Direct Supply® Online Terms of Purchase

Purchases made from Direct Supply on DirectSupply.com and all other sites, mobile sites, services, applications, platforms and tools where these Terms & Conditions appear or are linked (the “Website”) are subject to these Online Terms of Purchase, including the Consumer Specific Terms, Standard Terms, and Reseller Specific Terms, if applicable, (collectively, “Terms”). The Terms define our and your responsibilities, limitations and exclusions regarding the products and services purchased from Direct Supply (“we”, “DSI”, or “our”).

During the check-out process, you will 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. By designating yourself as a “business” you represent that you are authorized to accept these terms on behalf of such business. You represent and warrant that your self-selected designation is accurate and may be relied upon by Direct Supply. If you are a consumer, the “Consumer Specific Terms” below apply to your purchase in addition to, and not in the place of, the Standard Terms noted below. If you will be reselling the products purchased from Direct Supply (either as stand-alone products or incorporated into a package for your customers), you are defined as a “Reseller” under these Terms and the “Reseller Specific Terms” below apply to your purchase in addition to, and not in the place of, the Standard Terms noted below.

Consumer Specific Terms:

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.

Standard Terms:

Website & Catalog Content. The content on our Website and in our catalog (“Content”) is owned by us or used with permission from third parties. Without limitation, the Direct Supply name and logo are registered trademarks of Direct Supply, Inc. 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 the Content for legitimate purposes.

Shipping. We sell all products F.O.B shipping point and will only ship to locations within the United States. Freight and logistics charges, if applicable, are added to the invoice. We accept certain product returns with our prior approval and subject to return freight and/or restocking charges. Title to all products except software, and risk of loss to all products and software, passes to you at the shipping point. In the event of product loss or damage in transit, we will assist you in making claims against shippers we selected.

Pricing, Taxes & Payment. Prices on the Website and in Direct Supply’s catalog are current as of the date of posting and publishing, as applicable. Prices that appear on the Website are in U.S. dollars and are valid for purchase only in the United States. Prices and availability are subject to change, and some prices may be in error. The price you pay is the price reflected in checkout when you purchase through the Website. Applicable tax will be itemized at checkout and you agree to pay us any tax in addition to the purchase price. Unless we previously approved a credit application for your business and you have a current line of credit, payment is due at the time of order. We will process your credit card at the time of order. Any credit we may offer to you is offered to your business only; in no event is credit offered for consumer purposes. You agree to pay for Direct Supply’s costs of collection, including without limitation, reasonable attorney’s fees. 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. By submitting such 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. Verification of information may be required prior to the acknowledgment or completion of any purchase.

Warranty, Disclaimer & Limitation. We warrant that all services will be performed in a professional manner consistent with relevant industry standards. We pass on to you, to the extent we are allowed, the manufacturer’s product warranty and standard user software license for all products. Warranties for Direct Supply Brands products are limited warranties. THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO OUR WEBSITE, OUR CATALOG, OR ANY PRODUCT OR SERVICE 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. Any advice we may provide does not relieve you from your sole responsibility for proper product or service selection, use and maintenance, and patient and resident care. Products are subject to availability as well as manufacturer updates, changes, and discontinuation.

Discounts. Discounts, rebates or other purchase incentives we may provide on products and services may constitute a discount or other reduction in price (“Discount”) under federal anti-kickback laws. You and we both agree to use reasonable 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 accurately report to the government the net cost you actually pay and all Discounts on products or services covered by these Terms.

Export Restrictions. You represent that any product you purchase is for use within the United States. In no event may products be exported outside of the United States.

Confidential Information. Except to order or use products or services, neither you nor any of your employees or agents (if a business) shall disclose or use any of our Confidential Information during the term of and for three years following termination of these Terms unless another law provides for a longer period of protection (e.g., trade secrets). “Confidential Information” means all nonpublic, proprietary information whether written, electronic, or in any other form regarding Direct Supply, the manufacturers of the products, the Content, our customers, and our finances, operations, employees, pricing, and marketing plans.

Termination. We may terminate or change these Terms at any time upon posting, publishing or upon notice to you. Either party may terminate the agreement between us related to products or services 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 orders you placed) due to our reasonable suspicion of fraud. 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. Upon any such termination, your right to use the Website will immediately cease. 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 our agreement with respect to products or services you 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 all indemnities shall survive such termination.

