Purchase Terms and Conditions - eMed Drug Screen Products and Services

eMed Screen, LLC (“eMed”) – 990 Biscayne Blvd., Suite 1501, Miami, FL 33132

1. ENTIRE AGREEMENT. By purchasing products and/or services (“Order”) from eMed (collectively referred to as “eMed Products”), you agree to be bound by and accept the terms and conditions contained herein (this “Agreement”). If you have signed a formal written agreement between you and eMed governing your Order(s), that written agreement shall govern your Order(s), including Orders from our secure website(s) or platform(s) (the “Ordering Site”), except as otherwise provided for in any such agreement. In the absence of such an agreement or in the event such agreement is silent as to a particular term or condition, the terms and conditions contained in this Agreement shall control and shall apply to all of your Orders, including, but not limited to, online purchases from our Ordering Site, and may NOT be altered, supplemented, or amended by you through the use of any other document(s). Any attempt to alter, supplement, or amend this Agreement, or to enter an Order for product(s) which is (are) subject to additional or altered terms and conditions, will be null and void, unless otherwise agreed to in a written agreement signed by both you and eMed. eMed reserves the right to accept or reject Orders. This Agreement is created when eMed accepts your Order, either by sending a written confirmation or by shipping the ordered Product.

2. PRICING. Prices are subject to review and approval by eMed and may be revised without notice.

3. ORDERS; PAYMENT TERMS; SHIPPING; TAXES. All Orders, as applicable, accepted by eMed are considered final and may not be cancelled, rescinded, or modified, without eMed’s prior written approval. You must pay for all Products in full at the time of your Order; eMed will not ship Products for which we have not received payment in full. eMed ships goods with shipping charges prepaid and added to each invoice. You assume title and risk of loss to such goods, excluding equipment, when goods are delivered into custody of the carrier. All tests are shipped FOB origin. Products are only shipped Monday through Thursday. Shipment transit time is limited to 2 calendar days. Ground shipments that exceed two calendar days will be upgraded to 2-day service. To the extent you will be redistributing Products, you must adhere to product specifications in regard to shipment transit times.  eMed may, at its discretion, make partial shipments and invoice each shipment separately. eMed’s delivery dates are approximate only, and eMed is not liable for any penalty, loss or damage resulting from any delay in delivery. If eMed delays delivery for a cause beyond its reasonable control, eMed may terminate the affected Order or reschedule the delivery within a reasonable period of time. You may not refuse delivery or otherwise be relieved of any obligations as the result of a delay. Unless you are fully exempt from all taxes, you are required to pay all federal, state and local taxes that may be imposed on the use, possession, ownership, or rental or lease of any product. eMed shall add any such tax to the invoice. You shall reimburse eMed for any such taxes paid by eMed. If you are tax-exempt, you must provide eMed with a copy of tax-exempt certification.

4. RETURNS. Products damaged in transit, delivered in error, or found to be incomplete or defective will be replaced at no charge and a delivery pick-up ticket will be issued for the damaged, erroneously delivered or defective product at eMed’s discretion. Claims for damage, shipping error, or product issue must be reported immediately, but no more than 48 hours after receipt. Unopened Products shipped by eMed with expiration dates less than 4 months from shipment date can be exchanged for new Products once past the expiration date. No other returns are accepted.

5. PRODUCT PERFORMANCE. If you experience difficulty with a Product, you should call eMed 24/7 Technical Support at 866-955-1173. If you experience a problem with an order or shipment, you should call Customer Service at 866-955-1173.

6. WARRANTY. eMed warrants and represents that Products delivered to carrier for shipment to you, or delivered directly to you, will commence on acceptance of Product and continue for the shelf life of the Product: (1) materially conform to published specifications set forth in the applicable eMed package insert(s) for such Product; (2) not be adulterated or misbranded within the meaning of the U.S. Food, Drug and Cosmetic Act; and (3) be of good quality and free from defects in materials and workmanship. Except as to warranties specifically set forth in this paragraph, the only other warranties made by eMed with respect to Products are those specifically and expressly stated as warranties in the eMed package insert specifications and manuals. EMED MAKES NO OTHER WARRANTIES; EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER MATTER. Notwithstanding the foregoing, any warranties provided by eMed will not apply to any Product if (a) it has been misused, altered, damaged or used other than in accordance with the applicable eMed package insert and/or operating manual (including product dating); (b) it has been used in combination with other articles, substances or reagents (or any combination thereof) (collectively, “Substances”) not provided or recommended for use by eMed with such Product; (c) the serial or lot number of any Product has been altered, defaced, or removed; or if any repair is attempted by personnel who has not been authorized by eMed to perform such repair; (d) the Product was purchased from an unauthorized distributor; (e) the Product has been damaged due to normal wear and tear, including chemical corrosion or decomposition; or (f) the Product has been damaged due to accident, disaster, or acts of nature (including extreme temperature, humidity, abrasives, dirt or corrosive material) (subsections (a) through (f), collectively, “Warranty Exclusions”). If any Product does not comply with the warranty set forth in this paragraph, as your sole and exclusive remedy, eMed shall, at its discretion, repair or replace the applicable Product at no additional expense to you.

