Document A - Parts Summary.pdf

GENERAL TERMS AND CONDITIONS

TERMS AND CONDITIONS

f. Customer hereby acknowledges and agrees that Hillrom has the right to collect, store, process, maintain, upload, sync, transmit, share, disclose, aggregate, analyze, and use non-individually identifiable data created, generated, stored, and/or transmitted by the Software and/or products (“Data”). Such Data typically includes, but is not limited to, information regarding the characteristics, status, and usage of the Software and/or products. Hillrom shall own all right, title, and interest in and to such Data and any aggregations, analyses, reports, programs, and output based on or including such Data (“Derivative Data”) and has the right to retain all such Data and Derivative Data after termination of this Agreement. Customer acknowledges and agrees that Hillrom, its affiliates, and its contracted third parties has the right to use and disclose the Data for any lawful purpose including, without limitation: (i) benchmarking and analysis of workflow and Data to identify system improvements, efficiency improvements, quality improvements, increase cost efficiencies, and product development;

(ii) in-depth analysis of the specifics of errors for better understanding of errors and error situations to help understand and reduce their incidence; (iii) to facilitate better technical support and Customer support to avoid machine downtime and/or return and replacement of given hardware modules; (iv) investigate changes in ordering patterns that could yield opportunities to define new warning limits, formulary ingredients, and label templates; provided that, to the extent that any Data contains “Protected Health Information” as that term is defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), Hillrom’s use and disclosure of such data shall be governed by a business associate agreement between the Parties; and (v) to facilitate the provision of functionality for the Software and products, and any other lawful purpose, including but not limited to, performance optimization, quality assurance, software updates, subscription services, and other services (if any) provided to Customer, or to otherwise improve Hillrom’s products, services, or technologies. Customer further grants Baxter the right to use the Data for the purpose of de-identifying Protected Health Information in accordance with the requirements of HIPAA set forth at 45 C.F.R. § 164.514 and to use such resulting de-identified data for any lawful purpose. Baxter acknowledges that: CUSTOMER SHALL HAVE NO LIABILITY FOR

HILLROM’S USE, RETENTION OR DISCLOSURE OF ANY DATA OR THE ACCURACYOF SUCH DATA.

Medical Advice Disclaimer: THE PURCHASED PRODUCTS AND SOFTWARE MAY PROVIDE INFORMATION AND DATA TO PURCHASER’S AUTHORIZED PERSONNEL TO ASSIST AUTHORIZED PERSONNEL IN THEIR ASSESSMENT AND MANAGEMENT OF CARE OF THEIR PATIENTS. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT HILLROM IS NOT A HEALTHCARE PROVIDER, DOES NOT ENGAGE IN THE PRACTICE OF MEDICINE, AND DOES NOT RENDER MEDICAL OR SIMILAR PROFESSIONAL SERVICES OR ADVICE VIA THE PURCHASED PRODUCT AND SOFTWARE OR OTHERWISE. THE USE OF ANY SUCH PURCHASED PRODUCTS AND SOFTWARE, INCLUDING ANY DATA READ-OUTS OR ANY ANALYSIS THEREFROM, FOR THE DIAGNOSIS OR TREATMENT OF ANY PATIENT MUST BE PERFORMED UNDER THE SUPERVISION OF AN APPROPRIATELY QUALIFIED HEALTHCARE PROFESSIONAL. IF PURCHASER RELIES ON ANY INFORMATION PURCHASER RECEIVES OR LEARNS ABOUT THROUGH THE PURCHASED PRODUCTS AND SOFTWARE, PURCHASER AGREES THAT IT DOES SO AT ITS OWN RISK. ANY ANALYSIS, ORGANIZATION, OR PRESENTATION OF DATA OBTAINED FROM THE PURCHASED PRODUCTS AND SOFTWARE, IS DELIVERED TO PURCHASER “AS-IS” AND IS NOT MEANT TO BE A SUBSTITUTE FOR THE KNOWLEDGE, EXPERIENCE AND DECISION-MAKING PROVIDED BY A QUALIFIED HEALTHCARE PROFESSIONAL.

Limitation of Liability: Hillrom shall not be liable for loss or damages due to delay in manufacture or shipment resulting from any cause beyond Hillrom's control. Delays resulting from any such cause shall extend shipment date correspondingly. IN NO EVENT SHALL HILLROM BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS CONTRACT IS BETWEEN CUSTOMER AND HILLROM. Customer must make claims for shortages or errors within a reasonable time after receipt of the products. Hillrom reserves the right to use remanufactured or used components that meet new component specifications and are warranted as new.

