Arjo Inc. Standard Terms and Conditions

*For these Standard Terms and Conditions, Customer may also mean Facility.

1. SHIPMENT. All shipments shall be F.O.B. Arjo’s Roselle, IL facility or such other facility that Arjo may, from time to time, designate. The risk of loss shall pass from Arjo to Customer once the products leave Arjo’s shipping dock. Arjo shall select the shipment method and the carrier, and Customer will be responsible for paying all shipment charges. Arjo will not be liable for damages or delay s in delivery due to causes beyond its reasonable control. 

2. PAYMENT. Payment terms are net thirty (30) day s from date of invoice. 

3. PRICE. Prices of the products purchased by Customer shall be stated on the Purchase Order. All references to Products shall mean those products identified and sold in each individual Purchase Order. Customer shall be responsible for payment of any federal, state or local sales, customs, use, excise, personal property and other taxes, however designated, which are levied or based on any products sold to Customer by Arjo. 

4. INSPECTION AND ACCEPTANCE. Customer shall be obligated to examine each shipment, promptly upon Customer’s receipt thereof and unless Customer notifies (as specified in the Notice provision below ) Arjo in writing with particularity as to the defect or non-conformity within five (5) calendar days of delivery to Customer for the shipment in question (an “effective rejection”), Customer shall be deemed to have waived all claims for shortage and non-conformities that Customer should reasonably have discovered as a result of such examination. Acceptance of the Products shall be deemed to have occurred when the Customer either fails to make an effective rejection, or after a reasonable opportunity to inspect signifies to Arjo that the products are conforming, or that Customer will retain the products in spite of its non-conformity, or if the Customer provides affirmative notice of acceptance. Acceptance of a part of any shipment is acceptance of the entire shipment. 

5. CREDITS AND RETURNS. Customer may not return any Arjo products shipped hereunder without first obtaining Arjo’s written authorization. Arjo may, at its sole discretion, authorize returns of Products not otherwise returnable. In such cases, Arjo shall issue Customer a credit for such returns, less a fifteen percent (15%) restocking charge if within thirty (30) days, and a twenty-five percent (25%) restocking charge thereafter. All returns must be in salable condition. Arjo retains the right to refuse the return of any Product that has been under the Customer’s custody, control or possession for 180 day s or longer. 

6. DEFAULT AND TERMINATION. In the event Customer fails to provide payment of any sum to be paid to Arjo, or fails to perform in accordance with any provision hereof or any other agreement between Customer and Arjo, or should Customer become insolvent or file a petition in bankruptcy , or be the subject of any bankruptcy or insolvency proceeding, or if Arjo makes a good faith determination that prospect for payment or performance by Customer is impaired “impending default”), then, Arjo may , at its option, declare Customer in default of its obligations hereunder and any other agreement between Arjo and Customer and withhold delivery , resell, recover damages and/or terminate any this agreement with Customer upon written notice to Customer. In the event of termination, Customer shall pay Arjo all amounts owing under any agreement between Customer and Arjo, and Customer shall be liable for any and all costs, expenses, and damages, including without limitation reasonable attorneys’ fees and legal expenses, which Arjo may sustain by reason of such default by Customer. 

7. SECURITY INTEREST. Unless and until Customer makes complete payment to Arjo for any and all products delivered to Customer, Customer shall keep the products free and clear of all liens and encumbrances, and Arjo is hereby granted a continuing first priority security interest in and to such Products. In the event purchases are other than C.O.D., Customer agrees to execute any documents necessary to enable Arjo to perfect or continue its security interest, to permit Arjo all the rights of a secured creditor under the Uniform Commercial Code. In addition, Customer hereby authorizes Arjo to file such document(s) for such purposes and to execute the same on behalf of Customer. 

8. SPECIFICATION AND WARRANTY. Arjo Inc., warrants to the purchaser that its products are free from manufacturer defects in material and workmanship, and that each piece of Equipment will be in good working order and will conform to Arjo Inc.’s published specifications. 

GENERAL WARRANTY. Arjo Inc. warrants to the original purchaser that its products and replacement parts shall be free from defect in material and workmanship for a period of one (1) year from date of installation or 60 days after shipment. Arjo Inc.’s obligation under this warranty is expressly limited to supplying replacements parts and/or service for, or replacing, at its option, any product which is, in the sole discretion of Arjo Inc. found defective. EXTENDED COVERAGE. Arjo Inc.’s Hydrosound Transducer metal assembly and its bond to the radiating surface are warranted not to crack, depolarize, deteriorate or become detached from the radiating surface for ten years. Labor is not included in ex tended coverage. The Maxi Sky 600 and Maxi Sky 1000 Ceiling Lift Systems will be warranted for one-year from the date of installation to be free from manufacturer’s defect of the cassette. Maxi Sky 440 Portable cassette is warranted for 1 year. Batteries and remote handsets are covered by the standard warranty described herein. Maxi Sky Track is warranted against manufacturer’s defect for the life of the installation. Maxi Sky Track Installation is warranted against defect in workmanship for the life of the installation. 

