Identify Diagnostics drug test technology is a lateral flow chromatographic immunoassay designed to qualitatively (presumptive result) detect the presence of drugs and drug metabolites in human urine. We offer SAMSHA or custom cut-off levels to meet any diagnostics need your lab might demand.
Our parent company, Medical Distribution Group, Inc, was founded in 2006 and our focus has always been on the customer. Our growth is due to laser focus and listening to the customers' requests. Customers demand quality, accuracy, and affordability from a company that treats them like a partner. The core values of being family owned and operated is what gives us the competitive advantage of true partnership.
Terms and Conditions
MEDICAL DISTRIBUTION GROUP, INC.
Standard Terms and Conditions of Sale
(a)These terms and conditions of sale (these "Terms") are the only terms which govern the sale of the products ("Products") by Medical Distribution Group, Inc. ("Seller") to a buyer of Products from Seller ("Buyer").
(b)Seller’s order acknowledgment that accompanies these Terms and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
(c)If Seller’s order acknowledgment is not acceptable, BUYER SHALL ADVISE SELLER IN WRITING upon receipt of the order acknowledgment and before returning a signed acceptance of the order acknowledgment. All orders for Products are expressly conditioned upon Buyer returning a signed acceptance of Seller’s order acknowledgment which includes these Terms, and no contract for sale shall be formed until Seller’s receipt thereof. Notwithstanding the foregoing, if Buyer makes payment for the Products, Buyer will be deemed to have accepted Seller’s order acknowledgment and agreed to these Terms. Other terms and conditions (including any terms and conditions unilaterally proposed by Buyer in its purchase order or otherwise), whether written or oral, are hereby expressly rejected by Seller, and failure by Seller to object to any other term or condition, and/or Seller’s fulfilment of an order or shipment of any Products, shall not be deemed acceptance of Buyer’s terms or conditions.
(d)Except as otherwise expressly provided in these Terms, upon Seller’s receipt of Buyer’s signed acceptance of Seller’s order acknowledgement, the order may be cancelled only by mutual written consent of the parties. If Buyer is in default by failure to pay any previous invoice within credit terms at the expected date of shipment of the Products or any part thereof, or if Seller has received any adverse credit information about Buyer, Seller may delay shipment and/or cancel the unshipped balance of the Products without liability (other than to return any deposits). In the event of U.S. or foreign government intervention, trade restrictions, force majeure, and/or quotas, which may delay or prevent delivery of the Products or any part thereof, Seller, at Seller's option, may cancel the unshipped balance of the Products without liability. In the event any of the Products shall become subject to any governmental fees or duties not presently in effect or to any increase in any existing fee or duty including, without limitation, any antidumping duty or countervailing duty, Seller shall have the right to cancel the unshipped balance of the Products without liability.
(a)The Products will be delivered within a commercially reasonable time after Seller’s receipt of its order acknowledgment signed by Buyer, subject to Buyer timely making all payments required under the order acknowledgement and availability of Products.
(b)Unless otherwise agreed in writing by the parties, Seller shall deliver the Products to the carrier at Seller’s warehouse (the "Delivery Point") using Seller's standard methods for packaging and shipping such Products. Seller shall not be responsible for delays, loss or damage in transit or non-delivery of Products by the carrier.
(c)Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay on a pro rata basis for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order.
3.Shipping Terms. Delivery shall be made FOB Delivery Point. Seller shall make delivery in accordance with these Terms.
4.Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery of the Products to the carrier at the Delivery Point. As collateral security for the payment of the Price in full for the Products, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Florida Uniform Commercial Code.
5.Inspection and Rejection of Nonconforming Products.
(a)Buyer shall inspect the Products within five (5) days of receipt ("Inspection Period"). Buyer will be deemed to have accepted the Products unless it notifies Seller in writing of any Nonconforming Products during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. "Nonconforming Products" means only if the Product shipped is materially different than identified in Seller’s order acknowledgment.
(b)If Buyer timely notifies Seller of any Nonconforming Products, Seller shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the Price for such Nonconforming Products. Buyer shall ship, at its expense and risk of loss, the Nonconforming Products to the Delivery Point. If Seller exercises its option to replace Nonconforming Products, Seller shall, after receiving Buyer's shipment of Nonconforming Products, deliver to Buyer, at Seller’s expense and risk of loss, the replaced Products to Buyer at the same location where the Products were initially shipped unless timely notified of an alternative location.
(c)Buyer acknowledges and agrees that the remedies set forth in Section 5(b) are Buyer's exclusive remedies for the delivery of Nonconforming Products. Except as provided under Section 5(b), all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to Seller.
(a)Buyer shall purchase the Products from Seller at the prices (the "Price(s)") set forth in Seller's order acknowledgment or purchase price advertised online.
(b)All Prices quoted are exclusive of transportation costs and all taxes including, without limitation, sales, use and excise taxes, and any other taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer or other costs as set forth in Section 1(d). Buyer shall be responsible for all such charges, costs and taxes; provided, that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, or gross receipts.
