Conditions of Sale
These Standard Terms and Conditions of Sale (“Terms”) govern all quotations, proposals, purchase orders, invoices, sales, shipments, products, services, and transactions between Southeast Physician Solutions (“Company,” “we,” “our,” or “us”) and the purchaser (“Client,” “you,” or “your”), unless otherwise agreed in a separate written agreement signed by an authorized representative of the Company.
The Company’s acceptance of any order is expressly conditioned upon Client’s acceptance of these Terms. Any additional, different, or inconsistent terms contained in any purchase order, acknowledgment, or other communication from Client are rejected and shall not apply unless expressly accepted in writing by an authorized executive of the Company. Acceptance of products, services, or payment shall constitute Client’s acceptance of these Terms.
Unless otherwise expressly stated in writing, the Company’s products and services are intended solely for lawful, authorized, and compliant professional, clinical, research, laboratory, or operational use, as applicable to the product or service provided. Client is solely responsible for ensuring that all purchased products and services are used in accordance with all applicable laws, regulations, manufacturer guidance, and professional standards.
1. Payment Terms
Unless otherwise approved in writing by the Company, full payment is due prior to shipment. If the Company extends credit or approves invoicing terms, payment shall be due according to the terms stated on the invoice.
Any invoice not paid when due may incur a late fee of $150.00 plus interest at the rate of 2% per month, compounded monthly, on all past-due amounts, or the maximum rate permitted by law, whichever is less. Any unpaid invoice remaining outstanding more than 65 days from the invoice date may be deemed delinquent, and the Company reserves the right to suspend further performance, withhold future shipments, revoke credit terms, and pursue collection or legal remedies. Client shall be responsible for all reasonable collection costs, including agency fees, attorney’s fees, court costs, and related expenses.
2. Taxes
Prices do not include sales tax, use tax, excise tax, import duties, tariffs, or any other governmental charges unless expressly stated otherwise. Client is solely responsible for all such taxes, fees, and charges arising from the sale, shipment, receipt, storage, or use of products or services, excluding taxes based on the Company’s net income.
3. Hazardous or Medical Waste
Client is solely responsible for the lawful handling, storage, disposal, and management of any hazardous, biological, medical, regulated, or other waste generated in connection with the products after delivery. Client shall comply with all applicable federal, state, and local laws and regulations concerning waste handling and disposal.
4. Changes to Orders
Client may request changes to an order prior to shipment by submitting a written request or revised purchase order. No requested change shall be binding unless accepted by the Company in writing. The Company reserves the right to adjust pricing, lead times, shipping schedules, and other terms in connection with any approved order change.
5. Product Condition; Limited Replacement Policy
Due to the nature of many healthcare, biologic, laboratory, temperature-sensitive, time-sensitive, or specialty products, the Company does not provide returns, exchanges, warranties, credits, or replacements once products have been delivered, except as expressly provided in this Section or otherwise required by law.
If Client believes delivered products are nonconforming due to a shipping error, shortage, or material defect, Client must notify the Company in writing within two (2) calendar days of delivery and provide sufficient supporting documentation and evidence reasonably requested by the Company. If the Company determines, in its sole reasonable discretion, that the product was nonconforming at the time of delivery, the Company may elect to replace the product or provide another commercially reasonable remedy. No remedy shall be available for issues arising after delivery due to Client’s storage, handling, transport, procedures, administration, misuse, modification, delay, or other post-delivery circumstances.
6. Claims for Shortage or Delivery Error
Claims for shortages, incorrect products, or delivery errors must be made in writing within one (1) calendar day after delivery. Failure to timely notify the Company shall constitute acceptance of the shipment as delivered.
7. Returns
No products may be returned for credit, replacement, or other consideration without the Company’s prior written consent. Any approved return must comply with the Company’s return instructions and may be subject to restocking fees, handling fees, or disposal charges where applicable.
8. Shipping; Risk of Loss
Unless otherwise agreed in writing, shipping methods and carriers are selected by the Company in its discretion. Delivery dates are estimates only and are not guaranteed. Risk of loss and title pass to Client upon delivery of the shipment to the carrier, unless otherwise required by law or expressly agreed in writing. Client is responsible for obtaining shipping insurance if desired.
The Company shall not be liable for carrier delays, temperature deviations caused by transit conditions beyond its reasonable control, or any loss occurring after the carrier takes possession of the shipment.
9. Cancellation
Orders accepted by the Company may not be canceled without the Company’s prior written consent. If cancellation is approved, Client shall pay for all completed work, work in progress, committed inventory, allocated materials, non-cancelable vendor charges, applicable restocking costs, and any reasonable cancellation fees or lost margin determined by the Company.
10. No Medical, Legal, or Regulatory Advice
Unless expressly stated in a separate written agreement, the Company does not provide medical advice, legal advice, or regulatory compliance advice. Any information, support, documentation, or consultation provided by the Company is for general informational or operational purposes only. Client remains solely responsible for all clinical decisions, treatment decisions, patient care, legal compliance, regulatory compliance, and internal business decisions.
11. Limitation of Liability
To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, loss of business, loss of opportunity, reputational damage, data loss, business interruption, or third-party claims, arising out of or relating to any product, service, transaction, shipment, delay, or use of products.
The Company’s total cumulative liability arising from or relating to any order, product, or service shall not exceed the amount actually paid by Client to the Company for the specific product or service giving rise to the claim.