Arjo Inc. patient lifting Equipment (all wet and dry lifts) is warranted for five years from the date of invoice to be free from manufacturer’s defect of the metal frame and/or structure. This warranty coverage includes chassis, mast tubing, jib, metal handles, metal lifting arm, hanger bars, metal attachments, and all metal welds. Coverage includes replacement parts, shipping of parts, and any required installation labor. This warranty does not cover any moving parts, polyurethane covers, corrosion, or damage due to abuse or neglect. 

REPLACEMENT PARTS. Parts replaced under the initial Equipment warranty period will be warranted for the remainder of the original Equipment warranty period. – All replacement parts, including remote handsets, purchased after the initial warranty period will be warranted for 90 days from the date of invoice. Warranty coverage does not include failure due to improper installation by other than Arjo Inc. authorized personnel. Electrical/electronic parts (i.e. PC boards, electronic display s, microprocessors, motors, switches, load cells, wiring harnesses, etc.) installed by other than Arjo Inc. authorized personnel have no warranty. Scales replaced after the initial warranty period will be warranted for 90 days from the date of invoice. Remote handsets are not considered electronic components for purposes of warranty coverage and have a 90-day warranty as outlined above. All defective parts must be returned to Arjo Inc., at customer’s expense, and via the Arjo Inc. return authorization policy to receive warranty credit. The exchange component may be new, remanufactured, reconditioned, repaired or rebuilt, but will be equivalent to new in performance. Components replaced under warranty will become the property of Arjo Inc., and upon request will be delivered to Arjo Inc. or its authorized representative. 

