- Conditions of Transaction. By submitting payment for the attached invoice (“Invoice”), Customer agrees the terms and conditions set forth below shall apply to the transaction(s) to which the Invoice relates and Customer further agrees to be bound by such terms and conditions. Company expressly rejects Customer’s purchase order, or any other document or instrument issued by Customer that is not agreed to in writing by Company.
- Contract documents. The Invoice and these Standard Terms and Conditions comprise the complete and final agreement between Company and Customer (the “Contract Documents”) concerning its subject matter, and supersede all prior negotiations, proposals, representations, commitments, understandings, or agreements between the parties, either written or oral. No other agreement, quotation, or acknowledgment in any way modifying any of the Contract Documents will be binding upon Company unless made in writing and signed by Company’s authorized representative.
- Taxes and Compliance with Laws. Customer shall be responsible for payment for all products and services, plus shipping and any applicable taxes, surcharges and government fees, ordered from Company.
- Warranty. All automated external defibrillators (AEDs) sold by Company adhere to the specific manufacturer’s warranty. Warranty service and technical support questions are accommodated at the following telephone numbers based on your model of AED or accessories:
- Cardiac Science – 800-426-0337
- Defibtech, LLC – 866-333-4241
- HeartSine Technologies – 800-327-0770
- Physio-Control (formerly Medtronic) – 800-327-0770
- Philips Healthcare – 800-263-3342
- ZOLL Medical – 800-348-9011
Warranties contained herein do not apply to abuse, accident, acts of God, consumable parts, accessories, improper installation or operation, and/or normal wear and tear or aging.
Due to the tremendous potential public health benefit, several federal and state laws have been enacted that may provide protection from certain legal claims for those providing CPR or utilizing an AED to assist a victim who may need such care. Proper training and other steps may be required to be afforded such protection and Customer should consult local laws for details and guidance. COMPANY does not manufacture any of the goods provided under this agreement. Even if COMPANY provides maintenance services for the goods provided under this Agreement, any warranty for the goods provided under this agreement is between Customer and such manufacturer and to the extent permitted by law, COMPANY makes no warranty and disclaimERS for such equipment, including any warranty of merchantability or fitness for a particular purpose.
- Shipping/Delivery. Unless stated otherwise agreed to in writing by Company or specified otherwise on the Invoice, all shipping charges are based on the weight of the product(s) that are ordered and the destination “Ship To” zip code. We calculate these costs by using United Parcel Service’s (UPS) rate calculator.Remember, UPS ground shipping for AEDs and all orders $99 and over are always free within the 48 lower contiguous United States. FOR ONLINE ORDERS ONLY
- Payment Terms. We welcome payment through Visa, MasterCard, American Express, Discover, Check, and Government P-cards.
- No Assignment. Customer shall not assign or transfer its rights, delegate or sublet its performance in whole or in part under the Contract Documents, or assign or transfer funds due hereunder, without Company’s prior written consent. Any attempted assignment or delegation without prior written consent shall be void and shall constitute a material breach of Contract Documents. The Contract Documents shall be binding upon Customer and its respective successors and permitted assigns.
- Indemnification. Customer will defend, indemnify, and hold harmless Company, its employees, directors, and officers from any and all claims, damages, losses, and expenses arising out of or in connection with the use or non-use of the goods and services provided under this Agreement, including without limitation claims brought by third parties, except to the extent those claims are the direct result of the gross negligence or willful misconduct of Company in the provision of such goods and services. Company will defend, indemnify and hold harmless Customer, its employees, directors, officers, and shareholders from any and all third party Claims arising out of or in connection with (i) any infringement or alleged infringement of any third party proprietary intellectual property right arising from the performance of any service by Company or relating to any good distributed by Company, provided that: (a) Customer promptly notifies Company in writing of any claim or threatened claim against Customer ; (b) Customer permits Company to have sole control of the defense, settlement or other handling of such claim or threatened claim; and (c) Customer provides Company with the assistance, information, and authority to perform its obligations hereunder.Indemnification under this agreement is not available to Customer: (i) if the AED is modified, used in any manner other than for its intended purpose, used in contradiction of the instructions set forth in the AED operating instructions or operated by untrained or unauthorized personnel; (ii) if Customer does not follow the required maintenance procedures; (iii) for Claims arising from the negligence or other tortuous actions of Customer or its personnel; (iv) for Claims arising from an incident occurring before the date of this agreement; (v) for Claims arising from any products, or any part thereof, manufactured and produced by AED manufacturer; or (vi) for Claims due to any combination of products not supplied by Rescue One. In addition, Rescue One will not be obligated to indemnify Customer under this agreement if the patient is successfully defibrillated through the use of the AED.
- Limitation of Liability. To the maximum extent allowable under applicable law, COMPANY shall not be liable to Customer for any indirect, incidental, special, punitive or consequential damages (including but not limited to loss of profits, business, and revenue), sustained or incurred in connection with the provisions agreement and the products and services that are subject to the agreement, regardless of the form of action and whether or not such damages are foreseeable. To the extent allowed by law, in no event shall, COMPANY’S liability, for any and all claims related to the provision of services and goods, under this agreement or otherwise shall be limited to the purchase price paid by Customer hereunder. Some jurisdictions restrict limitations of liability, so the limitations in this paragraph may not be applicable to you. This Agreement is not for the benefit of any third parties.
- Miscellaneous. No course of dealing between the parties or any waiver of a breach of any provision of the Contract Documents shall constitute a waiver of any other breach of such provision. Should any provision of the Contract Documents be held invalid or unenforceable, the remaining terms will remain in full force and effect, consistent with the terms of the Contract Documents taken as a whole. Customer is an independent contractor and not an agent of Company.