Terms of Service

1. Acceptance of Terms; Parties

All products and services offered through the Site or any affiliated marketing or sales channel are sold exclusively by Sunshine Direct LLC. The fact that a Buyer accessed the Services through a branded portal, marketing campaign, referral source, distributor portal, or affiliated domain does not alter the identity of the contracting seller.

These Terms constitute a binding agreement between Sunshine Direct LLC and the Buyer. Buyer represents and warrants that the individual accepting these Terms or placing orders on behalf of an entity has full authority to bind that entity.

2. Eligibility; Business-to-Business Transactions Only

The Services and products offered by Sunshine Direct are intended solely for business-to-business ("B2B") transactions involving licensed healthcare professionals, healthcare practices, clinics, hospitals, healthcare facilities, or authorized purchasing agents acting on behalf of such entities.

By placing an order or using the Services, Buyer represents, warrants, and covenants that:

1. Buyer is purchasing products solely for professional, clinical, institutional, or lawful commercial use;
2. Buyer possesses all licenses, registrations, certifications, and approvals required under applicable law;
3. Buyer is authorized to purchase, receive, store, handle, and use the products ordered;
4. Buyer is not purchasing products for personal, household, or consumer use;
5. Buyer will not unlawfully resell, divert, export, or redistribute products; and
6. Buyer has authority to bind the applicable organization or practice.

Sunshine Direct reserves the right to verify licensure or purchasing authority and may refuse or cancel any order at its sole discretion.

3. Products

Sunshine Direct distributes medical supplies and healthcare products, including products regulated by the U.S. Food and Drug Administration ("FDA"), which may include without limitation 361 HCT/P products, human tissue products, biologics, wound care products, sterile supplies, and FDA-cleared or FDA-registered devices.

Sunshine Direct is a distributor and reseller only and is not the manufacturer of the products unless expressly stated otherwise.

Buyer acknowledges and agrees that:

• Product descriptions are provided for informational purposes only;
• Product availability may change without notice;
• Product specifications may be modified by manufacturers;
• Buyer is solely responsible for determining product suitability for its intended use; and
• Buyer shall comply with all manufacturer instructions, package inserts, warnings, contraindications, storage requirements, and applicable laws.

4. Quotes, Orders, and Acceptance

All quotations, pricing sheets, catalogs, and product listings constitute invitations to negotiate and not binding offers.

Unless otherwise stated in writing:

• Quotes are valid only for the stated time period;
• Orders submitted by Buyer constitute offers to purchase;
• Orders are not binding on Sunshine Direct until accepted by written confirmation or shipment; and
• Sunshine Direct reserves the right to reject or cancel any order for any reason, including product unavailability, pricing errors, suspected fraud, regulatory concerns, or eligibility issues.

Sunshine Direct reserves the right to correct typographical, clerical, pricing, or technical errors at any time, including after an order has been submitted.

5. Pricing, Payment, and Taxes

All prices are stated in U.S. Dollars unless otherwise specified.

Payment is due as stated at checkout, invoice, or written agreement. Sunshine Direct may require payment prior to shipment.

Payments are processed through third-party PCI-compliant payment processors. Sunshine Direct does not store full payment card information.

Buyer authorizes Sunshine Direct and its payment processors to charge the payment method provided for all authorized transactions, including applicable taxes, shipping fees, and authorized adjustments.

Buyer is solely responsible for all applicable sales tax, use tax, excise tax, customs duty, or similar governmental charges unless Buyer provides a valid exemption certificate acceptable to Sunshine Direct.

6. Professional Use Only; No Medical Advice

Sunshine Direct does not practice medicine, nursing, or pharmacy and does not provide medical, clinical, legal, reimbursement, coding, compliance, or patient-care advice.

No statement, marketing material, product description, communication, or informational content provided by Sunshine Direct shall be construed as:

• Medical advice;
• Clinical direction;
• A treatment recommendation;
• A standard of care;
• A guarantee of outcome; or
• A substitute for independent professional judgment.

Buyer is solely responsible for:

• Patient selection;
• Clinical evaluation;
• Treatment decisions;
• Storage and handling;
• Sterile technique;
• Temperature control and cold-chain maintenance;
• Product application and use;
• Documentation; and
• Compliance with all laws, regulations, standards, and payer requirements.

