“Total Asset and Compliance Management for Healthcare Professionals”

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TERMS & CONDITIONS

WORK ORDERS
The following is a limited description of the terms and conditions applicable to the services and products provided by Edge Biomedical, LLC (“Edge”) in this Work Order. Edge hereby incorporates by reference the full explanation of the applicable terms and conditions contained within either the (1) Edge Biomedical Service Support Agreement (“Service Agreement”) if you have entered into such a Service Contract; or (2) the general terms and conditions set forth on the Edge website, www.edgebiomed.com/terms-and-conditions, available upon request. Please refer to the applicable document for a full explanation of your rights and obligations.

All services and products provided by Edge are invoiced at its standard labor rates and list prices for parts and materials, which is incorporated herein by reference. Customer is responsible for all Taxes. Edge will perform all services within Designated Service Hours and shall not be liable for Delays. Payment is due contemporaneously with Customer’s agreement to these terms and conditions or within 30 days for credit account Customers. Edge is entitled to recover all expenses, including attorney fees, to collect payment or enforce these terms and conditions. Edge warrants Additional Services or Repair Services against defects in material and workmanship for ninety (90) days and Customer’s sole remedy shall be repair or replacement of the defective equipment. This limited warranty excludes defects caused by misuse. Edge provides all other products and services AS IS and DISCLAIMS all other WARRANTIES, EXPRESS OR IMPLIED and shall not be liable for incidental, consequential, or special damages. Customer agrees to Indemnify and defend Edge from all damages and expenses, including attorney fees, arising from any claim, action, or investigation relating Edge’s services or products. These terms and conditions shall be governed and constructed in accordance with the laws of, and any action shall be brought in, the State of Tennessee.

Terms and Conditions

NOTICE, IF YOU, CUSTOMER, SIGNED AN EDGE BIOMEDICAL SERVICE SUPPORT AGREEMENT (“SERVICE CONTRACT”) THESE TERMS AND CONDITIONS DO NOT APPLY. PLEASE REFER TO YOUR SERVICE CONTRACT OR CONTACT YOUR EDGE REPRESENTATIVE FOR MORE INFORMATION.

IF YOU HAVE NOT SIGNED A SERVICE CONTRACT, PLEASE SEE BELOW FOR THE TERMS AND CONDITIONS GOVERNING YOUR RELATIONSHIP WITH EDGE BIOMEDICAL, LLC.

  1. Conditions of Transaction. Edge Biomedical, LLC’s (“Edge”) issuance of a Work Order for the cost of providing goods and services is expressly conditioned on your assent to be bound to the terms and conditions set forth below. Further, Customer’s payment pursuant to an Edge Work Order represents Customer’s express assent to be bound by the terms and conditions set forth below. Edge agrees to furnish services and products only on these terms and Edge expressly rejects Customer’s purchase order or any other document submitted to Edge.

 

