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oonuaign Envelope ID:4a000000-7zoD-4EAz-84za-04oeoo114Aoz
<br /> Tax+S&H mSo2,42m.5a
<br /> GRAND'TOTAL FOR THIS QUOTE
<br /> UBD32.744.52
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<br /> pxvs/o-CONTROL, /mc�REQUIRES xvnn//cmwsn/F/cAunomoF »^�Y
<br /> THIS ORDER. A PURCHASE OR[)ER IS REQURED ON ALL CUS6111JVAL(AUTHORIZED SIGNATURE)
<br /> ORDERS S5,000 OR GREATER BEFORE APPLICABLE FREIGHT aonnie 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 /> 11/10/2016
<br /> DATE
<br /> Reference Number FIE/00300503/95048
<br /> General'T for all Products.Services and sm
<br /> Physio-Controt ti Physic,'" accept Eggert order expressg conditioned on Buyers assent a the terms set brill in this
<br /> document.Buyer's order and acceptance of any portion of the goods,services or subscriptions sh xi confirm Buyer's acceptance of
<br /> these terms. Unless specified o erwise herein,.nese terms constitute the°Davie:le a gr e e rti ient between tie parties.Amendments
<br /> to this document shall be writing and no prior or subsequent acceptance by Seiler of any purchase order, acknowledgment or
<br /> other document from Buyer s pecifying dfferent a n or additional terms shall be(effective u II es s s igned by both parties.
<br /> PricMg. Prices do not include freight insurance,.freight forwarding fees,taxes,duties.,import or export permit fees,or arty other
<br /> similar charge of any kind applicable to tie goods and services. Sates or use taxes.on domestr(USA)deiveri es'will be invoiced:in
<br /> addition to the price of the goods and sentrices unless Physio receives a copy of a valid exemption certificate prior to delivery.
<br /> Discounts may not be combined with other s pecia ter ms,discounts,an dior promotions.
<br /> Payment. Payment ter goods and seivices shall be subject to approval of credit by PirTyso.Unless oth elves e specified by Physic)M
<br /> writrig the ierrtire payment of an invoice ts due thirty (30)days after the invoice date for deliverte.s M the USA„ and sight draft or
<br /> acceptable(confirmed) et/ocelot e eider of credit is required fo r s aie.s outs ide th e USA..
<br /> Minimum Order Quantity. Physio r es env es the ri get to charge a service fee for a.ny order I ess than S200.00.
<br /> Patent Inderresity„ Rigs io shalt indemnify Buyer and hold it harmless from and against at demands,claims,dam:ages,tosses,and
<br /> expenses, arising out of or resulting, from any action by a third party against Buyer that is based on any claim that the servici
<br /> infringe a United .States patent, copykight, or trademark, or violate a trade secret or any other propri ebb, right of any person or
<br /> entity. ,ptitystott, 'indemnification obligations hereunder'ten be subect to 01.receiving prompt written notice of the existence of any
<br /> claim; (in 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 witt enter into no settlement involving the admission of wrongdoing); and (in receiving full
<br /> cooperation of Eby er in the def ens e f any claim,
<br /> Limitation of Interest. Through the purchase of Physic product,services,or subscriptions,Buyer does not acquire any interint
<br /> army tooling,drawings,design information, computer programming,patents or copxyrighted or confidential information related to said
<br /> products or services, and Buyer expressty agrees not to reverse engineer or decomple such products or related software and
<br /> mel*ym, pmysio will not he Ii.sHe fbr any lose or dam.age of any kind due to its failure to perform or delays in its pe.rhrmance
<br /> resulting tom an event b d it reasonable controt,including but not/im/temto acts of Gmm labor dis ut the ui ents of
<br /> any governmentat authority,war civd unrest., terrorist apt delays in manufacture,obtaining any required ticense or permit, and
<br /> P'hys rata fig to obtain goods from its usual sources..
<br /> Limited Warranty, Physic,warrants its products and services in accordance with the terms of the iimited warranties located at
<br /> htfriblerww,ritivs no-control,corelDocurn ell tS Th e remedi es p rasa:led und er such warranties sh a ti be Buy ens sole and exclusiv e
<br /> remedies, Physio makes no other warranties., express or implied, including, without limitation, NO WARRANTY OF
<br /> MERCHANTABILITY OR FITNESS FOR A PAR'TICULAR PURPOSE,AND IN NO EVENT SHALL PHYSIO BE LIABLE FOR
<br /> INCIDENTAL CONSEQUENTIAL,SPECIAL OR OTHER DAMAGES.
<br /> Compliance with Confidentiality Laws. Both part es acknowtedge their respectve obligations to maintain the security and
<br /> confidentiality of nig'dually identifiable health information and agree to comply with applicable fed erat and state heath information
<br /> confidentiality laws..
<br /> Compliance with Law,'The parties agree to comply with any and at I taws,rultm,„ regulations.licensing requirements or standards
<br /> that are now or hereafter promulgated any' neat,state, and federal govemmentai authority/agency or accreditingradministrative
<br /> body that g°germs or appli es to their respective duties and obligations hereunder,
<br /> Regulatory Requirement for Access to Intommation„ 'the event 42 USX.; 139Erk al) is applicable, Physio shah make
<br /> available to the Secretary of the United States Department of Health and Human Services, the Comptroller General of the United
<br /> States General Accounting Office,or any of their duly authorized representatini a copy of these terms, such books,documents
<br /> and rec ords as are necessary to certify th e nature and extent of the costs of th e product an d s ery ice's provided by Physio.
<br /> No Debarment,Physic),represent and warrants that tt arid Rs directors,officers, and employees 0)are not excluded,debarred,or
<br /> otherwise ineligible to participate in v Feder,: health care programs as defined in 42 USG §i 320ve7biti; (4) have not been
<br /> °convicted of a criminal offense related to the provision of healnicere items or services; and tiii) are not under investigation which
<br /> may result in Physio being excluded from participation in s uch programs.
<br /> Choice of Law. The rights and obligations of Physio and Buyer related to the purchase and sale of products and services
<br /> described in this document shall be governed by the Dews of the state where Buyer is located;Al costs and expenses incurred by
<br /> the prevailing party related to enforcement of its rights under this document, including reasonable atom eytt fees, shalt be
<br /> reimbursed by the other patty.
<br /> Certifications. By executing this Agreement Physio affirms that Physio is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina
<br /> General Statutes. By executing this Agreement Provider certifies that Physio has not been identified,and has not utilized the services of any agent or subcontractor,
<br /> on the list created by the State Treasurer pursuant to G.S.147-86.58.
<br /> Signatures. This Agreement together with any amendments or modifications may»"executed electronically. All electronic signatures affixed hereto evidence the intent
<br /> *the Parties*comply with Article,,^and Article^mm North Carolina General Statute Chapter vv.
<br /> Quote Number:00035564
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