These terms and conditions (these “Terms”) shall govern the relationship between you (“Customer”) and PalatiumCare Inc (“PalatiumCare”) as pertains to the attached quote and proposal (“Proposal’). Unless and until Customer and PalatiumCare enter into a subsequent written agreement, these Terms shall control the parties’ relationship. Product(s): “Product(s)” means the “PalatiumCare Nurse-Call System”, consisting generally of the equipment and a related service described in the Proposal, and includes equipment, software and services furnished by PalatiumCare or third parties on behalf of PalatiumCare. Prices: Prices on the Proposal are subject to change unless the Proposal states that the pricing is firm through a date certain. If such prices have changed prior to PalatiumCare’s acceptance of the Proposal, Customer will be advised of such changes. If such prices change after PalatiumCare’s acceptance of the Proposal due to Customer’s request for additional products or services, Customer is liable to pay for any corresponding increase in the prices not reflected on the Proposal. Customer is responsible to pay all applicable sales and other taxes in addition to any prices set forth on the Proposal or in any invoice. Applicable taxes will be calculated at the time of invoice. Prompt Payment Required: Customer agrees to pay all invoices for the Product(s) within the terms of the invoice. Any late invoice payment will be subject to a finance charge of up to 1.5% per month of the overdue balance, which Customer shall pay in addition to the price of the Product(s). In the event of late payment or other default by Customer, PalatiumCare shall have the right to enforce this Agreement and recoup its attorneys’ fees and expenses, In addition, PalatiumCare shall have the right to suspend performance hereunder, until Customer has cured any default, and if the default is not cured within 10 business days, PalatiumCare may terminate this Agreement with immediate effect upon written notice to Customer. PalatiumCare may also terminate this Agreement with immediate effect if Customer becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Installation: Unless the Proposal specifically states that PalatiumCare will be responsible for installation, Customer shall be solely responsible to perform any installation of the Product(s). Any installation services due hereunder shall be limited to those specifically described on the Proposal. PalatiumCare shall have discretion to perform any such installation services or other services through third-party contractors. Limited Warranty: PalatiumCare warrants that the Product(s) will be free from defects at the time they are shipped to Customer. If the Product(s) are defective at the time of shipping, and Customer notifies PalatiumCare of such defect within 90 days of receipt by Customer, PalatiumCare’ s sole obligation shall be to replace the defective parts (or re-perform the defective services) or to reimburse the purchase price if replacement or reperformance is impractical. THE FOREGOING WARRANTY IS EXCLUSIVE OF ALL OTHER WARRANTIES INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY. THIS WARRANTY CANNOT BE MODIFIED EXCEPT BY A SUBSEQUENT WRITTEN AGREEMENT. PALATIUMCARE MAKES NO WARRANTY AT ALL AS TO THE PERFORMANCE OF PALATIUMCARE SYSTEMS INCLUDING VOICE AND TEXT COMMUNICATION FUNCTIONS. THESE FEATURES ARE SUBJECT TO DISRUPTION REGARDLESS OF THE WIRELESS INFRASTRUCTURE OR OTHER ENVIRONMENT IN WHICH THEY ARE OPERATED. CUSTOMER IS ON NOTICE THAT SOME DEGREE OF INTERRUPTIONS, FAILURES, AND LACK OF FUNCTION ABLITY, ARE TO BE EXPECTED WITH THESE FUNCTIONS. Limitation of Liability: PalatiumCare shall have no liability to Customer, or anyone claiming under Customer, beyond this warranty. Specifically, PalatiumCare shall have no liability for direct, indirect, special, punitive, consequential, or incidental damages, or any other damages aside from its 90-day warranty obligation. In no event shall PalatiumCare’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed [2 times] the total of the amounts paid to PalatiumCare for the Product(s) sold hereunder [or $100,000, which is less]. These limitations of liability shall not apply to liability resulting from PalatiumCare’s gross negligence or willful misconduct, and death or bodily injury resulting from PalatiumCare’s acts or omissions. Product Interface, Code Compliance: Customer is solely responsible for ensuring that any equipment, services, and accessories not supplied by PalatiumCare that are used with the Product(s) properly interface with the Product(s). PalatiumCare shall have no liability for injury or property damage arising from the use of third-party equipment or services with the Product(s). PalatiumCare does not guarantee that the Product(s) or services will comply with any local ordinance, code, or regulation. Customer is solely responsible for assuring such compliance. Security Interest, Default and Insurance: PalatiumCare shall retain a security interest in the Product(s) sold to Customer until PalatiumCare has received full payment including taxes. Customers agree to sign and deliver to PalatiumCare any additional documents required by PalatiumCare to protect its security interest. If Customer defaults on any payment obligation, the full amount due hereunder shall become