12. Hold Harmless
Client agrees that the Company shall not be responsible for acts, omissions, treatments, procedures, protocols, experiments, misuse, repackaging, relabeling, improper storage, improper handling, or any clinical or operational decisions occurring after delivery. Client assumes all responsibility for product use after delivery and agrees to release, defend, indemnify, and hold harmless the Company from any claims, damages, losses, liabilities, costs, and expenses arising from such use, except to the extent caused solely by the Company’s gross negligence or willful misconduct.
13. Indemnification
Client shall indemnify, defend, and hold harmless Southeast Physician Solutions and its officers, directors, affiliates, employees, contractors, successors, and assigns from and against any and all claims, demands, actions, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses, including reasonable attorney’s fees, arising out of or related to:
Client’s negligence, misuse, or lack of care;
Client’s violation of any law, regulation, ordinance, or professional standard;
Client’s storage, handling, resale, transfer, or use of any product or service;
Client’s infringement or alleged infringement arising from combination of products or services with other goods, systems, or materials not supplied by the Company; or
Any third-party claims arising from Client’s conduct or operations.
14. Default
If Client breaches these Terms, fails to make timely payment, becomes insolvent, or otherwise defaults on any obligation, the Company may, in addition to any other available remedy, cancel pending orders, suspend future shipments, declare all outstanding amounts immediately due and payable, and exercise any rights available under applicable law.
15. Delay and Deferred Delivery
If Client requests delayed shipment or deferral of delivery, Client shall remain responsible for payment according to the original schedule unless otherwise agreed in writing. The Company may assess storage, handling, preservation, refrigeration, or related charges for goods held at Client’s request.
16. Confidential Information
Any non-public, confidential, or proprietary information disclosed by either party in connection with an order, including specifications, plans, pricing, product information, operational data, business methods, and documentation, shall be treated as confidential and shall not be disclosed to any third party except as required to perform under the transaction or as required by law. This obligation does not apply to information that is publicly available without breach, already lawfully known, or independently obtained from a third party without restriction.
17. Technical Data
Client shall not use, duplicate, disclose, distribute, or exploit any technical data, specifications, documentation, or product-related information provided by the Company except as necessary for the authorized use of purchased products or services, unless otherwise approved in writing by the Company.
18. Intellectual Property; License
All intellectual property rights related to the Company’s products, services, branding, documentation, website content, processes, and materials remain the exclusive property of the Company or its licensors. No license, transfer, or ownership right is granted except the limited right for Client to use purchased products or services for their intended authorized purpose.
Client shall not resell, repackage, relabel, distribute, sublicense, reverse engineer, reproduce, or commercially exploit any product, service, documentation, or proprietary material without the Company’s prior written approval.
19. Insurance
Upon written request, the Company may provide evidence of applicable insurance coverage, if available and appropriate.
20. Relationship of the Parties
Nothing in these Terms creates any partnership, joint venture, employment, agency, fiduciary, or franchise relationship between the parties. Neither party has authority to bind the other.
21. Compliance With Laws
Client shall comply with all applicable federal, state, local, and international laws, rules, and regulations in connection with the purchase, receipt, storage, transfer, and use of products and services. Client is solely responsible for determining whether any product or service is appropriate and lawful for Client’s intended use.
22. Facility Access and Security
Due to safety, regulatory, confidentiality, and operational requirements, the Company may maintain restricted access policies for any manufacturing, storage, laboratory, fulfillment, or administrative facilities. Tours, visitor access, vendor access, and third-party entry may be limited or prohibited except with prior written approval and subject to all required safety, privacy, and compliance measures.
23. Notices
All notices required under these Terms must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email to the contact information designated by the receiving party. Notices shall be deemed given when actually received.
24. Force Majeure
The Company shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, weather, pandemics, public health emergencies, fire, flood, labor disputes, supply shortages, transportation failures, embargoes, governmental action, war, terrorism, cyber incidents, utility outages, or other unforeseen events.
25. Website Use
Use of the Company’s website is subject to these Terms and any separate privacy policy, website terms of use, or other posted policies. Client may not copy, reproduce, republish, distribute, frame, scrape, or commercially exploit website content, branding, logos, graphics, documents, or materials without the Company’s prior written consent.
26. Cookies
The Company’s website may use cookies and similar technologies to improve website functionality, analytics, and user experience. By using the website, users acknowledge and consent to such use in accordance with the Company’s Privacy Policy.
27. Hyperlinks and Third-Party Content
The Company may permit certain links to or from its website at its discretion. The Company is not responsible for third-party websites, third-party content, or any damages arising from links to external sources. No party may use the Company’s name, marks, logo, or branding in connection with linking or promotion without prior written consent.
28. iFrames and Content Restrictions
Without prior written approval, Client or any third party may not create frames around the Company’s webpages or otherwise alter the visual presentation or appearance of the Company’s website.
29. Severability
If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
30. Waiver
No waiver by the Company of any breach or default shall be deemed a waiver of any subsequent breach or default. No waiver is effective unless in writing and signed by an authorized representative of the Company.
31. Assignment
Client may not assign, transfer, or delegate any rights or obligations under these Terms without the Company’s prior written consent. Any attempted assignment without consent shall be void.
32. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the state in which Southeast Physician Solutions principally operates, without regard to conflict-of-law rules, unless otherwise stated in a signed written agreement.
33. Entire Agreement
These Terms, together with any accepted quote, invoice, or signed written agreement, constitute the entire agreement between the parties regarding the subject matter and supersede prior discussions or understandings relating to the same subject matter.
34. Modifications
No modification of these Terms shall be binding unless in writing and signed by an authorized representative of the Company.