwise set forth in the Documentation, we will invoice you for products when shipped to the Site or the storage contractor (e.g., warehouse) and will invoice you for services upon completion of each service or, if completion takes more than 30 days, we will invoice you once every 30 days. We may change the amount of your credit line at any time at our discretion. Payments will be applied as determined by DSI.

Credit is offered to your business only; in no event is credit offered to consumers. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION.

Payment terms and our offer to provide products, software, and services are contingent upon your qualified credit. We may request certain credit or funding documentation from you and we may delay your purchase until we receive acceptable documentation. You agree that we may contact and share information with the Site owner and/or the applicable management company in the event you fail to timely pay us. By submitting your payment information, you grant Direct Supply the right to provide such information to third parties for purposes of facilitating the completion of purchases initiated by you or on your behalf. Should payments become overdue or we in good faith believe your financial stability has changed, you agree we may off-set any debts not disputed in good faith and other obligations we may have with you against any debts not disputed in good faith or other obligations you may have with us, our affiliates, and/or subsidiaries.

Project Changes. Should you make changes or additions to the products, software, services, or project requirements, should you delay the delivery or service dates, or should we encounter certain hazards or obstacles that could not have been reasonably foreseen, we will be entitled to change our price and to an extension of time to perform, for which we will promptly submit a change order (“Change Order”). Change Orders will closely estimate all additional costs and time we anticipate. We will have no liability for delays or may suspend all work without liability until the parties agree to the Change Order.

Warranties. We warrant that:

  • Services (e.g., product delivery, installation, warehousing, and logistics services) will be performed in a professional manner consistent with relevant industry standards.
  • Products will conform to their published specifications upon shipment and, to the extent allowed, we pass on the manufacturer’s product warranty to you. (NOTE: Warranties for Direct Supply Brands products are limited warranties.)
  • We will pass along the standard software license and any related service level agreements and warranties for software to you.

We will attempt to assist you in resolving any material defects you may encounter with the products and services.

Installation & Other Services (if applicable). Where available, we may offer and you may purchase certain services related to the products, such as product storage or warehousing, logistics, lift gate services, unloading, un-cartoning, limited assembly, inside placement, installation, and debris removal. If you elected not to purchase any of these services, you are responsible for their performance. If available and elected for purchase, the costs of any such services are estimated within the Documentation. Purchased services will be performed between the hours of 7:00AM and 5:00PM, Monday through Friday (excluding holidays). Quoted prices for installation and on-site services do not include overtime, night time, standby, weekend or holiday rates. Any “Target Installation Date(s)” mentioned within the Documentation are desired installation start date(s) you requested. Actual installation dates may differ based upon supplier shipment confirmations, installation coordination requirements, construction schedules, or your requests. You agree to notify us of any product shortages or damage within two business days from completion of installation. Services may be provided by subcontractors. You represent that you are either the owner of the Site or have permission and authority from the Site owner to agree to these Terms and have the services performed at the Site.

Project Site Preparation (if applicable). With respect to each location (“Site”) at which installation or other services are to be provided, you are responsible for: (a) providing all necessary permits, inspections and certifications; (b) providing an on-site contact to coordinate the delivery and installation; (c) providing access to the building to accommodate installation or other services; (d) providing reasonable, free and safe space for delivery and performance of the services, including elevator certification; (e) moving items out of rooms to accommodate installation; (f) connecting, disconnecting and reconnecting wiring, data, water, or electrical systems to accommodate installation; and (g) providing necessary safeguards, mechanisms, staffing levels, care plans, training and procedures to safely and appropriately care for and protect residents and patients during and after the services.

Limited Return Availability. Certain product returns are accepted with our prior approval and may be subject to return freight and/or restocking charges. Once ordered, most materials, products, and equipment are noncancellable and nonrefundable. Without limiting the foregoing, fabrics, custom furniture or furnishings, custom mill work, flooring, fixtures, and stainless steel fabrication are noncancellable and nonreturnable once ordered.

