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GeneralTermaforalt Products. Serwi,cesand 5ubacriraYlons.
<br />Physio-Control, Inc. ('Physio") accepts Buyer's order expressly conditioned on Buyers assent to the terms set former in this
<br />document. Buyer's order and acceptance of any portion of the goods, services or subscriptions shad confirm Buyer's acceptance of
<br />these terms. Unless specified otherwviseherein, these terins constitute the complete agreement between the parties. Am end inents
<br />to this document shai'I be in writing and no prior or subsequent acceptance by Seller of any purchase order, acknowledgment, or
<br />other docum ent fro m Buyers pecifying different and/or additional terms shall be effective unless signed by both parties,,.
<br />Pricing. Prices do not include freight insurance, freight forwvarding fees, taxes, duties, Import or export permit fees„or any other
<br />sinlii'..ar charge of any kind applicable to the goods and services. Sales or use to on domestic (USA) deliveries will be invoiced) in
<br />addition to the price of the goods and services unless Physio receives a copy of a valid exemption certificate prior to delivery.
<br />Discounts may not be combinedwvithotherspecialterms, discounts, and/orpromotions.
<br />Payment. Payment for goods and services shall be subject to approval of credit by Physio. Unless otherwise 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 letterof credit is requliredfor sales outside the USA.
<br />Minimum Order Quantity. Physio reserves the rigfttocharge aservicefeefor any order less than S2U'fu.0D.
<br />Patent in�de�mnity.. Physio shall indemnify (Buyer and hold ith..armlless from and against all demands, claims, daimagrs..., 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. y )q; , Indemnification obligations hereunder will be subject to (I) receiving prompt whiten notes of the existence of any
<br />claim; (ii) being.. able to, at its option, control) tt-le defense and settlement of such d'aim (provided that, without obtaining the prior
<br />written consent of Buyer, Physlo will enter into no settlement involving the admission of wrongdoing); and (III) receiving full
<br />cooperation of Buyerin the defenseofany claim.
<br />Limitation of Interest. Through the purchase of Physio products, services, or subscriptions, Buyer does not acquire 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 decompile such products or related software and,
<br />information.
<br />Delays. Physio will not be liable 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 governmental authority, wear, civil unrest, terrorist acts, delays in manufacture, obtaining any required license or permit, and
<br />Physio inability to obtain goods frorn its usual sources.
<br />Llni ted Warranty. . Physio warrants its products and services in accordance with the terms of the limited warranties located at
<br />htlt.,t.M1rv~,mrv�r.rahv^�Yo-rx'arodra) c lti,11-?xau awm r.... 2. The remedies provided under such warranties shall be Buyer's sole and exclusive
<br />remedies. Physio makes no other warranties, express or implied, including„ without limitation, NO WARRANTY OF
<br />MERCHANTABILITY OR FITNESS FOR, A PARTICULAR PURPOSE, AND IN NO EVENT SHALL PHYStO IBE LIABLE FOR
<br />INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGE'S.
<br />Compliance with Confidentiality Laws. Both parties acknmvledge, their respective obligations to maintain the security and
<br />confidentiality of individually identifiable health information and agree to comply with applicable federal and statehealth information
<br />confidentiality laws.
<br />Compliance with Law. The parties agree to comply with any and all lawns, rules, regulations, licensing requirements or standards
<br />that are now or hereafter promulgated by any local,, state, and federal governmental authodty/agency or accrediting/administrative
<br />body that governs orappliesto their respective duties and obligations hereunder.
<br />Regulatory Requirement for Acces..s.. to Information. In the event 42 USC § 139 (vX1)(1)is applicable, Physic 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 n ecessnry to certify the natureand extent ofthe costs ofthe products andservices provided: by Physio.
<br />No (Debarment. Phrysio represents and warrants that it and its directors, officers, and employees (ii) are not excluded, debarred„ or
<br />otherwise ineligible to participate in the Federal health care programs as defined in 42 USC C 1...320a-7b(t), (ii) 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 insuch programs.
