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General Terrnsfor all Products, Services and Subscriptions.
<br />Physio-Control, Inc. ('1PI'lysio') accepts Buyer's order expressly conclitioned on Buyers assent to the terms set forth in this
<br />document. Buyer's order and acceptance of any portion of the goods, services or subscriptions shall confirm Buyer's acceptance of
<br />these terms. Unless specified otherwise herein, these terms constitute the complete agreement behveen the parties. Amendments
<br />to, this document shall be in wrding and no prior or subsequent acceptance by Seller of any purchase order, acknoWedgment, or
<br />other document from Buyer specifying different an d/or additional terms shall be effective unless signed by bothparties.
<br />Pricing:. Prices do not include freight insurance, freight forwarding 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 vAll be invoiced in
<br />addition to the pOce of the goods and services unless Physic, receives a copy of a valid exemption certificate prior to delivery.
<br />Discounts may not be combinedwith otherspeciul terms, discounts, ancVorprornotions.
<br />Payment. Payment forgoods and services shall be sutlect to approval of credit by Physio. Unless other%vise specified by Physio in
<br />writing, the entire payment of an invoice, is due thirty (30) days after the invoice date for deliveries in the USA, and sight draft or
<br />acceptable (confirmed) irrevocable letter of credit is required for sales outside th e USA.
<br />Minimum Order QuantIty. Physio reservesthe rigft to charge a servicefeefor any order less than 3200.00.
<br />Patent Indemnity. Physioshall Indemnity Buyer and hold it harmless from and against all demands, claims, damages, losses, and
<br />expenses, arising out of or resulting, from any action by a third party against Buyer that is based on any claim that the -services
<br />infringe a United States patent, copyright, or trademark, or violate a trade secret or any other proprietary right of any person or
<br />entity. Fljysip,,5 indemnification obligations hereunder will be subject to (1) receiving prompt written notice of the existence of any
<br />claim; (5) being able to, at its option, control the defense and settlement of such claim (provided that, without obtaining the prior
<br />written consent of Buyer, Physio will enter into no settlement involving the admission of wrongdoing); and (iii) receiving full
<br />cooperation ofBuyer in the defenseofany claim
<br />Limitation of Interest. Through thepurchase of Physio products, services, or subscriptions, Buyer does not acquire any interest in
<br />any tooling, dta%vings, 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 decompile such products or reliated soft'vare and
<br />information.
<br />Delays. Physic, will not be liatle for any loss 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, including butnot limited to, acts of God, labor disputes, the requirements of
<br />any governments] authority, war, civil unrest, terrorist acts, delays in manufacture, obtaining any required license or permit, and
<br />Physio inability to obtain goods from Asusual sources.
<br />Limited Warranty. Physio warrants its products and services in accordance with the terms of the limited warranties located at
<br />The remedies provided under such warranties shall be Buyer's sole and exclusive
<br />remedies. Physio makes no other vrarrantles, express or implied, including, without limitation, NO WARRANTY OF
<br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL PHYSIO BE LIABLE FOR
<br />INCIDENTAL, CONSEQUEWIAL, SPECIAL OR OTHER DAMAGES.
<br />Compliance with Confidentiality Laws. Both parties acknmviedige their respective obligations to maintain the security and
<br />confidentiality of individually Identifiable 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 laws, rules, regulations, licensing requirements or standards
<br />that are now or hereafter promulgated by any local, state, and, federal governmental autholitylagency or accrediting/administrative
<br />bodythat governs orappliesto their respective duties and obligations hereunder.
<br />Regulatory Requirement for Access to Information. In the event 42 USC § 1395x(v)(1)(1) is applicable, Physio shall make
<br />available to the Secretary of the United States Department of Health and Human 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 tocertifythe nature and extent ofthe costs o,fthe 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 />othen-Ase ineligible to participate in the Federal health care programs as defined in 42 USC § 1320a.7b(t); (0) have not been
<br />convicted of a criminal offense related to the provision of healthcare items or services; and (iii) are not under investigation which
<br />may result in Physio being excludedfrom participation in 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 laws of the state where Buyer is located. Al costs and expenses incurred by
<br />the prevailing party related to enforcement of its rights under this document, including reasonable attorney's fees, shall be
<br />reimbursed by the other party,
<br />Addiflonal Terms for Purchase and SafeofProduc_ts
<br />In addition to the G eneral Terms above, the following terms aipplyto all purchases of products from Physio:
<br />Delivery. Unless otherwise specified by Physio in writing, delivery shall be FOB Physlo point of shipment andtitle and risk of loss
<br />shall pass to Buyer at that point. Partial deliveries may be made and partial invoices shall be permitted and shall become due in
<br />accordance with the payment terms. In the absence ofshipping instructions from Buyer, RYysio%Mll obtain transportation on Buyer's
<br />behalf and for Buyer's account. Delivery dates are approximate. Freight is pre -paid and added to Buyer's invoice, Products are
<br />subjectto availability.
<br />Inspections and Returns, Within 30 days of receipt of a shipment, Buyer shall notify Physio of any claim for product damage or
<br />nonconformity. Physio, at its sole option and discretion, may repair or replace a product to taring it into conformity, Return of any
<br />product shall be governed by Ifte Returned Product Policy located at hfip*Lk4 jio-controLcomtD0CU Ten , Payment of
<br />P,hy
<br />�j 9,pinvoiceis not contingent on immediate correctionrof'nonconformitles.
<br />No Resale. Buyer agrees that product purchased hereunder Wil not be resold to third parties and will not be reshipped to, any
<br />persons or places prohibited by the laws ofthe United Slates ofAmerica.
<br />Quote Number 00126690
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