Specialized Equipment for Specialty Healthcare

(800) 924-4655 USA/CAN
+1 (801) 875-4999 INTL

Purchase Order Terms and Conditions

Purchase Order Terms and Conditions

  1. Acceptance of Purchase Order: This purchase order (this “Order“) constitutes MTI’s offer to Seller and shall, upon acceptance by Seller, be a binding contract on the terms and conditions stated in this Order. Any terms and conditions proposed by Seller which are different from or in addition to the terms set forth in this Order shall not be binding upon MTI and shall be void and of no effect, except to the extent expressly accepted in writing by MTI’s authorized representative.
  2. Warranty & Inspection: Seller warrants that its products will be free from any defects of workmanship and meet MTI’s applicable specifications and will repair, replace, or credit any product not meeting those specifications. For products designed by MTI, Seller is responsible to verify that Seller has in its possession the drawing for the part number and revision listed on the Order. MTI reserves the right to inspect the product at any time (including before shipment at the Seller’s facility or after it has been in MTI’s inventory).
  3. Pricing: Pricing for the products will be as set forth on the face of this Order. MTI reserves the right to reject any invoice that does not match the pricing set forth in this Order. MTI shall pay all properly invoiced amounts when due, except for amounts disputed by MTI in good faith.
  4. Fees: MTI does not accept and will not pay any fees that are not specifically listed on the Order. This includes, but is not limited to, fuel surcharges, delivery fees, shipping and handling charges, and packaging fees.
  5. Changes & Substitutions: Seller will not make any changes or substitutions to any product purchased by MTI without notice and approval by MTI. For any unauthorized changes, Seller may be required to reimburse MTI for the purchase price and bear all costs of returning the product.
  6. Title: Title shall pass to MTI upon delivery of the products to the delivery location specified in this Order.
  7. Backorders: MTI does not accept backorders unless agreed to in advance. Each order shall be shipped complete and on schedule and this Order will be closed following delivery. Further shipments on the same Order will not be accepted or paid for unless agreed to in advance. Seller assumes all responsibility for extra costs associated with a backorder.
  8. Taxes and Duties: The prices stated in this Order include all applicable taxes and duties, except state and local sales and use taxes if applicable. Taxes must be a separate line item in Seller’s invoice. If noted on the face of the PO, pursuant to 26 CFR Ch. 1 § 48.4221-2 C(1), MTI will be responsible to pay the Medical Device Excise tax on FDA registered medical devices.
  9. Ownership: Ownership of and the right of immediate possession to all design specifications, data, tooling, equipment, software, or other materials furnished to Seller or paid for by MTI directly or indirectly for use by Seller in connection with this Order shall remain the property of MTI. Seller shall clearly mark such items as belonging to MTI and keep MTI’s items segregated in Seller’s facility. All design specifications, data, tooling, equipment, software or other materials shall be treated as confidential and proprietary. While in Seller’s care and custody, Seller shall keep such MTI items in good operating condition and use them exclusively in connection with this Order or, to the extent authorized by MTI, other MTI purchase orders.
  10. Indemnity: Seller shall defend, indemnify and hold harmless MTI and its directors, officers, affiliates, representatives and employees (collectively, “Indemnitees“) against any and all loss, claim, demand, action, suit, settlement, liability, judgment, obligations, damage, cost or expense (including reasonable attorney fees) arising out of or in connection with (a) the nature of the products purchased under this Order, and (b) breach of representations and warranties made by Seller, (c) breach of any contractual provision by the Seller, (d) violations of law, (e) losses incurred by any Indemnitee arising from product liability, and (f) any claim that Indemnitees’ use or possession of the products infringes or misappropriates the intellectual property rights of any third party.
  11. Confidentiality: Seller will not disclose any information received from MTI pursuant to this Order, including design specifications, data, drawings, and the existence of this Order.
  12. Governing Law: The laws of the State of Utah, U.S.A., shall govern this Order without giving effect to conflicts of law principles.