Legal Statement and Disclaimer

Legal Notice

Welcome to this website owned by Swisslog Heathcare Solutions (“Swisslog North America Customer Support website”).
By accessing the Swisslog North America Customer Support website, you hereby accept the terms of use as set out below. If you do not agree to the terms of use, you must not access this Swisslog website.

Use of this website

Copyright © Swisslog Heathcare Solutions All rights reserved. Copyrights of third parties are reserved. You must not remove any copyright or proprietary notices.
The content of this Swisslog North America Customer Support website, including trademarks or other intellectual property, is either the property of Swisslog Heathcare Solutions or its affiliated companies or is used with the authorization of the owners of such content.
You may use this site solely to (i) assist with your evaluation, use and maintenance of Swisslog North America products and services purchased by you or by a party who has been designated by you to act as an agent on your behalf, and (ii) in connection with your delivery or maintenance of, or recommending to others the use of, Swisslog North America products and services. You may download, view, copy and print documents and graphics incorporated in these documents (the "Documents") from the Swisslog North America Customer Support website  subject to the following: (a) the Documents may be used solely for personal, informational, non-commercial purposes; and (b) the Documents may not be modified or altered in any way. Except where your use constitutes "fair use" under copyright law, you may not otherwise use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any information from this Web site in whole or in part without the express authorization of Swisslog North America. It is a violation of Swisslog North America's copyrights to use, reproduce or otherwise make available information from this site for competitive purposes. You do not acquire any ownership rights to any content on this Swisslog website. Any unauthorised use terminates the permission or license granted by Swisslog Heathcare Solutions.
 

No warranty

Swisslog uses reasonable efforts to provide accurate and up-to-date content/information on this Swisslog North America Customer Support website. However, the CONTENT OF THIS SWISSLOG HEALTHCARE SOLUTIONS CUSTOMER SUPPORT WEBSITE IS PROVIDED WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING (WITHOUT LIMITATION) ANY EXPRESS OR IMPLIED WARRANTY AS TO TIMELINESS, ACCURACY OR COMPLETENESS, ALL OF WHICH ARE HEREWITH EXPRESSLY EXCLUDED TO THE FULLEST EXTENT ALLOWED UNDER THE LAW. Swisslog Heathcare Solutions may change the content of its website at any time without notice.
While Swisslog Heathcare Solutions uses reasonable efforts that this Swisslog North America Customer Support website, servers or e-mails are free of viruses or other harmful components, NO WARRANTY IS GIVEN THAT THIS WEBSITE, SERVERS OR E-MAILS ARE INDEED FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. In no event shall Swisslog or its affiliates or agents be liable, whether in an action under contract, negligence, or any other theory, arising out of or in connection with the use, inability to use, or performance of the information, services, products, and materials available from this website or through our other services.

Linked websites

Links to third party websites are provided for convenience only. Access and use of such websites is at the sole risk of the user. You acknowledge that Swisslog is not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or Webmaster for those third-party sites if you have any concerns regarding such links or the content located on suchsites. Your use of those third-party sites is subject to the terms of use and privacy policies ofeach site, and by accessing such third party sites you expressly release Swisslog from any and all liability whatsoever arising, in whole or in part, from such access.

Google Analytics

This website uses Google Analytics, a web analysis service provided by Google Inc. (“Google”). Google Analytics uses so-called “cookies”, i.e. text files that are saved on your computer and allow an analysis of your use of this website. Information on your use of this website generated by the cookie (including your IP address) will be transmitted to a server in the USA and stored there. Google will use this information to evaluate your use of the website, to compile reports on website activities for the website operators and to provide additional services related to website and Internet use. Google will also transmit this information to third parties if required by law or if third parties process data on behalf of Google. In no case will Google link your IP address with other data held by Google. You may disable the installation of cookies by disabling the respective script within the settings of your browser software; however, we would like to point out that by doing so you might not be able to make use of all the functionality of this website. By using this website you accept that Google will process data collected about you in the aforementioned way and to the stated end.

