Terms and Conditions

Thank you for your interest in PAL Health Technologies, Inc. ("PAL") products. The following provisions set forth the terms and conditions on which PAL sells its products.

Terms of Sale

Purchase of any products sold by PAL shall be subject to and expressly limited by the terms and conditions contained herein. No changes to, waiver of, or addition to any of these terms and conditions shall be effective unless agreed to in writing and signed by PAL. Buyer acknowledges and agrees that these terms and conditions supersede the terms and conditions of any purchase order or other documentation used by Buyer and, except for delivery and billing addresses, and quantities prices and items ordered, any conflicting or additional terms are void and have no effect, but that Buyer may place orders by use of purchase orders and other documentation for its convenience purposes only. Notwithstanding the foregoing, PAL reserves the right at any time to amend these terms and conditions, and Buyer shall be deemed to accept such amended terms and conditions by ordering products herein offered after the date of such amendment. Additional special terms and conditions of PAL may be applicable with respect to certain products.

Tax Information

Any tax, duty, custom or other fee of any nature imposed upon the products, their sale, transportation, delivery, use or consumption shall be paid by Buyer in addition to the price quoted or invoiced. If PAL is required to prepay any such tax or fee, Buyer will reimburse PAL. Buyer must provide PAL with a resale/exemption certificate in order to avoid the withholding of applicable taxes. No refund or adjustment to previously withheld taxes will be made by PAL sixty (60) days after the invoice date. Proof of certification should be mailed to: PAL Health Technologies, Inc., 1805 Riverway Drive, Pekin, Illinois 61554

Payment

Payment terms are net 30 days from date of invoice. Buyer's obligation to pay outstanding invoices and all other amounts is absolute and unconditional and is not subject to any abatement, reduction, set-off, defense, counterclaim, interruption, deferment or recoupment for any reason whatsoever. Balances remaining unpaid at due date are subject to a interest charge of 1.5% per month or the highest rate permitted by law, whichever is lower, until paid. Any discounts, rebates, administrative fees, credits, or other fees due or owed to Buyer will be applied against delinquent balances before payment or reimbursement is made.

Any disputed amounts should be reported immediately and remitted with the undisputed amount by the payment due date. If PAL agrees with the billing dispute, PAL will credit Buyer the amount of the agreed-upon billing dispute. All billing disputes must be made within six (6) months of the applicable invoice date, or will be deemed to be waived.

PAL reserves the right in its sole discretion to require prepayment from any Buyer at any time and may refuse to sell and/or withhold further shipment until all overdue balances are made current. Buyer shall be liable for, and shall reimburse PAL for all costs and expenses it may incur in connection with collection of any amounts owed to PAL or enforcement of its rights, including without limitation, reasonable attorneys' fees and expenses, court costs, and cost of collection agencies.

Returned Goods Policy

Product/Supplies returns are subject to the following conditions:

Supplies

Platinum Braces

Custom Foot Orthotics

Warranty

Custom Foot Orthotics & Platinum Braces

EXCEPT AS EXPRESSLY PROVIDED HEREIN, PAL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED WITH RESPECT TO ANY PRODUCTS, PARTS OR SERVICES PROVIDED BY PAL INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Products distributed, but not manufactured, by PAL are not warranted by PAL and Buyer must instead rely on the representations and warranties, if any, provided directly to Buyer by the manufacturer of such product.

The sole and exclusive remedy for breach of any warranty is limited to the remedies provided in the paragraph above.

