Terms and Conditons
IMS offers open account purchases, subject to prior credit approval. To obtain a Credit Application, please complete the 'Set-Up A New Account' form or contact our Customer Service team at 800-755-3800.
All invoices are payable in accordance with stated terms and are deemed paid when payment is received by IMS. Effective May 1st 2019, IMS will continue to accept credit card payments (by credit cards acceptable to IMS) as an alternate method and convenience to our Customers; however a 2.75% Convenience Fee will be assessed. Any taxes imposed upon the sale, delivery, use or consumption of IMS’s products and services are the responsibility of the Customer. All sums not paid by Customer within stated terms shall accrue interest at the lower of 1.5% per month or the maximum interest rate allowed by law, prorated on a daily basis. Customer shall be liable for IMS’s cost of collecting past due amounts, including, without limitation, reasonable attorney fees and disbursements. Any disputed invoice amounts should be reported immediately, with the undisputed amount remitted by the invoice due date. IMS will credit Customer for agreed-to billing errors in a timely fashion. Customer acknowledges that failure to pay any invoice amount when due shall constitute a material breach by Customer of its contract with IMS. Without prejudice to any of its other rights, IMS may withhold shipments of any orders if Customer has not paid all its invoices within terms.
Customer orders in excess of established minimum order amounts will be shipped FOB shipping point via ground services. Supply orders totaling $500.00 or more will be shipped free of freight charges. F.O.B. shipping point via normal ground delivery, with the exception of products that have weight and dimensional freight surcharges including, but not limited to, enteral formulas, disposable incontinence products, all I.V. irrigation and cleaning solutions, I.V. poles, cold/hot packs, sharps containers, “mail-back” systems and all poly bags. Such products will be assessed freight charges regardless of order value.
1.2 No Minimum Order
IMS has no minimum order requirement. Orders placed under $200.00 will be subject to a $15.00 handling fee and all normal freight charges will apply.
1.3 Normal Ground Delivery
Orders placed before 3 p.m. local time will be shipped the same day via normal ground delivery, subject to prior credit approval.
1.4 Back Orders
Our fill rates are among the highest in the industry. However, we occasionally experience out-of-stock on some merchandise. IMS will make every effort to keep out-of-stocks to a minimum and will ship product upon receipt.
1.5 Expedited Shipping
For your convenience, IMS provides expedited next-day or second-day delivery for any order received by 4 p.m. local time, subject to prior credit
approval. All expedited shipping charges will apply.
1.6 Goods Damaged In Shipment
If a shipment arrives with visible damage, you should refuse the damaged product. IMS will call you for further instructions when the damaged product has been received back to our facility. If you accept delivery of product with visible damage, you should report all such damages to the carrier at the time of delivery, and make note of all visible damage on the bill of lading to avoid being held responsible for payment of the product delivered. In the event you sign for a package that does not contain visible damage, but upon full inspection it is determined to have concealed damage, please contact our Customer Support Department within 48 hours at 800-755-3800 to report the damage and obtain further instructions. We will credit or reship all products reported as damaged provided you have followed the procedures set forth above and notified us within 48 hours of the receipt of the damaged products, provided such damage is not the result of your mishandling, neglect or abuse.
1.7 Return Information
Customer satisfaction is our number one priority at IMS, and we realize that from time to time you may need to return an item. Please call our Customer Service Team at 800-755-3800 to obtain an RGA (Return Goods Authorization) number. All product returned to IMS must be freight prepaid, have an RGA number and be in the original manufacturer packaging and suitable for resale. No partial cases or boxes are eligible for return or credit. All returns are subject to a restocking fee of $25.00 or 20%, whichever is greater. Full credit will only be issued for defective product or for shipping errors made by IMS, provided customer notifies IMS within 48 hours of receipt of shipment. No credit will be issued after 30 days following date of purchase.
Items Not Eligible for Return:
• Partial Cases
• Items Not Ordered by Catalog Number
• Items Not Returnable to the Manufacturers
• Special Order Items
We reserve the right to change or modify ordering information and policies above. All orders are subject to our Standard Terms and Conditions. IMS can not be held responsible for typographical errors. We reserve the right to discontinue, or to not maintain stock of, any product at any time without prior notice.
Rental Terms and Conditions
2.1 Rental Equipment Schedule
Unless covered by a prior existing written contract signed by IMS, the terms and conditions set forth below govern the rental, from IMS to CUSTOMER, of all Biomedical Rental Equipment (the “Rental Equipment), hereinafter referred to as “Rental Equipment,” from IMS.
2.2 Rental Equipment Billing
The IMS Rental Invoice lists each unit of Rental Equipment in the possession of CUSTOMER. It is the responsibility of CUSTOMER to review this rental invoice and notify IMS of any Rental Equipment, which is not in the possession of CUSTOMER. Such discrepancies must be reported to IMS in writing within thirty (30) calendar days of CUSTOMER’S receipt of this invoice, or CUSTOMER will be deemed to have acknowledged possession of the Rental Equipment.
