|
DocuSign Envelope ID:Eo704241-DAc9-4108-91o2-95053ooc364F
<br /> USD4.156.82
<br /> DocuSigned by:
<br /> I.
<br /> pxvs/o-CONTROL, REQUIRES WRITTEN wsn/F/cAunomoF n_
<br /> THIS ORDER. A PURCHASE ORDER IS REUUIRED ON ALL CUSTOMER APPROVAL)AUTHC)RIZED SIGNATURE)
<br /> ORDERS 5,DOO OR GREATER BEFORE APPLICABLE FREIGHT Bonnie Hammersley
<br /> AND TAXES. THE UNDERSIGNED IS AUTHORIZED TO ACCEPT
<br /> THIS ORDER IN ACCORDANCE WITH THE TERMS AND PRICES NAME
<br /> DENOTED HEREIN
<br /> . county Manager
<br /> TITLE
<br /> 11/7/2016
<br /> DATE
<br /> Reference Number SC00300503/103605
<br /> General T for all Products.Services d Su
<br /> Physio-Control, ePhysicif) accept Buyert order expressly conditioned on Buyers assent if, the terms, set forth in this
<br /> document.Buyers order and acceptance of any portion of the goods,services or subscriptions sh 0 confirm Buyer's acceptance of
<br /> these terms. Unless specified erwise herein, these terms constitute the complete agreement between the parties.Amendments
<br /> to this document shall be[in writing and no phor or subsequent acceptance by Seiler of any purchase order, acknowledomeit,or
<br /> other document from Buyer spec ifyi no different an War ad ciboria!term s shalt be effective un les s s i gned by both parties.
<br /> Pricing. Prices do not include freight insurance, freight forwarding fees,taxes,duties.,import or export permit fees,or any other
<br /> similar charge of any kind applicable to the goods and services. Sates or use taxes on domestic(USA)ditty en es'MN be invoiced in
<br /> addition to the price of the goods and sentices unless Physio recetves a copy of a valid exemption cerlifcate prior to delivery.
<br /> Discounts may n ot be combined with other special terms,discounts,an&or promoti ons,
<br /> Payment. Payment for goods and services shall be subject to approval of credit by Physic.Unless otherwise specified by Physic M
<br /> writing,the entire payment of an invoice is due thirty (aco days after the invoice date for delirvehes the US,A„ and sight draft or
<br /> acceptable(confirmed)in'evocaba e letter of credit is required fo r sales outsidethe USA
<br /> Minimum Order Quantity. Physio reserves the right to charge a service fee for any order less than S200.00.
<br /> Patent Indemnity. Physio shall indemnify Bdyer and hold it harmless from and against ail demands,ciaims,damages,losses,and
<br /> expenses, arising out of or resudting, from any action by a third party against Buyer that is based on any claim that the servicit,
<br /> infringe a Untted States patent copyright, or trademark, or violate a trade secret or any other proprietaqi right of any person or
<br /> entity. .93,ysigiS, indemntficaton obligations hereunder will be sut4ect to 0)receiving prompt written notice of the existence of any
<br /> claim; Oi) being able to, at its option,control the defense and settlement of such claim(provided that without obtaining the prior
<br /> written consent of Buyer, Physio will enter into no settlement involving the admission cif wrongdoing); and (if) receiving fut
<br /> cooperation of Buyer in the defens e of any claim,
<br /> Limitation of Interest. Through the purchase of Physic product.,services,or subscriptions,Buyer does not acqure arty interint
<br /> any tooling,cirauMngs, design information, computer programming,patents or copyrighted or confidential information related to said
<br /> products or services, and Buyer expressly agrees not to reverse engineer or decomple such products or retated software and
<br /> Delays. pmysio wit not he ialde for any loss or damage of any t nd due to its failure to perform or delays in ts rierformance
<br /> resulting from an event b d it. reasonable control,including but not/frrt/temto, acts of Gmm labor disputes,aborr the ui ents of
<br /> any governmektal authority, war, civd unrest, terrorist acts,delays in manufacture,obtaining any required license or permit, and
<br /> P'hys o inabilky to obtain goods from its usual sources
<br /> Limited Warranty. Fthysrlo warrants its products and seririces in accordance with the terms of the limited warrantes located at
<br /> ht.th;faVevow 3,tvis controi,comiDocureenti, The remedies provided under such warranties shall be Buyer's sole and extust e
<br /> remedies, Fthysio makes no other warranties., express or implied, including, without limitation, NO WARRANTY OF
<br /> MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,AND IN NO EVENT SHALL PHYSIO BE LIABLE FOR
<br /> INCIDENTAL,CONSEQUENTIAL SPECIAL OR OTHER DAMAGES,
<br /> Compliance with Confidentiality Laws. Both parties acknowledge their respective obligations to maintatn the security and
<br /> confdend atity of kitty identit able health information and agree to comply With applicable federal and state he,ftlir information
<br /> confidentiality laws
<br /> Compliance with Law.'The part es agree to comply with any and all VOWS,whet, regulations.I ic ens irug requirements or standards
<br /> that are now or hereafter promuligated by any local,state. and federal governmental authority/agency or accreditinglachninistrative
<br /> body that governs or appli es to their r espective duties and obl igations hereunder,
<br /> Regulatory Requirement for Access to Information. In the event 42 USC 13957,400 Ii(1). is applicable, Physio shall make
<br /> available to the Secretary of the United States Department of Health and Human Services. the Comptroller G er ast of the United
<br /> States General Accounting Office,or any of their duly authorized representativ a copy of these terms, such books,documents
<br /> and records as are n ec ess a ty to certifyth e nature and extent of the costs of the.product and s,ent ices prodded by Ph ys to,
<br /> No Debarment.Physic,represent and warrants that it and ts dtrectors,officers, and employees a)are not exduded,debarred,or
<br /> otherwise ineligible to participate in e Peden: health care programs as defined in 42 USC §t 1320a-7 bitt On have not been
<br /> convicted of a criminal offense retated to the provision of healthcare items or services; and tit ii) are not under investigation 'which
<br /> may result in Physid being excluded from participation in such programs.
<br /> Cho ice of Law. The rights and obligations or Physio and Buyer related to the purchase and sale of products and services
<br /> described in this document shall be governed by the laws of the state where Buyer S located. Al costs and expenses Mooned by
<br /> the prevailtng party related to enforcement of its lights under this document, inducttng reasonable attorney's fees, shall be
<br /> reimbursed by th e other patty.
<br /> Certifications. a,executing this Agreement p^ys/"affirms that Physic)/,and shall remain mcompliance with Article 2 of
<br /> Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Physio has not been identified,and has not utilized the services
<br /> m any agent",subcontractor,."the list created»,the State Treasurer pursuant wG.n.,+7-ao.,o.
<br /> nig""m°^ This Agreement together with any amendments or modifications may be execute electronically. All electronic signatures affixed hereto evidence the intent
<br /> m the Parties m comply with Article,,^and Article^vm North Carolina General Statute Chapter oo.
<br /> Quote Number:00044111
<br />
|