Terms and Conditions
These Terms and Conditions govern all sales, services, and website use involving Paragon Enterprise LLC, a Michigan limited liability company (“Paragon” or the “Company”), and the customer or website user (“Customer” or “User”), unless otherwise governed by a separate written agreement executed by both parties. By placing an order, accepting delivery, or accessing the Company’s website, the Customer/User acknowledges and agrees to be bound by these Terms and Conditions.
1. PRICING AND CATALOG GUIDELINES
Paragon endeavors to maintain consistent pricing throughout the life cycle of its catalogs. However, Paragon reserves the right to modify prices at any time due to manufacturer price changes, market conditions, supply chain disruptions, or other extraordinary circumstances. Prices are subject to change without prior notice.
2. REGULATORY AND LICENSING RESPONSIBILITIES
CLIA License Responsibility
Customers who provide a CLIA license acknowledge and agree that they are solely responsible for ensuring that such license remains valid, active, and in good standing at all times. In the event of expiration, suspension, revocation, or any regulatory restriction, the Customer must notify Paragon immediately.
The Customer bears full legal and operational responsibility for any orders placed or products used under an invalid or inactive CLIA license. Paragon reserves the right to cancel orders, delay shipments, or take other appropriate action in response to regulatory noncompliance.
Regulatory Compliance
Paragon is a business-to-business supplier and sells exclusively to licensed healthcare providers and qualified business entities. Customers are responsible for complying with all applicable local, state, and federal laws governing the purchase, storage, handling, use, installation, and disposal of products.
3. PAYMENT TERMS AND METHODS
Unless otherwise agreed by the parties in writing, payment of one hundred percent (100%) of the total purchase price, including applicable taxes and shipping charges, is required prior to shipment. Products will not be shipped until full payment is received.
Accepted payment methods include ACH, Zelle, and major credit cards (American Express, Visa, MasterCard, and Discover). Payment by check requires prior approval.
Customers may request electronic payment options or AutoPay by contacting Customer Service.
Check Payments Should Be Sent To:
Paragon Enterprise LLC
33469 W 14 Mile Rd, Suite 190
Farmington Hills, MI 48331Paragon reserves the right to apply different pricing structures or convenience fees based on payment method, where permitted by applicable law.
4. ACCOUNTS RECEIVABLE
Past-due balances may be subject to a finance charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by law.
5. SHIPPING, DELIVERY, AND TITLE
Delivery dates are estimates only and are not guaranteed. All purchase orders are subject to product availability.
Unless otherwise agreed, shipments are FOB Paragon’s facility (or Ex Works for international shipments). Title and risk of loss transfer to the Customer upon tender of shipment to the carrier.
Paragon may make partial shipments, which may not be rejected by the Customer. Any delay in delivery of an installment does not relieve the Customer of its obligation to accept remaining deliveries.
The sole remedy for non-delivery shall be a refund of the amount paid for the unavailable product. Paragon shall not be liable for shipment delays or incomplete shipments.
6. PRODUCT USE RESTRICTIONS
The Customer shall not, directly or indirectly:
- Modify, alter, or tamper with any products
- Private-label, rebrand, or independently market products
- Remove, disable, or interfere with safety features or proprietary notices
- Use products in violation of applicable laws or regulations
The Customer shall ensure that its employees, contractors, and affiliates comply with these restrictions.
7. WARRANTIES AND DISCLAIMERS
All products are provided “AS IS” and “WHERE IS.” Paragon makes no warranties, express or implied, other than those transferable from the manufacturer at the time of sale.
To the fullest extent permitted by law, all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement, are expressly disclaimed. Customers must rely solely on manufacturer warranties, if any.
Where applicable, the parties acknowledge that certain products may qualify as “Covered Countermeasures,” and Paragon may qualify as a “Covered Person” under the Public Readiness and Emergency Preparedness (PREP) Act.
8. LIMITATION OF LIABILITY
In no event shall Paragon, its licensors, or suppliers be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits or lost business.
Paragon’s total liability for any claim shall not exceed the amount paid by the Customer for the specific product giving rise to the claim.
9. INDEMNIFICATION
The Customer agrees to defend, indemnify, and hold harmless Paragon, its affiliates, officers, directors, employees, licensors, and suppliers from any claims, liabilities, damages, costs, or expenses arising out of or related to the Customer’s use or misuse of the products.
10. DISCOUNTS, REBATES, AND REPORTING OBLIGATIONS
Invoices may reflect bundled discounts, rebates, or promotional pricing. Customers are solely responsible for accurately reporting pricing information to Medicare, Medicaid, Tricare, and any other federal or state programs, and for retaining all related documentation.
11. ARBITRATION AND GOVERNING LAW
Except for disputes involving non-payment, all disputes arising from or relating to these Terms shall be resolved exclusively through binding arbitration conducted in the State of Michigan on an individual basis only. Class and collective actions are expressly waived.
These Terms shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
SECTION II – WEBSITE TERMS OF USE
These Website Terms of Use govern all access to and use of Paragon’s website.
Website Access and Use
Users may access the website solely for legitimate business purposes. Unauthorized access, credential sharing, disclosure of pricing, data scraping, redistribution, or derivative use of website content is strictly prohibited.
Users are responsible for maintaining the confidentiality of their login credentials and all activity conducted under their account.
Intellectual Property
All content, trademarks, logos, and materials displayed on the website are owned by or licensed to Paragon. No ownership rights are transferred to Users by virtue of website access.
Website Disclaimer and Liability
Website content is provided “as is” and “as available.” Paragon disclaims all warranties relating to website functionality, accuracy, or availability. Use of the website is at the User’s own risk.
Termination of Access
Paragon reserves the right to suspend or terminate website access at its sole discretion for any violation of these Terms.
Severability and Waiver
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision shall be effective unless made in writing and signed by Paragon.