Hokanson Purchase Order Terms and Conditions
All references to “us,” “our” or “Hokanson” mean D.E. Hokanson, Inc. All references to “you” or “Buyer” herein mean the person or entity submitting a purchase order.
1. OFFER AND ACCEPTANCE. This purchase order constitutes your offer to buy goods or services according to the description and other terms as outlined herein and as set forth elsewhere on our website. The minimum order amount is $30.00. Hokanson’s acceptance of your order is limited to the terms and conditions hereof. Any additional or different terms shall not become a part of this order without the express written consent of Hokanson. Our issuance of a sales order acknowledgement, shipment of goods or commencement of work shall constitute a definite and reasonable expression of acceptance of this order.
Payment terms are net 30 days on approval of credit. Hokanson customers can also pay for orders with Visa, MasterCard, American Express, prepayment check, wire transfer, or orders can be shipped C.O.D. in the U.S. Credit card payments made after orders have shipped will be assessed an additional 2% fee to compensate for the credit card transaction fee. Past due bills will have 1.5% per month fee added. All prices quoted are F.O.B. Bellevue, Washington, U.S.A.
2. WARRANTIES. Hokanson warrants that (i) all goods and services will be furnished in strict accordance with the provisions of this order, the specifications, drawings and other descriptions furnished by Hokanson, (ii) will be free of defects in design, workmanship and material, (iii) will be merchantable and fit for the intended use of such goods or services, and (iv) will comply with all applicable laws relating to such goods or services. Hokanson further warrants title to the goods and that the goods will be delivered free and clear of all liens, claims or encumbrances. Your rights and remedies for any breach of the foregoing warranties shall be as set forth herein or as required by law.
3. LIMITATION OF LIABILITY. THE REMEDIES DESCRIBED HEREIN ARE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY OR THESE TERMS AND CONDITIONS. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR GOODS AND SERVICES PURCHASED FROM US, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER DIRECT OR INDIRECT, INCLUDING LOST PROFITS.
SOME STATES DO NOT ALLOW THE EXCLUSION OF LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
4. INSPECTION; REMEDIES AND REPAIRS. All goods and services will be subject to your inspection and rejection or acceptance after delivery at final destination. Upon rejection of any goods, you may return such goods to us for full credit, less a 10% restocking fee, provided that (i) the return is postmarked within 30 days of your receipt of such goods, and (ii) when we receive the returned goods they are sealed, unopened, unused, and in new condition. You are responsible for return shipping. Products custom made to order such as strain gauges and custom blood pressure cuffs are not returnable for credit. If you and Hokanson have agreed in advance to any operating tests, you may reject the goods at the time of such operating tests, provided the operating test was conducted within the design specifications and intended use. You may also reject any goods or services found to be defective, nonconforming or failing to meet any of Hokanson’s warranties. Goods rejected at operating tests or goods that are defective, nonconforming or failing to meet any of Hokanson’s warranties may, at Hokanson’s option, be returned for full credit or replaced by Hokanson.
In addition, the following Hokanson products carry the specific warranty described below, provided that the goods have not been (i) abused, (ii) used other than for their intended purpose, (iii) used in a manner that does not comply with any instructions from Hokanson, or (iv) repaired by an unauthorized person. Electronic instruments carry a warranty against defects in parts, workmanship and performance for a period of five years from the date of delivery. Durable blood pressure cuffs are warranted for two years. Transducers, strain gauges, and accessories are warranted for one year. Batteries are excluded from this warranty.
Warranty repairs are free of charge when the instrument is returned to us prepaid. Some items are not repairable and may be replaced, at Hokanson’s option, during the warranty period. Return shipment will be made at our expense in a manner similar to your shipment to us. If for any reason we are unable to repair your instrument within five working days we will provide a free loaner instrument at our expense. Please notify Hokanson prior to returning any items for repair or replacement.
5. SERVICE TERMS. Hokanson will service any instrument we have ever manufactured, regardless of the manufacture date. Rental and loaner instruments are available to Buyer under the following conditions:
If repair takes more than five working days, we will furnish a free rental instrument (loaner) at our expense. Freight charges will be the responsibility of Hokanson.
If the instrument is within the warranty period and the customer requires a rental instrument to continue lab operations during equipment repair, a loaner will be provided free of charge, but air freight charges will be the responsibility of the customer.
After the warranty period, if the customer requires a rental instrument to continue lab operations during equipment repair, standard charges are 10% of the instrument’s value per month, plus all air freight charges. Minimum rental is one month.
