Terms & Conditions

These Hospital-Resources Terms & Conditions of Sale (the “Terms”) constitute terms and conditions upon which (Hereinafter referred to and referenced herein as “Hospital-Resources”) agrees to sell goods or services to the “Purchaser” (The term “Purchaser” herein shall mean any entity or individual for which Hospital-Resources sells goods or service to and is the subject of these Hospital-Resources Terms & Conditions of Sale). THESE ARE THE ONLY TERMS AND CONDITIONS OF THE AGREEMENT BETWEEN THE PARTIES (The term “Parties” herein shall refer to and mean Hospital-Resources and Purchaser collectively). ANY AND ALL ADDITIONAL OR DIFFERENT TERMS, WHETHER IN A PURCHASE ORDER OR OTHER DOCUMENT GIVEN BEFORE OR AFTER THIS ACKNOWLEDGEMENT, QUOTATION OR SALE ORDER, ARE SPECIFICALLY REJECTED AND SHALL NOT BECOME PART OF THE AGREEMENT UNLESS EXPRESSLY AGREED TO IN WRITING BY Hospital-Resources.

TERMS AND CONDITIONS:

It is expressly understood, acknowledged, and accepted that Hospital-Resources may need to change parts in the course of repairing certain types of medical equipment. Hospital-Resources will use OEM (Original Equipment Manufacturer) parts where possible and if requested by customer, otherwise, aftermarket parts meeting Hospital-Resources’s standards will be used. Some original equipment manufacturers may not accept repair of certain equipment if any parts or internal components have been altered or replaced, this may include updating the equipment if a recall has been issued by the OEM. Hospital-Resources will support published recalls by the OEM to the best of its ability and where parts and software are available.

RETURN OF GOODS:

Goods may not be returned for credit except with Hospital-Resources’s express permission, and then only in strict compliance with Hospital-Resources’s return shipment instructions. Certain items may not be returned for credit. These items include: any piece of equipment that has been tampered with internally and/or externally. Any piece of equipment that purchaser receives with any flaw, either mechanical or otherwise, that is not an “AS IS” sale, must be reported to Hospital-Resources within 3 days of receipt. It is only at this time that Hospital-Resources may consider issuing a credit at Hospital-Resources’s discretion. All pre-approved returned items will be charged a 20% restocking fee and must be returned within 30 days of purchase. Any and all credit card service fees are solely the responsibility of the purchaser and they will not be refunded in the form of a credit or any other means. Any check fees for stop payments, overdrafts or any other service fees regarding payments are purchaser’s responsibility. All returned items must be accompanied by a Return Goods Authorization (RGA) number acquired by Hospital-Resources. If any items are not accompanied by an RGA they will not be accepted.

REPAIR:

Service. Hospital-Resources will service select equipment and devices for the flat-rate charge if stated on the RGA. If service is based off labor and parts and are not covered by the flat-rate service charges Hospital-Resources will ask for customer’s approval of estimate. If you do not agree to the parts and labor charges that Hospital-Resources has given then Hospital-Resources will return your product and may charge a diagnostic fee, applicable sales tax, and shipping costs. Unless specially directed in servicing your product, Hospital-Resources reserves the right to use new, used or refurbished parts or products. Hospital-Resources may also exchange the product with a new, used or refurbished product at Hospital-Resources’s sole discretion.

Service Exclusions. The flat-rate repair service does not cover cosmetic damage, damage due to accident, abuse, neglect, misuse, unauthorized modification, extreme environment, extreme physical or electrical stress or interference, fluctuation or surges of electrical power, lightning, static electricity, fire, acts of God or other external causes. Hospital-Resources reserves the right to refuse service for such damage. In such event, Hospital-Resources may return the product to you without servicing it, and may charge you a diagnostic fee, applicable tax, and shipping.

WARRANTY:

What does a Hospital-Resources warranty cover? In servicing equipment, Hospital-Resources warrants (1) that service will be performed in a workmanlike manner; and (2) that all parts or products used in the service will be free from defects in materials and workmanship for the warranty period of 180 days from the date of service (“warranty period”); and (3) that the entire repaired or replaced product will be free from defects in materials and workmanship during the warranty period from the date of service (“peace of mind coverage”). This warranty is an express limited warranty. If non-conforming service is provided, or a defect arises in a replacement part or product during the warranty period, or a new defect arises in the repaired or replacement product during the warranty period repair assurance period, at its option, Hospital-Resources will (1) repair the part or product, using new, used or refurbished replacement parts, or (2) replace the part or product with a new, used or refurbished equivalent part or product, or (3) refund the sum(s) paid to Hospital-Resources for the service.

Testing Incoming Material: Upon receipt of supplied and/or repaired items from Hospital-Resources, the customer agrees to inspect and test the items supplied and/or repaired by Hospital-Resources prior to use of equipment.

Warranty (“Out of Box Failure”): Upon receipt of supplied and/or repaired items from Hospital-Resources, the customer agrees to inspect and test the items supplied and/or repaired by Hospital-Resources within three (3) days in order to determine if “out of box failure” exists. Customer agrees to report out of box failures within the warranty period. Any out of box claims outside of the warranty period will be considered a new repair and will be subject to service and repair fees.

