HILL-ROM COMPANY, INC.
RENTAL TERMS AND CONDITIONS
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 Care Customer Service Center at 1-800-426-4224, option 2 or by booking a pick-up on Hillrom’s e-commerce website, Hillrom OnDemand. 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 clinical specialists. 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 Monday – Friday 7a.m. to 8p.m. (CDT), 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 Monday – Friday 7a.m. to 8p.m. (CDT), including holidays. For Pickup, Delivery, or Emergency service call Hillrom Acute Care Customer Service at 1-800-426-4224, option 2.
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 when delivered the rental products will be in proper working order and condition. 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.
Force Majeure: Hillrom shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, pandemics or acts of God, in which event Hillrom shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.
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. These terms and conditions supersede any inconsistent agreements and understandings, oral or written, between the parties, including any terms and conditions in any documentation submitted by Customer to Hillrom, unless agreed to in writing by an authorized representative of Hillrom. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.
Appendix C
