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Terms & Conditions

1. Interaction with GPO Contracts; Conflicting Terms. (I) If Hillrom has a current and valid contract with a group purchasing organization (“GPO”) and Customer is a member of that GPO, and if that GPO contract(s) includes pricing for the rental products, then: (a) Customer hereby directs Hillrom that Hillrom should consider rental of the products under this Agreement to be affiliated with Hillrom’s contract(s) with such applicable GPO as sales made under those contract(s) for purposes of payment of administrative fees and reporting to the GPO; and (b) the rental pricing for the rental products set forth in the applicable GPO contract shall apply. If these Rental Terms and Conditions conflict with the applicable GPO contract terms and conditions, the GPO contract terms and conditions will prevail and govern; provided, however, if Customer is ordering a Centrella® Smart+ Bed and the GPO contract does not have software license terms applicable for the Centrella®

Smart+ Bed, then the terms set forth in Section 15 shall apply and supersede any software license terms in the applicable GPO contract. Customer shall indemnify Hillrom from any claims made against Hillrom in connection with Hillrom’s reliance on the direction made by Customer under this paragraph. (II) If Customer is not a member of a GPO, or if Customer is a member of a GPO but such GPO’s contract with Hillrom (if any) does not contain rental rates for the rental products, then: (a) this Agreement and Customer’s rental of products under this Agreement should not be considered to be affiliated with any GPO or other purchasingorganization or program for purposes of discounts, payment of

administrative fees, reporting or any other purposes; and (b)the per diem rate set forth in the Quote shall apply. Customer shall indemnify Hillrom from any claims made against Hillrom in connection with Hillrom’s reliance on the direction made by Customer under this paragraph. (III) If Customer has entered into a contract directly with Hillrom governing the rental of products (“Separate Rental Contract”), and these Rental Terms and Conditions conflict with the Separate Rental Contract, the terms and conditions in the Separate Rental Contract will prevail and govern; provided, however, if Customer is ordering a Centrella® Smart+ Bed and the Separate Rental Contract does not have software license terms applicable for the Centrella® Smart+ Bed, then the terms set forth in Section 15 shall apply.

2. General/ Entire Agreement. These Rental Terms and Conditions are between Hill-Rom Company, Inc. (“Hillrom”) and the customer renting products from Hillrom (“Customer”) through Hillrom’s e-commerce website, https://rental.hillrom.com (the “Rental Website”). These Rental Terms and Conditions, along with the quote (if any) prepared by Hillrom (“Quote”), constitute the entire agreement between Hillrom and Customer with respect to the products rented by Customer through the Rental Website (“Agreement”), except as expressly set forth herein. The Agreement supersedes any other oral or written agreement between Hillrom and Customer with respect to the rented products, except as expressly set forth herein. By submitting an order for one or more rental products through the Rental Website, Customer agrees to be bound by

these Rental Terms and Conditions. Additional or different terms and conditions contained in any Customer purchase order are null and void.

1. Interaction with GPO Contracts; Conflicting Terms. (I) If Hillrom has a current and valid contract with a group purchasing organization (“GPO”) and Customer is a member of that GPO, and if that GPO contract(s) includes pricing for the rental products, then: (a) Customer hereby directs Hillrom that Hillrom should consider rental of the products under this Agreement to be affiliated with Hillrom’s contract(s) with such applicable GPO as sales made under those contract(s) for purposes of payment of administrative fees and reporting to the GPO; and (b) the rental pricing for the rental products set forth in the applicable GPO contract shall apply. If these Rental Terms and Conditions conflict with the applicable GPO contract terms and conditions, the GPO contract terms and conditions will prevail and govern; provided, however, if Customer is ordering a Centrella® Smart+ Bed and the GPO contract does not have software license terms applicable for the Centrella®

Smart+ Bed, then the terms set forth in Section 15 shall apply and supersede any software license terms in the applicable GPO contract. Customer shall indemnify Hillrom from any claims made against Hillrom in connection with Hillrom’s reliance on the direction made by Customer under this paragraph. (II) If Customer is not a member of a GPO, or if Customer is a member of a GPO but such GPO’s contract with Hillrom (if any) does not contain rental rates for the rental products, then: (a) this Agreement and Customer’s rental of products under this Agreement should not be considered to be affiliated with any GPO or other purchasingorganization or program for purposes of discounts, payment of

administrative fees, reporting or any other purposes; and (b)the per diem rate set forth in the Quote shall apply. Customer shall indemnify Hillrom from any claims made against Hillrom in connection with Hillrom’s reliance on the direction made by Customer under this paragraph. (III) If Customer has entered into a contract directly with Hillrom governing the rental of products (“Separate Rental Contract”), and these Rental Terms and Conditions conflict with the Separate Rental Contract, the terms and conditions in the Separate Rental Contract will prevail and govern; provided, however, if Customer is ordering a Centrella® Smart+ Bed and the Separate Rental Contract does not have software license terms applicable for the Centrella® Smart+ Bed, then the terms set forth in Section 15 shall apply.

