Terms and Conditions
1.Conditions of Transactions. Upon written acceptance of this Quote or Invoice, as applicable, (email being acceptable), the buyer agrees to all terms and conditions of this Quote or Invoice (the “Terms”), including without limitation, all pricing, payment and shipment terms. No other terms or conditions shall apply to the Quote and/or Invoice (a applicable) or any products referenced in the Quote or Invoice, as applicable, unless agreed to by NICE in writing. All orders shall additionally be subject to acceptance and approval by NICE, at NICE’s sole discretion.
2.Entire Agreement. These Terms comprise the complete and final agreement between NICE and Customer concerning the subject matter of the attached Quote or Invoice (as applicable), and supersede all prior negotiations, proposals, representations, commitments, understandings, or agreements between the parties, either written or oral.
3.Quotations and Pricing The attached Quote or Invoice (as applicable) reflects the pricing for all products and services being purchased by Customer. Pricing is inclusive of any travel related expenses that may be incurred by NICE in connection with the provision of such products and services. The pricing set forth on the attached Quote or Invoice (as applicable) is valid for seven (7) days after issuance and may be subject to change or cancellation thereafter. Documents are for Customer’s “own use” and will not be sold or distributed to a third-party.
4.Payment Terms and Taxes All payments shall be made in U.S. dollars and must be received within 60 days of confirmed processing of the purchase order. Payments shall be made via credit card, check, wire transfer or ACH. Customer shall be responsible for all federal, state, and local taxes, including income, excise, use, and sales taxes, and customs and import duties. Sales tax may be added to the invoice in accordance with the laws and regulations of the applicable taxing authorities. Accounts delinquent over 60 days of the due date will be charged at a rate the lesser of (i) 2% per month (or 24% per annum) or (ii) the maximum amount permitted by law. Delivery and Shipping. A 4% processing fee will be added to all payments made by credit cards. For payments by credit card please call NICE at 631-643-9896. Products and/or services will not be shipped, delivered or otherwise provided until the credit card information has been received and processed by NICE. Checks should be made payable to “NICE” and mailed to 465 Southport Street, Ronkonkoma, NY 11779. All delivery/performance dates are approximate and shall not be deemed to represent fixed or guaranteed delivery dates. NICE will use reasonable efforts to meet the indicated delivery dates but shall not be held liable for any loss or damage caused by delay resulting from labor disputes, damage, damage to facilities, failure of contractors, subcontractors, or suppliers to fulfill scheduled deliveries, or any other cause outside NICE’s reasonable control or causes which make NICE’s performance commercially impracticable. All Products shall be shipped FOB Origin, Freight Pre-Paid and Added to Invoice, with Customer being responsible for freight and all other shipment and delivery costs, including, without limitation, packaging, carrier costs, and additional cost for expedited shipments. NICE may, in its sole discretion, deliver products to Customer’s designated location. Any Purchase Orders previously accepted by NICE may be canceled at any time upon notice to Customer. It is Customer’s responsibility to advise NICE of any inaccuracies contained in the shipping address set forth on this Quote or Invoice (as applicable) and NICE shall not be liable for any delays in shipment resulting from a failure by Customer to provide a correct shipping address. Once accepted, this Invoice or Quote (as applicable) cannot be canceled and there will be no refunds issued following acceptance.
5.Training/Inspections NICE will use commercially reasonable effort to provide all trainings and inspections on their scheduled date but may, from time to time, cancel or reschedule a training. Customer may cancel a scheduled training or inspection by providing NICE with written notice at least three (3) weeks prior to the date of the scheduled training or inspection. Any failure to provide at least three (3) weeks’ notice may result in the Customer being charged a $500 cancellation fee.
6.INSURANCE Upon Customer’s written request, NICE shall provide the Customer with a current Certificate of Insurance evidencing the NICE’s existing insurance coverage.
7.RETURNS. All sales are final and returns will not be accepted by NICE.
8.Incentives Customer acknowledges that if Customer is a medical provider or participates in a federal or state healthcare program, any incentive, discount, rebate, or reward offered under this Agreement may constitute a discount or reduction in price subject to Section 1128B(b)(3)(A) of the Social Security Act 42 U.S.C. 1320a-7b(b)(3)(a) (the “Anti-Kickback Statute”). To the extent Customer is subject to the provisions of the Anti-Kickback Statute, Customer agrees that it shall disclose any such discounts or reductions in price under any state or federal program that provides cost or charge-based reimbursement to the Customer for the Products covered by this Agreement
9.Compliance with Laws Customer agrees to comply with all applicable state, federal and local laws and regulations with respect to the use of any products and services and complete and submit all required information documentation to applicable governmental agencies, including without limitation an appropriate collaborative agreement with an emergency health care provider, as required by Section 3000-b of the New York State Public Health Law.
10.Warranty Manufacturer warranties apply. NICE does not offer additional warranties, including merchantability or fitness for purpose. Any failure by Customer to use the products in accordance with product instruction and specifications will result in the warranty being voided. NICE may repair, replace, or refund at its discretion. CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY OR FOR ANY BREACH OF THE CONTRACT DOCUMENTS SHALL BE, AT NICE’S OPTION, TO REPAIR OR REPLACE THE PRODUCT, OFFER A CREDIT OR OFFER A REFUND.
11.Limitation of Liability IN NO EVENT SHALL NICE OR ITS OFFICERS, DIRECTORS AND EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES SUFFERED BY CUSTOMER, OF ANY KIND WHATEVER AND HOWEVER CAUSED, AND WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, AND EVEN IF FORESEEABLE OR SUFFERED IN CIRCUMSTANCES WHERE NICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.
12.Force Majeure In the event that NICE is prevented from performing or is unable to perform any of its obligations under the Invoice due to any Act of God, fire, casualty, flood, war, strike, lockout, epidemic, destruction of facilities, riot, insurrection, or any other cause beyond the reasonable control of NICE, NICE’s performance shall be excused and the time for the performance shall be extended for the period of the delay or inability to perform due to such occurrences.
13.Waiver of Jury Trial CUSTOMER AGREES TO WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF ANY DISPUTE OR CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THESE TERMS AND THE INVOICE.
14.Governing Law These Terms will be governed by and construed in accordance with the applicable laws of New York, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the state or federal courts in Suffolk County, New York.
15.Non-Solicitation. Customer agrees that Customer shall not directly or indirectly solicit, contact or attempt to solicit or contact any employees of NICE for the purpose of hiring such employee or inducing such employee(s) to provide services or products directly to Customer or to leave NICE’s employ or discontinue providing services on behalf of NICE.
16.Miscellaneous No course of dealing between the parties or any waiver of a breach of any provision of the these Terms shall constitute a waiver of any other breach of such provision. Should any provision of these Terms be held invalid or unenforceable, the remaining terms will remain in full force and effect. Each party shall be deemed an independent contractor of the other. Neither party shall be deemed an agent of the other. All information set forth in this Quote is the confidential and proprietary information of NICE and may not be shared with third parties without the prior written consent of NICE.