EXPENDABLE/CONSUMABLE PARTS. Slings or P.C. boards cannot be accepted for ret urn and credit unless they are received in the original sealed package, unopened, within 90 days from date of shipment. SERVICE LABOR COVERAGE. After the original warranty has expired, any labor provided by service personnel authorized by Arjo Inc. is covered for 90 days against failure in workmanship. PRODUCTS: a. Systems (i.e., DFS® Autoexcel®, Breeze®, Alpha Active®, Alpha Relief®, Nimbus® 4, Nimbus PRO, Autologic® 200 and 110, Alpha Response, Alpha Trancell® Deluxe): 1 y ears parts and labor. b. Ultrasonics: 5 years parts, exclusive of cables and crystals; one year on cable, probe head and retractile cable; one year labor. c. Dopplex Ability has a one (1) year warranty on product, including battery and accessories and three (3) month warranty on consumables. d. IOP probe (ISP3 & IPP3) has a warranty of 3 months or the maximum number of sterilization cycles e. Intermittent Compression and Alternating Pressure Pumps (if purchased): 1year parts and labor. Intermittent Compression and Alternating Pressure Pumps (under standard-use Agreement): 3 year parts and labor for normal wear and tear f. Pads and Garments, ex tended use: 120 days. g. Gel-EEZE® Gel-Foam Mattress Overlays: 90 days Non pro-rated; Foundation™ Foam Mattress Replacements and BariFoam Mattress: 5 years. h. Contoura® Frames, 2 y ears on frames, 1 year on actuators. i. Minuet® 2 Bed, 1 year on all component parts - to include all electrics, actuators, castors and bed end panels, 10 y ears on the metal frame. j. Varitech - 10 y ears on the frame (metal structure), 1 year on motors and electronic components (Hand control, circuits, wires) and 1 year on all other accessories (Headboard, side rails etc.) k. Enterprise™ Frames, 3 years Enterprise on frame, one year on all component parts to include all electrics, actuators, castors and bed end panels. Labor and Travel. l. AtmosAir® - 5 years from the date of purchase against manufacturer’s defects from the date of purchase and 2 years from the date of purchase on the pump. m. Pressure IQ Evolve™ Mattress Replacement System, 5 years on manufacturer’s defects in material and/or workmanship so long as all applicable procedures are followed. n. SkinIQ™ Microclimate Management System, 60 days from the first date of product placement on patient or one year from date of purchase, whichever comes first. o. First Step® - 1 year non-prorated from date of purchase. p. AirPal Transfer System Air Supply – 2 year full warranty from the date of shipment. q. AirPal NM390 Mattress – Platform and durable protective liner is full warranty from date of shipment. r. BariAir® Therapy System – 1 year full warranty from date of purchase. s. BariMax x ® II and BariMaxx II with Power Drive System – 1 year nonprorated from date of purchase. t. Barton I -700 Chair – 3 years from date of purchase for the frame and 1 year for w ear items and other materials. u. Commode – 1 year non-prorated from date of purchase. v. EZ Lift™ - 10 years on frame, 3 years on components, 1 year on battery, 6 months from date of purchase on slings and harnesses. w. Maxx Air ETS® - 1 year non-prorated from date of purchase. x . Walker and Wheelchair – 1 year non-prorated from date of purchase. y . RotoRest® Delta – 1 y ear non-prorated from date of purchase. z. TriaDy ne Proventa® - 1 y ear non-prorated from date of purchase. aa. FluidAir Elite® - 1 y ear non-prorated from date of purchase. bb. InterCell® - 1 y ear non-prorated from date of purchase. cc. KinAir MedSurg®, KinAir MedSurg® Pulse, and KinAir® IV – 1year nonprorated from date of purchase. dd. RIK® Fluid Mattress and RIK® Fluid Overlay – 2 y ears non-prorated from date of purchase. ee. Spirit Select (Carroll) – 1 year non-prorated from date of purchase. ff. TheraPulse® I I / ATP – 1 year non-prorated from date of purchase. gg. Dri-Flo® Pads – non-prorated against manufacturer defects before patient use. hh. RIK 300 Fluid Operating Table Pad – 2 years from date of purchase. ii. TheraRest SMS® Perimeter Plus VE and TheraRest SMS® Perimeter Plus TM MRS – 5 y ears from date of purchase. jj. Metal frame accessories, 1 year for all accessories including removable side rails. kk. Seating: Gel-EEZE®, 2”, 3”, and profile, 18 months. ll. Pentaflex ® and ConformX® – warranty applies to defects in structure, workmanship and materials and only to damages arising from normal facility usage on a non-prorated basis for a period of four (4) years from date of purchase for the foam core and two (2) years for the cover system. mm. Simuflex ® - warranty applies to defects in structure, workmanship and materials and only to damages arising from normal facility usage on a non- prorated basis for a period of two (2) years from date of purchase for the foam core and two (2) years for the cover system. nn. All other products including, but not limited to, pads and garments that are single patient use: No warranty period but Arjo Inc. warrants that the Products meet the then current specifications as the date of invoice. oo. Dopplex Ability has a one (1) year warranty on product, including battery and accessories and three (3) month warranty on consumables. SERVICES NOT COVERED DURING WARRANTY PERIOD: The following services are not covered under this warrant: • Repair of Equipment damage, replacement of parts or increase in service time caused by purchaser’s failure to provide continually a suitable environment as prescribed by Arjo Inc., or by improper storage of the Equipment. • Purchaser’s failure to perform routine or preventive maintenance, as outlined in the Arjo Inc. Equipment Preventative Maintenance Manual. • Neglect, misuse or abuse of the Equipment, including use of the Equipment for purposes other than those for which it was designed. • Any damage to any Equipment caused by the use of liquids other than Arjo Inc.’s approved brands (i.e. Cen Care II shampoo, Cen Sol bath oil, Cen Kleen disinfectant, Arjo Sound, hydraulic fluid, etc.) that are not compatible with Arjo’s Equipment. • Accident or disaster, including but not limited to, fire, water, wind and lightning; vandalism or burglary. • Alterations or modifications made to Arjo Inc.‘s Equipment design. • Attachments, including any interconnection to the Equipment of nonArjo Inc. products or devices not provided under an Arjo Inc. maintenance agreement. • Installation, maintenance, or repair of the Equipment performed by other than Arjo Inc. or a service provider authorized by Arjo Inc. • Nicks, dents, scrapes, scratches, or other cosmetic defects, however caused. LIMITATION OF REMEDIES. The extent of the liability of Arjo Inc. for breach of warranty is limited to the repair or correction of defects, the replacement (with a similar item free from the defect in question) of any Equipment which is defective, or the issuance of a credit not to exceed the amount of the original purchase price of the specified product or service which gives rise to the claim, at the option of Arjo Inc. Such repair, replacement or credit shall be the purchaser’s exclusive remedy for breach of warranty. 

LIMITATION OF LIABILITY. Arjo Inc.’s liability for damages to the purchaser for any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be limited to the purchase price stated in the applicable contract for the specific Equipment that caused the damages or that are the subject matter of, or are directly related to, the cause of action. The foregoing limitation of liability will not apply to claims of personal injury caused by Arjo Inc.’s negligence. 

