Terms & Conditions of Sale

These terms and conditions are deemed part of all quotes, agreements, purchase orders, acknowledgments, price lists, and other documents, whether electronic or in writing, relating to the sale of products or services by Omron Healthcare, Inc. Omron Healthcare, Inc. objects to any terms or conditions proposed in Buyer’s purchase order or other documents which are inconsistent with, or in addition to, these terms and conditions.

SALES POLICY – All prices are subject to change without notice.

TERMS – Omron Healthcare, Inc. standard payment terms are Net 30 days upon credit approval. All payment due dates are based on the Omron Healthcare, Inc. invoice date. Invoices will be considered paid on the postmarked date on the envelope properly transmitting the check to Omron Healthcare, Inc. All sales are FOB Shipping Point unless otherwise stated in writing. Payments should be mailed to: Omron Healthcare, Inc., Dept CH 17517, Palatine, IL 60055-7517. For Canadian Customers, payments should be mailed to Omron Healthcare, Inc., P.O. Box #3650, Station ‘A’, Toronto, ON M5W 2K4. Please include invoice number with payment.

MINIMUM ORDER – Minimum order is $250.00 Orders less than minimum will be charged a $50.00 service charge that will be added to the invoice. We do accept Visa and MasterCard.

CLAIMS – Loss or damage in transit is at Buyer’s risk. All claims for breakage, damage or loss must be reported to the carrier within forty-eight (48) hours. Omron Healthcare, Inc. cannot be responsible for any loss, damage, detention or delay caused by the elements, fire, strike, insurrection, riot, shortage of goods or transportation, civil or military authority, or by any other cause which is unavoidable or beyond its reasonable control. ALL OTHER CLAIMS must be submitted to Omron Healthcare, Inc., 1925 W. Field Ct., Lake Forest, IL 60045, Attn: Credit Department within 30 days for review and investigation to be valid.

RETURNS

• No goods may be returned without prior written authorization. All return shipments must be prepaid (Freight Collect returns will not be accepted) and clearly marked with the return authorization number issued by Omron Healthcare, Inc. All authorized returns are subject to a twenty-five percent (25%) restocking charge. Returned goods must be in unused, resalable condition, and may not be older than six (6) months. Damaged items will be billed at full repair costs if original unit cartons are not used for return, or if goods have been improperly packed. In addition, Omron Healthcare, Inc. reserves the right to refuse such shipments. Parts are not returnable for credit. Return authorization is valid for 90 days.
• Omron Healthcare, Inc.’s Customer Service Department reserves the right to make the final determination as to whether the returned item fits under the specific warranty for the product. Omron Healthcare, Inc. retains the right to use its discretion as to whether product under warranty will be repaired or replaced.

PACKING – The case package shown is standard. There will be an additional charge for special packing where required.

LIMITED WARRANTY – All products distributed by Omron Healthcare, Inc. are subject to limited warranties as stated in the instruction manual included with the product. These limited warranties are extended soley to end users of the products. Any sales to other persons, such as resellers, distributors or others, shall be “as is” and subject to “no warranty”. To obtain warranty service, an end user should contact Omron Healthcare at 1-800-634-4350 or visit our website at www.omronhealthcare.com.

OMRON SHALL NOT BE LIABLE FOR LOST PROFITS, LOSS OF USE OR ANY OTHER INCIDENTAL, CONSEQUENTIAL OR INDIRECT COSTS, EXPENSE OR DAMAGES.

Cancellation. Orders approved and accepted by Omron shall constitute firm commitments of Buyer and are not subject to cancellation or rescheduling. Orders for non-standard Goods not listed in Omron’s Catalogs may not be canceled at all, nor will Omron accept return of such Goods for credit.