Force Majeure. You agree Direct Supply will be excused from performing Direct Supply’s obligations under these Terms during such time it is prevented from so performing due to acts of God, terrorism, war, riot, civil unrest, fire, explosion, accident, flood, earthquake, sabotage, strikes, acts of any government or acts of nature (“Force Majeure”).

Other Legal Terms. These Terms are a binding contract between you (or the business on whose behalf you are acting) and Direct Supply indicating your agreement to such terms by clicking “I accept” or by ordering products or services from Direct Supply through the Website. These Terms along with our quote (if we provide one to you) are the full and final, integrated contract and supersede all prior terms, discussions or understandings you and we may have had regarding the products and services you are ordering. 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. 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. 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.

You and we agree to comply with all applicable laws related to the sale and use of products. To the extent products purchased by you from Direct Supply include an 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. 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. 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, 6767 N. Industrial Road, 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. To the extent that these Standard Terms directly conflict with the Consumer Specific Terms or Reseller Specific Terms, the Consumer Specific Terms or Reseller Specific Terms (as applicable) shall supersede the Standard Terms.

Reseller Specific Terms:

Reseller shall be responsible for ensuring its employees, agents, and/or contractors (collectively, “Staff”) understand and abide by the terms of this Agreement. Reseller shall be responsible for the action and inaction of its Staff.

Marketing Efforts and Restrictions. Reseller shall not engage in any marketing or make any statements, representations, promises, or offers which are inconsistent with or beyond the materials and representations provided in writing by Direct Supply. Reseller may not include or reference Direct Supply, its subsidiaries, businesses, brands, suppliers, or customers in any marketing, sales or other materials unless pre-approved in writing by an officer or legal counsel of Direct Supply. Without limiting the foregoing, Reseller may not use DSI, “Direct Supply”, the product manufacturer or any Direct Supply trademark or tradename as part of its corporate name, website address, or any products, software or services Reseller provides. Additionally, Reseller may not offer, market or sell products purchased from Direct Supply on any website without Direct Supply’s prior written approval.

Product Materials. Reseller shall ensure that all owner manuals, labeling, and other similar documentation (“Product Materials”) that are provided with products are passed along to its customers in the same quantity and quality as provided to Reseller. TO THE EXTENT ANY PRODUCTS INCLUDE A CALIFORNIA PROP 65 NOTICE, RESELLER WARRANTS THAT SUCH NOTICE SHALL BE PROVIDED TO RESELLER’S CUSTOMER(S) IN ACCORDANCE WITH APPLICABLE LAW. Reseller acknowledges and agrees that the content of all Product Materials are the property of DSI or its licensors. Reseller shall not alter, unlawfully copy, or otherwise infringe on Product Materials, whether or not such Product Materials are marked with a copyright notice. In the event that Reseller desires to have Product Materials translated into a language other than English, Reseller must first obtain written authorization from Direct Supply.

Customer Contacts and Restrictions. Reseller will promptly contact us should Reseller learn of any safety, regulatory, or customer service issues related to products purchased from us. Reseller’s representatives will be responsible for resolving any service issue or customer request associated with the products. Reseller acknowledges and agrees that in the event Reseller’s customer contacts DSI for assistance, we may refer the customer to the Reseller for resolution.

Indemnification. Reseller agrees to indemnify, defend and hold harmless Direct Supply, its officers, directors, employees, agents, subsidiaries, and Product suppliers and logistics providers from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses, of whatever form or nature, including attorney’s fees and other costs of legal defense (each a “Loss”), that they or any of them may sustain or incur arising from or related to any act(s) or omission(s) of Reseller, its officers, directors, Staff, customers or agents, including, but not limited to: (a) breach of any of the provisions of the Terms; (b) negligence or intentional conduct; (c) representations or statements not specifically authorized by DSI; (d) translations of or failure to translate Product Materials; (e) violation of any applicable law, regulation or order; and/or (f) any export, import, duties, taxes, or tariffs of the products.

Exclusion of Services and Certain Products. Services, such as extended warranties, installation or haul-away, are not available to Resellers. Certain products shown on the Website may not be available for purchase by a Reseller (“Reseller Restricted Products”). If you attempt to purchase a Reseller Restricted Product, your order will not be fulfilled for such Reseller Restricted Product and we will attempt to contact by phone or email you to inform you of this. You understand and agree that we may cancel any order which includes a Reseller Restricted Product or based on our reasonable suspicion of fraud. We also reserve the right to update our list of Reseller Restricted Products at any time.

