Last Updated: 11/14/2024
1. Applicability & Agreement
These Terms govern the sale of goods (“Equipment”) by Provider Direct Medical Equipment, LLC (PDME), a Wyoming LLC operating as an out-of-state entity in North Carolina, to the customer identified on the Quote (“Buyer”).
The Quote and these Terms together form the entire agreement (“Agreement”) between PDME and Buyer, superseding any prior agreements or communications.
These Terms take precedence over Buyer’s purchase terms, if any. Buyer’s order fulfillment does not imply acceptance of any Buyer’s additional terms unless explicitly agreed in writing by both Parties.
2. Consignment Purchases
PDME may sell Equipment on behalf of a third party (“Consignee”), which will be noted as a “Consignment Sale” on the Quote.
The Consignee retains the right to deny any order up to shipment or de-installation. If payment was made, PDME will refund it upon denial.
PDME is not liable for delays caused by uncontrollable events affecting Consignees and is not responsible for incidental or consequential damages resulting from such delays.
Consignee warranties, if any, are non-transferable. Once ownership transfers to Buyer, any prior warranties become void.
3. Inspection of Equipment and Return
Condition of Equipment: PDME sells most Equipment “as-is,” with potential defects due to prior use. Buyer may request images and additional inspection materials.
Inspection Period: Buyer has three (3) business days from delivery to inspect Equipment and notify PDME of issues.
Return Policy:
- Returns are accepted only if the Equipment differs materially from the Quote. Cosmetic issues due to prior use are not grounds for return.
- Buyer is responsible for inspecting freight shipments on arrival. PDME is not responsible for damage claims post-acceptance.
Fixed Equipment Inspection: Buyer or their agent may inspect Equipment on-site prior to de-installation, at which point ownership transfers to Buyer.
4. No Express or Implied Warranty
Warranty Disclaimer: All Equipment is sold “as-is” with no express or implied warranties from PDME regarding its condition or functionality.
Release of Liability: Buyer, on behalf of itself and affiliates, releases PDME from any claims, obligations, or damages related to the Equipment after the sale.
Title Warranty: PDME will work with the Consignee to transfer a clear title, free of liens or encumbrances, to the Buyer.
5. Limitation of Liability
PDME is not liable for any indirect, incidental, or consequential damages (e.g., loss of revenue, profit, or use) related to the Equipment sale.
PDME’s total liability is limited to the purchase price of the Equipment.
6. Delivery of Equipment
FOB Terms: Equipment delivery is FOB Origin, Freight Prepaid and Charged Back. PDME handles initial freight and charges it to Buyer, who bears freight, handling, and processing costs and assumes ownership in transit.
Delivery Dates: PDME will make commercially reasonable efforts to meet delivery dates but does not guarantee specific dates.
Delivery Delays: PDME is not liable for losses or expenses due to shipment delays.
7. Severability
If any part of this Agreement is unenforceable, the remaining provisions will remain in effect. Section headings are for reference only.
8. Waiver
PDME’s waiver of any Agreement provision is effective only if explicitly stated in writing. Failure to enforce any provision does not waive future enforcement.
9. Governing Law
This Agreement is governed by North Carolina law. All disputes will be handled in the courts of Mecklenburg County, North Carolina.
10. Dispute Resolution
Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration conducted in Mecklenburg County, North Carolina, in accordance with the rules of the American Arbitration Association. Each Party shall bear its own costs and fees associated with the arbitration, and the decision of the arbitrator(s) shall be final and binding on the Parties.
Provider Direct 