Prices: Prices on Hillrom’s proposal are subject to change, unless the proposal states that pricing is firm through the expiration date, as noted on the proposal. If delivery is requested after the expiration date, the price in effect at the time of the requested delivery will apply. Customer shall be billed for all applicable sales and other taxes until such time as Customer provides a tax-exempt certificate (resale certificate) to Hillrom with respect to such taxes. Applicable taxes will be calculated and billed at time of invoicing.
Cancellation: This contract when signed is an agreement of performance by both parties. In the event either party requests a termination of the contract, the other party must agree.
Payment Terms: Invoices are payable net thirty (30) days from date of invoice. Unless waived by Hillrom in writing, overdue invoices shall be subject to a late payment charge equal to the lesser of (i) one and one-half percent (1-1/2%) per month or (ii) the maximum rate allowed by law. Customer agrees to pay Hillrom for any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by Hillrom to collect any amounts owed to it, enforce any of its rights or seek any of its remedies hereunder. In the event Customer has directed that the charges hereunder be billed to another person or organization, and payment is not made by such person or organization within ten (10) day after invoice date, Customer shall still remain liable hereunder. Customer is advised that the Customer may be obligated to properly reflect and/or report any discount, rebate or reduction in price in its costs claimed or charges made to federal (e.g. Medicare) or state (e.g. Medicaid) health care programs requiring such disclosure. The invoices provided by Hillrom to Customer may not reflect the net cost to the Customer. Customer shall make written request to Hillrom in the event Customer requires additional information in order to meet applicable reporting or disclosure obligations.
Installation: Unless otherwise agreed in writing, Customer shall perform any installation of products sold hereunder at Customer's expense. Hillrom agrees to furnish appropriate instructions and information to assist with the installation and/or first operation of the products.
Limited Warranty: For specific warranty information on Hill-Rom products and parts, please see owner's manual or review manuals on line at our website, www.hillrom.com. THE FOREGOING WARRANTY CONSTITUTES THE SOLE WARRANTY MADE BY HILLROM AND IS IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER REMEDIES. IN NO CASE SHALL HILLROM BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DELAYS. NO EMPLOYEE OR REPRESENTATIVE OF HILLROM IS AUTHORIZED TO CHANGE THIS WARRANTY IN ANY WAY OR GRANT ANY OTHER WARRANTY.
Product Interface: Customer shall be responsible for ensuring to Customer's satisfaction that any equipment and accessories not supplied by Hillrom that are used with Hillrom products properly interface or operate with Hillrom products. Hillrom shall not be liable to Customer or any third person for personal injury or property damage arising from the use of third party equipment and accessories with Hillrom products.
Limitation of Liability: Hillrom shall not be liable for loss or damages due to delay in manufacture or shipment resulting from any cause beyond the Hillrom's control. Delays resulting from any such cause shall extend shipment date correspondingly. IN NO EVENT SHALL HILLROM BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS CONTRACT IS BETWEEN CUSTOMER AND HILLROM. Customer must make claims for shortages or errors within a reasonable time after receipt of the products. Hillrom reserves the right to use remanufactured or used components that meet new component specifications and are warranted as new.
Security Interest, Default and Insurance: Hillrom shall retain a security interest in the products until Hillrom has received full payment including taxes. Customer agrees to sign and deliver to Hillrom any additional documents required by Hillrom to protect its security interest. If Customer defaults or Hillrom deems itself insecure of the products in danger of confiscation, the full amount unpaid shall immediately become due and payable at the option of the Hillrom and on proper notice to the Customer, the Hillrom may retake possession of the products wherever located without court order and can resell or retain according to the laws of the state where products are located. The products shall not be considered a fixture if attached to any realty. Customer shall assume all loss relating from damage to the products occurring after the products leave Hillrom's control and shall provide adequate insurance therefore at all times until the purchase price shall have been fully paid. Hillrom reserves the right to request proof of such insurance at any time prior to full payment along with a statement from such insurer limiting cancellation or changes to said policy within ten (10) days after written notice of same to Hillrom.
Specifications: Specifications and drawings and any other information shall remain the property of Hillrom and are subject to recall at any time. Such information shall not be disclosed or used for manufacture of any products. In accordance with Hillrom's established policy of constant improvement, Hillrom reserves the right to amend its specifications at any time without notice.
Merger: These terms and conditions supersede any inconsistent agreements and understandings, oral or written, between the parties, including any terms and conditions in any documentation submitted by Customer to Hillrom, unless agreed to in writing by an authorized representative of Hillrom. Customer agrees and acknowledges that if Customer issues any further purchase orders, Hillrom will have no obligation to accept or otherwise honor any such purchase order.