<br />Choice. of Law. The rights and obligations of Physic, and Buyer related to the purchase and sale of products and services
<br />governed in this document shall be goerned by the lawns of the state where Buyer is located). All costs and expenses incurred by
<br />the prevailing party related to enforcement of its rights under this document, including reasonable attomeyls fees, shall be
<br />reimbursed by the other party..
<br />Ad dltional Term s fo,r Purchase and Sale of Sery' Plans.
<br />In addition to the General Terms above, the following terms apply to ail Physio Sery ice Pl a ins.
<br />Service Plans. Physio shall provide services according to the applicable Service Plan purchased by Buyerand described at
<br />h +° a.+"wr„C.+tr !Jcw r�)rrtrc)l cram AScry ir: �r*Prt�r ,t_g�;t�.px„ fair the length of the subscription purchased and fir the devices specified as
<br />cov ered by th a Service PI an ("Covered Equipment').
<br />Pricing. If the number or configuration of C.,overed Equipment changes during the Service Plan subscription,pricing shall i be pro-
<br />rated accordingly. For Preventative Maintenance, Inspection Only, Comprehensive, and Repair & Inspect Service Runs, Buyer is
<br />responsibleto pay for preventative maintenance and'... inspections that have been performed since the last anniversary.. of the
<br />subscription start date and such services shall not be p,ro-rated.
<br />Device Inspection Before Acceptance. All devices that are not covered under '1,74Y_OQ.:5 I_imi�ted Warranty or a current Service
<br />Plan must be inspected and repaired (if necessary) to roeet specifications at thon-current list prices prior to being covered under a
<br />Service PI an..
<br />Unavailability of Covered Equipment, If Covered Equipment is not made availaade at a scheduled service visit, Buyer is
<br />responsible to reschedule with the Pr)ysio Service Tech.nician, or ship -in the Equipment to a. Physio service depot- Rnysio reserves
<br />the right to charge Buyer a surcharge for a. return visit. Surcharge will be based on then -current Fhysio list price of desired
<br />services, less trAt for labor and 151A for parts„ plus applicable travel costs. The return visit surcharge will) be in addition to the
<br />su:bscruption price of the Service plan. To avoid the surcharge,. Buyer may ship devices to a. Physio service depot. Buyer shall be
<br />responsible for round-trip freight for ship -in service.
<br />unscheduled) or Uncovered Services. If Buyer requests services to be performed on Covered Equipment which are not covered
<br />by a Service Plan, or are outsideof designated Services frequency or hours, Physio-Control will charge Buyer for such services at
<br />10% off Physio-Control's standard rates (including overtime, if appropriate;) and applicable travel charges. Repair parts required for
<br />such repairswill be made availableat '15% off thethen-current. list price.
<br />Loaners. If Covered Equipment must be removed from service to complete repairs,. Fhysio will provide Buyer with a loaner' dlevice,
<br />if one is available. Buyer assumes complete responsitllity far the loaner and, shall return the loaner to Physio in thesaine condition
<br />as received, normal wear a..ncitear exempted, upon the earl! erofthe return of therem owed hovered Equipment o r PfJysJ q 5 request.
<br />Cancellfation. Buyer may cancel a Service Plan upon sixty (60), days' written notice to Physio. In the event of such cancellation,
<br />(Buyer shall be responsible for theportion of the designated price which corresponds to the portionof the ,Service Plans subscription
<br />prior to the effective date of termination and the list -price cost of any preventative maintenance„ inspections, or repairs rendered
<br />afterthe la.stanniversary date of the subscription start date.
<br />No Solicitation. During the Service Plan subscription and for one (t) year following its expiration Buyer agrees to not to actively
<br />and intentionally solicit anyone who is em ployed by Physio to provide services su c:h as those described in the Service Plan.
<br />Quote Number: 00125663
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