Legal validity of this disclaimer

This disclaimer is to be regarded as part of the internet publication which you were referred from. If sections or individual terms of this statement are not legal or correct, the content or validity of the other parts remain uninfluenced by this fact.

Governing Law

These conditions of use are governed by, construed and enforced in accordance with the US federal laws or the laws of the State of Colorado, without regard to any conflicts of laws provisions of any other jurisdiction. Any disputes arising from these conditions of use or in connection with the use of this Swisslog North America Customer Support website are subject to the exclusive jurisdiction of the courts of state or federal court in Denver, Colorado. This Swisslog North America Customer Support website may be accessed throughout the United States of America and other countries. Swisslog North America makes no representation that the content on this Swisslog North America Customer Support website complies with the laws of any country outside the United States of America. If you access this site from outside the United States of America, you are responsible for ensuring that your access to, downloading of, use of or reliance on the content contained in this Swisslog North America Customer Support website is in compliance with all laws in the place in which you are located.

This website and other services are operated and provided in the State of Colorado, USA. We make no representation that our website or other services are appropriate, legal or available for use in other locations. We do not guarantee continuous, uninterrupted or secure access to our website or other services, and operation of our website or other services may be interfered with or adversely affected by numerous factors or circumstances outside of our control.  This is the entire agreement and understanding between us regarding the subject matter hereof, and may only be modified as provided herein. If any provision of this User Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-unenforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum permissible extent. You agree that this
Agreement and any other agreements referenced herein may be assigned by Swisslog, in our
sole discretion, to a third party. This Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us relating to the Swisslog North America Customer Support website.

Changes of the Terms of Use

Swisslog North America may review and update the Terms of Use periodically as appropriate. Your continued use of the Swisslog North America Customer Support website after such changes are made constitutes your consent to the revised Terms of Use. If you do not wish to consent to the revised Terms of Use, then you must not use the Swisslog North America Customer Support website and notify Swisslog North America of your decision so that Swisslog North America can de-activate your user name and password.

Sales Terms & Conditions

DEFINITIONS
“Seller” means Translogic Corporation d/b/a Swisslog Healthcare Solutions. “Buyer” means the legal entity purchasing Goods from Seller. “Goods” means the products offered by Seller and/or purchased by Buyer. “Offer” means any quote, proposal, or offer to sell Goods provided by Seller to Buyer. “Order” means any purchase order or similar instrument issued by Buyer to Seller to purchase Goods. Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

ACCEPTANCE
The terms and conditions included in this “Terms and Conditions of Sale” document (hereinafter, this “Agreement”) apply to all Offers made by Seller to Buyer and all Buyer’s Orders accepted by Seller. Acceptance of Buyer’s Orders, and any changes or amendments thereto, is expressly conditioned upon Buyer's assent to these terms and conditions. Unless specifically agreed to in writing by a duly authorized representative of Seller, Seller objects to, and is not bound by, any terms or conditions that differ from or add to the terms and conditions specified herein. Seller's failure to object to any terms and conditions or any other provisions contained in any communication from Buyer, including, but not limited to, Buyer’s Orders, does not waive any of the terms and conditions specified herein. Seller’s acceptance of any resulting Order or Buyer's receipt of Goods, whichever occurs first, will conclusively evidence Buyer's unconditional acceptance of these terms and conditions.
 
PRICES
Unless stated otherwise in writing by Seller, all prices are stated in U.S. Dollars and the prices offered are valid for a period of thirty (30) days from the date of Seller’s Offer. The prices offered apply only to the specific quantities, specifications, and delivery schedules set forth in Seller’s Offer. Any variation in quantity, specifications, or delivery schedules may necessitate a price and/or delivery schedule adjustment. Unless stated otherwise, all prices for domestic deliveries are F.O.B. Seller’s place of shipment, as defined in the Uniform Commercial Code (UCC), and all prices for international deliveries are Ex-Works, as defined by INCOTERMS 2000.
 
