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General Termsforall Products, Services and Subscriptions
<br />Physky _Control Inc. ('Physic') accepts Buyer's order expressly conditioned on Burer's assent to the terms set forth in this
<br />document. Buyer's order and acceptance of .any portion of the goods, services or subscriptions shalt confirm Buyer's acceptance of
<br />these term-,. Unless spectified otherwise herein, these terms constitute the complete agreement between Hie parties. Amendments
<br />to this document shall be in vinbrig and no prior or subsequent acceptance by Seller of any purchase order, ac€„:no°,ut,edgment, or
<br />other document from Buyer s p ecifyingdifferent an cVor additional terms shall be effective unless signed by both parties.
<br />Pric.ingl. Prices do notinclude freight insurance, freight forwwarding fees, taxes, duties, import or export permit fees, or any other
<br />similar charge of any kind applicable to the goods .and services. 'Sales or use taxes on, domestic: (USA) deliveries wil be invoiced in
<br />addition to tine price of the goods and services unless Plhysio receives a copy of a valid exemption certificate poor to delivery..
<br />Discounts may not be cry binedwvit.h others pecial terms, discounts, andlor promotions.
<br />Payment. Payment for goods and services shall be subject to approval'. of credit by Physio. Unless otherwise specified by Physio tin....
<br />writing, the entire payment of an invoice is duethirty (30) days after the invoice dale for deliveries in the USA, and sight draft or
<br />acceptable (conf nu ed) irrevocable letter of credit is requi red for sales outside the USA.
<br />Minimum Order Quantity. Physic reservesthe right to charge a service fee for anyorder less than S200.00,
<br />Patent Indemnity. . Physio shall indemnify+ Buyer and hold itharrm ers,s from and against all demands, daims, damag.es, losses, and
<br />expenses, arising out of or resulting, fryin any action by a third party against Buyer thatis based on any claim that the services
<br />infringe a ignited States patent, copyright, or trademark, or violate a. trade secret or any other proprietary right of any person or
<br />Entry. PhystR's. indemnification obligations hereunder will be subject to (1) receiving prompt written notice of the existence of any
<br />claim; (ii) being able to, at its option, control the defense and settlement of such claim (provided that, without obtaining. Hie prior
<br />written consent of Buyer', Physio will enter into no settlement Involving the admission of wrongdoing), and Lii) receiving full
<br />cooperation of Buy er i n the defense of any claim.
<br />Limitation, of Interest. Through the purchase of Riysio products, services, or subscriptions, Buyer does not accluke any interest in
<br />any tooling..,, drawings.,,, design information computer programming, patents or copyrighted or confidential information related to said
<br />products or services, and Buyer expressly agrees not to reverse engineer or dlecomp'rle such products or related software and
<br />info nm ntion.
<br />Delays. F"hysio vAli not be liable for any Voss or damage of any kind due to its failure to perform or delays in its performance
<br />resulting from an event beyond its reasonable control, incduding but not limited to, acts of Godl,labor disputes, the requirements of
<br />any governmental authority., war, civil unrest., terrorist acts, delays in manufacture, obtaining any required license or permit, and
<br />Physio inability to obtain goods from itsusual sources.
<br />Limited Warranty. Physio warrants its products and services in accordance with the terms of the limited warranties located at
<br />IAkfu,,,",fflnr,pq,ry no_t rrrctraV a?uoua l( P. The remedies provided under such warranties shall be Buyer's sole and exclusive
<br />remedies. Physio, makes no other warranties„ express or implied', including, writliout limitation, NO WARRANTY OF
<br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL PHIYSIO BE LIABLE. FOR
<br />INCIDENTAL, CON SEQUENTIAL, SPECIAL OR OTHER DAMAGES.
<br />Compliance with Confidentiality Laws. Both parties acknowledge their respective obligations to maintain the security and
<br />confidentiality of individually identiliabde health information and agree to comply with applicable federal and state health information
<br />confidentiality laws.
<br />Compliance with Law. The parties agree to comply with... any and all 1..sws, rules, regulations, licensing requirements or standards
<br />that are riaw+r or hereafter promulgated by any local.,stat,e,and federa'il governmental authority/agency or accreditingladministrative..
<br />body that governs or appllles to their respective duties, andobligations hereunder.
<br />Regulatory Requi......remenrt for Access to Infoarratiic+n, In the event 42 USC § I3g5x(v)(.l)(I) is applicable„ Physio shatl'...I make
<br />available to the Secretary of the United States Department of Health and Huirr�ian Services, the Comptroller General of the United
<br />States General Accounting Office, or any of their duly authorized representatives, a copy of these terms, such books, documents
<br />and records as are necessary to certr...fythe native and extent ofthe costs ofthe products and services provided....... by Physio.
<br />No Debarment. Physio represents and warrants that it and its directors, officers, and employees (i...), are not excluded, debarred, or
<br />otherwise ineligible to participate in the Federal health care programs as defined in 42 USC § 1320a-71i(f); (li) have not been
<br />convicted of a criminal offense related to the provision of heattlacare items or services; and (iii) are not under investigation whhich.
<br />may result in Physio being excludedfrom participation um such, programs.
<br />Choice of Law.. The rights and obligations of Physio and Buyer related..... to the purchase and sale of products and services
<br />described in this document shall be governed by the lawns of the state where Buyer is located. Al......t costs and expenses incurred by
<br />the prevailing.. party related to enforcement of its rights under this document, including reasonable attorney'' fees, shall be
<br />reimbursedlby the other party..
<br />Additional Terms for Purchase and Sate of Products.
<br />In add ition to the General Terms above, th a followring germs apply to all purchases of products from Physio:
<br />Delivery. Uniless otherwaise specified by Physio in writing, delivery shall be FOB Physio point of shipment and title and risk of loss
<br />shall pass to Buyer at that point. Partial deliveries may be shade and partial invoices shall be permitted and shall become due in
<br />accordance with the payment terms. In the absence ofshipping instructions from Buyer„ Physio whit obtain transportation on Buyer's
<br />behalf and for Buyer's account. Delivery dates are approximate. Freight is pre -paid and added to Buyers invoice. Products are
<br />subjectto availability.
<br />inspections and Returns. Within 30 days of receipt of a shipment, Buyer shall nobly Physio of any claim for productdamago or
<br />nonconformity. Physio, at its sole option and discretion, may repair or replace a product to lying it into conformity. Return of any
<br />product shall be governed � the Returned Product Policy located at latp);;a, tVy w✓rrtiw io aaa, antlral araacevl„l is tpllY.vrth'Is;l- Payment of
<br />I�'ii:ys9,p' invoice is not contin entonlimmediatecorrectlonofnonconfontnrties.
<br />No Resale. Buyer agrees brat products purchased hereunder wilt not be resold to third parties and will not be reshipped to arrp
<br />persons or p laces prohibited by the lawns ofthe United States of America.
<br />Quote NUiTiber: 00126685
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