Standard Terms and Conditions

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.

  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 services and products (collectively the “Products”) to which the Invoice relates and Customer further agrees to be bound by such terms and conditions. Company expressly rejects any terms or conditions contained in Customer’s purchase order, or any other document or instrument issued by Customer that is not agreed to in writing by Company. All purchase orders are subject to acceptance by Company.
  2. Contract Documents. To the extent there is not already an existing contract signed by Customer relating to the sale of the Products reflected in the Invoice, the Invoice, the Return Policy, 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.
  3. Quotations and Pricing. Prices shown on published price lists, in a catalog, on a website, in a quote, or any other literature issued by Company do not represent unconditional offers to sell and are subject to change without notice.
  4. Payment Terms and Taxes. Payments for each order shall be made in U.S. dollars net 30 days from the date of Invoice and shall be made via check, money order, wire transfer or ACH (and credit card payments will not be permitted or accepted). 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. Accounts delinquent over 30 days will be charged at a rate the lesser of (i) 2% per month (or 24% per annum) or (ii) the maximum amount permitted by law. Accounts past due 45 days revert to C.O.D status.
  5. Delivery and Shipping. All delivery/performance dates are approximate and shall not be deemed to represent fixed or guaranteed delivery dates. Company will use reasonable efforts to meet the indicated delivery dates but shall not be held liable for any loss or damage caused by delay resulting from labor disputes, damage, damage to facilities, failure of contractors, subcontractors, or suppliers to fulfill scheduled deliveries, or any other cause outside Company’s reasonable control or causes which make Company’s performance commercially impracticable.All Products shall be shipped FOB Origin, Freight Pre-Paid and Added to Invoice, with Customer being responsible for freight and all other shipment and delivery costs, including, without limitation, packaging, carrier costs, and additional cost for expedited shipments. Any Purchase Orders previously accepted by Company may be canceled at any time upon notice to Customer.

    For international shipments, Customer will be responsible for clearing Products for import and export outside of the United States. In addition, Customer shall remain responsible for (i) any and all shipping, freight and transportation costs; and (ii) licensing, fees, taxes, duties, assessments, paperwork, clearance of Products for import.
  6. Training. Customer may cancel training by providing Company with written notice at least 72 hours prior to the date of scheduled training. If Customer provides notice less than 72 hours prior to the date of training, Customer will be changed the full price based on the estimated number of students booked as follows:
  • 1-10 estimated students – Customer will be charged for 8 students
  • 11-20 estimated students – Customer will be charged for 16 students
  • >21 estimated students – Customer will be charged for the total number of students Customer estimated.
  1. Returns. Product returns will be subject to Company’s then current return policy which can be found on Company’s website. Company reserves the right to modify its return policy at any time without notice.
  2. Incentives. Customer acknowledges that any incentive, discount, rebate, or reward offered under this Agreement constitutes a discount or reduction in price subject to Section 1128B(b)(3)(A) of the Social Security Act 42 U.S.C. 1320a-7b(b)(3)(a).  Customer agrees that it shall disclose any such discounts or reductions in price under any state or federal program that provides cost or charge-based reimbursement to the Customer for the Products covered by this Agreement
  3. Compliance with Laws. Customer warrants that: (i) it will comply with all applicable laws, statues, rules, and regulations, including the U.S. Foreign Corrupt Practices Act; (ii) it is not in violation of any laws relating to terrorism or money laundering; and (iii) it does not sell products to “Prohibited Persons” as defined by the U.S. federal government or to any person or entity who is, or is affiliated with, a designated terrorist, or is associated with terrorism or money laundering. In addition, Customer represents that all purchases under the Contract Documents are for Customer’s “own use” and will not be sold or distributed to a third-party.
  4. Warranty. Any warranty on the Products are those of the manufacturer and not of Company. Further, the manufacturer warranty, if any, is only applicable for the warranty period listed on the Product’s label. COMPANY OFFERS NO EXPRESSED OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTIBILTY OR FITNESS FOR A PARTICULAR PURPOSE. This section shall also apply to both Products and Equipment, if any, placed under any Rewards/Free Use Program offered by Company. Notwithstanding the foregoing, an warranty on the Products do not apply to consumables, wear and tear items and accessories with expiration dates, such as batteries, pads, and carry cases.

    Unless otherwise noted on the Invoice, recertified Products carry the following warranty:
  • Three (3) year warranty from the date of shipment for parts and labor on automated external defibrillators (AED).
  • One (1) year warranty on all other recertified Products from the date of shipment for parts and labor, unless otherwise noted on the Invoice.
  • Ninety (90) day warranty on all repairs and service performed on Products from the date of shipment for replaced or repaired parts and workmanship.
  • Company will repair or replace, at Company’s sole discretion, a recertified Product at no cost to Customer so long as: (i) Customer has followed the Product’s instructions for use and service manuals; (ii) has written evidence to show maintenance records; and (iii) the damage was not caused by Customer’s misuse or neglect. 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.

    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, OFFER A CREDIT OR OFFER A REFUND.
  1. Limitation of Liability. COMPANY SHALL NOT BE LIABLE FOR LOST PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES.
  2. EEO Compliance. Customer agrees to comply with all federal, state and local laws respecting discrimination in employment and non-segregation of facilities including, but not limited to, requirements set out at 41 CFR 60 – 1.4. Customer shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans. Customer shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability,and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.
  3. Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under the Contract Documents (other than payment of amounts due hereunder) due to any Act of God, fire, casualty, flood, war, strike, lockout, epidemic, destruction of facilities, riot, insurrection, or any other cause beyond the reasonable control of the party invoking this Section, such party’s performance shall be excused and the time for the performance shall be extended for the period of the delay or inability to perform due to such occurrences.
  4. Waiver of Jury Trial. CUSTOMER AGREES TO WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF THE DISPUTE OR CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN ANY OF THE PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THIS AGREEMENT.
  5. Governing Law. The Contract Documents will be governed by and construed in accordance with the applicable laws of Ohio, without giving effect to the principles of that State relating to conflicts of laws.  Each party 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 courts in Columbus, Ohio.
  6. 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 unenforceable, the remaining terms will remain in full force and effect, consistent with the terms of the Contract Documents taken as a whole. Each party shall be deemed an independent contractor of the other. Neither party shall be deemed an agent of the other.