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Terms & Conditions
HILL-ROM COMPANY, INC.
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, Hillrom OnDemand (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.
Billing: Per Diem charges with respect to each order shall begin to accrue on the calendar day Hillrom delivers a rental product to Customer regardless of time of day. A Customer (on site) rental product storage option may be offered to Customers at Hillrom’s discretion; if such a storage option is offered by Hillrom, and charges for stored items shall begin on the calendar day of patient placement regardless of time of day. Charges shall continue to accrue until the calendar day, regardless of time of day, Hillrom is notified the rental product is no longer required, as identified by Hillrom’s receipt of notice from Customer that the product has been taken out of service and is ready for pick-up by Hillrom. Thus, the order shall be deemed complete and charges shall cease on the date when Hillrom receives such notice by the Customer contacting Hillrom’s National Call Center at 1-800-638-2546 or by booking a pick-up on the Rental Website. Upon providing notice to Hillrom that the product has been taken out of service, Customer represents and warrants that it will no longer utilize the product for any patient care services and that any use invalidates the termination of the rental period. If the Customer requires the issuance of a Purchase Order, it is the obligation of the Customer to provide a P.O. number when ordering a Hillrom rental product. Should an order be placed during such time that a P.O. number is not available immediately (nights, holidays or weekends), Customer agrees to provide this P.O. number on the first weekday following rental unit delivery.
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 pick-up 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.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.
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.
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.
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.
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.
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.
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.
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.
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.
Interaction with GPO Contracts.
(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. However, if these Rental Terms and Conditions are in additional to the terms and conditions in any applicable GPO contract, then these Rental Terms and Conditions 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.
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 group purchasing organization or other purchasing organization 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.