7. Coding and Reimbursement Disclaimer

Any HCPCS references, CPT references, reimbursement examples, coding references, coverage discussions, pricing comparisons, utilization discussions, or related materials provided by Sunshine Direct are supplied solely for general informational and product-identification purposes.

Sunshine Direct makes no representation or warranty that:

• Any product is reimbursable;
• Any payer will provide reimbursement;
• Any code is appropriate;
• Any claim will be approved or paid;
• Any reimbursement level will be achieved; or
• Any documentation will satisfy payer or regulatory requirements.

Buyer is solely responsible for:

• Billing and coding decisions;
• Documentation practices;
• Medical necessity determinations;
• Claims submissions;
• Compliance with Medicare, Medicaid, commercial payer, and governmental requirements; and
• Consultation with its own legal, reimbursement, compliance, and coding advisors.

Any references to "savings," "cost reduction," or similar language refer solely to product acquisition costs and do not represent projected revenue, margin, profitability, reimbursement, or financial performance.

8. Regulatory Compliance

Buyer agrees to use all products solely in accordance with:

• Applicable federal, state, and local laws;
• FDA requirements;
• Manufacturer instructions;
• Applicable licensing requirements; and
• Professional standards.

Buyer shall not use any product in an unlawful, off-label, unauthorized, investigational, or prohibited manner except as permitted under applicable law and Buyer's independent professional judgment.

8A. Compliance With Healthcare Laws; No Improper Inducements

Buyer represents, warrants, and covenants that:

1. Buyer shall comply with all applicable federal, state, and local healthcare laws and regulations, including without limitation laws relating to fraud and abuse, anti-kickback prohibitions, physician self-referral restrictions, false claims, billing compliance, documentation requirements, and governmental payer program participation;
2. Buyer's purchasing decisions are based upon Buyer's independent clinical and business judgment and are not conditioned upon or induced by any unlawful remuneration, rebate, kickback, referral arrangement, or improper financial incentive;
3. Buyer shall independently determine all coding, billing, reimbursement, utilization, and medical necessity decisions; and
4. Buyer shall not make representations regarding Sunshine Direct products inconsistent with applicable law, FDA requirements, manufacturer labeling, or payer requirements.

Nothing in these Terms shall be construed as an agreement by either party to induce or reward referrals of items or services reimbursable under any federal or state healthcare program.

9. Shipping; Title; Risk of Loss

Products may be shipped directly from manufacturers, suppliers, or third-party fulfillment partners.

Shipping and delivery dates are estimates only and are not guaranteed.

Unless otherwise required by law, title to and risk of loss for products pass to Buyer upon delivery of products to the carrier.

Buyer is responsible for inspecting all shipments immediately upon receipt and for complying with all manufacturer storage, temperature, handling, sterility, and chain-of-custody requirements following delivery.

Notwithstanding the foregoing, if a temperature-sensitive or cold-chain product arrives materially compromised due solely to transit conditions occurring prior to delivery to Buyer and not due to Buyer's acts, omissions, delay in receipt, improper storage, or handling after delivery, Buyer must notify Sunshine Direct within twenty-four (24) hours of delivery, or by the next business day if delivery occurs on a weekend or holiday, and preserve all packaging, temperature indicators, shipping materials, and product condition evidence. Any replacement, credit, claim adjustment, or remediation shall be subject to carrier investigation, manufacturer policies, insurer requirements, and verification procedures.

Sunshine Direct does not guarantee reimbursement or replacement eligibility for shipping-related temperature excursions but will reasonably cooperate with Buyer and applicable manufacturers or carriers in processing valid transit-related claims.

10. Returns, Cancellations, and RMA Policy

Due to the nature of medical, sterile, biologic, tissue-based, and temperature-sensitive products, all sales are final unless otherwise expressly approved in writing by Sunshine Direct.

Opened, used, altered, expired, damaged, improperly stored, or temperature-compromised products are not eligible for return or credit except where required by applicable law or expressly approved by the applicable manufacturer.

Buyer must inspect all shipments immediately upon receipt.

Requests relating to damaged shipments, defective products, shipping discrepancies, or incorrect items must be submitted within seven (7) business days of delivery through an authorized Return Merchandise Authorization ("RMA") process.

