Direct Supply Equipment & Furnishings Terms of Purchase

Direct Supply Equipment & Furnishings ("we" or "our") is a leading supplier to the Senior Living profession. We pride ourselves on outrageous customer service with respect to all of the products ("Products") and services ("Services") we provide to you or your company, as applicable, ("you" or "your"). These Terms of Purchase ("Terms") define our and your responsibilities, limitations and exclusions regarding the Products and Services purchased by you from Direct Supply Equipment & Furnishings, one of our divisions.

Terms

These Terms will become a binding contract between you and us upon the earliest of the following events: (a) you access and/or use our Website, (b) you order Products or Services by any means we make available to you, or (c) you make any payment to us for any Product or Service. 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. We reserve the right to update these Terms at any time by providing you with a copy of such updated Terms or otherwise posting such terms to our website (www.DirectSupply.com/terms-of-sale). The most current version of our Terms shall apply. 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.

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. 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 business purposes.

Shipping

We sell all Products F.O.B shipping point. 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 that we selected.

Pricing, Taxes & Payment

Prices on our Website and in our 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 only in the United States. Prices and availability are subject to change, and some prices shown on our Website or in the catalog may be in error. The price you will pay is the price reflected upon checkout when you purchase through our Website or the price quoted by our account manager when we accept your order. We will add to your invoice(s) and you agree to pay us any applicable tax in addition to the purchase price. Payment is due in full within 30 days from the date of our invoice (net 30 day terms). Invoices not paid within the agreed upon payment terms will be subject to and accrue the lesser of 1% interest per month or the maximum interest charge allowed by law. You agree to pay for our costs of collection, including without limitation reasonable attorney’s fees, in the event you fail to pay any invoices when due and we pursue legal action against you to collect such payments.

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 WEBSITES, 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 THIS AGREEMENT 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.

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.

No Resale or Export

You represent that any Product you purchase is for your own use within the United States. You may not resell Products purchased from us without our written consent. You agree to comply with all export control laws and not to export any Products to any country in violation of such export laws.

Confidential Information

Except to order or use Products or Services, neither you nor any of your employees or agents 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, copyrights). "Confidential Information" means all nonpublic, proprietary information whether written, electronic, or in any other form regarding us, 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 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. 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 the Sections of these Terms entitled "Website & Catalog Content," “Pricing, Taxes & Payment,” "Warranty, Disclaimer & Limitation," "Confidential Information," or "Other Legal Terms," which shall survive termination of these Terms for any reason.

Notice to Individual Medicare Beneficiaries

For individuals placing orders with us, please note that Medicare will pay for medical equipment and supplies only if a supplier has a Medicare supplier number. We do not have a Medicare supplier number. Medicare will not pay for any medical equipment and supplies we sell to you. You will be personally and fully responsible for payment.

Other Legal Terms

A party will not be responsible for a breach or failure to perform (excluding obligations to make payments) during such time the party is prevented from performing due to events outside such party’s reasonable control. The parties will comply with all laws applicable to them and the use of Products. To the extent Products purchased by you from us 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. 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 not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. This Agreement shall be governed by the internal laws of the State of Wisconsin and any dispute arising hereunder shall be heard exclusively in the state or federal courts located within Milwaukee County, Wisconsin.

© 2013- Direct Supply, Inc. All rights reserved.
Rev. 11-2017