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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 Buyer's 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 return 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 under this document, including reasonable attorneys fees, shall be reimbursed by the other party.
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