TERMS OF SALE

General Terms

Kestra Medical Technologies acceptance of the Buyer’s order is expressly conditioned on the Buyer’s assent to the terms set forth in this document and its attachments. Kestra Medical Technologies agrees to furnish the goods and services ordered by the Buyer only on these terms, and the Buyer’s acceptance of any portion of the goods and services covered by this document shall confirm their acceptance by the Buyer. These terms constitute the complete agreement between the parties and they shall govern any conflicting or ambiguous terms on the Buyer’s purchase order or on other documents submitted to Kestra Medical Technologies by the Buyer. These terms may not be revised in any manner without the prior written consent of an officer of Kestra Medical Technologies.

 

Pricing

Unless otherwise indicated in this document, prices of goods and services covered by this document shall be Kestra Medical Technologies   standard prices 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 other similar charge of any kind applicable to the goods and services covered by this document. Sales or use taxes   on domestic (USA) deliveries will be invoiced in addition to the price of the goods and services covered by this document unless Kestra Medical Technologies receives a copy of a valid state exemption certificate prior to delivery. Please forward your tax exemption certificate to the Kestra Medical Technologies, Attn: Finance Department, 3933 Lake Washington Blvd., Suite 200, Kirkland Washington, 98033.

 

Payment

Unless otherwise indicated in this document or otherwise confirmed by Kestra Medical Technologies in writing, payment for goods and services supplied by Kestra Medical Technologies shall be subject to the following terms:

 

Domestic (USA) Sales – Upon approval of credit by Kestra Medical Technologies, 100% of invoice due thirty (30) days after invoice date.

International Sales – Sight draft or acceptable (confirmed) irrevocable letter of credit.

 

Kestra Medical Technologies may change the terms of payment at any time prior to delivery by providing written notice to the Buyer. Kestra Medical Technologies reserves the right to charge a 15% restocking fee for returns.

 

Delivery

Unless otherwise indicated in this document, delivery shall be FOB Kestra Medical Technologies point of shipment and title and risk of loss shall pass to the Buyer at that point. Partial deliveries may be made and partial invoices shall be permitted and shall become due in accordance with the payment terms. In the absence of shipping instructions from the Buyer, Kestra Medical Technologies will obtain transportation on the Buyer’s behalf and for the Buyer’s account.

 

Delays

Delivery dates are approximate. Kestra Medical Technologies will not be liable for any loss or damage of any kind due to delays in delivery or non-delivery resulting from any cause beyond its reasonable control, including but not limited to, acts of God, labor disputes, the requirements   of any governmental authority, war, civil unrest, delays in manufacture, obtaining any required license or permit, and Kestra Medical Technologies inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of Kestra Medical Technologies and the Buyer’s agreement and the delivery dates shall be extended for the length of such delay.

 

Inspections

Claims by the Buyer for damage to or shortages of goods delivered shall be made within thirty (30) days after shipment by providing     Kestra Medical Technologies with written notice of any deficiency. Payment is not contingent upon immediate correction of any deficiencies and Kestra Medical Technologies prior approval is required before the return of any goods to Kestra Medical Technologies.

 

Warranty

Kestra Medical Technologies warrants its products in accordance with the terms of the standard Kestra Medical Technologies product warranty applicable to the product to be supplied, and the remedies provided under such warranty shall be the Buyer’s sole and exclusive remedies. Kestra Medical Technologies makes no other warranties, express or implied, including, without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL KESTRA MEDICAL TECHNOLOGIES BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES.

 

Patent Indemnity

Upon receipt of prompt notice from the Buyer and with the Buyer’s authority and assistance, Kestra Medical Technologies agrees to defend, indemnify and hold the Buyer harmless against any claim that the Kestra Medical Technologies products covered by this document directly infringe any United States of America patent.

 

Miscellaneous

  1. The Buyer agrees that products purchased hereunder will not be reshipped or resold to any persons or places prohibited by the laws of the United States of
  2. Through its purchase of Kestra Medical Technologies products, the Buyer does not acquire any interest in any tooling, drawings, design information, computer programming, patents or copyrighted or confidential information related to said products, and the Buyer expressly agrees not to reverse engineer or decompile such products or related software and
  3. The rights and obligations of Kestra Medical Technologies and the Buyer related to the purchase and sale of products and services described in this document shall be governed by the laws of the State of Washington, United States of All costs and expenses incurred by Kestra Medical Technologies related to enforcement of its rights under this document, including reasonable attorney’s fees, shall be reimbursed by the Buyer.