4. Delivery and Pickup: All delivery, set up, service and maintenance, as well as emergency repair, are performed by Hillrom certified technicians. Routine delivery is available Monday through Friday. Delivery can normally be expected within 24 hours of order placement. Hillrom will respond to an emergency need for Hillrom rental products 24 hours a day, 7 days a week, including all holidays. Customer agrees to return rental products to Hillrom promptly upon demand and will cooperate with Hillrom to make rental products available for pickup by Hillrom at any time during normal business hours following notification to Hillrom that the product will no longer be in service. Notwithstanding the above, the parties agree that Hillrom may not always be able to promptly pickup

the product and that, in the event that the product is not promptly picked up, Hillrom shall not be responsible for any storage fees while the out-of-service product awaits pick-up.

5. Emergency Service and Repair: Hillrom will respond to a request for emergency service or repair 24 hours a day, 7 days a week, including holidays. For Pickup, Delivery, or Emergency Service, please call 1-800-638-2546.

6. Use of the Products: Customer agrees to operate the rental products only in the manner for which they are intended and in compliance with manufacturer specifications, any warning labels affixed to the equipment and other information supplied by Hillrom or the manufacturer.

7. Maintenance of the Products: Hillrom shall provide all maintenance, repairs, and servicing for the rental products. In the event the products need maintenance, repair or servicing, the Customer shall promptly notify Hillrom, whereupon Hillrom will either repair or service the products on-site or provide suitable replacement products, as applicable. If rental products shall require routine preventive maintenance while in the possession of Customer, Customer will cooperate with Hillrom to make such rental products available for maintenance by Hillrom. In the event Customer fails to make rental products available for preventive maintenance, Customer shall indemnify and hold Hillrom harmless

from any and all claims, demands and costs resulting from such failure. The Customer shall not perform or allow any maintenance, servicing, modifications, repairs, improvements or alterations to the products other than by Hillrom.

8. Payment Terms: Invoices are payable net thirty (30) days from date of invoice. Unless waived by Hillrom in writing, overdue invoices shall be subject to a late payment charge equal to the lesser of (i) one and one half percent (1 1/2%) per month or (ii) the maximum rate allowed by law. Customer agrees to pay Hillrom for any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by Hillrom to collect any amounts owed to it, enforce any of its rights or seek any of its remedies hereunder. In the event Customer has directed that the charges hereunder be billed to another person or organization, and payment is not made by such person or organization within ten (10) day after invoice date, Customer shall still remain liable hereunder. Customer is advised that the Customer may be obligated to properly

reflect and/or report any discount, rebate or reduction in price in its costs claimed or charges made to federal (e.g. Medicare) or state (e.g. Medicaid) health care programs requiring such disclosure. The invoices provided by Hillrom to Customer may not reflect the net cost to the Customer. Customer shall make written request to Hillrom in the event Customer requires additional information in order to meet applicable reporting or disclosure obligations.

9. Limited Warranty: Hillrom warrants that the rental products will be in proper working order and condition when delivered. THE FOREGOING WARRANTY CONSTITUTES THE SOLE WARRANTY MADE BY HILLROM AND IS IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER REMEDIES. IN NO CASE SHALL HILLROM BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DELAYS. NO EMPLOYEE OR REPRESENTATIVE OF HILLROM IS AUTHORIZED TO CHANGE THIS WARRANTY IN ANY WAY OR GRANT ANY OTHER WARRANTY.

10. Product Interface: Customer shall be responsible for ensuring to Customer's satisfaction that any equipment and accessories not supplied by Hillrom that are used with Hillrom products properly interface or operate with Hillrom products. Hillrom shall not be liable to Customer or any third person for personal injury or property damage arising from the use of third party equipment and accessories with Hillrom products.

11. Title and Risk of Loss: The rental products are, and shall at all times be and remain, the sole and exclusive property of Hillrom, and Customer shall have no right, title or interest in or to the rental products except as expressly set forth herein. All replacements, substitutions, modifications, alterations and repairs to the rental products shall become a component part of the rental products and shall be included under the terms hereof, and title thereto shall remain at all times in Hillrom. The Customer shall bear all risk of loss, theft or damage to the rental products from the time the products are delivered to the Customer until they are returned to/picked up by Hillrom. Customer shall notify Hillrom promptly when it becomes aware of loss, theft or damage.