Indemnities. Buyer shall indemnify and hold harmless Omron and its affiliates, employees and representatives from and against all liabilities, losses, claims, actions, costs, expenses and disbursements (including attorney’s fees and disbursements) related to any investigation, litigation, or other proceeding (whether or not Omron is a party thereto) which arises or is alleged to arise from buyer’s acts or omissions in connection with the sale of Goods or otherwise under these Terms. Without limiting the foregoing, Buyer (at its own expense) shall indemnify and hold harmless Omron and defend or settle any action brought against Omron to the extent that it is based on a claim that any Goods made to Buyer specifications infringed intellectual property rights of another party.

Confidentiality. Buyer shall use its best efforts to limit distribution and protect the confidentiality of any information or data provided by Omron or marked or indicated by Omron as confidential or proprietary.

Miscellaneous. (a) Waiver. No failure or delay by Omron in exercising any right and no course of dealing between Buyer and Omron shall operate as a waiver of rights by Omron. (b) Assignment. Buyer may not assign its rights hereunder without Omron’s written consent. (c) Law. This Agreement is governed by Illinois law (without regard to conflict of law principles). (d) Amendment. This Agreement constitutes the entire agreement between Buyer and Omron relating to the Goods, and no provision may be changed or waived unless in writing signed by the parties. (e) Severability. If any provision hereof is rendered ineffective or invalid, such provision shall not invalidate any other provision. (f) Setoff. All claims hereunder by Omron are subject to setoff by Omron for any counterclaim arising out of any transaction with Buyer. (g) Definitions. As used herein “Agreement” means these Terms plus other documents, terms or conditions provided or approved in writing by Omron; and “including” means “including without limitation.”

Omron Purchase Terms & Conditions

Terms and Conditions: Acceptance; Etc. Buyer offers to purchase the goods and services (collectively, the “Products”) specified in this Order subject to these terms and conditions. Seller’s starting work on this Order, or delivery of the Products, whichever is first, constitutes acceptance of these terms and conditions. Acceptance of this Order is limited to acceptance of its express terms. Any additional or different terms Seller proposes in its acknowledgment or otherwise are deemed material and Buyer hereby objects to such terms. If this Order is deemed an acceptance of a prior offer by Seller, such acceptance is limited to the express terms hereof.

Changes. At any time Buyer may change the Specifications, packaging, time and place of delivery and method of transportation. If any such changes cause a material increase or decrease in the cost or time required for performance, the parties agree to make an equitable adjustment and modify this Order accordingly. Seller agrees to accept any such changes.

Payment; Inspection; Etc. Payment terms are as provided on the face hereof or otherwise stated by Buyer; provided Buyer is deemed to accept and be qualified for all applicable prepayment discounts. Payment (in part or whole) for the Products shall not constitute acceptance. Buyer may inspect the Products and reject any which in Buyer’s judgment are Noncomplying Products. Products rejected and Products supplied in excess of quantities called for herein may be returned to Seller at its expense and, in addition to Buyer’s other rights, Buyer may charge Seller all expenses of unpacking, examining, repacking and reshipping such Products. If Buyer receives Products whose defects or nonconformity are not apparent on examination, Buyer reserves the right to require replacement as well as payment of damages.

Warranties. Seller warrants that: (a) any Products are merchantable and fit for the particular purpose intended by Buyer; (b) any Products conform to applicable Specifications, including Governmental Requirements regarding the “Food and Drug Administration”, government purchasing “fraud and abuse” rules and any similar or related rules outside the U.S.; importation, the environment, safety and health; and labor, employment and discrimination; (c) Seller has the requisite skills, knowledge and experience for proper performance of any related services and such services will be performed in accordance with the highest standards applicable to such work; and (d) will be free of latent and patent defects in design, materials and workmanship as well as in shipping, handling, packaging and processing. Seller shall reimburse Buyer for all expenses, costs and liabilities (including labor charges and attorney’s fees and disbursements) which may arise in connection with the Products (including any related services) or any breach whatsoever of the foregoing warranty. Without limiting the foregoing, Seller shall be fully responsible for any and all costs, expenses and liabilities of Buyer or its customers which may arise in connection with voluntary or involuntary recalls, field returns, service campaigns or similar activities relating to the Products.