CREDIT APPROVAL AND PAYMENT
Standard payment terms for domestic Orders are net thirty (30) days from date of Seller’s invoice, subject to credit approval of Buyer by Seller. Payment terms for international orders may be cash in advance by wire transfer or an irrevocable letter of credit confirmed with Seller’s bank. Credit terms, shipments, and performance of work are at all times subject to the approval of Seller’s Credit Department. Each shipment is a separate and independent transaction and payment must be made by Buyer accordingly.
If, prior to shipment of Buyer’s Order, Buyer fails to fulfill the terms of payment of any prior invoice submitted by Seller or, if in the opinion of Seller, Buyer’s financial condition becomes impaired or unsatisfactory, Seller reserves the right to change, without notice, the terms of payment and/or delay or discontinue further shipments, without prejudice to any other available legal remedies, until past due obligations have been paid and Seller has received acceptable assurance regarding Buyer’s prompt payment of future obligations. All amounts due to Seller but not paid by Buyer on the due date bear interest payable by Buyer to Seller in U.S. Dollars at a rate that is equal to the lesser of (i) one and one-half percent (1.5%) per month, or (ii) the maximum interest rate permitted under applicable law. Interest accrues on the balance of unpaid amounts as of the date on which portions of those amounts become due until the date payment is received by Seller. Buyer will also be liable to Seller for any expenses incidental to collection of past due amounts, including reasonable attorney’s fees and court costs. In the event of Buyer’s bankruptcy or insolvency, Seller is entitled to terminate any Order then outstanding and to receive reimbursement for termination costs and expenses as provided under Article 13, Termination for Default.
 
TAXES
The amount of any present or future sales, use, excise, import duty, or other tax applicable to the manufacture, sale, or lease of Goods will be added to the invoice and must be paid by Buyer, unless the Buyer provides Seller with a tax exemption certificate acceptable to the applicable taxing authority.
 
SHIPPING TERMS AND RISK OF LOSS
All domestic shipments by Seller are F.O.B. Seller’s place of shipment, as defined in the Uniform Commercial Code. All international shipments by Seller are Ex-Works, as defined by INCOTERMS 2000. Risk of loss for Goods will transfer to Buyer upon Seller presenting Goods to carrier. If Seller prepays shipping, insurance, or other related costs, Buyer agrees to reimburse Seller promptly for the actual costs incurred by Seller.
 
TOOLING
Unless otherwise provided by special written agreement signed by Seller and Buyer, all tooling, fixtures, equipment, tools, software, and designs produced, acquired, or used by Seller for the purposes of filling Buyer’s Order remain the property of the Seller.
 
PACKING AND PACKAGING
Seller’s prices for Goods include Seller’s standard commercial packing and packaging. Any non-standard or special packing or packaging requirements requested by Buyer will be provided by Seller at additional cost to Buyer.
 
INSPECTION AND TESTS
All Goods manufactured by Seller are subject to Seller’s standard inspection processes and, if applicable, acceptance testing at Seller’s facility. Any additional requirements, including, without limitation, Buyer's source inspection or additional testing, are at Buyer's sole expense. If Seller and Buyer agree that Buyer is to inspect or provide for inspection at the place of manufacture, such inspection may not interfere unreasonably with Seller's operations and the Buyer's approval or rejection of Goods based on such source inspection and/or testing must be made prior to shipment of the Goods.
 
EXPORT COMPLIANCE; FOREIGN CORRUPT PRACTICES ACT
For any resale, export, or re-export of the Goods, Buyer must comply with all applicable export regulations, export licensing requirements, and the United States Foreign Corrupt Practices Act (FCPA), 15 U.S.C. ¤¤ 78dd1 through 78dd3, as amended.
 
