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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 Buyers assent to the terms set
<br /> forth in this document and its attachments.Physio-Control,Inc.agrees to furnish the goods and services ordered by the Buyer only on these
<br /> terms,and the Buyer's acceptance of any portion of the goods and services covered by this document shall confirm their acceptance by the
<br /> Buyer.These terms constitute the complete agreement between the parties and they shall govern any conflicting or ambiguous terms on the
<br /> Buyer's purchase order or on other documents submitted to Physio-Control, Inc.by the Buyer.These terms may only be revised or amended by a
<br /> 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 prices
<br /> in effect at the time of delivery. Prices do not include freight insurance,freight forwarding fees,taxes,duties,import or export permit fees,or any
<br /> other similar charge of any kind applicable to the goods and services covered by this document.Sales or use taxes on domestic(USA)deliveries
<br /> will be invoiced in addition to the price of the goods and services covered by this document unless Physio-Control, Inc.receives a copy of a valid
<br /> an exemption certificate prior to delivery.Please forward your tax exemption certificate to the Physio-Control,Inc.Tax Department,P.O.Box
<br /> 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 supplied
<br /> 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.Physio-Control,Inc.
<br /> reserves the right to charge a 15%restocking fee for returns.
<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 to
<br /> the Buyer at that point.Partial deliveries may be made and partial invoices shall be permitted and shall become due in accordance with the
<br /> payment terms.In the absence of shipping instructions from the Buyer,Physio-Control, Inc.will obtain transportation on the Buyer's behalf and
<br /> for the Buyers 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-delivery
<br /> resulting from any cause beyond its reasonable control,including but not limited to,acts of God,labor disputes.the requirements of any
<br /> governmental authority,war,civil unrest,terrorist acts,delays in manufacture,obtaining any required license or permit,and Physio-Control,Inc.
<br /> inability to obtain goods from its usual sources.Any such delay shall not be considered a breach of Physio-Control, Inc.and the Buyer's
<br /> agreement and the delivery dates shall be extended for the length of such delay.
<br /> Inspections
<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-Control,
<br /> Inc.prior approval is required before the reiurn of any goods to Physio-Control, Inc..
<br /> Warranty
<br /> Physio-Control,Inc.warrants its products in accordance with the terms of the standard Physio-Control, Inc.product warranty applicable to the
<br /> product to be supplied,and the remedies provided under such warranty shall be the Buyers sole and exclusive remedies.Physio-Control,Inc.
<br /> makes no other warranties,express or implied,Including,without limitation,NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
<br /> PARTICULAR PURPOSE,AND IN NO EVENT SHALL PHYSIO-CONTROL,INC.BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL,SPECIAL
<br /> OR OTHER 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,indemnify and
<br /> hold the Buyer harmless against any claim that the Physio-Control,Inc.products covered by this document directly infringe any United States of
<br /> 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 the
<br /> United States of America.
<br /> b)Through The purchase of Physio-Control,Inc.products,the Buyer does not acquire any interest in any tooling,drawings,design information,
<br /> computer programming,patents or copyrighted or confidential information related to said products,and the Buyer expressly agrees not to reverse
<br /> engineer or decompile such products or related software and information.
<br /> c)The rights and obligations of Physio-Control, Inc.and the Buyer related to the purchase and sale of products and services described in this
<br /> document shall be governed by the laws of the State of Washington,United States of America.All costs and expenses incurred by the prevailing
<br /> party related to enforcement of its rights urder this document,including reasonable attorneys fees,shall be reimbursed by the other party.
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