Additional Software Terms. For any third-party software which you license, purchase, or subscribe from us or which is incorporated into any products (“Third-Party Software”), you agree to any and all end-user software licenses, service agreements, software support agreements, Business Associate Agreements, policies, and/or terms of use made available to you or your end-users for such Third-Party Software (collectively “Software Agreements”). You agree that additional rights, licenses, and obligations with respect to Third-Party Software may be included in such Software Agreements and all such Software Agreements shall apply to you and your end-users of the Third-Party Software. You represent and warrant that you are either the end-user of the Third-Party Software or you have authority to bind your end-user(s) to such Software Agreements. We are a reseller of Third-Party Software and any and all Software Agreements are solely between you and the applicable third party named in such Software Agreements. ALL THIRD-PARTY SOFTWARE IS PROVIDED BY DIRECT SUPPLY “AS-IS” WITHOUT WARRANTIES OF ANY KIND, AND WE DISCLAIM ANY AND ALL RESPONSIBILITIES FOR THE PERFORMANCE OR BREACH OF ANY OBLIGATIONS WITHIN ANY AND ALL SOFTWARE AGREEMENTS.

Disclaimers & Limitations. All warranties exclude fading; variations in metals, wood or fabric; stains; spills; exposure to chemicals, odors, heat or light; normal wear and tear; modifications; or damage caused by abuse, improper use, or use which exceeds published limitations. Please note that repair, warranty, service, defect or replacement obligations are the sole responsibility of the product manufacturer. Any advice or consultation we may provide does not relieve you from your sole responsibilities for proper product selection, use or maintenance and patient care.

THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO OUR WEBSITE, OUR CATALOG, OR ANY PRODUCT, SERVICE, OR SOFTWARE WE PROVIDE NOR ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; WE DISCLAIM ALL SUCH WARRANTIES. WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT THE WEBSITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. OUR TOTAL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY OF THE PRODUCTS OR SERVICES WE PROVIDE IS LIMITED TO THE COST OF THE PRODUCT(S) OR SERVICE(S) (AS APPLICABLE) GIVING RISE TO THE CLAIM. IN NO EVENT, WHETHER IN CONTRACT, INDEMNITY, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE WILL WE BE LIABLE FOR LOSS OF PROFIT OR REVENUES, INTERRUPTION OF BUSINESS, COST OF COVER, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES EVEN IF WE WERE ADVISED OF SUCH DAMAGES.

Some states do not allow an exclusion or limitation of incidental or consequential damages or how long an implied warranty lasts, so the above limitations or exclusions may not apply to you. If implied warranties are not excluded, and to the extent allowed by law, we limit any and all implied warranties to the applicable warranty period as set forth by the product manufacturer. Except for rights under any applicable state law, the remedies provided under this warranty are your sole and exclusive remedy for any breach of our warranty and state the entire limit of our responsibilities. Products are subject to availability as well as manufacturer updates, changes, and discontinuation.

Government Funding & Access to Records. Discounts, rebates or other purchase incentives provided on the products and services may constitute discount or other reduction in price under the federal anti-kickback laws and applicable state laws. The parties each agree to use their best efforts to comply with requirements imposed on “sellers” and “buyers” under such laws and the “safe harbor” regulations regarding discounts set forth in 42 C.F.R. § 1001.952(h). You may have an obligation to: (a) claim the benefit of the discount(s) in the fiscal year in which the discount(s) are earned; (b) fully and accurately report the discount(s) and actual price paid for products and services in any applicable cost report, to third party payors and patients; and (c) provide upon request by the Department of Health and Human services or any state agency access to this contract and information regarding all discounts received and the actual price you pay. If required by law, the Comptroller General, DHHS and their duly authorized representatives shall have access to this document and records to verify the nature, extent and costs of services provided by us and included in your cost report, both during and for four (4) years after this contract terminates or expires. This access shall be provided in accordance with the provisions of Public Law 96-499, Omnibus Reconciliation Act of 1980, as amended. The Comptroller General and its duly authorized representative shall have similar access to agreements subject to 42 USC § 1395 between us and our contractors and to books, documents and records of us and such organizations solely as they relate to the performance under this contract. The products bid or offered may include non-domestic end products. Please contact us if you need additional information prior to accepting any order or if you are using federal funds (not including Medicare or Medicaid) to pay for any products or services.

Security Interest & Lien Notice. Until paid for, the Documentation serves as a security agreement under the Uniform Commercial Code and creates a security interest in such collateral for which we have provided value. You authorize us to file all documents necessary to secure and perfect our security interest and any lien rights in and to such collateral. To the extent required by law, we hereby give you notice that persons performing services or furnishing materials for the improvement of the Site may have lien rights if not paid.