Security Interest, Default and Insurance: Hillrom shall retain a security interest in the products until Hillrom has received full payment including taxes. Customer agrees to sign and deliver to Hillrom any additional documents required by Hillrom to protect its security interest. If Customer defaults or Hillrom deems itself insecure of the products in danger of confiscation, the full amount unpaid shall immediately become due and payable at the option of the Hillrom and on proper notice to the Customer, the Hillrom may retake possession of the products wherever located without court order and can resell or retain according to the laws of the state where products are located. The products shall not be considered a fixture if attached to any realty. Customer shall assume all loss relating from damage to the products occurring after the products leave Hillrom's control and shall provide adequate insurance therefore at all times until the purchase price shall have been fully paid. Hillrom reserves the right to request proof of such insurance at any time prior to full payment along with a statement from such insurer limiting cancellation or changes to said policy within ten (10) days after written notice of same to Hillrom.

Specifications: Specifications and drawings and any other information shall remain the property of Hillrom and are subject to recall at any time. Such information shall not be disclosed or used for manufacture of any products. In accordance with Hillrom's established policy of constant improvement, Hillrom reserves the right to amend its specifications at any time without notice.

Choice of Law: This contract shall be governed by, and construed in accordance with, the laws of the State of Illinois, without regard to its conflict of laws principles.

Delivery and Shipment: Date of delivery shall be determined by mutual written agreement of the parties. No delivery date set forth in a Purchase Order shall be binding on Hillrom unless Hillrom explicitly agrees to such delivery date in a writing signed by an authorized representative of Hillrom. Shipment of all products shall be Net Freight on Board (FOB) Customer, with all costs of transportation and related insurance being the responsibility of Hillrom with the exception of costs of transportation and insurance for (i) service parts, (ii) shipments to points outside the contiguous U.S., or (iii) special delivery and/or air shipments requested by Customer. Unless otherwise explicitly agreed to by Hillrom in a writing signed by an authorized representative of Hillrom, Hillrom will prepay and add to the invoice for reimbursement by Customer any and all costs of transportation and insurance for delivery of service parts, shipments to points outside the contiguous U.S., and any special delivery and/or air shipments requested by Customer. Terms for shipping to Alaska and Hawaii shall be F.O.B. port of embarkment, prepaid and add from port of embarkment to destination.

Return Goods Policy: Should Hillrom ship products in error, Hillrom shall arrange and pay for return shipment of the products without applying a restocking fee provided that (i) Customer notifies Hillrom of the error within thirty (30) days of shipment, and (ii) the products are returned in “as shipped” condition. If Customer orders products in error and notifies Hillrom of the error within thirty (30) days of shipment, Customer may return the products in “as shipped” condition at Customer’s cost and expense; however Customer agrees to pay Hillrom a restocking fee of 15% of the net price for the returned products. Notwithstanding the previous sentence, returns will not be accepted on architectural products, workflow solutions and other communications products, and any customized products or special orders, except if mutually agreed on terms acceptable by both parties on a case-by-case basis.

Order Cancellation Policy: Customer may only cancel a purchase order if Customer provides written notice to Hillrom at least fourteen (14) days prior to the scheduled shipment date, and if Customer cancels an order, Customer agrees to pay Hillrom a cancellation fee of 15% of the net price for the cancelled products. No purchase orders may be cancelled after fourteen (14) days prior to the scheduled shipment date. Notwithstanding the above, cancellations will be not be accepted on clinical workflow solutions and other communications products, and any customized products or special orders, except if mutually agreed on terms acceptable by both parties on a case-by-case basis.

Delivery Change/Refusal Policy: Customer may request to reschedule a scheduled delivery date to a later date by providing Hillrom with written notice at least fourteen (14) days prior to the scheduled delivery date. If Customer requests at any time to reschedule the delivery date to a new date that is more than thirty (30) days later than the original scheduled deliver date, Customer agrees to pay Hillrom a rescheduling fee of 15% of the net price for the affected products. If Customer refuses to accept a delivery without having provided Hillrom with a written request to reschedule at least fourteen (14) days in advance, Customer agrees to pay Hillrom a rescheduling fee of 15% of the net price for the affected products.