Acceptance: This contract is subject to Hillrom's approval of Customer's credit. Written notice shall be given to Customer within 60-days of the date hereof if Customer's credit is deemed, in the sole discretion of the Hillrom, to be unsatisfactory. This contract of purchase and sale between the Customer and Hillrom relating to the products identified herein shall be subject to and shall include the terms and conditions hereof.
Choice of Law: This contract shall be governed by, and construed in accordance with, the laws of the State of Indiana.
Delivery and Shipment: Date of delivery shall be determined by mutual written agreement of the parties. No delivery date set forth in a Purchase Order shall be binding on Hillrom unless Hillrom explicitly agrees to such delivery date in a writing signed by an authorized representative of Hillrom. Shipment of all products shall be Net Freight on Board (FOB) Customer, with all costs of transportation and related insurance being the responsibility of Hillrom with the exception of costs of transportation and insurance for (i) service parts, (ii) shipments to points outside the contiguous U.S., or (iii) special delivery and/or air shipments requested by Customer. Unless otherwise explicitly agreed to by Hillrom in a writing signed by an authorized representative of Hillrom, Hillrom will prepay and add to the invoice for reimbursement by Customer any and all costs of transportation and insurance for delivery of service parts, shipments to points outside the contiguous U.S., and any special delivery and/or air shipments requested by Customer. Terms for shipping to Alaska and Hawaii shall be F.O.B. port of embarkment, prepaid and add from port of embarkment to destination.
Return Goods Policy: Should Hillrom ship products in error, Hillrom shall arrange and pay for return shipment of the products without applying a restocking fee provided that (i) Customer notifies Hillrom of the error within thirty (30) days of shipment, and (ii) the products are returned in “as shipped” condition. If Customer orders products in error and notifies Hillrom of the error within thirty (30) days of shipment, Customer may return the products in “as shipped” condition at Customer’s cost and expense; however, Customer agrees to pay Hillrom a restocking fee of 15% of the net price for the returned products. Notwithstanding the previous sentence, returns will not be accepted on architectural products, workflow solutions and other communications products, and any customized products or special orders, except if mutually agreed on terms acceptable by both parties on a case by case basis.
Order Cancellation Policy: Customer may only cancel a purchase order if Customer provides written notice to Hillrom at least fourteen (14) days prior to the scheduled shipment date, and if Customer cancels an order, Customer agrees to pay Hillrom a cancellation fee of 15% of the net price for the cancelled products. No purchase orders may be cancelled after fourteen (14) days prior to the scheduled shipment date. Notwithstanding the above, cancellations will be not be accepted on architectural products, workflow solutions and other communications products, and any customized products or special orders, except if mutually agreed on terms acceptable by both parties on a case by case basis.
Delivery Change/Refusal Policy: Customer may request to reschedule a scheduled delivery date to a later date by providing Hillrom with written notice at least fourteen (14) days prior to the scheduled delivery date. If Customer requests at any time to reschedule the delivery date to a new date that is more than thirty (30) days later than the original scheduled deliver date, Customer agrees to pay Hillrom a rescheduling fee of 15% of the net price for the affected products. If Customer refuses to accept a delivery without having provided Hillrom with a written request to reschedule at least fourteen (14) days in advance, Customer agrees to pay Hillrom a rescheduling fee of 15% of the net price for the affected products.
Ordering: All Purchase Orders may be placed by mail, telephone or facsimile at the following:
Hill-Rom Company, Inc.
Attn: Customer Service
1069 State Route 46 East
Batesville, Indiana 47006
Hill-Rom Company, Inc.
Attn: Customer Service
1705 Tech Avenue, Unit 3
Mississauga, Ontario L4W 0A2
Welch Allyn, Inc. ("Welch Allyn") owns and operates the websites located at www.welchallyn.com (the "Welch Allyn Website") and www.welchallynhome.com (the "Welch Allyn Home Website") (collectively, the "Websites"). As used herein, the terms "You" and "Your" refer to the user of the Websites, and the terms "We," "Us" and "Our" refer to Welch Allyn.
GRANT AND RESTRICTIONS ON USE
The Welch Allyn Website's Online Shop provides information on how to place an order, check order status and shipping, returns and refunds, warranty registration and more (the "Welch Allyn Website Additional Terms") at https://www.welchallyn.com/en/shop.html.
All purchases of items offered for sale on the Welch Allyn Home Website are transacted and fulfilled by Our distributor and subject to Our distributor's terms of sale, which may be found at www.simplymedical.com.
For certain aspects of the Websites, You may be asked to register an account. In the event You agree to register an account, You will select and/or receive a username and password upon providing registration information and successfully completing the registration process. This account is personal to You, and You must not share it or allow any other person to use it. You may never use another's account without permission. You are responsible for maintaining the confidentiality of Your username and password and are fully responsible for all activities that occur under Your username and password. You agree immediately to notify Us in the event Your registration information changes or You learn of or have reason to suspect any unauthorized use of Your account or any other breach of security. You also agree that You will provide truthful and accurate information during the registration process. We may refuse to grant a particular username to You for any reason.
