Terms and Conditions

Terms of Sale: These General Terms and Conditions (“General Terms”) are an integral part of the Contract executed by Buyer and JLC Medical LLC and, together with the Contract and the Schedules and Addenda attached thereto, the Product Warranty and the Special Terms, if applicable, shall govern the purchase by and sale to Buyer of JLC Medical LLC Products, and shall contain the entire Contract between Buyer and JLC Medical LLC with respect to the subject matter hereof and supersedes all prior proposals and agreements between the parties, whether oral or written, relating to the Products. Notwithstanding the foregoing, JLC Medical LLC has the right from time to time to amend these General Terms and Buyer agrees to be bound thereby. All prices provided by JLC Medical LLC are for direct purchases only. Buyer will be responsible for all charges and markups on Products purchased through distribution. Both parties acknowledge and agree that this Contract supersedes the terms and conditions of any purchase order used by Buyer and, except for delivery instructions and quantities ordered, any conflicting or additional terms are void and have no effect, but that Buyer may place orders by use of purchase orders for its convenience and to comply with its internal procedures and requirements. All orders are subject to approval and acceptance by JLC Medical LLC.

Governing Law: This Contract, including these General Terms, and any dispute or claim arising out of or relating to this Contract, or the sale of Product shall be governed by the laws, but not the law of conflicts of law, of the Commonwealth of Pennsylvania. Any claim or action brought by either party with respect to this Contract or the Products, shall be tried by a court and not a jury. Each party expressly and irrevocably waives any right to a trial by jury in any such claim or action. This Section constitutes a material inducement upon which JLC Medical LLC is relying in entering into the Contract.

Payment Terms: Payment terms are net thirty (30) days from date of invoice. Credit card payments will not be accepted without prior approval from JLC Medical LLC. Any taxes imposed upon the Product, its sale, transportation, delivery, use or consumption shall be the sole responsibility of Buyer. Buyer’s obligation to pay outstanding invoices and all other amounts is absolute and unconditional and is not subject to any abatement, reduction, set-off, defense, counterclaim, interruption, deferment or recoupment for any reason whatsoever. Balances remaining unpaid at their due dates are subject to a service charge of 1.5% per month or the highest rate permitted by law, whichever is lower, until paid. Any discounts, rebates, administrative fees, credits, or other fees due or owed by JLC Medical LLC to Buyer will be applied against delinquent balances before payment or reimbursement is made. Any disputed amounts should be reported immediately and remitted with the undisputed amount by the payment due date. If JLC Medical LLC agrees with the billing dispute, JLC Medical LLC will credit Buyer the amount of the agreed-upon billing dispute. All billing disputes must be made within thirty (30) days of the applicable invoice date, or will be deemed to be waived by Buyer. If payments are not made within the credit terms, or if Buyer becomes insolvent or bankrupt, JLC Medical LLC, in addition to its other available rights and remedies, may withhold further shipment until all overdue balances are made current, and may require prepayment of future orders prior to shipment. Buyer shall reimburse Aesculap for any costs and expenses incurred for collection of overdue amounts or enforcement of its rights, including without limitation, its reasonable attorneys’ fees, expenses and court costs.

Tax: Any taxes, fees or assessments imposed upon the Products, their sale, transportation, distribution, delivery, use or consumption shall be the responsibility of Buyer. Buyer must provide JLC Medical LLC with a resale/exemption certificate in order to avoid the withholding by JLC Medical LLC of applicable taxes. No refund or adjustment to previously withheld taxes will be made by JLC Medical LLC after sixty (60) days of the invoice date. Please mail proof of certification to: JLC Medical LLC., 2942 N 24th Street Suite114, Phoenix, AZ. 85016.