|
General Terms
<br />Physio-Control,_Inc.'s acceptance of the Buyer's order is expressly conditioned on product availability and_ the Buyer's_ assent to the terms
<br />set forth in this document and its attachments. Physio -Control, Inc. agrees to furnish the goods and services ordered by the Buyer only on
<br />these terms, and the Buyer's acceptance of any portion of the goods and services covered by this document shall confirm their acceptance
<br />by the Buyer. These terms constitute the complete agreement between the parties and they shall govern any conflicting or ambiguous terms
<br />`WW on the Buyer's purchase order or on other documents submitted to Physio -Control, Inc. by the Buyer. These terms may only be revised or
<br />amended by a written agreement signed by an authorized representative of both parties.
<br />Unless otherwise indicated in this document, prices of goods and services covered by this document shall be Physio -Control, Inc. standard
<br />prices in effect at the time of delivery. Prices do not include freight insurance, freight forwarding fees, taxes, duties, import or export permit
<br />fees, or any other similar charge of any kind applicable to the goods and services covered bythis document, Sales or use taxes on
<br />domestic (USA) deliveries will be invoiced in addition to the price of the goods and services covered by this document unless Physio
<br />Control, Inc. receives a copy of a valid an exemption certificate prior to delivery. Please forward your tax exemption certificate to the Physio -
<br />Control, Inc. Tax Department P.O.Box 97006, Redmond, Washington 98073-9706.
<br />Payment
<br />Unless otherwise indicated in this document or otherwise confirmed by Physio -Control, Inc. in writing, payment for goods and services
<br />supplied by Physio -Control, Inc. shall be subject to the following terms:
<br />• Domestic (USA) Sales -_Upon approval of credit by Physio -Control, Inc., 100%® of invoice due thirty (30) days after invoice date_
<br />• International Sales - Sight draft or acceptable (confirmed) irrevocable letter of credit.
<br />Physio -Control, Inc. may change the terms of payment at any time prior to delivery by providing written notice to the Buyer.
<br />Delivery
<br />Unless otherwise indicated in this document, delivery shall be FOB Physio -Control, Inc. point of shipment and title and risk of loss shall pass
<br />to the Buyer at that point. Partial deliveries may be made and partial invoices shall be permitted and shall become due in accordance with
<br />the payment terms. In the absence of shipping instructions from the Buyer, -Physio -Control, Inc. will obtain transportationon the Buyer's
<br />behalf and for the Buyer's account.
<br />Delivery dates are approximate. Physio -Control, Inc. will not be liable for any loss or damage of any kind due to delays in delivery or non-
<br />delivery resulting from any cause beyond its reasonable control, including but not limited to, acts of God, labor disputes, the requirements of
<br />any governmental authority, war, civil unrest, terrorist acts, delays in manufacture, obtaining any required license or permit, and Physio -
<br />Control, Inc, -inability -to -obtain -goods fromitsusual sources Any -such -delay -shall not -be- considered -a breach -of -Physio -Control, -Inc. andthe
<br />Buyer's agreement and the delivery dates shall be extended for the length of such delay.
<br />Claims by the Buyer for damage, to or shortages of goods delivered_ shall be made within thirty (30) days after shipment by providing Physio -
<br />Control, Inc. with written notice of any deficiency. Payment is not contingent upon immediate correction of any deficiencies and Physio -
<br />`Nor, Control, Inc. prior approval is required before the return of any goods to Physio -Control, Inc_ Physio -Control, Inc reserves the right to charge
<br />a 15% restocking fee for returns. The Physio -Control Returned Product Policy is located at
<br />http://www.physio-control.comtuploadedFilestsupport/ReturnPolicy_3308529 A.pdf.
<br />All device service will be governed by the Physio -Control, Inc. Technical Services Support Agreement which is available from your sales
<br />representative or http://www.physio-control.com/uploadedFiles/products/service-planst%chnicalServiceAgreement.pdf. All devices that are
<br />not under Physio -Control Limited Warranty or a current Technical Service Support Agreement must be inspected and repaired (if necessary)
<br />to meet original specifications at then -current list prices prior to being covered under a Technical Service Support Agreement. If Buyer is
<br />ordering service, Buyer affirms reading and accepts the terms of the Technical Service Support Agreement.
<br />Warranty
<br />Physio -Control, Inc. warrants its products _in accordance with the terms of the standard Physio -Control, Inc. product warranty applicable to
<br />the product to be supplied. Physio -Control, Inc. warrants services and replacement parts provided in performing such services against
<br />defects in accordance with the terms of the Physio -Control, Inc. service warranty set forth in the Technical Service Support Agreement. The
<br />remedies provided under such warranties shall be the Buyer's sole and exclusive remedies. Physio -Control, Inc. makes no other warranties,
<br />express or implied, Including, without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
<br />AND IN NO EVENT SHALL PHYSIO -CONTROL, INC. BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER
<br />Patent & Indemnity
<br />Upon receipt of prompt notice from the Buyer and with the Buyer's authority and assistance, Physio -Control, Inc_ agrees to defend,
<br />indemnify and hold the Buyer harmless against any claim that the Physio -Control, Inc. products covered by this document directly infringe
<br />a) The Buyer agrees that -products -purchased hereunder will not be reshipped or resold to any persons or places prohibited by the laws of
<br />the United States of America. b) Through the purchase of Physio -Control, Inc. products, the Buyer does not acquire any interest in any
<br />tooling, drawings, design information, computer programming, patents or copyrighted or confidential information related to said products,
<br />and the Buyer expressly agrees not toreverse engineer or decompile such products or related software and information. c) The rights and
<br />obligations of Physio -Control, Inc. and the Buyer related to the purchase and sale of products and services described in this document shall
<br />be governed by the laws of the State of Washington, United States of America. All costs and expenses incurred by the prevailing party
<br />related to enforcement of its rights under this document, including reasonable attorneys fees, shall be reimbursed by the other party.
<br />V
<br />SmeadSoft Reprint Date: Wednesday, December 14, 2016 - 11:58:17 - 8CC:1826, Attachment Id 1, Page207
<br />
|