Recurring Orders. Certain product purchases may be made available for recurring orders when designated as such by us (“Recurring Orders”). A line of credit in good standing is required for Recurring Orders. Recurring Orders are discounted 5% on each eligible product order. We may adjust eligible products and/or discontinue the Recurring Orders program at our sole discretion at any time. By opting into Recurring Orders, you consent to DSI placing recurring orders on your behalf at the frequency selected by you. If a “Value” or “Performance” Textile product scheduled for recurring shipment is unavailable, we will seek your approval to send an upgraded product (at no additional cost to you). For all other out of stock products, we will attempt to fulfill your order for 14 days after your scheduled shipment date. If the product is not in stock within 14 days, the Recurring Order will not be placed for the month. You may cancel your Recurring Order subscription by providing us with 3 days’ notice prior to your scheduled shipment date by notifying your account manager in writing or notifying one of our account specialists via live chat on www.store.directsupply.com.

Export Restrictions. Unless otherwise set forth in the Documentation, you represent that all products you purchase are for use within the United States. Products may not be exported outside of the United States without our prior written permission.

Confidential Information. We will comply with laws and regulations applicable to your patient and resident medical records and protected health information (“Customer Confidential Information”). Except to fulfill our obligations hereunder, we will not knowingly disclose to any third party any Customer Confidential Information. Similarly, except to order or use the products, services, or technology offered by us, you agree not to disclose to any third party or use any DSI Confidential Information. “DSI Confidential Information” includes all nonpublic, proprietary information whether written, electronic, or in any form regarding DSI including without limitation all passwords and usernames for the Website, DSI nonpublic pricing, computer systems, software, marketing plans, and Documentation. Notwithstanding the foregoing, this section does not limit a party’s obligations or rights under applicable trade secret, copyright, patent or trademark laws. All such rights are reserved.

Termination. We may terminate or change these Terms at any time upon publishing or upon notice to you. Either party may terminate the agreement between us related to products, services, or software you purchase due to an uncured material breach if the non-breaching party provides written notice and the breaching party fails to cure the breach within 30 days of receiving such notice. In addition, we may terminate these Terms (and/or any Documentation and/or orders you placed) due to: (a) our reasonable suspicion of fraud; and (b) with respect to ongoing software or services, the termination of our relationship with the company providing such software or services. We also reserve the right, without notice and at our sole discretion, to terminate your account or your use of the Website and to block or prevent future access to and use of the Website (i) if you violate any of these Terms, (ii) for any other reason or (iii) for no reason. You agree that we shall not be liable to you or any third party for any termination of your access to the Website. Termination of these Terms or any Documentation with respect your purchase does not: (a) relieve you of any obligation to pay all amounts then due us; (b) affect rights or obligations accrued prior to such termination; or (c) terminate any provisions of these Terms which by their nature are intended to survive termination, including but not limited to all representations and warranties, all limitations of liability and disclaimers, and all indemnities shall survive such termination.

Force Majeure & COVID-19 Notice. Neither party will be liable nor in breach of these Terms (except the obligation to make payments when due) to the extent such performance is delayed or prevented due to causes beyond such party’s reasonable control (“Event of Force Majeure”), including but not limited to, Acts of God; terrorism; pandemics; national, state or local state of emergencies; war; material shortages; acts (or omissions) of the other party or its contractors, suppliers, employee or agents; act of government; labor disputes; or transportation shortages.

We have been working tirelessly to respond to the COVID-19 outbreak and to continue to serve our customers. Like many suppliers and service providers, there are some items or timelines that may be out of our control during this national emergency and world-wide pandemic. Availability and dates for delivery, installation or service may change, and we promise to keep you updated.

Insurance. We maintain at our sole expense: (a) commercial general liability insurance with limits of no less than $1,000,000 per occurrence and $2,000,000 aggregate; (b) worker’s compensation and employer’s liability insurance; and (c) all insurance required by law. You have or will obtain and maintain at your sole expense: (x) commercial general liability insurance with limits of no less than $1,000,000 per occurrence and $2,000,000 aggregate; (y) builder’s risk insurance in an amount of no less than the value of the Site; and (z) all insurance required by law.