2.3 Payment of Fees
Payment of the invoice amounts by CUSTOMER shall be due, in accordance with instructions of this invoice, within thirty (30) days of the date of this invoice. Invoice amounts shall be deemed paid when payment is received by IMS. All sums not paid by CUSTOMER within such thirty (30) day period shall accrue interests at the lower of two percent (2%) per month or the maximum interest rate allowed by law. CUSTOMER shall be liable for IMS’s cost of collection, including, without limitation, disbursements and costs and reasonable attorney fees.
CUSTOMER shall return malfunctioning Rental Equipment and accessories to IMS. IMS will make repairs, free of charge to CUSTOMER, to all Rental Equipment determined to be defective, or will replace the Rental Equipment and accessories with another piece of Rental Equipment and accessories of the same model type at IMS discretion. In the event that IMS determines that malfunctioning of Rental Equipment is a result of accident, alteration, misuse, damage, repair by other than an IMS authorized representative, or, in the event that, at the time of failure, such Rental Equipment was not being operated in the manner prescribed in the original manufacturers operating manual, IMS will charge to CUSTOMER and CUSTOMER agrees to pay IMS for either the cost of repair or the replacement cost of the Rental Equipment to bring the Rental Equipment to original manufacturer specifications. IMS shall notify CUSTOMER in writing the amount of the repair cost and the amount of the replacement cost. CUSTOMER shall have ten (10) days to respond to IMS after which time IMS shall invoice CUSTOMER the lower of the cost to repair or the replacement value.
2.5 Periodic Maintenance
CUSTOMER acknowledges that Rental Equipment rented from IMS may require periodic preventive maintenance and recertification services.
CUSTOMER also acknowledges that it is the responsibility of CUSTOMER to review recertification and maintenance requirements set forth by the
manufacturer of the Rental Equipment and to return such Rental Equipment and all related accessories to IMS in a timely manner, in order that IMS may conduct any necessary maintenance and recertification services for such Rental Equipment. CUSTOMER shall prepay insurance and freight charges incurred in such return of Rental Equipment and accessories to IMS. Upon receipt of such Rental Equipment and accessories, IMS will perform routine preventative maintenance and recertification services, at no charge to CUSTOMER. Notwithstanding anything contained herein to that contrary, IMS shall make repairs to damaged Rental Equipment in accordance with section 2.4
2.6 Return Procedure
CUSTOMER may terminate the rental of any Rental Equipment by phoning IMS’s Customer Service Department at the then current IMS telephone
number and expressing intent to terminate. IMS shall then issue CUSTOMER a Returned Goods Authorization Number (an “RGA number”). The rental term and the accrual of rental fees shall be deemed to terminate on the date that IMS Customer Service issues the CUSTOMER am RGA number. If CUSTOMER should fail to comply with any material term or condition of this Agreement, IMS may, in its sole discretion, repossess, relet, or sell any Rental Equipment and accessories and shall retain all remedies permitted by law and equity. In such event, CUSTOMER shall agree to permit IMS to enter CUSTOMER’S premise, upon reasonable request, for the purpose of repossessing or removing any of the Rental Equipment and accessories
covered by this Agreement. CUSTOMER agrees that IMS’s removal of Rental Equipment shall not relieve CUSTOMER of any of its obligations under this Agreement. CUSTOMER agrees to pay reasonable costs and expenses, including but not limited to attorney’s fees, incurred by IMS in the repossession, reletting, sale, releasing, transportation, or handling of Rental Equipment. If a rental under this Agreement is terminated by IMS due to CUSTOMER’S material breach of this Agreement or by CUSTOMER for any reason, CUSTOMER shall prepay insurance and freight charges incurred in the return of the Rental Equipment to IMS. Risk of loss shall remain with CUSTOMER, until such returned Rental Equipment is actually received by IMS. CUSTOMER shall also return all manuals and accessories within the time limitation provided for the return of the Rental Equipment. CUSTOMER agrees that it is responsible under all circumstances.
2.7 Return Packaging
For purpose of return, CUSTOMER shall package Rental Equipment and accessories in accordance with OSHA Bloodborne Pathogen standards,
29CFR1910.1030 (https://www.osha.gov/pls/oshaweb/owadisp.show_document?p_table=STANDARDS&p_id=10051). All manuals and accessories for Rental Equipment shall be returned with the Rental Equipment. CUSTOMER shall prepay insurance and freight. Receipt of Rental Equipment by IMS does not constitute acceptance. In the event that returned Rental Equipment is damaged due to CUSTOMER abuse, neglect, or insufficient packaging, IMS will charge to CUSTOMER and CUSTOMER agrees to pay per section 2.4 of this Agreement.