Ordering: All Purchase Orders may be placed by email,mail, telephone or facsimile at the following:

Hill-Rom Company, Inc.

Attn: Customer Service 1069 State Route 46 East Batesville, Indiana 47006 Phone: 800/445-3730 Fax: 812/934-8189

HRC US CUSTOMERSERVICE@BAXTER.COM

Hill-Rom Company, Inc. (“Hillrom”) warrants to the original end user that:

GENERAL WARRANTY

(3 YEARS)

Except as noted below, Hillrom’s Liko-branded safe patient handling products (the “Products”) will be free from defects in material and workmanship for three (3) years from the date of delivery, including parts, labor and travel. Replacement parts obtained under this warranty will be warranted for the remainder of the original warranty.

BATTERY WARRANTY

(LITHIUM ION: 2 YEARS/OTHER: 90 DAYS)

Lithium-ion batteries for the Products will be free from defects in material and workmanship for two (2) years from the date of delivery. All other batteries for the Products will be free from defects in material and workmanship for a period of ninety (90) days from the date of delivery, including battery assembly replacement only.

RAIL WARRANTY

(10 YEARS)

The overhead rails, overhead pendants and mounting brackets for the Products, that are supplied by Hillrom and installed by Hillrom authorized installers, will be free from defects in material and workmanship for ten (10) years, including parts, labor and travel. Rail hardware and installed rail products (e.g., turntable, transfer motor, carriages and in-rail-charging system) are covered by the general warranty above and are not included in this rail warranty.

SLING WARRANTY

(REUSABLE: 3 YEARS/DISPOSABLE: FIRST PATIENT USE)

Reusable slings will be free from defects in material and workmanship for three (3) years from the date of delivery, including replacement of slings only. Single patient use slings will be free from defects in material and workmanship until the first patient use.

TO OBTAIN PARTS AND SERVICE

Call Hillrom Technical Support at (800) 445-3720 (US) or (800) 267-2337 (Canada). Outside the United States and Canada, call your authorized Hillrom distributor. In order to expedite service, please provide: customer identification number, product model number, serial number, and description of problem. Warranty coverage for covered claims includes parts, labor, travel for h i i if i d d hi i l i i N h A i

PARTS AVAILABILITY POLICY

Hillrom will use commercially reasonable efforts to offer parts for new products for ten (10) years from date of sale. If original component parts and assemblies are no longer available, functional equivalents may be substituted in Hillrom’s sole discretion.

ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE,

RELOCATION, OR ALTERATION TO OR OF, OR OTHER TAMPERING

WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY

OTHER THAN HILLROM AND OTHER THAN FACILITY-

AUTHORIZED, PROPERLY TRAINED PERSONNEL WITHOUT

HILLROM’S PRIOR WRITTEN APPROVAL, OR ANY USE OF

REPLACEMENT PARTS NOT SUPPLIED BY HILLROM, SHALL

IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH

RESPECT TO THE AFFECTED PRODUCTS. THE FOREGOING

WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER

EXPRESS WARRANTIES AND IMPLIED WARRANTIES, INCLUDING

BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS OF PURPOSE. HILLROM’S

OBLIGATION UNDER THESE WARRANTIES SHALL NOT INCLUDE

ANY LIABILITY FOR LOSS OF PROFITS, DIRECT, INDIRECT OR

CONSEQUENTIAL DAMAGES OR DELAYS. Some states, provinces, or countries do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply. Any improper or negligent use, use not in accordance with Hillrom’s manuals, failure to complete required preventative maintenance including periodic inspections, and any alterations or repairs not in accordance with Hillrom’s manuals or performed by others, which, in Hillrom’s sole judgment, affects the product materially and adversely, shall void these warranties.

Notwithstanding the warranty coverage periods included herein, users should consult the user manual for the applicable useful working life established for each sling type which, in some cases, may be shorter than the applicable warranty coverage period. No employee or representative of Hillrom is authorized to alter these warranties in any way unless in writing and signed by a Hillrom officer.

PATIENT HANDLING PRODUCT WARRANTY

Baxter reserves the right to make changes without notice in design, specifications and models. The only warranty Baxter makes is the express written warranty extended on the sale or rental of its products.

Baxter.com

Baxter, Hillrom and Liko are trademarks of Baxter International Inc. or its subsidiaries.

195537 rev 3 21-OCT-2024 ENG – US