Binding Nature of these Terms. These Terms are a binding contract between Direct Supply and you (or the business on whose behalf you are acting) upon your agreement to such terms by signing Documentation incorporating these Terms, clicking “I accept”, or by ordering products, services, or Software from Direct Supply through the Website. These Terms along with the Documentation (if applicable) and any other terms referenced herein are the full and final, integrated contract and supersede all prior terms, discussions or understandings, including any conflicting terms within any existing group purchasing organization contracts, you and we may have had regarding the products, services, and/or software you are purchasing. To the extent that these Terms directly conflict with the Documentation, the Consumer Specific Terms, or the Reseller Specific Terms, the Documentation, Consumer Specific Terms, or Reseller Specific Terms (as applicable) shall supersede these Terms.

Other Applicable Terms. Notwithstanding the foregoing, you understand and agree that your use of the Website is also such to the “Website Terms of Use & Privacy” terms posted on the Website. If you are not the final user of the Products and we have authorized you to resell the Products, or you will be leasing the Products to final users, you understand and agree the Reseller Specific Terms also apply to you. No inconsistent or conflicting terms or conditions in any document (e.g., purchase order) you may provide will amend or supersede these Terms and we reject any such inconsistent terms unless signed by our authorized representative.

Compliance & Product Restrictions. The parties will comply with all laws applicable to them and the use of the products, services and software. To the extent products and/or software purchased by you under this Agreement include a FDA classified prescription medical device, you agree to use such device only under the order of a healthcare practitioner licensed by your state. In our sole discretion we may decline to sell prescription device(s) to certain businesses; prescription devices may not be purchased by consumers. Products may include non-domestic end products. Please contact us if you need additional information prior to accepting any order or if you are using federal funds (not including Medicare or Medicaid) to pay for any products or services.

Customer Service Recordings. Direct Supply or our agents may call or email you regarding your account or your purchases from Direct Supply. You agree that we may place such calls or emails using an automatic dialing/announcing device. You agree that we may, for training purposes or to evaluate the quality of our service, listen to and record phone conversations you have with us.

Miscellaneous. You represent that you are purchasing the products for your own use and not for resale unless otherwise agreed by us in the Documentation. You may not assign your obligations under these Terms without our prior written consent. Unless indicated otherwise, any written notice under these Terms shall be made by a reputable overnight carrier, certified mail return receipt requested, or facsimile with proof of confirmation. Notices and questions regarding these Terms should be sent to Direct Supply, Inc., Attn: Legal Team, 6635 W. Champions Way, Milwaukee, WI 53223. Any provision of these Terms found to be invalid by a court of competent jurisdiction shall be stricken and the remaining provisions shall remain in full force and effect. This Agreement shall be governed by the internal laws of the State of Wisconsin excluding its conflict of laws principles and any dispute arising hereunder shall be heard in the English language exclusively in the state or federal courts located within Milwaukee County, Wisconsin. Each party expressly waives all rights to a jury trial in connection with any dispute arising under these Terms.

Consumer Specific Terms (Applicable to Consumers Only). During the check-out process, you may be prompted to identify yourself as either a “consumer” or “business.” By designating yourself as a consumer, you represent that you are an individual purchasing a product for your own use or for use by another individual, on your own behalf and not on behalf of a business, and that you are 18 years or older. You represent and warrant that your self-selected designation is accurate and may be relied upon by Direct Supply. If you are a consumer, these “Consumer Specific Terms” apply to your purchase in addition to, and not in the place of, the Standard Terms noted below.

  • Notice to Individual Medicare Beneficiaries. Direct Supply is NOT an accredited Medicare Part B supplier. If you purchase a product from Direct Supply and submit a claim to Medicare for the product, Medicare will not pay for the product. You are personally and fully responsible for payment of any products you purchase from Direct Supply.
  • Order Processing and Limited Product Availability. Certain products shown on the Website are not available for purchase by a consumer (“Restricted Products”). Restricted Products include: (1) products that require a prescription under federal or state law, (2) products shipping less-than-truckload (“LTL”) and (3) products subject to other restrictions. Services, such as installation, haul-away, and extended warranties are also not available for purchase by a consumer. If you are unsure if a product is a Restricted Product, please chat, email newbusinessrequest@directsupply.com or call our representative at 800-889-4395 for assistance. Consumer orders will generally be processed within two business days unless your order includes a Restricted Product, in which case your order will not be fulfilled for such Restricted Product and we will attempt to contact you by phone or email to inform you of this. You understand and agree that we may cancel any consumer order which includes a Restricted Product or based on our reasonable suspicion of fraud. We also reserve the right to update our list of Restricted Products at any time.

© 2013-2021 Direct Supply, Inc. All rights reserved.
Rev. 4-2021