Terms and Conditions of Sale

Genomi RX
California Medical Supplier
Effective Date: [1-1-2025]
Location: [1811 Santa Rita Rd, California, USA]

1. DEFINITIONS

• “Supplier” refers to GenomiRX, a California-registered business engaged in the sale and distribution of medical supplies.
• “Customer” refers to the individual or entity purchasing goods from Supplier.
• “Products” refers to any and all medical supplies, devices, equipment, or services sold by Supplier.
• “Agreement” refers collectively to these Terms of Sale and any related invoices, purchase orders, or written contracts.

2. OFFER AND ACCEPTANCE

• All quotations by Supplier are non-binding unless explicitly stated as firm offers.
• A contract is formed only upon Supplier’s written confirmation, shipping of goods, or acknowledgment of the Customer’s order.
• Any additional or differing terms proposed by Customer (e.g., in purchase orders) are rejected unless specifically agreed to in writing.

3. PRICES, TAXES, AND FEES

• All prices are exclusive of federal, state, and local taxes unless otherwise stated.
• Sales tax is applied according to California Department of Tax and Fee Administration (CDTFA) rules.
• If Customer is tax-exempt, a valid California Resale Certificate or Exemption Certificate must be on file.
• Prices are subject to change without notice unless locked under a written agreement.

4. TERMS OF PAYMENT

• Standard payment terms are Credit Card or ACH or Bank Transfer from the date of invoice unless otherwise stated in writing.
• Late payments are subject to:
  • A service charge of 1.5% per month (18% APR), or the maximum allowed under California law.
  • Suspension of future deliveries.
• Payments shall be made in U.S. Dollars via ACH, Credit Card, check, or wire transfer.
• Customer agrees to pay all reasonable attorney fees and costs incurred by Supplier in collecting overdue accounts.

5. DELIVERY AND RISK OF LOSS

• Unless otherwise agreed, all deliveries are made FOB Origin (Incoterms 2020), with title and risk of loss passing to Customer upon shipment.
• Supplier is not liable for delays caused by carriers, customs, labor disputes, pandemics, or Acts of God.
• Partial shipments may be made unless explicitly prohibited by Customer.
• For cold chain or sensitive items, Supplier will ship via validated methods. Customer is responsible for proper handling upon receipt.

6. PRODUCT RETURNS AND CREDITS

• All returns require prior written Return Authorization (RA) from Supplier.
• Return eligibility:
  • Product must be returned within 30 Business calendar days of delivery.
  • Items must be unopened, in original condition, and not expired.
  • Products requiring special storage (e.g., refrigerated), sterile items, or Class II/III medical devices are non-returnable unless defective.
• A 15–25% restocking fee may apply.
• Credit will only be issued upon inspection and approval of returned goods.
• Return shipping costs are the Customer’s responsibility unless due to Supplier error.

7. WARRANTIES AND DISCLAIMERS

• Supplier warrants that:
  • Products conform to the manufacturer’s specifications at the time of shipment.
  • Products are sourced from FDA-registered or authorized manufacturers and are properly stored.
• Supplier disclaims any:
  • Implied warranties of merchantability or fitness for a particular purpose.
  • Responsibility for improper use, modification, or reselling of Products by Customer.
• Remedies for defective products are limited to repair, replacement, or refund at Supplier’s discretion.

8. CUSTOMER OBLIGATIONS

Customer represents and warrants that:

• It is legally authorized under federal and California law to purchase, receive, and use the Products.
• It will not resell, export, or misuse Products in violation of any applicable law (e.g., FDA, DEA, HIPAA, OSHA, Cal/OSHA).
• It has appropriate facilities and personnel to safely store, handle, and use any regulated or hazardous materials.
• It will notify Supplier immediately in writing of any adverse events, recalls, or product issues.

9. LIMITATION OF LIABILITY

• Supplier’s liability is strictly limited to the lesser of:
  • The purchase price of the affected Products, or
  • The cost of repair or replacement.
• Supplier shall not be liable for:
  • Indirect, incidental, consequential, or punitive damages.
  • Loss of profits, data, business interruption, or regulatory fines arising from use or misuse of Products.
• Customer’s sole remedy is as expressly stated in this Agreement.

10. REGULATORY COMPLIANCE

• Supplier complies with:
  • FDA regulations (21 CFR Parts 801, 803, 820, etc.)
  • California Health & Safety Code
  • Good Distribution Practices (GDP)
  • ISO 13485 (if applicable)
• Products are labeled and tracked in accordance with UDI and California labeling requirements.
• Records are maintained for at least 5 years, as required by law.

11. FORCE MAJEURE

Supplier is not liable for failure to perform caused by events beyond its reasonable control, including natural disasters, pandemics, strikes, transportation delays, supplier failure, or governmental orders.

12. INDEMNIFICATION

Customer agrees to indemnify, defend, and hold harmless Supplier and its officers, employees, and agents from any third-party claims, damages, or losses resulting from:

• Improper use of Products.
• Violation of law by Customer.
• Breach of these Terms.

13. GOVERNING LAW AND JURISDICTION

• This Agreement is governed by the laws of the State of California, without regard to its conflict of law rules.
• Any dispute shall be resolved in the Superior Court of Los Angeles County, or through binding arbitration under JAMS rules, at Supplier’s election.

14. ENTIRE AGREEMENT

• These Terms constitute the entire agreement and supersede any conflicting documents, unless a formal contract is executed.
• No modification or waiver is valid unless in writing and signed by authorized representatives.

15. SEVERABILITY

If any part of these Terms is found invalid or unenforceable by a court of law, the remaining provisions shall remain in full force and effect.

16. CONTACT INFORMATION

Genomi RX
1811 Santa Rita California USA
925-270
contact@genomirx.com
WWW.genomirx.com