Multi Vendor Terms & Conditions
North America: Bayer Healthcare Multi-Vendor Service Terms & Conditions
Background. Bayer Medical Care, Inc. ("Bayer") is a business of Bayer HealthCare and agrees to provide services to Buyer under the terms set forth in this Agreement.
1. Modifications. The terms on this Quote are not subject to verbal changes or other agreements unless approved in writing by Bayer's Corporate Office. The prices on this Quote are subject to approval by Bayer's Multi Vendor Service Office.
2. Acceptance. Bayer's products and services are sold only under the terms and conditions stated on this quotation. Acceptance of any Purchase Order is expressly and exclusively made conditional on your assent to these terms and conditions. Any different or additional terms and conditions that may appear in your Purchase Order or any other document sent by you, shall have no effect. Bayer expressly objects to and rejects all inconsistent or additional terms, conditions and limitations contained on any of your forms or other writings. If you do not communicate your objection to these terms and conditions in writing and within a reasonable time, or if you accept the product or services covered by this Quote, you will be deemed to have accepted these terms and conditions and they will control in all instances.
3. Pricing. Prices are based on costs and conditions existing on the date of this Quote and are valid for seven (7) days from date of this Quote. Repairs may require purchase of proprietary components, which may require charges over and above what is reflected in this Quote. Defective Products which have been altered or previously repaired (including products that no longer contain all original OEM parts) may require additional work and charges and such alteration or previous repairs may impact Bayer's ability to repair such Defective Products. Therefore Bayer reserves the right to alter the pricing quoted or decline to repair such Defective Products. The pricing for products and services provided under this Quote may reflect or be subject to discounts, rebates, or other price reduction programs. Please be advised that you are obligated to: a) fully and accurately disclose the amount of any such discounts, rebates, or other price reductions in cost reports or claims for reimbursement to Medicare, Medicaid, or health care programs requiring such disclosure and b) provide such documentation to representatives of the Secretary of the Department of Health and Human Services and state agencies upon request. Unless noted otherwise, the value of any product listed as $0.00 on this Quote may constitute a discount that you should evaluate when filing such reports. You may request additional information from Bayer in order to meet your reporting or disclosure obligations, by writing to the address set forth in this Quote.
All payments are due net thirty (30) days on the total invoiced amount. Bayer's Corporate Office must approve any payment terms other than net thirty (30) days.
4. Warranty. Bayer warrants that the specific repair performed by Bayer and/or any new or replacement product purchased outright or on exchange from Bayer("New or Replacement Product"), shall be free from defects in workmanship or material under proper, normal use for a period of ninety (90) days from the date Bayer ships either the product that is repaired by Bayer (the "Repaired Product") back to you or ships you a New or Replacement Product. During the warranty period, there shall be no charge for any action deemed necessary by Bayer, including parts, travel or labor to fulfill the terms of the warranty, during normal business hours (8:00 a.m. to 6:00 p.m. EST/EDT, Monday through Friday, except holidays). If the defect or problem is not related to the specific repair performed by Bayer and warranted hereunder, or if it is a result of misuse or abuse, Bayer shall at your option: a) repair the product and charge you Bayer list price for the repair, b) return the product to you unrepaired, or c) source a replacement product at current market price.
5. Warranty Exclusions. EXCEPT AS PROVIDED IN SECTION 4, BAYER EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE EXPRESSLY EXCLUDED. IN NO EVENT SHALL BAYER BE LIABLE FOR ANY LOST PROFITS OR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR OPERATION OF BAYER'S PRODUCT OR SERVICE. IN NO EVENT IS BAYER RESPONSIBLE FOR DAMAGES THAT EXCEED THE PAYMENT, IF ANY, RECEIVED BY BAYER FOR THE PRODUCT OR SERVICE FURNISHED, OR TO BE FURNISHED, PURSUANT TO THIS QUOTE. Some states do not allow the exclusions on limitation of incidental or consequential damages, so the above limitations may not apply. This Limited Warranty gives you specific legal rights and you may also have other rights.