For temperature-sensitive products alleged to have been compromised during transit, Buyer must notify Sunshine Direct within twenty-four (24) hours of delivery, or by the next business day if delivery occurs on a weekend or holiday, and preserve all packaging materials, shipping documentation, temperature indicators, and related evidence for investigation.

Unauthorized returns will not be accepted.

Approved returns remain subject to manufacturer restrictions, regulatory requirements, restocking fees, carrier limitations, and applicable destruction or chain-of-custody procedures.

11. Warranties and Disclaimers

To the maximum extent permitted by law, Sunshine Direct provides products "AS IS" and "AS AVAILABLE."

Any manufacturer warranty applicable to a product is passed through to Buyer solely to the extent assignable.

Sunshine Direct does not warrant uninterrupted availability of products or Services.

12. Limitation of Liability

Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law.

13. Indemnification

Buyer agrees to defend, indemnify, and hold harmless Sunshine Direct LLC and its officers, members, managers, employees, contractors, affiliates, suppliers, and agents from and against any claims, damages, liabilities, losses, penalties, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to:

• Buyer's use or misuse of products;
• Clinical application or treatment decisions;
• Billing or coding practices;
• Regulatory violations;
• Storage or handling failures;
• Breach of these Terms; or
• Negligence, misconduct, or unlawful acts of Buyer or its personnel.

The foregoing indemnification shall not apply to the extent a claim arises from Sunshine Direct's own gross negligence, willful misconduct, or the supply of a product that was defective or adulterated at the time it left the control of Sunshine Direct or the applicable manufacturer, as finally determined by a court of competent jurisdiction.

14. Intellectual Property

All Site content, trademarks, logos, graphics, text, software, product compilations, and related intellectual property are owned by Sunshine Direct LLC or its licensors and are protected by applicable intellectual property laws.

Buyer receives a limited, revocable, non-transferable license to access and use the Site solely for legitimate business purposes.

Buyer shall not copy, reverse engineer, scrape, harvest, republish, distribute, create derivative works from, or commercially exploit the Site or its content without prior written consent.

15. Privacy

Buyer's use of the Services is also governed by the Sunshine Direct LLC Privacy Policy, which is incorporated into these Terms by reference.

16. Electronic Communications and Marketing

Buyer consents to receive electronic communications from Sunshine Direct, including transactional communications, invoices, order updates, operational notices, and marketing communications where permitted by law.

Buyer may opt out of marketing communications using the unsubscribe mechanisms provided.

17. Website Disclaimer

The Site and Services are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind.

Sunshine Direct does not guarantee uninterrupted or error-free operation of the Site.

Third-party links or external resources are provided solely for convenience and do not constitute endorsement.

18. Governing Law and Dispute Resolution

These Terms shall be governed by and construed under the laws of the State of Louisiana, without regard to conflict-of-law principles.

Any legal action arising from or relating to these Terms shall be brought exclusively in the state or federal courts located in Louisiana, and Buyer consents to such jurisdiction and venue.

19. Changes to Terms

Sunshine Direct may modify these Terms at any time by posting updated Terms on the Site.

For material changes, Sunshine Direct may additionally provide notice by email or other reasonable communication methods.

Continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

20. Miscellaneous

These Terms constitute the entire agreement between the parties concerning the subject matter herein.

If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

Failure to enforce any provision shall not constitute a waiver.

Buyer may not assign these Terms without prior written consent. Sunshine Direct may assign these Terms in connection with a merger, acquisition, financing, or sale of assets.

Sunshine Direct shall not be liable for delays or failures caused by events beyond its reasonable control, including supply-chain interruptions, carrier delays, governmental actions, labor disruptions, cyber incidents, acts of God, or force majeure events. Nothing in this provision excuses any statutory data-breach or regulatory notification obligation.

21. Contact Information

Sunshine Direct LLC
8575 Fern Avenue, Suite 108
Shreveport, Louisiana 71105
Email: info@sunshinedirect.co

22. Product Recalls and Safety Notices

Buyer agrees to cooperate fully with Sunshine Direct, manufacturers, suppliers, and regulatory authorities in connection with any product recall, field correction, market withdrawal, safety notification, adverse event investigation, or regulatory action involving products supplied by Sunshine Direct.

Buyer shall maintain appropriate records necessary for product traceability and shall promptly notify Sunshine Direct of any suspected adverse events, product defects, contamination concerns, or regulatory inquiries relating to products purchased through Sunshine Direct.