PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF PURCHASE CAREFULLY.

The following are Terms and Conditions of Purchase between Buyers (Reuse Medical Equipment) and all Sellers of Goods and Services.

1. Acceptance Agreement

These Terms and Conditions of Purchase are incorporated by reference into any Vendor Agreement between Reuse Medical Equipment and the Seller of any Goods, Merchandise, or Services. The Purchase Order, together with this Terms and Conditions of Purchase, shall be referred to as the “Purchase Order.”

Whether a Purchase Order is defined as an offer or an acceptance or confirmation of purchase, Reuse Medical Equipment specifically conditions its purchase of the Goods on Seller’s consent to these terms. This consent is required despite any differences, additions, or conflicting terms contained within any terms proposed by Seller, whether before or after acceptance of a Purchase Order. Reuse Medical Equipment specifically objects to and rejects all other terms unless they are explicitly communicated and approved in writing by an authorized Purchasing Manager of Reuse Medical Equipment.

The Purchase Order contains the entire agreement between the Buyer and Seller with respect to the purchase and sale of Goods and Services. No modifications or additions to the terms set out in the Purchase Order will be valid without written agreement.

2. Receipt of Shipment

If delivery is not made by the date specified in this Purchase Order, Buyer may, in addition to any other rights, cancel this order without any liability whatsoever.

Should it become necessary for Seller to ship in a more expensive way than specified in the Purchase Order to ensure delivery by the specified date, any increased transportation costs resulting from this shall be paid for by Seller, unless the necessity for rerouting or expedited handling has been caused by Buyer.

3. Inspection

All Goods delivered under the terms of this agreement are subject to final inspection and acceptance by Buyer. Acceptance shall not alter or affect the warranties of Seller specified in this agreement.

Buyer may hold rejected Goods for Seller’s instructions and at Seller’s risk, or return them to Seller at Seller’s expense. In this case, Buyer shall require the correction or replacement of the purchase. Seller shall promptly reimburse Buyer for damages sustained by Buyer, including freight costs, as a result of the failure of Goods to conform to the provisions and specifications set forth in the Purchase Order.

4. Unforeseen Event (Force Majeure)

Buyer may delay delivery or acceptance of the Purchase due to causes beyond its control (Force Majeure). Seller shall hold such Goods at the direction of Buyer and shall deliver them when the cause affecting the delay has been removed.

Buyer shall be responsible only for Seller’s direct additional costs in holding the Goods or delaying performance of this agreement at Buyer’s request. Causes beyond Buyer’s control shall include, but are not limited to, government action or failure of the government to act where such action is required, strike or other labor issue, fire, unusually severe weather, or any other unforeseen act of God.

5. Cancellation of Purchase Order

Buyer retains the right to modify or cancel the Purchase Order or any part thereof, to refuse delivery of any Goods, and to return to or hold for the account of Seller any Goods already received by Buyer, upon Seller’s failure to comply with the terms of the Purchase Order or failure to make a delivery in accordance with Buyer's shipping and instructions, which include, but are not limited to:

• Goods supplied by Seller do not meet specifications as set out in Purchase Order.
• Any Goods are defective.
• Goods are not satisfactory to the Buyer.
• Goods or Services are not delivered by the agreed-upon timeline.

The Buyer also reserves the right to cancel in the event of any unforeseeable cause beyond the control of Buyer, including any act or demand of the United States or any act of God or of the public enemy, terrorists, fire, flood, strike, embargo, failure of usual means of transportation, and any other case which in the judgment of Buyer may adversely affect the sale of any Goods by Buyer.

Buyer, in its discretion and without cause, reserves the right to cancel the Purchase Order or any part of the Purchase Order. Buyer’s maximum liability to the Seller on account of such cancellation shall be to pay only the agreed-upon price for Goods that have been delivered as of the time cancellation becomes effective. Buyer shall reimburse Seller its actual, non-recoverable costs of materials and direct labor expended in attempting to fulfill the Purchase Order prior to the cancellation in reasonable anticipation of fulfillment. No allowance shall be made to Seller for any overhead or anticipated profit for undelivered Goods. Seller shall deliver to Buyer any inventory paid for by Buyer pursuant to the preceding.

6. Changes

Buyer reserves the right to make changes at any time prior to shipment of goods or date of service, in drawings, designs, specifications, materials, packaging, time, and place of delivery.

7. Product Images

All product images shown on our website are for illustration purposes only, and actual products may vary due to product enhancement or change.

8. Indemnification

Seller shall agree to defend, assure, and hold harmless Buyer against all damages, claims, liabilities, and expenses (including, but not limited to, attorneys’ fees) arising out of or resulting in any way from:

• Any defect in the Goods or Services purchased within the scope of this agreement.
• Any act or error of Seller, its agents, employees, or subcontractors.

This indemnification shall be in addition to the warranty obligations of Seller.

9. Warranty

Seller expressly warrants that all Goods or Services provided under this Purchase Order shall:

• Conform to all specifications and appropriate standards.
• Be new or in as-specified condition.
• Be free from defects in material or workmanship, except as specified in the details of the Purchase Order.
• Conform to any statements made on the container, labels, or advertisements for such Goods or Services.
• Be adequately contained, packaged, marked, and labeled.
• Be merchantable (unless expressly noted in the Purchase Order).
• Be safe and appropriate for the purpose for which Goods or Services of that kind are normally used.

If Seller knows or has reason to know the particular purpose for which Buyer intends to use the Goods or Services, Seller warrants that such Goods or Services shall be fit for such a use.