What is not covered by Hospital-Resources warranty? Hospital-Resources warranty does not cover problems that result from:

External causes such as accident, abuse, misuse or problems with electrical power.
Water Damage, physical damage, neglect/improper use, or improper installation.
Usage that is not in accordance with product and (OEM) instructions.
Failure to follow the product instructions or failure to perform preventive maintenance.
Problems caused by using accessories, parts or components not supplied by Hospital-Resources.
Products with missing or altered Hospital-Resources service tags or serial numbers.
Products for which Hospital-Resources has not received payment.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY Hospital-Resources OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE OVERRIDDEN, EXCLUDED AND DISCLAIMED.

EXCLUSIVE REMEDY & DAMAGE LIMITATION:

In the event Purchaser establishes a breach of the above warranty, Purchaser’s exclusive remedy against Hospital-Resources, and Hospital-Resources’s sole liability, is, at its option, the replacement of the defective goods or the refund of the purchase price therefore. In no event shall Hospital-Resources be liable for damages in excess of the purchase price of the goods, which are the subject of the Sale/Purchase Order.

INDEMNIFICATION:

Purchaser agrees to protect, indemnify, defend and forever hold Hospital-Resources, its assigns, and its affiliates harmless from and against any and all claims or liabilities and expenses (including attorneys’ fees) arising from (a) Purchaser’s design, defect, manufacture, assembly, use, handling, sale, recall or distribution of Goods or services purchased within the subject sale/Purchase Order; (b) the performance of the subject Sale/Purchase Order by Purchaser, its employees or agents, whether on or off Purchaser’s premises; (c) Purchaser’s breach of any representation, warranty or obligation hereunder; (d) the infringement or violation of any third party’s patents, intellectual property or other rights arising out of or in connection with Purchaser’s use of Specifications, materials or other items provided to Purchaser by Hospital-Resources and/or (e) Purchaser’s acts or omissions in the performance of its obligations under this Sale/Purchase Order, except to the extent that any Claim or Claims are caused solely by the gross negligence or willful misconduct of Hospital-Resources. Without limiting Hospital-Resources’s other lawful remedies, if any Goods or Services infringe third party rights, Purchaser shall, at its expense, promptly procure all rights for Hospital-Resources’s continued use of such Goods and/or benefit of such Services or replace such Goods and/or Services with equivalent Goods and/or Services which do not infringe upon third party right.

GOVERNING LAW/VENUE:

The Parties agree that this Agreement was formed and executed in the State of California and/or with the intent of doing so, and with the express intent that this Agreement shall be governed by the laws of the State of California regardless of the location of either Party at the time of formation and signing, and any dispute arising from or related to this Agreement, including but not limited to any interpretation or challenge to this provision regarding choice of law, jurisdiction and venue, shall be governed solely by the laws of the State of California and heard exclusively before the courts of competent jurisdiction in San Diego County, California, which shall have sole and exclusive jurisdiction and venue, without reference to the conflict of law principles therein, except that parole evidence shall not be admissible to alter, vary or supplement the terms of this Agreement.

ATTORNEYS FEES & COSTS:

In the event of any arbitration or action at law or in equity between the Parties to enforce or interpret this Agreement, the non-prevailing Party to such litigation shall pay to the prevailing Party all costs and expenses, including reasonable attorneys’ fees and disbursements, incurred therein by such prevailing Party and, if such prevailing Party shall recover judgment in any such action or proceedings, such costs, expenses and attorneys’ fees and disbursements may be included in and as a part of such judgment. The prevailing Party shall be the Party who is entitled to recover his costs of suit, whether or not the suit proceeds to final judgment. If no costs of suit are awarded, then the prevailing Party shall be determined by the court or the arbitrator, as applicable.

NO CONSEQUENTIAL DAMAGES:

Hospital-Resources SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF GOODWILL, PROFITS, USE OF MONEY OR USE OF GOODS, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY.

WAIVER:

Failure by Hospital-Resources to strictly enforce any provision of this Acknowledgment shall not be deemed a waiver of such provision or create a course of dealing between the Parties pursuant to which performance is not required.

DISPUTE RESOLUTION:

Any action arising out of the agreement between the Parties, except as otherwise provided herein, shall be resolved by binding arbitration in San Diego County, California in accordance with the rules of the American Arbitration Association.

MISCELLANEOUS:

Should any portion of this Agreement be declared or determined by any court or arbitrator to be illegal, invalid or unenforceable, the illegal, invalid, or unenforceable portion of this Agreement shall be interpreted as narrowly as possible and shall be deemed stricken and severed from this Agreement, and all other parts, terms, provisions and portions of this Agreement shall remain unaffected and shall be given full force and effect.

The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any Party, and shall be construed without any consideration as to which Party drafted it.

The titles of the various sections in this Agreement are intended solely for convenience of reference, and are not intended and shall not be deemed for any purpose whatsoever to modify, explain or place construction upon any of the provisions of this Agreement and shall not affect the meaning or interpretation of this Agreement.

HIPPA, PRIVACY

Hospital-Resources complies with all applicable provision of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).