All Rental Equipment and accessories shall remain the sole and exclusive property if IMS. CUSTOMER shall have no right, title or interest to or in the Rental Equipment and accessories, except the right to make use thereof and the right to maintain possession thereof in accordance with the terms of this Agreement. IMS hereby represents and warrants to CUSTOMER that IMS has the full legal right and authority to rent the Rental Equipment to CUSTOMER as set forth herein. CUSTOMER agrees to clearly identify all Equipment rented hereunder as IMS property. In accordance with §9-509(a)(1) of the Uniform Commercial Code (UCC), CUSTOMER hereby authorizes the filling by IMS at any time from and after the date of this Invoice (including without limitation prior to the execution and delivery of a security agreement in accordance with §9-502(d) of the UCC) of initial Uniform Commercial Code financing statements, and to the extent necessary or appropriate, amendments thereto, in all appropriate jurisdictions which reflect the ownership of title and any and all other valid security interests taken in favor of IMS with respect to any and all Equipment hereunder.
2.9 Loss or Damage
CUSTOMER shall be liable for any loss of or damage to the Rental Equipment and accessories while in the possession of CUSTOMER. If the Rental Equipment or accessories are lost, damaged, or destroyed during the Possession Period, CUSTOMER shall pay the lower of either the repair required to bring the Rental Equipment to the manufacturer’s original specifications or the replacement of the Rental Equipment or accessories. IMS shall notify CUSTOMER in writing of its findings once the cause of the damage and the repair or replacement costs have been determined. CUSTOMER shall have ten (10) days to respond to IMS after which time IMS received the returned Rental Equipment and/or accessories. Under no circumstances will previously remitted rental fees be applied to the cost of repair or replacement of lost, damaged, or destroyed Rental Equipment or accessories.
2.10 Limit of Liability
In no event will IMS be liable for (1) any special, consequential, or incidental damage, or (2) any cost or procurement of substitute products or services, or (3) any damages whatsoever resulting from loss of use or profits that CUSTOMER may suffer directly or indirectly, regardless of the form of the action, whether in contract, tort (including negligence), string product liability or otherwise, even if IMS has been advised of the possibility of such damage, or (4) any damages in excess of amounts that the CUSTOMER has paid to IMS in rental fees with respect to such device, or (5) any damages arising from breach by CUSTOMER of its obligations with respect to proper installation and periodic maintenance of equipment, or any intentional, willful or negligent acts or omissions by CUSTOMER or its employees or agents with respect to patients. This limitation of liability applies to all causes of action including, without limitation breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts.
CUSTOMER agrees to indemnify, hold harmless and defend IMS from and against all losses, claims, suits, damages, actions, causes of action, proceedings, demands, assessments, settlements, judgements, costs, expenses, and any other liabilities of any kind or nature, including reasonable attorney’s fees, imposed on or arising out of, or relating to CUSTOMER’S negligence or willful act or omission. IMS shall not be required to take any action or make any claim against a third person as a precondition to seeking indemnification hereunder. IMS shall timely notify CUSTOMER of any intended claim for indemnification.
Defaults and Remedies
CUSTOMER will be in default of this Agreement if, for any reason; (1) CUSTOMER does not fully pay, when due, any rent or other payment due in connection with this Agreement, (2) CUSTOMER fails to perform, in a full and timely manner, any agreement or obligation under this Agreement, (3) any representation or warranty of CUSTOMER’S to IMS is false when made, (4) bankruptcy, insolvency, or receivership proceedings are filed by or against CUSTOMER, and are not dismissed within 30 days, (5) CUSTOMER files or acquiesces in any bankruptcy, insolvency, or receivership proceeding, as debtor. If any fault occurs, IMS may, in its sole discretion and upon giving notice to customer, exercise one or more of the following remedies as it desires: (a) immediately terminate this Agreement as to any or all Equipment and declare immediately due and payable all rental fees, (b) take possession of any or all equipment, wherever located and, for this purpose, enter any premises that CUSTOMER then owns or occupies, (c) take legal action to enforce CUSTOMER’S obligations under this Agreement, including suing for damages, apply any and all Advanced Rental Deposits to any amount that CUSTOMER owes, or (d) exercise any rights that IMS then has under applicable law.
In the absence of a formal Rental Agreement between IMS and Customer, this document contains the entire agreement relating to the subject matter contained herein and supersedes all prior or contemporaneous agreements, written or oral, between the parties. The terms and conditions of this agreement shall apply to all current and future rentals of Equipment from IMS by CUSTOMER. This Agreement may not be modified except by written document signed by an authorized representative of each party.
All notices required or authorized under this Agreement shall be given in writing. All notices shall be effective upon receipt, if delivered in person or by fax, or upon mailing, if sent by overnight courier or mailed at a U.S. Post Office, first class mail, postage prepaid, and addressed or delivered to the other party’s address as set forth below, or such other address as the party to be served may specify by advanced written notice to the party delivering notice.
No term of this Agreement shall be considered waived and no breach excused by either party unless made in writing. No consent, waiver, or excuse by either party, expressed or implied, shall constitute a subsequent consent, waiver or excuse.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable such provision shall be severed from this Agreement and the remaining provisions will remain in full force and effect.
Each of the parties shall execute such documents, further instruments of transfer and assignment and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.
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