Shipment and Export of Products. Reseller is solely responsible for shipment of products to its customers; Reseller may not have products shipped directly by DSI to its customers. Reseller shall ensure products and Product Materials are compliant with all applicable laws and regulations related to the products due to their use by Reseller’s customers.

End User Warranty. LIMITED WARRANTIES FOR PRODUCTS ARE ONLY PROVIDED TO AND ENFORCEABLE BY THE END USER CUSTOMERS. DSI PROVIDES NO WARRANTY OF ANY NATURE TO RESELLER.

Product Recalls & Customer Service. DSI will notify Reseller of any recall of products purchased by Reseller if and to the extent DSI is made aware of such recall by the product manufacturer. Reseller shall have full responsibility for notifying its customers of such recall in a timely manner, and shall promptly take additional steps related to such recall, as DSI may reasonably request. Reseller agrees to provide DSI with prompt written notice of any death, severe injury, malfunction, or customer service issue involving a product.

Reseller Insurance. Reseller represents that it has and will maintain at its sole expense the following insurance (“Insurance Coverage”) during and for three years following the termination of this Agreement: a) general commercial and product liability coverage with minimum limits of $2,000,000 each occurrence, $5,000,000 aggregate and $1,000,000 in Personal and Advertising Injury Coverage (Pers. & Adv. Inj.) naming Direct Supply, Inc. and its officers and employees as an additional insured on a primary basis.; b) workers’ compensation coverage required by law; and c) automobile liability insurance for all autos with a minimum single limit of $1,000,000 for bodily injury and property damage. Reseller agrees to furnish DSI with a current certificate of insurance upon placing an order for products and DSI will be named as an additional insured on all Insurance Coverage. A waiver of subrogation endorsement is required for all policies. No deductibles or self-insured retentions may exceed $25,000 without our written consent.

Discounts. The parties understand and agree that discounts, rebates or other purchase incentives provided on products constitute discounts or other reductions in price (“Discount”) under the anti-kickback provisions of the Social Security Act (“Act”). The parties each agree to use their best efforts to comply with requirements imposed on “sellers” and “buyers” under the Act and the “safe harbor” regulations regarding Discounts set forth in 42 C.F.R. § 1001.952(h). Customers 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 in any applicable cost report, to third party payors and patients; and (c) provide upon request by the Office of Inspector General, Secretary of the Department of Health and Human Services or any state agency access to this Agreement and all relevant information regarding all Discounts Reseller may receive and the actual prices Reseller pays. If Reseller is not the “buyer” of Covered Products to which any rebate or portion of any rebate relates (as the term buyer is used in the safe harbor regulations) Reseller: (x) acknowledges that it is acting as the agent for the buyer in receiving the rebate or portion thereof, (y) will promptly remit each such rebate, or portion of such rebate, to the buyer, and (z) will advise the buyer of its obligations as described in (a) through (c) herein.

Professionalism and Compliance. Reseller represents and agrees that it and its Staff will comply with all applicable laws, rules and regulations and the products provided hereunder including, without limitation, the Social Security Act, the U.S. Foreign Corrupt Practices Act, antitrust laws, local employee health and safety laws, and any applicable trade restrictions, export controls, and anti-boycott laws and regulations. Reseller further represents that it will not pay, offer, promise to pay, or authorize payment of any bribe or other unlawful benefit or remuneration to any customer, government official, political party official, candidate for office, or representative of any public international organization to obtain or retain businesses or to secure any improper advantage. Reseller certifies that it is not and has not been subject to any investigation, prosecution, litigation, conviction, assessment or finding of liability by a governmental authority involving the unlawful or negligent manufacture, import, or export of any products, materials or software; the unlawful treatment or employment of employees including without limitation any children; or any other law, regulation or treaty which is materially related to the Reseller’s obligations under these Terms. DSI is an affirmative action and equal opportunity employer. Only to the extent applicable with respect to any U.S. based employees, Reseller agrees to comply with the provisions of Executive Order 11246 as amended, 41 C.F.R. §60-741 (Disabled Persons) and § 60-250 (Veterans), and all relevant rules, regulations, and orders of the U.S. Secretary of Labor. Reseller represents and certifies that neither it, nor its owner(s), directors, officers, employees or any subcontractor retained by it is subject to sanctions under either the U.S. Medicare or Medicaid program, or is disbarred, excluded, suspended, or otherwise excluded from or determined to be ineligible to participate in any U.S. agency or program. Reseller will promptly notify DSI of any government investigation in which it becomes involved.

© 2013-2019 Direct Supply, Inc. All rights reserved.
Rev. 1-2019