7. DISCLAIMER. You assume all risk for the suitability of the Products obtained by using or, to the extent applicable, reselling any Product hereunder, and the consequences which flow therefrom. You assume all risk when any of the Warranty Exclusions apply to the Products and/or equipment. EMED'S AGGREGATE LIABILITY UNDER THESE TERM OF SALE WILL NOT EXCEED THE PRICE PAID FOR THE PRODUCTS GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EMED BE LIABLE FOR ANY PUNITIVE, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OR LOSSES OF ANY NATURE WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, OR LOST BUSINESS) ARISING OUT OF THIS AGREEMENT OR THE USE OF PRODUCTS, EQUIPMENT, SERVICES, OR MISCELLANEOUS PURCHASES OR ANY FAILURE BY eMed TO SUPPLY PRODUCTS, EQUIPMENT, SERVICES, OR MISCELLANEOUS PURCHASES HEREUNDER.

8. NOTICE TO USERS AND USE/RESELLING OF PRODUCTS. You are solely responsible for your use of Products, and as applicable, for your reselling or marketing of Products. You are also solely responsible for making sure that the way you use, or to the extent applicable, resell or market Products complies with all applicable laws, regulations, governmental policies, and Product documentation, including manufacturer’s instructions and Product specifications. You must obtain all necessary approvals and permissions you may need to use, reseller, or market the Products. It is your responsibility to make sure the Products are suitable for your particular use. You agree not to use or resell the products, as applicable, past their expiration date. If your fail to comply with the restriction described in this paragraph or use, resell, or market any product in any matter inconsistent with its intended use, eMed may, at its discretion, seek any remedies available at law. You agree and understand Products are required to be properly stored in accordance with the manufacturer’s instructions.  Results of Products are presumptive only and, as such, they indicate the presumed presence of chemical groups and precursors which may be present in a given sample. All Products must be administered in strict accordance with the specific instruction and reference materials that accompany the products for best results. eMed cannot anticipate all conditions for use of Products and does not accept responsibility for use or misuse in any particular application.

9. INDEMNIFICATION. You will indemnify, defend with competent and experienced counsel acceptable to us, and hold eMed, its subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders, agents and employees, harmless from and against any and all third party claims, damages, liabilities, causes of action, suits, claims, demands, losses, fines, penalties, costs and expenses (including without limitation reasonable attorneys'; fees) to the extent such claims arise from: (a) your negligence, misconduct, violation of applicable laws, breach of this Agreement, or noncompliance with Product documentation; (b) your misuse of Products; (c) job actions taken with respect to your or your clients’ employee(s) in part or in full as a result of using the Products; or (d) as applicable, any warranties, express or implied, made by you regarding the Products which are different from or in addition to the warranty specified by eMed or the eMed Products manufacturer.

10. MISCELLANEOUS. This Agreement constitute the entire understanding between you and eMed with respect to the subject matter contained within the Terms of Sale. Written notice to eMed shall be addressed to: eMed Screen, LLC, 990 Biscayne Boulevard, Suite 1501, Miami, FL 33132, ATTN: Legal Department. You may not assign or transfer this Agreement without eMed’s prior written consent. eMed may assign any of its rights and/or obligations under this Agreement to an affiliate or parent of eMed. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, excluding choice of law provisions. Any dispute arising under this Agreement shall be resolved exclusively by the state and/or federal courts of Miami, Florida. The waiver of any provision of this Agreement shall not be considered a waiver of any other provision. If any provision of this Agreement is found to be unenforceable or invalid for any reason, that provision shall be severable and all other provisions shall remain in full force and effect. eMed shall not be liable for any failure to supply due to events outside its reasonable control, including strikes (legal or illegal), lockouts, fires, floods, or water damage, riots, government acts or orders, interruption of transportation, or inability to obtain material upon reasonable prices or terms.

11. CONFIDENTIALITY. The terms of any Orders, including this Agreement or any modifications thereto, are confidential and, except as otherwise required by law, you shall not disclose such terms to any third party without eMed's prior written consent, provided that you shall be permitted to disclose to the extent required by applicable law or as reasonably required by your attorneys, accountants and other professional advisors, who are under an obligation of confidentiality to you. The provisions of this paragraph shall survive termination or expiration of this Agreement.

12. ALTERNATIVE DISPUTE RESOLUTION. Any dispute or claim arising out of or in connection with this Agreement initiated by either party shall be resolved by binding Alternative Dispute Resolution.

Revised June 11, 2024