Delivery. Time is of the essence with respect to any Order and Seller shall deliver strictly in accordance with delivery schedule(s) set forth herein or otherwise by Buyer. Seller shall defend and indemnify Buyer with respect to any claims, expenses or liabilities arising in any way in connection with failure by Seller to delivery Products in accordance with schedules established by Buyer.

Prices. Pricing is as agreed to in writing by an authorized officer of Buyer; provided that Seller warrants that the prices are not less favorable than those currently extended to any other customer. If Seller reduces its prices to any entity during the term hereof, Seller agrees to reduce prices correspondingly hereunder. Prices shown on this Order are complete, and no additional charges (including shipping, packaging, labeling, custom duties, taxes, storage and insurance) of any type shall be added.

Indemnities. Seller shall indemnify and hold harmless Buyer and its officers, employees, agents and affiliates from and against all liabilities, losses, claims, actions, costs, expenses and disbursements (including attorney’s fees and disbursements and internal costs), related to any investigation, litigation or other proceeding which arises or is alleged to arise in connection with the Products or otherwise from Seller’s acts or omissions under this Order (the same to apply whether or not (i) Buyer is a party thereto, (ii) Buyer was negligent in connection therewith or (iii) the foregoing are based on contract, tort or strict liability). Without limiting the foregoing, Seller (at its own expense) shall indemnify and hold harmless Buyer and defend or settle any action brought against Buyer to the extent that it is based on a claim that any Product infringes a patent, copyright, trademark or other intellectual property right. Any amounts not paid when due by Seller hereunder shall accrue interest at the rate of 1.5% per month or the highest rate permitted by applicable law.

Insurance. Seller shall maintain public liability, products liability, property damage and workers’ compensation insurance in commercially reasonable amounts with reputable insurers approved by Buyer. All such policies of insurance shall contain appropriate endorsements naming Buyer as an additional insured and requiring the insurer to give Buyer 30 days’ prior written notice of any cancellation or substantial change of coverage. Annually, Seller shall provide Buyer an insurance certificate evidencing the foregoing.

Buyer’s Property. Unless Buyer agrees in writing, designs, creations, developments and work product of any applicable orders hereunder shall be considered “works made for hire” and Buyer shall be the sole owner thereof. Seller shall execute all documents and take other action requested by Buyer to effect such ownership and transfer to Buyer the full content and functionality of such work product.

Confidentiality; Inventions; Etc. (a) Confidentiality. All information and materials supplied by Buyer relating to the Products are proprietary to, and may contain trade secrets of, Buyer. Seller may not reproduce or distribute such information to any third party or any other person except its own employees who require such information as part of their duties. Seller shall strictly maintain the confidentiality of all such information furnished by Buyer (except information previously available to Seller and information in the public domain or disclosed pursuant to a binding governmental requirement). Seller shall not sell, transfer or loan to any entity (except Buyer) or otherwise make use of (i) Products manufactured from Specifications or other information originating from or furnished by Buyer; or (ii) Products identified with Buyer’s trademarks or trade names or contained in containers or wrappings so identified. In addition, without Buyer’s prior written consent, Seller shall not advertise or publish in any manner that Seller has contracted with or has furnished Products to Buyer. (b) Inventions; Etc. Seller agrees that, in connection herewith, if it (i) makes a discovery or invention pertaining to any research, development or design work called for hereunder, (ii) adapts the Products to satisfy Buyer’s purposes, (iii) first conceives any of the same or (iv) first reduces any of the same to practice, Seller promptly shall notify Buyer of such discovery or invention, and at the expense and direction of Buyer, shall cause the applicable inventor(s) or discover(s) to apply for patents or other intellectual property protection in jurisdictions designated by Buyer. Seller agrees to assign, or cause to be assigned, to Buyer such applications and all domestic and foreign patent and other rights to such discovery or invention. Seller further agrees that all information, knowledge or skill pertaining to any such research, development or design work shall be “works made for hire” and Buyer shall be the sole property of Buyer to be governed by clause (a) of this paragraph.