DELIVERY SCHEDULES AND FORCE MAJEURE
Shipping dates are approximate and require prompt receipt of all necessary Buyer-furnished information and material if applicable.
Seller is not liable for any damages, re-procurement costs, or penalties related to late deliveries. Without limiting the generality of the foregoing, Seller is not liable for delays due to force majeure, including, but not limited to, weather conditions, acts of God, acts of civil or military authorities, fires, strikes, job actions, floods, earthquakes, epidemics, quarantine restriction, war, terrorism, riot, supplier or vendor delays, or any other causes beyond the reasonable control of Seller. In the event of such delay, Seller will promptly notify Buyer and the date(s) of delivery will be deferred for a period commensurate with the time lost due to the delay. If Seller's production is curtailed for any of the above reasons so that Seller is unable to deliver the full quantity of Goods scheduled for delivery to Buyer, Seller may allocate deliveries of available Goods among its various customers then under order for similar Goods. The allocation will be made in a commercially fair and reasonable manner. When such allocation has been made, Buyer will be notified of the estimated quota made available.
 
TERMINATION FOR CONVENIENCE
Buyer may request to terminate Buyer’s Order for convenience in whole or in part and Seller agrees to cooperate with Buyer in attempting to make such arrangements conditioned on Buyer paying Seller for all deliveries made and for all work in process, including all applicable direct and indirect costs, settlements with suppliers, and related administrative, accounting, and legal costs, plus a normal profit. To the extent possible, Seller will use reasonable commercial efforts to divert materials and work in process from Buyer’s Order to other customers’ orders in order to minimize Buyer’s termination costs.
 
TERMINATION FOR DEFAULT
Either Party may terminate the Order if the other Party breaches a material provision of this Agreement or of the Order. In the event that a Party (the “Defaulting Party”) is in breach of a material provision of this Agreement or the Order, the other Party (the “Non-Defaulting Party”) will submit a written cure notice to the Defaulting Party advising of such breach. The Defaulting Party will have fifteen (15) days to cure the breach. If the Defaulting Party does not cure the breach within the fifteen (15) day period, the Non-Defaulting Party may terminate the Order.
 
CHANGES ORDERS AND AMENDMENTS
All change order requests must be submitted by the Buyer to the Seller in writing and will not be effective unless and until Seller consents in writing to the change(s). Seller will advise Buyer in writing of the price and/or delivery schedule impact, if any, of the change request. Seller’s acceptance of changes will be subject to Buyer’s agreement to any price and/or delivery schedule adjustments.
 
LIMITED WARRANTY
Seller warrants that the Goods manufactured by Seller will be free from defects in material and workmanship for a period of three (3) months from the date of original shipment, except for components and consumables that have shorter third party manufacturer’s warranty periods. Components and consumables manufactured by third parties will bear the warranty of their manufacturer.
The specific warranty for a given product is the one in effect on the date of shipment. In the event that Buyer identifies any defects in material or workmanship, Buyer will promptly notify Seller of the defective Goods and the specific nature of the defect in accordance with Article 16, Return Authorizations.
Seller, at its sole discretion, will either repair or replace any such Goods found by Seller to be defective. Seller's warranty does not apply to any Goods that have been subjected to improper installation, misuse, alteration, repair, neglect, accident, inundation, fire, or the like.
THESE EXPRESS WARRANTIES, INCLUDING REMEDIES, ARE EXCLUSIVE AND ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS INTENDED OR GIVEN. IN THE CASE OF GOODS OTHER THAN THOSE OF SELLER’S OWN MANUFACTURE, SELLER MAKES NO WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED.
 
RETURN AUTHORIZATIONS
Buyer will promptly notify Seller of any nonconformance(s) in the Goods and afford Seller a reasonable opportunity to inspect the Goods. No Goods may be returned without Seller's prior authorization. Once authorized, Buyer will return defective Goods, transportation and insurance prepaid, in accordance with instructions issued by Seller. Failure to follow Seller’s return procedures may result in lost Goods, delays, additional service, restocking charges, warranty denial, or refusal of a shipment.
 
