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TERMS OF SALE
<br />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 />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 />Pricing
<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 by this 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 transportation on the Buyer's
<br />behalf and for the Buyer's account.
<br />Delays
<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 from its usual sources. Any such delay shall not be considered a breach of Physio - Control, Inc. and the
<br />Buyer's agreement and the delivery dates shall be extended for the length of such delay.
<br />Inspections and Returns
<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 />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. com /uploadedFiles/ support /Return Policy_3308529_A.pdf.
<br />Service Terms
<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 - plans /TechnicalServiceAgreement.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 FORA PARTICULAR PURPOSE,
<br />AND IN NO EVENT SHALL PHYSIO- CONTROL, INC. BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER
<br />DAMAGES.
<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 />any United States of America patent.
<br />Miscellaneous
<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 to reverse 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.
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