Miscellaneous

  1. Any required notices shall be given in writing, in the case of PAL, at the address set forth below, and in the case of Buyer, at the address designated on Buyer's purchase order or to such other address as either party may substitute by written notice to the other and shall be deemed given upon personal delivery, overnight delivery or three days following deposit in the mail.
  2. Except as expressly provided herein, no changes or modifications to, or waiver of, any of these terms and conditions shall be valid or binding on either party unless in writing and signed by an authorized representative of each party. PAL's failure or delay to exercise or enforce any of its rights hereunder shall not constitute or be deemed to be a waiver of such rights or forfeiture of such rights, and PAL may, at its option, from time to time, exercise any of its rights or remedies.
  3. These terms and conditions bind Buyer and its successors and permitted assigns.
  4. PAL will use its reasonable efforts to fill orders, but PAL shall not be liable for nonperformance or delays caused by a shortage of raw materials, manufacturing problems, delivery or labor problems, priorities, acts of regulatory agencies or judicial bodies, discontinuation of a product line, acts of God or third parties, infringement claims, or other causes beyond its reasonable control. Buyer agrees that in such events PAL may allocate products among all purchasers as it deems reasonable, without liability. PAL reserves the right from time to time to substitute a product with a product that has the same function as such product, or to delete a product.
  5. The products are sold subject to Illinois law. These terms and any dispute or claim relating to these terms or the sale of products ("Claim") shall be governed by and construed under Illinois law, notwithstanding its law of conflicts of law. If any Claim cannot be settled amicably between the parties, such Claim shall be settled by arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator(s) shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof. Any arbitration shall be held in Peoria, Illinois.
  6. PAL shall promptly deliver written notice or verbal, followed by written, notice of any recall of Product. PAL shall replace, to the extent reasonably possible, any such recalled Products as soon as practicable with comparable Products not subject to such recall.
  7. Buyer may not change, adulterate, obscure, remove or deface trademarks, tradenames or labels appearing on any Product of PAL.
  8. If the pricing offered by PAL to a Buyer constitutes a discount or other reduction in price under Section 1128(b)(3)(a) of the Social Security Act 42 U.S.C. 1320a-7b(b)(3)(a), and 42 C.F.R. 1001.952(h), Buyer shall disclose the discount or reduction in price to the fullest extent required under any state or federal program that provides cost or charge-based reimbursement to Buyers for products. This act requires, among other things, that Buyer fully and accurately report on any claim or request for payment it submits to Medicare and Medicaid the actual purchase price paid by Buyer for products, net of any discounts, rebates or allowances. Buyer may also be required, upon request, to provide documentation of the discount or other reduction in price to the Secretary of Health and Human Services.
  9. In all cases, all intellectual property rights in and to, and all technology relating to, the Products supplied to Buyer, their design and all improvements thereto or thereof, whether or not such Product, design or improvement is made pursuant to Buyer's specifications or at Buyer's expense, shall be and remain the exclusive property of PAL.
  10. Any knowledge or information that Buyer may disclose to PAL shall not be deemed to be confidential or proprietary information, and shall be acquired by PAL free from any restriction.
  11. PAL SHALL NOT IN ANY EVENT BE LIABLE TO BUYER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGE FOR LOST PROFITS), OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH FURNISHING OF PRODUCTS, PARTS OR SERVICE HEREUNDER, OR THE PERFORMANCE, USE OF, OR INABILITY TO USE ANY PRODUCTS, PARTS OR SERVICE, OR OTHERWISE, WHETHER BASED IN CONTRACT, WARRANTY, TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY. PAL'S TOTAL LIABILITY FOR ANY CLAIM OR ACTION SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OUT OF WHICH SUCH CLAIM OR ACTION AROSE.
  12. Buyer represents and warrants to PAL that Buyer has obtained the written consent or authorization from the individual who is the subject of the orthoses order Buyer is submitting. In particular, Buyer represents that Buyer has obtained all authorizations required under the Health Insurance Portability and Accountability Act of 1996 and other applicable federal and state laws from such individual permitting Buyer to disclose such individual's protected health information, as that term is defined under 45 C.F.R. Part 160 and Part 164, Subparts A and E, as amended, to PAL.

Shipping

  1. Freight charges will be prepaid when orders are shipped via a transportation mode and carrier selected by PAL. Unless otherwise stated in an agreement, shipment of infusion devices and systems will be made F.O.B. Origin.
  2. When expedited delivery, specialized service, or alternate transportation modes are requested, or if requests are inconsistent with efficient distribution practices, an additional charge to cover the premium expense will be added to the invoice. Inside deliveries or multiple deliveries are subject to additional charges based on current common carrier rates or hourly rates.

Proof of Delivery

PAL will provide proof of delivery upon request. If excessive proofs of delivery are requested, PAL may charge a service fee to offset its administrative costs.

Damage or Loss in Transit

Identity of items and extent of damage or loss must be noted on Buyer's copy of delivery document by the agent of the transportation company. If damage is discovered after receipt of shipment, notify the transportation company immediately and request that inspection be made and an inspection report rendered. Concealed shortages or damages within palletized shipments must be reported to PAL Customer Support within 72 hours of delivery or credit will not be allowed. PAL will issue a credit for the loss or damage and file a claim with the carrier, provided Buyer's request is promptly forwarded to PAL and received within ten (10) days of delivery. This claim request must be accompanied by a delivery receipt or an inspection report upon which the transportation company has properly noted such damage or loss.

Send copy of carrier freight bill to Customer Support indicating item and quantity damaged or not received.

Buyer is responsible for counting and inspecting its freight before carrier departs. Damaged merchandise should not be accepted.

Please forward all information to:
Customer Support
PAL Health Technologies, Inc.
1805 Riverway Drive
Pekin, Illinois 61554