Customer shall be liable to Hillrom for the full list price of any rental product that is lost or stolen and the costs of repair and rental loss for any rental product that is damaged while in the possession of the Customer. In the event of loss or theft, daily rental charges shall continue until payment of the list price. The Customer shall not remove the rental products from the location at which they were delivered by Hillrom without the prior consent of Hillrom.

12. Scope: These terms and conditions apply to facility rentals of products from Hillrom. Excluded are rentals of products for placement in a home care setting (or where the rental is subject to third party payer reimbursement). Any rental terms and conditions for The Vest® Airway Clearance System Products govern in the event of any conflict with this document.

13. Miscellaneous: Customer shall be billed for all applicable sales and other taxes until such time as Customer provides a tax- exempt certificate (resale certificate) to Hillrom with respect to such taxes. Applicable taxes will be calculated and billed at time of invoicing. Hillrom shall not be responsible for delivery delays and delays in performance in whole or part from any cause beyond Hillrom’s reasonable control. Hillrom’s obligations shall be subject to approval of Customer's credit. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. Customer shall not assign or transfer this Agreement or any rights its rights or obligations under this Agreement with the prior written consent of Hillrom. Hillrom reserves the right, at any time, to modify, alter, or update these Rental Terms and Conditions, and Customer

agrees to be bound by such modifications, alterations, or updates ('Modification'). Such Modification will be effective immediately upon notice to Customer, which notice may be given by any means, including, but not limited to, posting on the Rental Website and electronic or conventional mail. Customer’s access and use of the Website following any such Modification constitutes Customer’s agreement to accept and comply with these Rental Terms and Conditions as modified.

14. Default. Upon any Event of Default (as defined below), Hillrom shall have the right to exercise any one or more of the following options: (i) terminate this Agreement in whole or in part, (ii) declare all unpaid charges to be immediately due and payable, (iii) take possession of any or all Products, wherever located, without demand or notice, without any court order or other process of law and without liability to Customer for any damages occasioned by such taking of possession, and/or (iv) pursue any other remedies existing at law or in equity. “Event of Default” means Customer fails to pay when due any amount required herein to be paid, breaches any of the terms or conditions of this Agreement, ceases doing business as a going concern, has a petition filed by or against it

under any of the provisions of applicable bankruptcy laws then in effect, makes an assignment for the benefit of creditors, calls a general meeting of creditors or attempts any informal arrangement with creditors, or a receiver or any officer of a court is appointed to have control of any of Customer’s property.

15. Software License Terms for Centrella® Smart+ Bed (including Centrella® Smart+ Bed with Contact-Free Continuous Monitoring): If Customer places an order for the Centrella® Smart+ Bed (“Centrella Bed”), Customer agrees to abide by the software license terms set forth in this Section 15. For purposes of this Section 15, “Software” means the object code version of the accompanying and embedded software in the Centrella Bed and all third-party software that Hillrom or a Hillrom affiliate may have purchased, licensed, or otherwise acquired from third parties and delivered to Customer as part of the Centrella Bed.

(i) License Grant. Hillrom hereby grants to Customer, and Customer accepts, a non-exclusive and non-transferable license to use the Software in machine-readable, object code form only, and related product documentation or user guide (the “Documentation”) solely for the intended purposes of the Software as set forth in the Documentation and in accordance with the provisions contained herein, subject to payment of any applicable rental fees for the Centrella Bed with the Software and subject to the Restrictions (as such term is defined below).

(ii) Restrictions. The Software may be used only in conjunction with the Centrella Bed in which it was initially installed. Customer may not install the Software in any other hardware or a network server, use the Software in a time-sharing arrangement, or use the Software in any other unauthorized manner. Further, no license is granted to Customer in the human readable code of the Software (source code), and Customer agrees that Customer shall not access the source code or have any rights therein. Except as provided below, this Section 15 does not grant Customer any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation. Customer agrees that it has no right, power, or authority to make any modifications to or unauthorized copies of the Software. The license granted in this Section 15 does not include, and Hillrom does not grant to Customer: (i) the right to grant sublicenses to third parties,

(ii) the right to reproduce (duplicate) the Software and any portions thereof in copies or records, or (iii) the right to distribute the Software and any portions thereof or any rights therein by sale or other transfer, or by license, lease, rental, or lending (collectively, “Restrictions”); provided, however, that any transfer of the Centrella Bed with embedded Software in connection with a sale of all or substantially all of Customer’s assets, a merger, or a corporate reorganization shall not constitute a breach of the Restrictions. Customer agrees not to modify, translate, reverse engineer, decompile, disassemble, decrypt, or create derivative works of the Software or assist someone in performing such prohibited acts. Customer may not remove, alter, or obscure any product identification, copyright notices, or other proprietary rights notices embedded within or on the Software.

