terms and conditions

The following are the Terms & Conditions governing the delivery of supplies by PRECISION DISPOSABLE PRODUCTS(“Supplier”)to (“Purchaser”) for supplies.

  • Supplies
    • Purchaser is under no obligation to purchase from Supplier.
    • Items to be supplied include, but are not limited to, medical disposable, consumable, and safety supplies.
    • When Purchasing from Precision Disposables, or a re-seller of Precision Disposables, you agree not to resell our products on Amazon.com. Precision Disposable Products is the sole seller on Amazon.com and purchaser agrees to not resell Precision Disposable products on their site.
  • General Warranty
    • Supplier warrants that (A) the Services and or products, if any, will be performed and or delivered in a timely, professional manner in accordance with schedule requirements and consistent with the prevailing standards of care and skill exercised by professionals of similar scope and complexity; (B) the personnel performing the Services will be competent and knowledgeable in the relevant technologies; and (C) all materials and equipment supplied to Purchaser, if any, and any associated workmanship, will be free from errors, faults, and defects and in conformance with the requirements of this Agreement.
  • Severability and Enforceability
    • It is expressly acknowledged and agreed that the covenants and provisions hereof are separable; that the enforceability of one covenant or provision shall in no event affect the full enforceability of any other covenant or provision herein. Further, it is agreed that, in the event any covenant or provision of this Agreement is found by any court of competent jurisdiction or Arbitrator to be unenforceable, illegal or invalid, such invalidity, illegality or unenforceability shall not affect the validity or enforceability of any other covenant or provision of this Agreement. In the event a court of competent jurisdiction or an Arbitrator would otherwise hold any part hereof unenforceable by reason of its geographic or business scope or duration, said part shall be construed as if its geographic or business scope or duration had been more narrowly drafted so as not to be invalid or unenforceable.
  • Compensation, Billing Terms, and Procedures
    • Supplier will be paid either at time of sale, or on Terms of Net 30 as agreed upon in customer setup packet. Purchaser shall pay to Supplier the Compensation as follows:
      • Supplier shall provide to Purchaser an invoice (“Invoice”) detailing the specific supplies that were provided and the location where such supplies were delivered. Invoices shall include any and all information as provided on Sales Order. Supplier shall prepare Invoices that are correct and free of errors.
  • Issues Resolution
    • Escalation
      • Supplier shall ensure that Purchaser’s point of contact is properly informed of the current status of the product delivery and associated services as well as any issues and additional support requirements that arise during the performance of such. Issues are defined as any outstanding item (e.g., an obstacle that prevents the delivery of products or services from being completed) and that has a high probability of occurring (or has occurred) and that may (or has) adversely impact(ed) or inhibit(ed) the progress of the delivery of products or services (the “Issues”). Supplier and Purchaser contact will track and review open Issues on a monthly basis. High priority Issues will be included in the quarterly status reports. In the event the parties cannot agree how to resolve any issue in a timely manner, the parties shall use the escalation process described below.
    • For purposes of this Agreement, “Confidential Information” shall mean any and all tangible and intangible information and data, whether oral or in writing or in any other medium, relating mutually to Purchaser and/or Supplier and includes but is not limited to Clients or any other client or customer of Purchaser and/or Supplier including, without limitation, the finances, accounts, management, operations, policies, procedures, marketing information, computer programs, computer databases, techniques, products, inventions, personnel, trade secrets, know-how, designs, concepts, formulations, processes, manuals, supplier lists, customers, customer lists or any client or customer of Purchaser and/or Supplier, this Agreement and any attachments hereto, and any analysis or derivative work of any of the foregoing. Purchaser and/or Supplier shall not disclose any Confidential Information to any third party or to any of its officers, Employees, agents or representatives except to the extent they have a need to know in connection with the performance of eithers obligations under this Agreement.
  • Indemnification
    • Mutually, Purchaser and/or Supplier shall indemnify, protect, defend and hold one another (and each other's members, managers, employees, agents and representatives) harmless from any and all actions, demands, losses (including, without limitation, lost profits and consequential damages), recoveries, settlements, claims, damages, fines, penalties, payments, obligations, liabilities, expenses (including reasonable attorneys’ fees, expert witness fees and costs and fees and expenses incurred by either party in enforcing indemnification obligations as outlined within this agreement, including any appeals) and costs of every kind or nature, directly or indirectly resulting from, related to, in connection with, arising out of or alleged to be resulting from, related to, in connection with or arising out of any negligent act or omission, willful or intentional misconduct, or violation of the law by either party (or by either party's officers, Employees, agents, representatives and/or Suppliers and/or Subcontractors). Mutually, Purchaser and/or Supplier's obligations pursuant to this Section 7 shall apply whether the action, claim or demand proceeds to judgment or not and whether liability or payment is ever imposed on the indemnified party or not. The indemnification obligations of both Purchaser and Supplier set forth in this Section 7 shall survive the termination of this Agreement and the completion of the Services.
  • Miscellaneous
    • Entire Agreement
      • This Agreement contains the entire agreement of the parties hereto and supersedes any prior written or oral agreements or negotiations between them or their agents concerning the subject matter contained herein.
    • Nondisclosure; Nonsolicitation
      • Mutually, Purchaser and/or Supplier acknowledges and agrees that the identities of Purchaser’s and/or Supplier’s clients and the methods of conducting business in any form or fashion constitute trade secrets and that the unauthorized use or disclosure of any Purchaser and/or Supplier trade secrets obtained by either party during the Term constitute unfair competition. Purchaser and/or Supplier shall not engage in any unfair competition with one another.
    • Attorney's Fees
      • If either party becomes involved in arbitration, litigation or any other legal action arising from this Agreement or the performance of it, or because of any dispute, or alleged breach, default or misrepresentation in connection with any of the provisions of this Agreement, the court or tribunal in such arbitration or litigation or in a separate suit shall award reasonable costs and expenses of arbitration and litigation, including expert witness fees and attorney's’ fees, to the prevailing party or parties in addition to any other relief to which they may be entitled.
    • Time if of the Essence
      • Time and each of the terms, covenants and conditions of this Agreement are expressly made of the essence.
    • Amendment; Modification
      • This Agreement may not be amended or modified except in writing when agreed to by both parties.
    • Incorporation of Recitals
      • Recitals set forth above are incorporated into these agreements and made a part hereof by this reference.