PRABADIN GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS

STANDARD TERMS AND CONDITIONS OF SALE
1. Compliance with Anti-kickback Laws. Invoice prices may be subject to a discount program. If so, the value of the discount and the goods to which the discount applies will be provided to you by Medline (“Company”) in the ordinary course of business. It is Customer’s responsibility to fully and accurately disclose such discounts in accordance with the requirements under the Social Security Act section 1128B and its implementing regulations under 42 CFR section 1001.952(h). Under these regulations, you are considered a buyer and must therefore adhere to all standards for buyers delineated in the regulation.
2. Governing Terms. Sale by Company of the goods described herein to the customer to which this invoice is addressed (“Customer”) is subject to the terms and conditions set forth on both sides of this invoice. This writing is not an acceptance of any offer made by Customer and Company hereby rejects any additional or different terms which may be contained in any of Customer’s purchase order, acknowledgement, or other forms or in any other communication heretofore or hereafter received from Customer.
3. Prices. Prices are subject to change at any time without notice.
4. Payment Terms. Subject to credit approval. Net payments on invoices shall be due in the number of days agreed to between the Company and Customer as reflected on this invoice. If Company(at its sole discretion) determines that Customer should not be extended credit, Company may demand payment in full prior to any delivery. In the event Customer timely returns goods sent on approval, payments made in respect of such goods, less applicable restocking fees, will be refunded. Past-due invoices are subject to a service charge, calculated on the outstanding balance at the lesser of (a) the rate of one and one-half percent (1.5%) per month, or (b) the highest rate authorized by applicable law, or (c) as contractually stipulated.
5. Taxes and Other Charges. Any tax, interest, penalty, fee, or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between Company and Customer shall be paid by Customer in addition to the prices quoted or invoiced. In the event the Company is required to pay any such tax, fee or charge Customer shall reimburse Company thereof.
6. Risk of Loss. Risk of loss of goods shall pass to the Customer upon the earlier of Company’s delivery to carrier or delivery into storage, regardless of whether the transport medium or storage facilities are owned and/or operated by Company, regardless of whether the Company charges Customer for storage and regardless of freight terms agreed to between Company and Customer.
7. Claims. All Claims related to shipment discrepancies, such as, shortages, defective, damaged goods or other must be made by Customer in writing fully setting forth the nature of the alleged shipment discrepancy within 15 days of shipment. Customer’s failure to so notify Company shall constitute irrevocable acceptance of the work and a waiver of any defect, damage, or shortage. Claims for damage or loss in transit must be made by Customer directly against the carrier.
8. Returns. All returns require a Returned Goods Authorization (RGA). For a detailed return policy, visit www.Medline.com or contact your local sales representative.
9. Limitation of Liability. The Company’s liability with respect to breaches of warranty and contract shall in no event exceed the sale price. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORT ON ANY TYPE OF STRICT LIABILITY THEORY OR ANY OTHER THEORY OFLIABILITY. Without limiting the generality of the foregoing, Company specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages, damages for lost profits or revenues, loss of use of products or any associated equipment, cost of capital, facilities, services, labor or salaries, downtime, shut-down or slowdown costs, spoilage of materials or for any other type of economic loss. All the limitations and disclaimers contained in the paragraph and in the rest of this contract shall apply to claims of Customer’s clients or any third party asserted by Customer against Company for indemnity or contribution, as well as direct claims of Customer against Company. Customer shall indemnify Company against any and all losses, liabilities, damages and expenses (including without limitation attorneys fees and other costs of defending any action) which Company may incur as a result of any third party claim.
10. Credit Balance. Customer agrees that it will request any credit balances on its account(s) be applied within one year of the credit’s issuance. IF SUCH REQUEST IS NOT MADE WITHIN ONE YEAR, ANY OUTSTANDING BALANCE(S) MAY BE SUBJECT TO CANCELLATION AND/OR ESCHEAT TO THE RESPECTIVE JURISDICTION.
11. Purchase Money Security Interest. Company reserves a security interest in the goods sold hereunder and proceeds thereof to secure the purchase price of such goods.
12. Returned Checks. Payments returned by your financial institution will be subject to returned check fee, state surcharges, and incidental fees.
13. HCPCS Code Information. HCPCS code information provided by Medline is intended as a general guideline only. The assignment of a HCPCS code to a product by THE PDAC should in no way be construed as an approval or endorsement of the product by THE PDAC, Medicare, or any other payer, nor does it imply or guarantee claim reimbursement or coverage. Coverage and reimbursement policies vary from one region or insurer to another. HCPCS code assignments are subject to change by THE PDAC. You must address all coverage and reimbursement issues (including the correctness and accuracy of HCPCS codes) with your individual payers, including but not limited to, your regional DMERC. Medline does not guarantee coverage or reimbursement of any products. It is your responsibility to ensure the accuracy and appropriateness of each claim you submit to your payers, in accordance with all applicable payer requirements.
14. International Sales. Customer agrees that product purchased from Medline will not be re-sold, distributed, exported or otherwise disposed of contrary to any relevant law or regulation, including but not limited to laws and regulations pertaining to embargoed countries and anti-boycott regulations.
15. Prompt Pay Discounts. Payment must be in the bank on the discount date. Prompt pay discounts are encouragement for prompt payments; DISCOUNTS NOT TAKEN AT THE TIME OF PAYMENT CANNOT BE CLAIMED AT A LATER DATE.
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