(iii) Title. This Section 15 does not convey to Customer any title or interest in the Software, but only a limited right of use terminable in accordance with the terms of this Section 15 or the applicable agreement governing Customer’s order. Customer agrees that Hillrom owns and holds title to the Software and any Documentation and all subsequent copies thereof regardless of the form or media. Furthermore, title, ownership rights, and intellectual property rights in the Software and anyDocumentation shall remain with Hillrom. The Software and any Documentation are protected by copyright and other intellectual property laws and by international treaties.

(iv) Import/Export Restrictions. Customer agrees not to import or export the Software or any Documentation (or any copies thereof) or any products utilizing the Software or any Documentation in violation of any applicable laws or regulations of the United States or the country to which Customer has imported or exported. Customer agrees to indemnify Hillrom from liability if Customer violates any such laws or regulations.

(v) Termination. Hillrom may terminate Customer’s license for the Software upon written notice of termination if Customer fails to comply with any term or condition of this Section 15. In the event of Customer’s breach of this Section 15, Hillrom shall be entitled to recover from Customer its reasonable attorneys’ expenses and fees relating to Hillrom’s enforcement of its rights and requirements under this Section 15.

(vi) Limited Warranty for Software. Hillrom warrants that for the rental period of the Centrella Bed, if operated as directed, the Software will substantially achieve the functionality described in any Documentation. Hillrom does not warrant, however, that Customer’s use of the Software will be uninterrupted or, that the operation of the Software will be error-free. Hillrom's sole liability for any breach of this warranty shall be, in Hillrom's sole discretion (i) to repair Customer’s defective media or Software or (ii) to replace Customer’s defective media or Software. Repaired, corrected, or replaced Software and Documentation shall be covered by this limited warranty for the period remaining on the rental of the Centrella Bed. If any modifications are made to the Software by Customer’s during the rental period, if the media is subjected to accident, abuse, or improper use or if Customer violates Section 15, then this warranty shall immediately terminate. This warranty shall not apply if the Software is used on

or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Software was designed to be used as described in the Documentation. Hillrom, in its sole discretion, may release, deploy or install (either locally or via remote connection) software updates, patches or corrections/fixes to the Software as required. This warranty shall not apply to any product defect caused solely by Customer’s failure to accept and use the currently updated version of the Software as provided and released by Hillrom. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOFTWARE AND DOCUMENTATION ARE LICENSED

“AS IS.” HILLROM MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE ABOVE LIMITED PERIOD. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF HILLROM IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY.

(vii) Medical Care. Customer agrees that Hillrom is not engaged in the practice of medicine and that the Software is an information tool only and is not a substitute for the competent human intervention and professional judgment of Customer’s healthcare providers in diagnosing and treating patients. Customer acknowledges that Customer has full and sole responsibility for the delivery of medical care to Customer’s patients, and any use of or reliance by Customer or Customer’s healthcare providers upon the Software or the Centrella Bed shall not diminish or alter such responsibility.

(viii) Third Party Software. The Software may contain software known as “free” or “open source” software (“FOSS”). Hillrom uses and supports the use of FOSS. To learn more about FOSS that may be used by Hillrom in the Software, visit www.hillrom.com/opensource. Where required, a copy of FOSS source code is available on the FOSS website. Notwithstanding anything to the contrary, Hillrom’s disclaimer of warranty and limitation of liabilities as set forth herein shall apply to FOSS.

(ix) Product Data. Customer hereby acknowledges and agrees that Hillrom has the right, to the extent permitted by applicable law, to collect, use and disclose non-personally identifiable data created by its products including by the Software (“Data”), to test, improve, provide and develop Hillrom products and services. Such Data typically includes, but is not limited to, head of bed angle, side rail position, use of the scale, use of the CPR lever, and bed height.

(x) Indemnification. Customer agrees to defend, indemnify, and hold harmless Hillrom, its suppliers, and its resellers from and against liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys’ fees) arising from any claims from any third party that result from or relate to Customer’s use, reproduction, or distribution of the Software, or Customer’s breach of any representation, warranty or obligation under this Section 15.

(xi) BY ORDERING THE CENTRELLA BED, CUSTOMER IS ACCEPTING AND AGREEING TO BE BOUND BY THIS SECTION 15. IF CUSTOMER DOES NOT AGREE TO THIS SECTION 15, DO NOT ORDER THE CENTRELLA BED.