Excusable Delay. Either Buyer or Seller may suspend performance during an Excusable Delay; provided that Seller may not suspend performance for more than two weeks hereunder. If Seller discovers facts reasonably likely to result in an Excusable Delay, Seller promptly shall (a) advise Buyer of the same and (b) use its best efforts to reduce the effect of the Excusable Delay on Buyer. In addition, upon Buyer’s request, Seller shall furnish to Buyer (i) information Buyer requests about possible Excusable Delays and (ii) Seller’s assurance or contingency plans with respect thereto.

Termination; Cancellation. Buyer may cancel this Order if: (a) Seller breaches any agreement, representation or warranty hereunder; (b) Seller is subject to action by a Governmental Authority suspending or terminating its business, makes a general assignment for the benefit of creditors, suspends business or commits any act amounting to business failure, makes a voluntary assignment or transfer of all or substantially all of its property, discontinues its corporate existence, or files, or has filed against it, any bankruptcy, insolvency or like petition by any Governmental Authority; or (c) an Excusable Delay suspends or materially impairs Seller’s performance hereunder for more than two weeks. In addition, notwithstanding any other provision hereof, Buyer reserves the right to cancel this Order or any part hereof for its sole convenience. Upon such cancellation, Seller immediately shall, and shall cause each of its suppliers and subcontractors to, stop all work hereunder.

Liability Limits; Etc. In no event shall Buyer be liable for anticipated profits or for incidental or consequential damages or penalties. Buyer’s liability on any claim for loss or damage arising in connection with this Order shall not exceed the price allocable to the Products which give rise to the claim. Any action resulting from any breach by Buyer must be commenced within one year after the cause of action has accrued.

Miscellaneous. (a) Waiver. No failure or delay by Buyer in exercising any right under this Order and no course of dealing between Buyer and Seller shall constitute a waiver of any of Buyer’s rights. (b) Assignment. Seller shall not assign, delegate or subcontract its rights or obligations hereunder without the prior written consent of Buyer. (c) Law. This Order is governed by Illinois law (without regard to conflict of law principles) and applicable federal and state courts in Illinois shall have exclusive jurisdiction with respect to any matter related in any way hereto. (d) Amendment. This Order constitutes the entire agreement between the parties and may not be amended, discharged or waived without the prior written agreement of Buyer. (e) Severability. If any provision is found to be ineffective or invalid under law, such provision shall be severed here from without affecting any other provision. (f) Setoff. All claims for money due or to become due from Buyer shall be subject to deduction or setoff by Buyer for any counterclaim arising out of this or any other transaction with Seller. (g) Risk of Loss. Risk of loss shall pass to Buyer upon delivery of the Products at the location specified by Buyer. (h) Definitions. “Excusable Delay” means any delay not caused by the material fault or negligence of the delayed party and which results from acts of God or public enemy, restrictions, prohibitions, priorities or allocations imposed by a Governmental Authority or embargoes, floods, fires, typhoons, earthquakes, epidemics or other like causes; provided that “Excusable Delay” shall not include lockouts, shortages of labor, lack of or inability to obtain raw materials, fuel or supplies (unless caused solely by Government Requirements) or other industrial disturbances. “Governmental Authority” means any federal, state, local, municipal or other governmental entity, domestic or foreign. “Governmental Requirements” means any laws, rules, regulations, required consents or any other like requirements, guidelines or standards imposed by a Governmental Authority. “Including” is deemed to mean “including without limitation.” “Noncomplying Product” means any Product, which upon delivery to Buyer, does not comply with the Specifications, Buyer’s requirements or any warranty or term or condition hereof. “Specifications” mean (i) drawings, descriptions, samples, models and other specifications or standards furnished by Buyer or furnished by Seller and approved by Buyer; and (ii) industry standards; (iii) quality control standards established by Buyer; (iv) Government Requirements; and (v) descriptions, schedules, affirmations of function or performance or other statements, written or oral, by Seller.