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1. Acceptance of Seller’s Terms and Conditions. Subject to the final sentence of this Section 1, Buyer’s purchase of products (“Products”) from PR shall be governed solely by these Standard Terms and Conditions of Sale. Any terms or conditions in Buyer’s purchase order or other Buyer documents which differ from these Standard Terms and Conditions of Sale are not binding on PR, unless accepted in writing by PR. Buyer is hereby notified in advance of PR’s objection to any proposed additional or different terms or conditions. Buyer’s failure to cancel its purchase order in accordance with the provisions of Section 8 shall constitute Buyer’s acceptance of these Standard Terms and Conditions of Sale. In the event of a conflicting supremacy clause in Buyer’s purchase order or other Buyer documents, this Section 1 shall govern. Notwithstanding the foregoing, if PR and Buyer are parties to a written, signed purchase and supply agreement for the purchase of Products by Buyer from PR (“Purchase Agreement”), then, in the event of a conflict between any provision contained in the Purchase Agreement and these Standard Terms and Conditions, the provision contained in the Purchase Agreement shall control.back to top
2. Price. The purchase price for each Product shall be the price for such Product in effect at the time of PR’s receipt of Buyer’s purchase order for such Product, as shown on PR’s then-current U.S. Purchaser Price List.back to top
3. Size of Order. At PR’s discretion, orders for which the product invoice amount (excluding shipping costs, taxes, etc.) is less than One Hundred Dollars ($100) will not be accepted.back to top
4. Shipping. Delivery shall be F.O.B. shipping point. All shipping charges shall be at Buyer’s expense. PR shall ship all orders via ground shipping, unless otherwise specified by Buyer on the face of Buyer’s purchase order. Title to, and risk of loss of, the Products shall transfer to Buyer upon delivery of the Products to the carrier at PR’s facility. Buyer shall make all claims for damaged or lost shipments with the carrier. All price, product, and quantity (overages and shortages) errors must be reported to PR within thirty (30) days of receipt of the shipment or claims will not be honored.back to top
5. Payment Terms.
(a) Terms of payment are net thirty (30) days from the date of PR’s invoice; provided that PR reserves the right to require that orders be paid in advance if Buyer has previously failed to make timely payment to PR. PR shall at all times have the right to set off any amounts owing from Buyer to PR or any of PR’s Affiliates against any amount owing from PR or any of its Affiliates to Buyer, regardless of the nature of any such claim. “Affiliate” of an entity means any corporation, company or other entity that has Control of, or is under the Control of or common Control with, such entity. “Control” means more than fifty percent (50%) control by vote.
(b) If Buyer defaults in any payment, PR shall have the right to cancel any purchase order or delay any shipment of Products to Buyer until payment is made. All invoices not paid within thirty (30) days from the date of the invoice will be assessed a one and one-half percent (1.5%) monthly service charge. If collection or legal action is required to collect delinquent accounts, all collection expenses and legal fees will be charged back to Buyer. The rights specified in this Section 5(b) are cumulative and are in addition to any other rights PR may have at law or in equity.
(c) All payments due to PR shall be made in United States dollars.
(a) All discrepancies must be reported to the PR Customer Service Department within thirty (30) days of receipt of the shipment.
(b) If authorized, PR will accept returns of the following products: i. Products that PR has shipped in error ii. Products which are not usable due to manufacturing defects iii. At the discretion of PR, non-defective Product in its original, unopened package.
(c) To receive a Returned Goods Authorization Form (“RGA Form”) issued by the PR Customer Service Department, please contact (800) 345-6443. The RGA Form will contain a Returned Goods Authorization Number (“RGA Number”) which must appear on all boxes of Products being returned to PR. Buyer must furnish its PR order number when requesting an RGA Form and an RGA Number. Credit memos cannot be processed without a PR order number.
(d) PR will not authorize or accept return of the following products: i. Custom-ordered product (not listed on PR published price list) ii. Products invoiced more than six months from the date of request for return iii. Discontinued product (not listed on currently published price list or formally discontinued) iv. Non-defective Product not in its original, unopened package.
(e) Credit and charges: i. If return is authorized, PR will issue full credit for Products it shipped in error. ii. If return is authorized, PR will issue full credit or replacement products for Products that are not usable due to manufacturing defects. iii. No credit will be issued on unauthorized returns. iv. A restocking charge equal to 20% of the invoice price will be charged to Buyer on all usable Products returned, unless returned for reasons set forth in Section 6(e). Final determination for credit will be subject to acceptance of the Products by PR’s Quality Control Department.
7. Limited Warranty/Limitation of Liability. PR provides specific product warranties with respect to each Product, and the warranty for each Product will be as set forth in the product package insert for such Product.
PR’s obligations under any Product warranty are limited, at PR’s option, to the repair or the replacement of the Product or a portion thereof, or to a credit or refund of a portion of the purchase price paid by Buyer. Any refund will be paid to Buyer when the Product is returned to PR. Any Product warranty is made on condition that PR receives written notice of a Product defect during the warranty period and within thirty days following the discovery of the defect by Buyer. PR’s obligations under any Product warranty do not apply to any Product defects resulting from improper or inadequate maintenance or calibration by Buyer or its agents or the end user; Buyer or third party supplied software, interfaces, or supplies; use or operation of the Product other than in accordance with PR’s applicable product specifications and written instructions; abuse, negligence, accident, loss, or damage in transit; improper site preparation; unauthorized maintenance or modifications to the Product; or to viruses or similar software interference, resulting from the connection of the Product to a network. PR does not provide a warranty for any third party products furnished to the Buyer by PR under this Agreement; however, PR shall use reasonable efforts to extend to the Buyer the third party warranty for the product. The obligations of PR described above are PR’s only obligations and the Buyer’s sole and exclusive remedy for a breach of a Product warranty. Repair or replacement parts do not extend the term of any warranty.