due and payable, and PalatiumCare may, upon proper notice to Customer, take repossession of the Product(s) wherever located without court order, and suspend Customer’s use of the Product(s). The Product(s) shall not be deemed a fixture to realty. Customer shall assume all loss relating to damage of the Product(s) after they leave PalatiumCare’s control until the purchase price has been fully paid. Entire Agreement, Merger: These Terms and the Proposal (collectively, the “Agreement”) supersede any prior or contemporaneous inconsistent agreements and understandings, verbal or written, express or implied, between Customer and PalatiumCare. These Terms prevail over any of Customer’s general terms and conditions of purchase regardless whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. This Agreement may be modified only by way of a subsequent written agreement executed by duly authorized personnel of PalatiumCare and Customer. Choice of Law, Venue: This contract shall be construed under the law of the state of Wisconsin. Any action arising out of this contract or between the parties shall be brought exclusively within the courts of Wisconsin. Acceptance: This Agreement is an offer of Customer to purchase the Product(s). Acceptance of said offer is subject to PalatiumCare’s approval of Customer’s credit. This Agreement shall not be binding upon PalatiumCare until it has accepted these Terms by signing and returning the [Proposal] to Customer or by commencing delivery of the Product(s). Delivery and Shipment: Product(s) are shipped net freight on board Customer. All delivery dates for the Product(s) and any services sold hereunder are approximate dates, the actual dates of delivery shall be agreed upon mutually by PalatiumCare and Customer in writing and could be delayed. PalatiumCare shall not be bound by any delivery date set forth in the Proposal unless and until PalatiumCare specifically agrees to such delivery date in writing. After the parties have agreed to a delivery date, Customer shall be liable for any additional costs incurred by PalatiumCare arising from Customer’s failure to accept delivery on or after the date scheduled. PalatiumCare is not liable for any losses caused by a delay in shipment or performance of services beyond PalatiumCare’s reasonable control. Customer is responsible for inspecting the Product(s) shipped pursuant to this Contract and will be deemed to have accepted the Product(s) unless it notifies PalatiumCare of any issues within a reasonable time, not to exceed 7 days. Force Majeure: PalatiumCare shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of PalatiumCare including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. Assignment: Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of PalatiumCare. Any purported assignment or delegation in violation of this provision is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement. Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Proposal or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this section. Waiver: No waiver by PalatiumCare of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by PalatiumCare. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Severability: If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Survival: Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.
Customer agrees to the End User License Agreement (EULA) available at https://www.palcare.com/help/documents/
Customer acknowledges the foregoing Terms and agrees to be bound by them upon acceptance by PalatiumCare. Customer also acknowledges that PalatiumCare may require, as a condition for further performance by PalatiumCare, that Customer executes such additional documents and agreements as requested by PalatiumCare.
**Use of Notify Voice and Text Communications requires full coverage wireless network infrastructure. If licensee chooses to use existing wireless network infrastructure not installed by PalatiumCare, all support and maintenance must be provided by licensee’s existing network/wireless provider. PalatiumCare makes no claims, representations or warranties regarding use of Voice and Text Communications over wireless networks not configured and installed by PalatiumCare**
This Agreement contains confidential information relating to both our companies. PalatiumCare requests that the Proposal not be duplicated nor discussed with anyone outside the two aforementioned companies without prior written consent. The information contained within this Proposal is intended for those individuals of both companies deemed necessary to make and evaluate the Proposal and any subsequent agreement which may result.
- No Sales Tax shown on Proposal, all municipal/city/state taxes will be applied on the final invoice.
- Shipping is Estimated.
- Do NOT make payments using the Proposal. Invoices will have the correct tax and shipping amounts.
- Check the billing and shipping addresses for correctness.
- Prices will be honored for 30 days from date of issue of the Proposal.
- Accounts not paid within invoice terms are subject to a 1.5% monthly finance charge.
- Invoices must be approved no later than 1:30PM CST to ship that day,
- PalCare will never request EFT or wire transfer payments to be made. Please contact us via phone if we have requested an EFT or wire transfer for verification.