Terms of Sale
MEDTRONIC USA, INC. STANDARD TERMS AND CONDITIONS OF SALE
General: BY AGREEING TO PURCHASE PRODUCT, BUYER EXPRESSLY ACCEPTS THE TERMS SET FORTH HEREIN
Acceptance of this purchase order by any means of acknowledgement or shipment of any goods or performance of work or services ordered hereunder constitutes acceptance by Medtronic '('hereinafter referred to as "Seller") and you, the Buyer, of the terms and conditions contained herein. No terms stated by Buyer in accepting, confirming, or acknowledging this order shall be binding upon Seller if inconsistent with, or in addition to, the terms stated herein, unless accepted in writing by Seller. If, however, a written contract is already in existence between Buyer and Seller covering the purchase of the goods, work, or services covered hereby, the terms of such contract shall prevail to the extent such contract is inconsistent with these terms.
PRODUCT PURCHASE AND PRICES
The products and prices are those stated in Buyer’s invoice (the "Products") from Seller at the prices indicated therein. Products are subject to availability.
DELIVERY TERMS
Products will be shipped F.O.B. shipping point with standard freight paid by Seller. If Buyer requests expedited or priority shipment and/or air shipment, Seller will prepay the additional charges and add them to the Buyer's invoice for the products shipped. Risk of loss will pass to the Buyer when the Products have been delivered by Seller to a common carrier for delivery to Buyer.
PAYMENT TERMS
1. By advance payment at the time of order or
2. with prior credit approval, Net 30 days from the date of invoice.
FORCE MAJEURE
Neither party shall be liable to the other party in respect of any delay or failure to perform that results from any event or cause that is beyond the reasonable control of the party obligated to perform.
RETURN POLICY
All returns of Medtronic products for replacement or credit that were shipped in error; were delivered after the expiration date for the product; or have been specifically authorized for return by Medtronic, will be processed in accordance with the requirements stated herein ("Return of Goods Policy").
1. All implants, instruments, disposables and related accessories returned to Medtronic ("Returned Products") for replacement or credit must be in saleable condition, defined as follows:
a. unopened (no damage to sterile seal);
b. unmarked;
c. undamaged;
d. temperature controls uncompromised (for select temperature sensitive products eligible for return); and
e. in original packaging.
2. All Returned Products must include a Returned Goods Authorization ("RGA") number. Customer must contact the respective Medtronic Customer Service department in order to request such RGA number. The following information will be required for the assignment of the RGA number:
a. Reason for the Return
b. Item/Product Number
c. Quantity of Returned Products
d. Original Purchase Invoice Number
e. Date of Invoice
f. Purchase Order Number
g. Lot Number (if applicable)
h. Serial Number (if applicable)
3. All Returned Product requests must be initiated with Medtronic Customer Service within ninety (90) days following the date of invoice for the Returned Product.
4. A prepaid shipping label will be provided via email to Customer upon issuance of the RGA #. All returns must include the RGA # to ensure the applicable credit is applied to the respective return product order. If a Returned Product does not have a RGA #, a credit cannot be processed.
5. All RGA #s and prepaid shipping labels not used within sixty (60) days of issuance will be deemed cancelled and null and void. The Customer must contact Medtronic Customer Service for issuance of a new RGA # and prepaid shipping label, provided the product is still eligible for return.
6. The following items are not eligible for return:
a. select temperature sensitive products;
b. capital equipment;
c. special/custom orders;
d. bulk purchased products;
e. software and/or digital items;
f. discontinued products;
g. expired products or products having less than 120 days shelf life before expiration;
h. Medtronic products that were not purchased directly from Medtronic or Medtronic’s authorized distributor/representative; or
i. products with no RGA #.
7. Restocking Fee.All Returned Products are subject to a restocking fee of 20% of the purchase price of the Returned Product with $300.00 as a maximum restocking fee charge per selling unit of measure for Medtronic’s Restorative Therapies Group and Cardiovascular Group.
8. Repacking Fee.All Returned Products are subject to a repacking fee of $75.00 (in addition to the restocking fee), if the Returned Products are part of a ‘repack program’ and are not in saleable condition as described below (not inclusive):
a. opened (damage to sterile seal);
b. marked;
c. damaged;
d. temperature controls compromised (for select temperature sensitive products eligible for return); and
e. not in original packaging.
9. Damaged in Transit/Shipped in Error/Shortages/Overages.
a.Damaged in Transit/Shipped in Error. In the event damage or breakage that occurred during or resulting from Medtronic’s packing and / or loading is noted upon arrival at Customer’s location, the Customer should do the following or no credit will be allowed:
i. Accept the Products delivered by the carrier and note the visible damage or breakage on the carrier’s delivery documents and have the carrier sign the document.
ii. Within forty-eight (48) hours of receipt from the carrier, promptly notify Medtronic’s Customer Service Department of the damage or breakage.
10. Shortages.To ensure appropriate credit is issued in the event a shortage occurs in transit, Customers should accept all Products delivered by carrier, note visible shortages on the carrier’s delivery documents and contact Medtronic Customer Service.
i. Medtronic will make arrangements for a replacement shipment, if requested by Customer.
ii. Medtronic will investigate shortage claims by reviewing carrier Proof of Delivery, pallet architecture (for pallet shipments) and distribution center product cycle count.
iii. Medtronic will issue a credit for shortages if Medtronic concludes the shortage is validated and subject to the following conditions:
1. Shortages must be reported to the Medtronic Customer Service Department within five (5) business days of receipt. This applies to dropped trailers, live unload palletized and small package shipments, and includes shortages within an over-packed corrugate. Note, Customer must sign for number of pallets received
2. Shortages within full cases should be reported to Medtronic Customer Service immediately when encountered.
11.Overages.To ensure appropriate processing (billing or return authorization) is completed in the event an overage occurs in transit, Customers should accept all Products delivered by carrier, note visible overage on the carrier’s delivery document and report the overage to Medtronic Customer Service.
i. Medtronic will make arrangements for a carrier to pick up the over-shipped Product within a reasonable timeframe.
ii. Medtronic will issue an invoice for over-shipped Product at Customer request.
iii. Overages must be reported to the Medtronic Customer Service Department within five (5) business days of delivery. This applies to dropped trailers, live unload palletized and small shipments and includes overages within an over-packed corrugate.
12.Concealed Damage.Concealed damage or breakage which occurred during or resulting from Medtronic’s packing or loading of Products must be reported within five (5) business days of delivery. Customer must notify Medtronic Customer Service of the following concealed damage or breakage:
a. Over-packs (e.g., multiple SKUs in a master case); or,
b. Damage or breakage concealed within palletized shipments.
13.Defective/Mislabeled Products The Customer must report receipt of any defective/mislabeled product to Medtronic Customer Service within twenty-four (24) hours of discovery, providing the following information:
a. Customer name and address;
b. Customer contact and phone number;
c. Product number and description
d. Lot number, if applicable
e. Nature of problem and quantity involved
Medtronic will investigate the potential defect/mislabeling and will notify the Customer of any action to be taken. Determination of a product defect or mislabeling will be made by Medtronic, which determination will be final.
14. The authorization to accept any Returned Product, and provide a replacement or credit for such return, will be granted in Medtronic’s sole discretion and Medtronic reserves the right to refuse the return of any Medtronic product.