7.Online Payment Terms.
(a)Buyer shall pay all invoiced amounts due to Seller as provided in Seller’s order acknowledgment. Buyer shall make all payments in U.S. dollars.
(b)Buyer shall pay interest on all late payments at the lesser of 1.0% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, Seller’s attorneys' fees and expenses. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Products or cancel, without cost or further obligation to Buyer (other than to return any deposits), the contract for sale of any Products if Buyer fails to pay any amounts when due hereunder and such failure continues for three (3) days following written notice thereof.
(c)Buyer shall not withhold payment of any amounts due and payable to Seller by reason of any set-off of any claim or dispute with Seller.
8.Warranties; Limitation of Liability.
(a) Seller will pass through to Buyer, at the time of sale, any transferable product warranties, indemnities and remedies provided to Seller by the manufacturer of the Products. TO THE EXTENT PERMITTED BY LAW, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, ANY (i) WARRANTY OF MERCHANTABILITY; OR (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
(b)BUYER AGREES TO LOOK SOLELY TO THE MANUFACTURER OF THE PRODUCTS FOR ANY WARRANTY THEREON AND ANY CLAIM ARISING DUE TO LOSS, INJURY, DAMAGE OR DEATH RELATED TO THE USE OR SALE OF THE PRODUCTS. SELLER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF GOODWILL, ARISING FROM OR RELATING TO ANY BREACH TO THIS AGREEMENT (OR ANY DUTY OF COMMON LAW, AND WHETHER OR NOT OCCASIONED BY THE NEGLIGENCE OF SELLER OR ITS AFFILIATES), REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
(c)THE REMEDIES OF BUYER, IF ANY, PROVIDED BY THE MANUFACTURER OF THE PRODUCTS SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM RELATING TO THE PRODUCTS.
(a)Buyer shall keep the required records and report to Seller complaints or adverse events reported to Buyer to permit Seller and/or the manufacturer to investigate and take any actions regarding the Products required by applicable laws, regulations, ordinances, and government guidance including, without limitation, taking corrective and preventative actions.
(b)Distribution records and the records required by Section 9(b) shall be kept by Buyer for the anticipated market lifetime of the Products (i.e., until the time at which all Products, based on sales, are distributed and used) or two (2) years from delivery of the Products by Seller, whichever is longer. Buyer shall promptly provide Seller with all details requested, including, without limitation, the customer name, address and contact details, batch or lot numbers, and quantities sold, to facilitate traceability to the end user when necessary for return, market withdrawal, or recall of Products, and Buyer shall implement such return, market withdrawal, or recall if such a “to the consumer” action is requested by Seller. Buyer shall, at Seller’s cost, give such timely assistance as Seller may reasonably require for the purpose of such action.
10.No Alteration of Packaging or Trademarks. Buyer shall not alter or make any addition to the labelling or packaging of the Products including, without limitation, any trademarks thereon.
11.Compliance with Law. Buyer shall comply with all applicable laws, regulations, ordinances and government guidance. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it is required to maintain to complete the receipt and distribution of the purchase, use or subsequent resale of the Products. Buyer shall comply with all export and import laws of all countries involved in the sale of the Products under this Agreement or any resale of the Products by Buyer.
12.Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
13.Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless expressly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
14.Confidential Information. All non-public, confidential or proprietary information of Seller, including, without limitation, specifications, know-how, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, or other information generally understood as confidential or proprietary, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party. The disclosure of any such confidential information does not grant Buyer a license to any such confidential information.
15.Force Majeure. Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining the Products, or supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
16.Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
17.Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
18.No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
19.Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.
20.Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal district court of the United States of America for the Middle District of Florida located in Tampa, Florida, or the 12th Judicial District Circuit Court of the State of Florida located in Bradenton, Florida if there is not diversity of citizenship and regardless of the amount in controversy, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
21.Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Seller’s order acknowledgment or to such other address that may be designated by the receiving party in writing that refers to this Section. All Notices shall be delivered by personal delivery, nationally-recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective and deemed delivered only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
22.Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
23.Insurance. During the term of this Agreement, and for the longer of two (2) years thereafter or the time period set forth in Section 9(b), Buyer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than U.S.$1,000,000 for each occurrence and U.S.$5,000,000 in the aggregate with financially sound and reputable insurers. Upon Seller's request, Buyer shall provide Seller with a certificate of insurance from Buyer's insurer demonstrating that the insurance coverage required by this Section and is valid and current. Upon Seller’srequest, the certificate of insurance shall name Seller as an additional insured. Buyer shall require Buyer’s insurer to provide Seller with ninety (90) days' advance written notice in the event of a cancellation or material change in Buyer's insurance policy. Except where prohibited by law, Buyer shall require its insurer to waive all rights of subrogation against Seller's insurers and Seller.
24.Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, without limitation, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.
25.Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.
26.Counterparts. This Agreement may be executed in any number of counterparts and may be executed by facsimile or any other means of electronic delivery. Each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute one agreement.
Standard Terms and Conditions of Sale (rev. 5/14/20)