INDEMNIFICATION
Each Party (the “Indemnifying Party”) will hold harmless and indemnify the other Party (the “Indeminitee”) against all claims, judgments, costs, and fees, including attorney fees, relating to infringement of U.S. patents, designs, copyrights, or trademarks to the extent that the infringing Goods are manufactured, sold, or used in whole or in part to the Indemnifying Party's specifications, designs, drawings, or other technical data.
To the extent that one Party's employees or agents enter on the property owned or controlled by the other Party, the first Party will indemnify and hold harmless the other Party, its officers, directors, and employees for any property damage or bodily injury or death caused by the first Party's employees or agents.
 
LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES IS EITHER PARTY LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, MULTIPLE, ADMINISTRATIVE, OR PUNITIVE DAMAGES, OR ANY DAMAGE OF AN INDIRECT OR CONSEQUENTIAL NATURE ARISING OUT OF OR RELATED TO ITS PERFORMANCE UNDER THIS AGREEMENT, WHETHER BASED UPON BREACH OF THIS AGREEMENT, WARRANTY, OR NEGLIGENCE AND WHETHER GROUNDED IN TORT, CONTRACT, CIVIL LAW, OR OTHER THEORIES OF LIABILITY, INCLUDING STRICT LIABILITY, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S TOTAL LIABILITY INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR INDEMNITY, DEFENSE, AND HOLD HARMLESS OBLIGATIONS IS LIMITED TO NO MORE THAN THE AMOUNT PAID TO SELLER UNDER BUYER’S ORDER AND BUYER AGREES TO INDEMNIFY SELLER FOR ANY EXCESS AMOUNTS. TO THE EXTENT THAT THIS LIMITATION OF LIABILITY CONFLICTS WITH ANY OTHER PROVISION(S) OF THIS AGREEMENT, SUCH PROVISION(S) WILL BE REGARDED AS AMENDED TO WHATEVER EXTENT REQUIRED TO MAKE SUCH PROVISION(S) CONSISTENT WITH THIS PROVISION.
 
GOVERNING LAW
The laws of the State of Colorado, excluding its conflicts of laws provisions and excluding the United Nations Convention on the International Sale of Goods (“CISG”), govern the interpretation and enforcement of this Agreement and Buyer’s Order.  Any legal actions, suits or proceedings arising out of the sale of the Goods (whether for breach of contract, tortuous conduct or otherwise) shall be brought exclusively in the courts of Denver, Colorado or the United State District Court of the District of Colorado, and the parties to this Order hereby accept and submit to the personal jurisdiction of these Colorado courts with respect to any legal actions, suits or proceedings.
 
ASSIGNMENT
Buyer may not assign or transfer this Agreement or any Order, in whole or in part, without the prior written approval of Seller.
 
UNENFORCEABLE PROVISIONS
In the event that one or more provisions of this Agreement document is held to be unenforceable, the remaining provisions apply in full and the invalid or unenforceable provision will be replaced by a provision that lawfully enforces the Parties’ intention underlying the invalid or unenforceable provision.
 
SURVIVAL
The following Articles will survive the termination or expiration of this Agreement or any Order: 1: Definitions; 4: Credit Approval and Payment; 5: Taxes; 6: Shipping Terms and Risk of Loss; 7: Tooling; 9: Inspection and Tests; 10: Export Compliance; Foreign Corrupt Practices Act; 11: Delivery Schedules and Force Majeure; 12: Termination for Convenience; 13: Termination for Default; 15: Limited Warranty; 17: Indemnification; 18: Limitation of Liability; 19: Governing Law; 20: Assignment; 21: Unenforceable Provisions; and 22: Survival.
 
WHOLE AGREEMENT; AMENDMENT
This document is the entire understanding between the Parties, and it supersedes all previous or additional agreements, arrangements, and drafts. This document may be amended or modified only by written agreement of duly authorized representatives of both Parties.
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