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STANDARD TERMS AND CONDITIONS
1. Conditions of Transaction. By submitting payment for the attached invoice (“Invoice”), Customer agrees the terms and conditions set forth below shall apply to the transaction(s) to which the Invoice relates and Customer further agrees to be bound by such terms and conditions. Company expressly rejects Customer’s purchase order, or any other document or instrument issued by Customer that is not agreed to in writing by Company.
2. Contract documents. The Invoice and these Standard Terms and Conditions comprise the complete and final agreement between Company and Customer (the “Contract Documents”) concerning its subject matter, and supersede all prior negotiations, proposals, representations, commitments, understandings, or agreements between the parties, either written or oral. No other agreement, quotation, or acknowledgment in any way modifying any of the Contract Documents will be binding upon Company unless made in writing and signed by Company’s authorized representative.
3. Taxes and Compliance with Laws. Unless specified otherwise on the face of the Invoice, Customer shall be responsible for all federal, state, and local taxes, including income, excise, use, and sales taxes, and customs and import duties.
4. Warranty. New Products purchased as reflected on the Invoice carry only those warranties made for them by their manufacturers. Company offers no additional warranties relating to new Products.
Unless otherwise noted on the Invoice, recertified Products carry the following warranty:
- Three (3) year warranty from the date of the Invoice for parts and labor on automated external defibrillators (AED), excluding Lifepak 500, Philips FR2,
Welch Allyn AED 10 and Welch Allyn AED20).
- One (1) year warranty on all other recertified non-AED Products from the date of the Invoice for parts and labor
There will be no charge for parts or labor to repair a recertified Product during the warranty period. Replacement parts may, at Company’s sole discretion, be new, used, reconditioned or refurbished. In the event Company elects to replace a Product, the replacement unit may, at Company’s sole discretion, be new, used, reconditioned or recertified so long as the replacement unit is functionally equivalent as the original recertified Product. Repaired or replaced Products are warranted for the remaining portion of the original recertified Product’s warranty period.
Warranties contained herein do not apply to abuse, accident, acts of God, consumable parts, accessories, improper installation or operation, and/or normal wear and tear or aging.
EXCEPT AS SET FORTH HEREIN, THERE ARE NO OTHER EXPRESSED OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS IT RELATES TO THE PRODUCTS. COMPANY’S SOLE OBLIGATION AND CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY OR FOR ANY BREACH OF THE CONTRACT DOCUMENTS SHALL BE, AT COMPANY’S OPTION, TO REPAIR OR REPLACE THE PRODUCT. COMPANY SHALL NOT BE LIABLE FOR ANY OTHER DAMAGES INCLUDING, BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOST PROFITS, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DAMAGES OR NONCONFORMITY OF PRODUCTS TO THE EXTENT CAUSED EITHER DIRECTLY OR INDIRECTLY BY CUSTOMER OR ITS DESIGNATED REPRESENTATIVES, EMPLOYEES, CONTRACTORS, OR AGENTS.
5. Rewards Program. Customer shall be responsible for all regular service and maintenance of any Product placed through the Company’s rewards program.
6. Delivery. Unless stated otherwise agreed to in writing by Company or specified otherwise on the Invoice, all Products shall be shipped FOB Origin and freight costs and risk of loss shall be the responsibility of the Customer. Shipping and handling charges may apply and will be prepaid and added to the Invoice of all open account and credit card purchases.
7. Payment Terms. Amounts payable under the Invoice are to be remitted by Customer to Company within 30 calendar days after the date of the Invoice. The amount is payable in U.S. dollars.
8. No Assignment. Customer shall not assign or transfer its rights, delegate or sublet its performance in whole or in part under the Contract Documents, or assign or transfer funds due hereunder, without Company’s prior written consent. Any attempted assignment or delegation without prior written consent shall be void and shall constitute a material breach of Contract Documents. The Contract Documents shall be binding upon Customer and its respective successors and permitted assigns.
9. Indemnity. TO THE MAXIMUM EXTENT ALLOWED BY LAW, CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS AGAINST ALL LOSS, DAMAGE, LIABILITY, COSTS, AND EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES, ANY INJURY OR DEATH TO ANY PERSON, OR DAMAGE TO ANY PROPERTY) RESULTING FROM OR IN ANY WAY CONNECTED WITH (I) THE NEGLIGENCE OR WILLFUL ACT, OR OMISSION OF CUSTOMER OR CUSTOMER’S EMPLOYEE, AGENT, OR REPRESENTATIVE; AND (II) CUSTOMER’S USE OF ANY OF THE PRODUCTS. COMPANY SHALL HAVE THE RIGHT BUT NOT THE OBLIGATION, TO CONTROL THE DEFENSE OR SETTLEMENT OF ANY CLAIM OR LAWSUIT COVERED BY CUSTOMERS INDEMNITY HEREUNDER AND, AT COMPANY’S OPTION, CUSTOMER SHALL AT CUSTOMER’S EXPENSE (A) DEFEND ALL ACTIONS BASED THEREON, OR (B) PAY COMPANY ALL ATTORNEYS’ FEES AND ALL OTHER COSTS AND EXPENSES ARISING FROM THE DEFENSE AND SETTLEMENT THEREOF BY COMPANY-INDEMNIFIED PARTIES.
10. Governing Law. The documents and the rights and obligations of Company and Customer shall be governed and construed according to the laws of the state of Ohio, without giving effect to its conflict of laws principles. Customer irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in Columbus, Ohio. The United Nations convention on contracts for the international sale of goods shall not apply to the Contract Documents.
11. Miscellaneous. No course of dealing between the parties or any waiver of a breach of any provision of the Contract Documents shall constitute a waiver of any other breach of such provision. Should any provision of the Contract Documents be held invalid or an enforceable, the remaining terms will remain in full force and effect, consistent with the terms of the Contract Documents taken as a whole. Customer is an independent contractor and not an agent of Company.