All repairs received by Hokanson are subject to a minimum charge of one half-hour of repair labor, for diagnosis and troubleshooting. Some products may not be repairable or replaceable, and in such case, when available, Hokanson will offer an equivalent product for purchase upon standard terms.
6. INFRINGEMENT CLAIMS. If suit is brought against Buyer alleging that the goods as such or any parts or equipment covered by this order or their use as such constitute an infringement of any patent, trademark or other right of any third party, Hokanson shall defend Buyer and pay any awards against Buyer, including reasonable attorney’s fees, for such infringement provided Buyer gives Hokanson prompt written notice and permits Hokanson to defend any such claims.
7. SHIPMENT, PACKAGING AND ROUTING. Shipping fees and costs, including shipping insurance, are prepaid by you. You should immediately notify Hokanson of any damage resulting from improper handling during shipment. Hokanson will pursue any claims against the carrier. If you request a specific carrier other than the one used by Hokanson, we will charge you an additional processing fee, and you will be primarily responsible for pursuing any claims against such carrier. Hokanson will cooperate in good faith in connection with any such claims. For shipping outside of the United States, there may be additional customs or duties payable in connection with such shipment, which must be paid by you.
8. MEDICAL DEVICE REGULATORY COMPLIANCE. Hokanson is certified to the ISO 13485, Quality Management System Standard and meets the FDA 21 CFR 820, Quality System Regulation for medical device manufacturers. All Hokanson medical devices have regulatory approval for sale in the United States and in some other regions. Ask Hokanson whether products are approved for use in your region.
You agree to notify Hokanson immediately if you suspect any Hokanson device has been involved in the injury or death of any person. You will be notified if any product you have purchased from Hokanson is the subject of a recall per FDA 21 CFR 803, Medical Device Reporting or per the medical regulatory requirements in your region.
9. GOVERNING LAW AND DISPUTE RESOLUTION. This order shall be construed under and governed by the law of the State of Washington without regard to conflicts of laws rules. Buyer and Hokanson shall meet in good faith to attempt to resolve informally any disputes arising out of this order. If the parties are unable to resolve such disputes informally, either side may initiate legal action for relief. Venue shall be in the state and/or federal courts of King County, Washington, which shall have the exclusive jurisdiction over the subject of such disputes. In any action to enforce these terms and conditions, the prevailing party shall be awarded all court costs and reasonable attorneys' fees incurred, including such costs and attorneys' fees incurred in enforcing and collecting any judgment.
10. MISCELLANEOUS. Any waiver or failure of either party to require strict compliance with the provisions of these terms and conditions in any respect shall be in writing and shall not be deemed a waiver of such party’s right to insist upon strict compliance thereafter.
This order and these terms and conditions shall not be modified without the express written approval of Hokanson and the Buyer.
Hokanson retains generally all rights and remedies granted to it by operation of law, in addition to those set forth herein.
In case any provision in these terms and conditions shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality, or unenforceability.
11. IMPROPER PAYMENTS, KICKBACKS, GIFTS, GRATUITIES, ETC. In fulfilling the terms of this purchase order, Hokanson warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, kickback, bribe, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by Hokanson for the purpose of securing business. For breach or violation of this warranty, the Buyer shall have the right in addition to any other right or rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover the full amount of such commission, kickback, bribe, percentage, brokerage or contingent fee. By accepting this purchase order, Hokanson certifies and represents that it has not made or solicited and will not make or solicit kickbacks in violation of 48 CFR 52 203-7 or the Anti-Kickback Act of 1986 (41 USC 51-56), both of which are incorporated herein by this specific reference. In addition, Hokanson acknowledges and agrees that, to the extent applicable, prior to or simultaneously with submitting any reports pursuant to the Physician Payment Sunshine Act, Hokanson will provide a written copy of such report to you, including the name of the individual or department to whom the transfer of value was provided and a detailed description of what was transferred.
12. TAXES. Hokanson collects only Washington state sales tax for sales within Washington state. Such tax will be paid by you, and will be itemized separately on invoices. Any other local fees, duties, sales, use, excise or similar taxes, or import duties shall be the sole responsibility of, and shall be paid by, Buyer.
13. CONFLICT. THESE TERMS SHALL SUPERSEDE ANY AND ALL TERMS AND CONDITIONS SET FORTH IN HOKANSON’S INVOICE OR ANY OTHER AGREEMENT, INCLUDING HOKANSON’S PRICE QUOTATION OR PROPOSAL, AND IN THE EVENT OF ANY CONFLICT BETWEEN ANY SUCH TERMS AND CONDITIONS, THESE TERMS SHALL APPLY.