FEEDBACK AND SUBMISSIONS
If You submit comments, ideas, or feedback to Us through the Websites or otherwise, You agree that We can use them without any restriction or compensation to You. We do not waive any rights to use similar or related comments, ideas or feedback previously known to Us, developed by Us, or obtained from sources other than You.
You are prohibited from transmitting any individually identifiable and/or sensitive information over the Websites, including, without limitation, any information about You or another person that communicates biometric or health data; government-issued identification number including social security number, driver's license number or state-issued identified number; credit or debit card number (except to the extent used to make a purchase), bank account or other financial information; information that is deemed sensitive under applicable law; and information concerning trade union membership, sexual orientation, political opinions, criminal charges or convictions, religious or philosophical beliefs, racial or ethnic origin and other sensitive matters. You are also prohibited from: (i) using the Websites to send or post harassing, abusive, or threatening messages; (ii) transmitting through the Websites any information, data, text, files, links, software, or other materials (including hidden pages, links or images) that are unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, hateful, discriminatory or otherwise objectionable, or that solicit other users' passwords or personal information for commercial or unlawful purposes, provide instructions for the conduct of illegal activities, or threaten Our relationships with Our partners, customers or suppliers; (iii) impersonating any person, or misrepresenting Your identity or affiliation with any person or organization; (iv) disrupting the normal flow of the Websites, including any dialogue on the Websites, or otherwise acting in a manner that negatively affects other users; (v) sending spam or other direct marketing communications, or posting, transmitting or linking to any unsolicited advertising, promotional materials, or any other forms of commercial content; (vi) intentionally or unintentionally performing or promoting any activity that would violate any applicable local, state, provincial, national or international law, including, but not limited to, any regulations having the force of law; (vii) posting or transmitting executable programming of any kind, including viruses, spyware, trojan horses, easter eggs, or any other form of computer programming or disabling mechanism; (viii) using any robot, spider or other automatic program or device, or manual process, to monitor, copy, summarize, or otherwise extract information (including Site Content) from the Websites, in whole or in part, including, without limitation, creating any frames at any other website pertaining to any portions of the Websites; and (ix) infringing any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person, or violating the legal rights (including the rights of publicity and privacy) of others.
ACCESS AND ACCOUNT TERMINATION
We reserve the right to deny, revoke, or terminate access to Your account or the Websites or any part thereof at any time in Our sole discretion, with or without cause and without notice to You.
THIRD PARTY LINKS
The Websites may contain links to third party websites that are not owned or controlled by Us. We have no control over, and assume no responsibility for, the contents of such websites, and accept no responsibility for them or for any loss or damage that may arise from Your use of them. If You decide to access any of the third party websites linked to the Websites, You do so entirely at Your own risk and subject to the terms and conditions of use for such websites.
DISCLAIMER OF WARRANTIESYou understand that We cannot and do not guarantee or warrant that files available for downloading from the Internet or the Websites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to Our site for any reconstruction of any lost data. WELCH ALLYN WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL AS A RESULT OF YOUR USE OF THE WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM.
YOUR USE OF THE WEBSITES, THEIR SITE CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES IS AT YOUR OWN RISK. THE WEBSITES, THEIR SITE CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WELCH ALLYN NOR ANY PERSON ASSOCIATED WITH WELCH ALLYN MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITES. WITHOUT LIMITING THE FOREGOING, NEITHER WELCH ALLYN NOR ANYONE ASSOCIATED WITH WELCH ALLYN REPRESENTS OR WARRANTS THAT THE WEBSITES, THEIR SITE CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITES OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
WELCH ALLYN HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT WILL WELCH ALLYN, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITES, ANY WEBSITES LINKED TO THEM, ANY SITE CONTENT ON THE WEBSITES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
DISPUTE RESOLUTION; GOVERNING LAW AND JURISDICTION
Dispute Resolution Generally.
By using, making a purchase through, or otherwise interacting with the Websites, You agree to that to the extent permissible by applicable law: (i) any and all disputes, claims, and causes of action arising out of or in connection with the Websites, or any services or items obtained through the Websites, shall be resolved individually without resort to any form of class action; and (ii) any claims, judgments and awards shall be limited to reasonable and actual out-of-pocket costs incurred, but in no event attorneys' fees.
Governing Law & Jurisdiction.
All disputes in connection with Websites and any services or items obtained through the Websites shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws rules thereof, and any matters or proceedings shall take place in the State of New York in the state or federal courts in Onondaga County, New York and You consent to the exclusive jurisdiction of such courts.
WELCH ALLYN, INC.
4341 State Street Road
Skaneateles Falls, New York 13153