In no event, whether as a result of breach of contract, warranty , tort (including negligence) or otherwise, shall Arjo Inc. or its suppliers be liable for any consequential or incidental damages including, but not limited to, loss of profits or revenues, loss of use of any products or any associated Equipment, damage to products or Equipment, cost of capital, cost of substitute products, facilities, service or replacement service, downtime costs, or claims of the purchaser’s own customers for such damages. 

GENERAL. The warranty provided herein and the obligations of Arjo Inc. there under shall not be extended, altered or varied except by a written instrument signed by Arjo Inc. and the purchaser. 

9. USE OF PRODUCTS. Customer is solely responsible for the proper use of the products. Customer is specifically notified that Arjo Products should not be used in conjunction with the products of any other manufacturers, except as expressly authorized in writing by Arjo. Any improper use by Customer shall void any warranty hereunder. 

10. LIABILITY. In the event of any misuse by Customer of any Products delivered to Customer or any product modification other than by Arjo or use of replacement parts other than as provided by Arjo, Customer shall, and does hereby , agree to defend, indemnify and hold harmless Arjo, its parent, affiliates, officers, directors, agents and employees, from and against any and all liability , claims, suits, actions, losses and expenses, including costs and reasonable attorneys’ fees, relating to or arising out of any claim or demand of any kind or nature. Customer shall maintain adequate liability insurance with a minimum limit of $5,000,000 to satisfy each of the above stated events. 

11. REMEDIES. Each of the rights and remedies reserved by Arjo and Customer shall be cumulative and additional to any other or further remedies provided at law, in equity or otherwise. 

12. FORCE MAJEURE. The obligations of Arjo hereunder shall be suspended in the event of the existence, happening, or continuance of any contingency preventing or substantially interrupting or curtailing the business of Arjo, such as labor disturbances (including strikes, sit -downs, slow downs, involuntary shutdown of Arjo’s facilities, lockouts, combination of workmen, shortage of labor, fuel, power, raw materials, embargo or restriction of transportation facilities), war (whether international or civil and without regard to whether a formal declaration thereof has been made), fire, storm, accident, act of God, restraint by any government, order, directive, law or regulation of any federal, state or local agency , the inability of Arjo to obtain supplies at reasonable costs, or interferences or any other cause beyond Arjo’s reasonable control. 

13. GOVERNING LAW. The rights, remedies and obligations of Customer and Arjo hereunder shall be construed in accordance with the laws of the State of Illinois without regard to its conflict of law principles. Both parties consent to submit to the exclusive jurisdiction of the courts of the State of Illinois for any and all actions or proceedings arising hereunder or in connection herewith. 

14. ASSIGNMENT. Either Party may not assign, transfer or delegate any of its rights or obligations hereunder without the prior ex press written consent of the other party . 

15. WAIVER. No waiver shall be implied by the parties’ failure to insist on performance of any of the terms or conditions hereunder or to exercise any right or privilege granted to the parties hereby. No express waiver by the parties shall be construed as waiving any breach hereunder or the performance of any of the terms or conditions hereof not specified in the express waiver, and then only for the time and to the extent stated therein. One or more waivers of any term or condition hereof shall not be construed as a waiver of a subsequent breach of the same term or condition. 

16. SEVERABILITY. In case any one or more of the provisions contained herein shall be found invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity , legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby . 

17. NOTICE. All notices hereunder shall be in writing and sent to Arjo by (a) Certified Mail, Return Receipt Requested, (b) by facsimile, or (c) by overnight courier, fees prepaid and addressed to: Contracts Administration, Arjo Inc., 2349 West Lake Street, 2nd Floor, Addison, IL 60101. Arjo may at any time, or from time to time, by like notice, designate a different address to which notice shall be sent. 

18. SURVIVAL CLAUSE. The provisions herein entitled “Liability,” “Remedies,” “Use of Products,” “Notice,” “Severability,” “Security Interest,” and “Governing Law” shall continue in full force and effect notwithstanding the fact that the Customer has accepted and paid for any Products purchased from Arjo. 

19. MISCELLANEOUS. (a) Arjo may modify or supplement these Standard Terms and Conditions of Sale at any time, in the exercise of its sole discretion; (b) Customer shall comply with all applicable law s and regulations; and (c) Customer is required to comply with all applicable re porting obligations pursuant to Section 1128 (6) of the Social Security Act, as well as any other Federal or state requirement. Customer must fully and accurately report the value of any discount or rebate, in any cost report filed under Tit le VIII or Tit le XIX of the Social Security Act and to provide as required by law any and all information provided by Arjo to Customer concerning such discounts or rebates. Without limiting the foregoing, in any manner, Customer shall comply with the applicable provision of Title 42 C.F.R. Section 1001.952(h) with respect to the documentation and reporting of any discounts or rebates provided to Customer.