  1. Complete Agreement. For those Customers that have not signed a Service Contract, the Work Order and these Terms and Conditions shall constitute the understanding between the parties and shall govern any conflicting or ambiguous terms, either written or oral. These terms may not be revised in any manner without the prior written consent of an expressly authorized officer of Edge. The Work Order and these Standard Terms and Conditions comprise the complete and final agreement between Edge and Customer (the “Agreement”).
  1. Taxes. Without exception, Customer shall be responsible for all federal, state, and local taxes, including, custom and import duties.
  1. Disclaimer of Warranties and Representations. Except for the express limited warranty for Repair Services set forth below, all services, materials, products, and information are provided “AS IS” AND EDGE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THIS DISCLAIMER OF WARRANTIES AND REPRESENTATIONS INCLUDES ALL INFORMATION ON www.eBioTrack.com AND EDGE NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY LIABILITY IN CONNECTION WITH THE SERVICES, MATERIALS,  PRODUCTS,  AND INFORMATION ON www.eBioTrack.com. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EDGE SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.
  1. Repair Services 90 Day Warrany.  Repair Services shall be invoiced at Edge’s standard labor rates and standard list prices for parts and materials. Edge’s standard labor rates and list prices are herein incorporated by reference and available upon request. Customer is responsible for all necessary travel costs incurred and mileage at the Internal Revenue Service standard mileage rate. Edge warrants Repair Services against defects in material and workmanship for ninety (90) days from the date of the Repair Service. Customer shall provide Edge written notice of any alleged defective material or workmanship within ten (10) calendar days of Customer’s discovery of said defect. Customer’s sole remedy shall be repair or replacement, at Edge’s sole discretion, of the defective equipment. Repaired or replaced products are warranted for the remaining portion of the original limited warranty period. This limited warranty excludes defects caused by misuse, including failure to follow manual instructions. Edge makes no other warranties, express or implied, please see section 4 herein.
  1. Payment.  Payment is due and shall be paid contemporaneously with the submittal of the request for services and goods contained within the Work Order. Unless Customers holds a credit account with Edge, then payment shall be made within thirty (30) days of the mailing of the invoice to Customer (or such other terms as Edge confirms to Customer in writing). Discounts, special terms, or promotions cannot not be combined with the terms and pricing of the invoice. If Edge incurs expenses to collect payment or enforce these Terms and Conditions it shall be entitled to recover from Customer any and all damages, losses, expense and costs, including reasonable attorney fees, incurred by Edge as a result of or in connection with such collection or enforcement.
  1. Indemnity. As a material inducement for Edge to agree to provide the service and goods within this Agreement, Customer unconditionally agrees to defend, indemnify, and hold harmless Edge from all actions, charges, complaints, demands, lawsuits, arbitrations, administrative actions, subpoenas, governmental investigations, and proceedings (“Claims”) brought by any person, entity, or agency against Edge, or for Claims asserted only against Customer if Edge suffers damages, forfeitures, debts, liabilities, obligations, penalties, fines, costs, and expenses, including reasonable attorneys’ fees (“Losses”), arising out of or alleged to have arisen, directly or indirectly, out of the service and goods provided, or related to, the Work Order. Customer shall retain, within ten (10) calendar days of Edge’s demand of indemnification, independent legal counsel that is reasonably acceptable to Edge to represent Edge in any Claim. After Customer assumes the defense of Edge, Customer may pay or settle the Claim without the consent of Edge only if that settlement: (a) does not entail any admission on the part of Edge that it violated any law or infringed the rights of any person or entity; (b) provides as the claimant’s sole relief monetary damages that are paid in full by Customer; and (c) requires that the claimant release Edge from all liability alleged in the Claim. Customer’s indemnification obligations shall not apply to the extent that Claims or Losses are found to have been caused by the intentional misconduct of NCC. This provision shall survive the termination of this Agreement.
  1. Designate Service Hours and Delays. Designated Service Hours shall mean the hours of 8:00 A.M. and 5:00 P.M. at the site of service, Monday through Friday, excluding all Holidays. In the rare circumstance when Edge service technicians are rendered unavailable due to mandatory training commitments or other Delay, Edge will perform the service as soon as reasonably possible. Edge will not be liable for any loss or damage of any kind due to its failure to perform or delay in its performance. A Delay means any failure to perform resulting from any cause beyond Edge’s reasonable control, including, but not limited to, acts of God, labor disputes, labor shortages, the requirements of any governmental authority, war, civil unrest, delays in manufacture, obtaining any required license or permit, and Edge’s inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of Edge’s obligations and the performance dates shall be extended for the length of such delay.
  1. Terms and Conditions for www.eBioTrack.com. Edge will provide Customer with a license to access certain information on www.eBioTrack.com (the “website”). Customer acknowledges that its access to the website is strictly limited to these Terms and Conditions. Edge makes no claims as to the accuracy, completeness, or timeliness of information on the website. Customer’s access is for informational purposes only and it is Customer’s sole responsible to insure compliance with all federal, state, and local regulatory requirements. Edge does not warrant that the website is free from errors or that access will be continuous or uninterrupted. Any information obtained from the website is at Customer’s own risk and discretion. Edge may terminate Customer’s access to the website at any time for any cause and without notice.
  1. HIPAA and HITECH. Customer and Edge acknowledge and agree that Edge will not be required to use or disclose protected health information (“PHI”), as used in the Health Insurance Portability and Accountability Act of 1996 and (“HIPAA”), or electronic protected health information (“ePHI”), as used in the Health Information Technology for Economic and Clinical Health (“HITECH”), in providing the services, materials, products, or information identified in the Work Order. Customer and Edge further acknowledge and agree that Edge is not required to provide written assurances to Customer of Edge’s intention to properly safeguard PHI or ePHI. In the event of an inadvertent or incidental disclosure of PHI or ePHI, Edge agrees to keep such PHI or ePHI confidential.
  1. Governing Law. The interpretation and enforcement of this Agreement shall be governed in accordance with the substantive laws of the State of Tennessee and without regard to its laws concerning choice of law. The parties agree that any legal action brought by any party hereto in connection with this Agreement shall be maintained only in the Federal District Court for the Middle District of Tennessee or in the Tennessee state court having jurisdiction over such claim.
  1. Miscellaneous. These Terms and Conditions shall be binding upon the parties and their successors-in-interests. Nothing expressed or referred to herein is intended or shall be construed to give any person other than Customer and Edge, or their respective successors, any legal or equitable right, remedy, or claim under or any provision contained herein. Customer may not assign any rights or obligations herein, in whole or in part, without prior written consent of Edge. In the event that any portion of this Agreement is determined to be illegal or unenforceable, such illegality or unenforceability shall not affect the remaining terms of this Agreement.
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For Service Call: 1-888-841-5155