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Terms of Sale


MEDTRONIC USA, INC. STANDARD TERMS AND CONDITIONS OF SALE




General: By Agreeing To Purchase Product, Buyer Expressly Accepts The Terms Set Forth Herein

Acceptance of this purchase order by any means of acknowledgement or shipment of any goods or performance of work or services ordered hereunder constitutes acceptance by Medtronic USA, Inc. (hereinafter referred to as "Seller") and you, the Buyer, of the terms and conditions contained herein. No terms stated by Buyer in accepting, confirming, or acknowledging this order shall be binding upon Seller if inconsistent with or in addition to the terms stated herein unless accepted in writing by Seller. If, however, a written contract is already in existence between Buyer and Seller covering the purchase of the goods, work, or services covered hereby, the terms of such contract shall prevail to the extent that it is inconsistent with these terms.


Product Purchase And Prices

The products and prices are those stated in your invoice (the "Products") from Seller at the prices indicated therein. Products are subject to availability.


Delivery Terms

Products will be shipped F.O.B. shipping point with freight prepaid by Seller. Seller may include a freight and handling charge on invoices. If Buyer requests special shipment and/or air shipment, Seller will prepay the additional charges and add them to the Buyer's invoice for the products shipped. Risk of loss will pass to the Buyer when the Products have been delivered by Seller to a common carrier for delivery to Buyer.


Payment Terms

1) By credit card at time of order or

2) with prior credit approval, Net 30 days from the date of invoice.


Force Majeure

Neither party shall be liable to the other party in respect of any delay or failure to perform that results from any event or cause that is beyond the reasonable control of the party obligated to perform.


Return Policy

This return goods policy applies to any Product:

(a) that was shipped in error;

(b) that was delivered after the Product's expiration date; or

(c) that is one which Seller specifically authorizes for return.

Seller agrees to accept the return of any such Product for full credit, provided that the Product is returned to Seller within 45 days from the date the Product was received, and the Product is returned to Seller in its original packaging, unopened, and undamaged, except for Products that are received by Buyer in a damaged or nonconforming condition, in which case the Products shall be returned in the condition they were in when received by the Buyer. Any Lioresal® (intrathecal baclofen) that is ordered may not be returned for credit. If the Buyer desires to return Product, the Buyer shall contact its Seller's customer services for instructions on how to return the Product and for information on credit or replacement of any purchased and non-expired Product. Buyer acknowledges that Products have varying shelf lives and that certain restrictions and/or restocking charges may apply based on the remaining shelf life of the returned Product. Non-damaged and conforming Products with a security package seal broken after delivery may not be returned for credit or replacement, except with specific authorization from Seller. Returns based on a defect or malfunction of a Product will be handled in accordance with the applicable Product warranty.


Term/Termination

This Agreement will be effective on the date Buyer orders Product (the "Effective Date") and will continue until such Product has been delivered to Buyer, (the "Term"), however, the terms contained herein will govern any dispute related to the sale or use of such Products.


Warranty

The written product warranty or warranty disclaimer that accompanies each Product (or is available electronically) when delivered to Buyer sets forth the entire warranty applicable to each Product.

EXCEPT AS IS EXPRESSLY SET FORTH IN THE PRECEDING PARAGRAPH AND AS SET FORTH ABOVE, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WHETHER AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER. THE REMEDIES SET FORTH IN THIS WARRANTY ARE THE EXCLUSIVE REMEDIES AVAILABLE TO BUYER FOR BREACH OF WARRANTY.


Limitation Of Liability

In no event shall either party be liable to the other party for special, incidental, consequential, or indirect damages in connection with this Agreement or performance hereunder.


Confidentiality

Seller and Buyer agree that this Agreement represents and/or contains confidential information that shall not be disclosed to any third party or otherwise made public, without prior written authorization of the other party, except where such disclosure is required by law.


Compliance With Laws

Each party shall comply with its obligations under federal, state or other applicable laws or regulations with respect to the performance of this contract.


Treatment Of Discounts

The parties acknowledge that it is their intent to establish a business relationship in which rebates, discounts, payments and credits provided to Buyer comply with the exceptions to the Medicare and Medicaid Anti-Kickback statute set forth at 42 U.S.C. § 1320a-7b(b)(3) and the "Safe Harbor" regulations regarding discounts set forth in 42 C.F.R. § 1001.952(h); and the parties believe that the relationship contemplated by this Agreement is in compliance with those requirements. As to such discounts and rebates, the Buyer agrees to report the discounts and rebates to its state or federal payors in accordance with the requirements of the Medicare/Medicaid Anti-Kickback Statute and Regulations and any applicable state or federal laws or regulations.


Product Training And Support

Seller, at its expense, may provide Buyer training on the safe and effective use of the Products purchased under this Agreement. Additionally, Seller, as a responsible manufacturer makes available instruction, education and training on the safe and effective use of its products and appropriate reimbursement information to health care providers, including those who may not use the product but recommend it. To accommodate training schedules, timing, location of attendees and the availability of adequate training facilities, Seller may need to cover travel expenses for attendees such as airfare, lodging, meals and transportation in connection with training. To the extent possible Seller will make payment directly to vendors, but in some cases reimbursement may be provided directly to attendees.


Miscellaneous

Waiver. No waiver by any party of any breach on the part of the other party will be a waiver of any subsequent breach.

Access to Records. During the term of this agreement, plus 4 years after the term, both parties will comply with all applicable requirements of 42 CFR Section 420.302, including without limitation: (i) retaining required documents, and (ii) giving the US Comptroller General, HHS, and their duly authorized representatives access to its contract, books, documents, and records related to the sale under this agreement and those of any organizations related to the parties.

Assignment. Seller may assign this Agreement to an affiliate upon written notice to Buyer. Subject to the precedent, neither party may assign this Agreement to a third party without the prior written consent of the other party, which shall not be unreasonably withheld.

Independent Contractor Status of Parties. Each party is an independent contractor and not the agent, partner, or employee of the other party.

No Third Party Rights. Nothing in this Agreement shall be construed as creating or giving rise to any rights in third parties or persons other than the named parties to this Agreement.

Governing Law, Construction and Venue. This Agreement shall be governed by and construed under the laws of the State of Minnesota without regard for principles of choice of law. Any claims, demands, or actions asserted against Buyer shall be brought in the federal courts of the State of Minnesota.

Notice. Notices required or permitted under this Agreement shall be made to the contact person at the address identified in the customer's profile. Notices may be provided by email, fax, or U.S. Postal Service and will be deemed received two (2) days after mailing if by U.S. mail or on the day sent if by fax or email.

Authority. The parties represent that they have the authority to enter into this agreement. The parties further represent that the terms of this agreement are not inconsistent with any other contractual obligations, express or implied, that they may have.