6. Loaner Units. Bayer will provide you with a loaner unit during transit, evaluation and repair of the product that you sent to Bayer for repair (the "Defective Product"). This loaner unit will be provided free of charge except that charges will apply in the following situations:
a) If Bayer ships a loaner unit to you and you fail to send the Defective Product to Bayer within five (5) days (ten (10) days for international orders), a charge of $150.00 a day will be charged for the loaner unit until it is returned. If the loaner unit is not returned within thirty (30) days you will be charged for the full market value of the loaner unit.
b) Once Bayer receives the Defective Product, the loaner unit will be available to you free of charge for 5 days (10 for international orders) from the time Bayer notifies you of the recommended course of action for repair or exchange of the Defective Product. If you do not either return the loaner unit or request that Bayer repair or provide an exchange of the Defective Product within such period, you will be charged $150.00 a day for the loaner unit until it is returned. If the loaner unit is not returned within 30 days you will be charged for the full market value of the loaner unit.
c) Once Bayer either returns the Repaired Product to you or ships a New or Replacement Product to you, you must return the loaner unit to Bayer within 5 days (10 days for international orders). If you do not return the loaner unit within such period, you will be charged $150.00 a day for the loaner unit until it is returned. If the loaner unit is not returned within 30 days you will be charged for the full market value of the loaner.
d) If, after Bayer notifies you of the recommended course of action for repair or exchange of the Defective Product, you request a return of the Defective Product and reject any service by Bayer, you will be charged a $150.00 evaluation fee and the appropriate loaner fee for the use of the loaner unit ($500.00 for Standard Transducers, and MRI Coils,$750.00 for High End Transducers and Mechanical 3D/4D Transducers, and $1250.00 for Transesophogeal (TEE) Transducers excluding the X7-2T in which fees are outlined on quotation and subject to change). There is no charge for the loaner unit if you request a repair or replacement by Bayer.
e) If a loaner unit is damaged or is in need of repair or replacement after you return it to Bayer, you will be charged the lower of the Bayer repair list price if repairable or the market value of the loaner unit unless otherwise agreed to Bayer in writing prior to the provision of the services.
7. New or Replacement Products. In the event that you choose to purchase a New or Replacement Product, you may have the option to return to Bayer your defective product (the "Defective Core") in exchange for a New or Replacement Product that you have purchased from Bayer. After you receive your New or Replacement Product you must ship the Defective Core to Bayer within 5 business days (10 business days for International shipments). In order to receive credit for the return of the Defective Core, the Defective Core returned must be the same part number and revision level (equal to or greater than) of the product purchased, all parts must be fully intact and the Defective Core must contain the original serial number and meet common industry acceptance criteria. Bayer reserves the right to refuse or return any Defective Cores that do not meet the requirements herein. If a Defective Core meeting these requirements is not received by Bayer within 10 business days from the time you received the New or Replacement Product, you will be sent an invoice for the fair market value of the Defective Core.
8. The loaner units and Defective Cores must be sent to the applicable address below with the RMA # clearly visible on the box, unless otherwise agreed to in writing by Bayer prior to the provision of such service.
For TEE Ultrasound Transducers, Ultrasound Parts, and MR Coils
TEE Transducer / MR Repair Facility
Bayer Medical Care, Inc.
625 Alpha Drive
Pittsburgh, PA 15238
Phone: (412) 767-2400, Fax: (412) 406-1620
For Standard and Mechanical 3D/4D Ultrasound Transducers
Standard Transducer Repair Facility
Bayer Medical Care, Inc.
12505-A EAST 55TH STREET
TULSA, OK 74146
Phone: (918) 459-3844, Fax: (918) 459-3856
9. Restocking Fee. New or Replacement Products that are returned by the customer due to no fault of Bayer are subject to a (40%) restocking fee. New or Replacement Products must be returned to Bayer within 10 business days, be fully functional and show no signs of tampering upon inspection.
10. Force Majeure. Bayer will not be responsible for delays or non-performance directly or indirectly caused by any acts of God, fire, explosion, war, accident, action by governmental authority, inability to procure supplies and raw materials, delays in transportation, work stoppage, court order, and other causes beyond Bayer's reasonable control.
11. Compliance with Laws. In addition to the rights specifically identified here in this Quote, Bayer shall have all rights and remedies conferred by law. Bayer shall not be required to perform its obligations under this Quote if you have defaulted (e.g. failed to pay) on your obligations under this Quote or any other contract involving Bayer. This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, United States of America.
12. HIPAA. Bayer represents that it is not a Business Associate as defined in the Health Insurance Portability and Accountability Act ("HIPAA"). The functions Bayer is required to perform hereunder do not require the use or disclosure of Protected Health Information ("PHI"). To the extent any disclosure of PHI does occur, it is incidental and covered under the incidental disclosure rule found in 45 CFR 164.502(a)(1). In addition, to the extent any such incidental disclosure does occur, Bayer agrees to keep all such information confidential.
By signing below where indicated, you accept all of the terms and conditions set forth in this Quote.
ACCEPTED AUTHORIZED SIGNATURE:
P.O. # _____________ Amount $________