EXCEPT AS SET FORTH IN THIS SECTION 7 OR IN THE USER MANUAL OR PRODUCT PACKAGE INSERT FOR A PARTICULAR PRODUCT, PR DOES NOT MAKE, AND HEREBY DISCLAIMS ALL WARRANTIES OF ANY NATURE, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO SUCH PRODUCT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL PR BE LIABLE FOR ANY DAMAGES, INCLUDING LOSS OF DATA, LOST PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THIS AGREEMENT OR ANY PRODUCT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF PR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. The total liability, if any, of PR for all damages, and based on all claims, whether arising from breach of contract, breach of warranty, negligence, indemnity, strict liability or other tort, or otherwise, or arising from a product, licensed software and/or services is limited to the price paid hereunder for the
8. Cancellation of Buyer’s Purchase Order. If these Standard Terms and Conditions of Sale are unacceptable to Buyer, Buyer may cancel its purchase order by written notice to PR, provided that such written notice is received by PR prior to shipment of the Product(s) to Buyer. PR may cancel any purchase order of Buyer upon three (3) business days’ prior written notice to Buyer. Acceptance of a purchase order does not obligate PR to accept any future orders from Buyer nor does it create any ongoing purchase or supply contract between PR and Buyer.back to top
9. Force Majeure. PR shall not be liable to Buyer or any other person or entity by reason of delay in performance, or non-performance, caused by circumstances beyond the reasonable control of PR, including, but not limited to, acts of God, fire, flood, war, government regulation, direction or request, accident, labor trouble, or shortage of or inability to obtain material, component parts, equipment or transportation. PR shall not be liable for any delay in filling any order for Products.back to top
10. Discontinuance of Products. PR may, at its option, modify or discontinue any Product or accessory, including, but not limited to, discontinuance for obsolescence, substitution or sale of a product line.back to top
(a) Buyer will report immediately to RI any event of which Buyer becomes aware that suggests that any Product, for any reason: (a) may have caused or contributed to a death or serious injury or (b) has malfunctioned and such malfunctions would be likely to cause or contribute to a death or serious injury if the malfunction were to occur again, and to report to RI all complaints received from customers regarding the identity, quality, performance, reliability, safety, effectiveness or labels or instructions for use of the Products.
(b) Buyer shall at all times comply with all applicable statutes, laws and regulations, as well as policies of any accreditation organization to which Buyer is subject, relating to RI - initiated field actions, recalls and device tracking.
(c) Buyer will distribute Products without any modifications to the Products, the Product labels or the instructions for use.
(d) Buyer is reminded that if the purchase of Products under this Agreement includes a discount, rebate or other price reduction, Buyer must comply with any of its obligations to fully and accurately report such discount on cost reports or other applicable claims for payment submitted under any Federal health care program, including, without limitation, Medicare and Medicaid, as required by Federal law (see 42 CFR 10001.952[h]).
12. Additional Terms of Sale.
(a) Buyer understands and agrees that Products purchased from PR shall only be sold in the United States, and Buyer is prohibited from selling any Products to any purchaser outside of the United States or to any party within the United States where there is reason to believe that such party may export the Products outside the United States.
(b) Buyer agrees that it shall not make any representation, warranty or other description regarding the Products provided hereunder that is inconsistent with or in addition to any representations, warranties or descriptions that are provided in writing by PR to Buyer. Buyer shall indemnify, defend and hold harmless PR and its Affiliates from any loss, cost and damage (including reasonable attorney’s fees) (“Loss”) arising from the breach of this section by Buyer, its Affiliates or any of their employees, officers, directors and agents.
13. Governing Law and Consent to Jurisdiction. Buyer’s purchase of Products from PR and the interpretation of these Standard Terms and Conditions of Sale shall be governed by the laws of the Commonwealth of Pennsylvania, without taking into account the conflict of laws provisions thereof.back to top
14. Nonwaiver. Failure of PR to insist on strict performance by Buyer of any term or condition of these Standard Terms and Conditions of Sale at any time shall not be construed as a waiver by PR of such performance in the future or of the waiver of any other term or condition contained herein.back to top
15. Severability. If any provision of these Standard Terms and Conditions of Sale shall be declared invalid or illegal for any reason whatsoever, then notwithstanding such invalidity or illegality, the remaining terms and provisions of these Standard Terms and Conditions of Sale shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained in these Standard Terms and Conditions of Sale.back to top
16. Reservation of Right to Modify Standard Terms and Conditions of Sale. PR reserves the right to modify, from time to time, these Standard Terms and Conditions of Sale; provided, however, that such modified Standard Terms and Conditions of Sale shall only apply to purchase orders received from Buyer after the effective date of such modified Standard Terms and Conditions of Sale.back to top