Return Policy

Invoice Terms and Conditions

1. General.�Seller� means Stryker Corporation,a Michigan corporation, and/or any division or subsidiary identified on the front of this invoice.�Buyer� means the person, firm or corporation executing an order for goods supplied by Seller (hereinafter�Products�). Seller shall be bound by all terms and conditions of this invoice upon the occurrence of any of the following: (a) an order or acceptance is received from Buyer in response to Seller�s quotation, or (b) written acceptance of Buyer�s order is delivered to Buyer by Seller, or (c) Seller shall not have tendered refusal of such order to Buyer within thirty (30) days after receipt by Seller of such order.  These Terms and Conditions are in lieu of and replace any and all terms and conditions set forth in any documents issued by Buyer. Any additional, different, or conflicting terms and conditions on any such document issued by Buyer at any time are hereby rejected by Seller and shall not be binding in any way on Seller.

2. Price. 

(a) Unless otherwise indicated, prices do not include, and Buyer is responsible for and agrees to pay (unless Buyer shall provide Seller at the time an order is submitted with an exemption certificate or other documents acceptable to taxing or custom authorities), all sales, use, value added, excise and all other federal, state or local or foreign taxes, import or customs fees and duties associated with an order, however designated, except for Seller�s franchise taxes and taxes on Seller�s net income.  If applicable, a separate charge for taxes will be shown on Seller's invoice. 

(b) The price shown on this invoice is net of discounts provided at the time of purchase.  Some of the Products listed on this invoice may be subject to rebates or discounts, for which separate documentation is provided by Seller.  Buyer must (i) claim the value of all rebates or discounts in the buyer fiscal year earned or the immediately following fiscal year, (ii) properly report and appropriately reflect discounts and rebates in Medicare/Medicaid cost reports and all claims for payment filed with third-party payors as required by law or contract, and (iii) provide agents of the United States or a state agency with access to all information from Seller concerning discounts and rebates upon request.

3. Payment Terms. Unless otherwise indicated, this invoice shall be paid in full by Buyer net thirty (30) days.  Any amount not paid on time may be subject to a late fee of 1�% per month prorated (18% per annum), or the maximum interest rate allowable by law whichever is the highest. Additionally, Buyer may be subject to a fee of Fifty Dollars ($50.00) USD for any checks returned unpaid to Seller for any reason. In the event an attorney is employed or expense is incurred to compel payment of the invoice or to declare any action or proceeding is commenced, Buyer agrees to pay all costs and expenses associated with collection of unpaid sums, including but not limited to attorney�s fees. Seller, in its sole discretion, reserves the right to change terms of payment and/or discontinue further shipments, without prejudice to any other lawful remedy, until past due payments are made and satisfactory assurances of Buyer�s credit standing is received by Seller.

4. Delivery and Title. Unless otherwise provided on the face of this invoice, delivery terms are FOB Seller�s plant. Delivery shall be deemed to have been made when Buyer�s shipment has been delivered to a carrier, specified by Buyer on purchase order or equivalent.  In the event that Buyer does not specify the carrier, the carrier may be at Seller�s option.  Title of the Products sold hereunder shall pass to Buyer upon delivery by Seller. However, Buyer hereby agrees that Seller shall retain a purchase money security interest in the Products, and to any proceeds from the disposition of such Products, until the purchase price and other charges due Seller shall have been paid in full. Upon any default by Buyer hereunder, Seller shall have any and all rights and remedies of secured party under the Uniformed Commercial Code which right shall be cumulative.

5. Inspection and Acceptance. Upon receipt of the Products, Buyer agrees to inspect and/or test the Products. The Products shall be deemed accepted by Buyer unless Buyer provides Seller a timely written notice specifically noting any defects or discrepancies in the quality or quantity of the Products received. All notices regarding nonconforming Products, shortages, rejection or revocation of acceptance must be made in writing and received by Seller no later than thirty (30) days from the date of Seller's invoice, which Buyer agrees is a reasonable time frame within which to diligently inspect and provide notice to Seller. Buyer waives any right to reject the shipment or revoke acceptance thereafter.

6. Warranties, Indemnity and Limitations of Liability.

(a)  Unless otherwise provided in Seller�s Price Catalog, the Products are warranted free from manufacturing and material defects for a period of one year after delivery of same. Any Products that become defective during this period shall be repaired or replaced either at Seller�s plant or Buyer�s location, such determination being at Seller�s sole discretion. All warranties hereunder are made subject to the proper use by Buyer in the application for which such products were intended. The warranty provided hereunder does not cover any Products (i) that have been misused, modified, refurbished or repaired without the prior consent of Seller, (ii) that have been subjected to unusual stress or have not been properly maintained or (iii) on which any original serial numbers or other identification marks have been removed or destroyed. In any event, Seller�s liability shall be limited to the replacement value of any damaged or defective part. THE EXPRESS WARRANTY SET FORTH IN THIS SECTION 6 IS

THE ONLY WARRANTY APPLICABLE TO THE PRODUCTS SOLD SUBJECT TO THESE TERMS AND CONDITIONS AND IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY SELLER, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(b) Stryker will hold Buyer harmless from and will indemnify Buyer for any and all liability incurred resulting directly from a defect in workmanship or design of the product. This indemnification applies only if the instructions outlined in the labeling, manual, and/or instructions for use are followed.  This indemnification will not apply to any liability arising from: (a) an injury due to the negligence of any person other than an employee or agent of Stryker; (b) the failure of any person other than an employee or agent of Stryker to follow any instructions for use of the product; or (c) the use of any product not purchased from Stryker or product that has been modified, altered or repaired by any person other than an employee or agent of Stryker.  Buyer will hold Stryker harmless from and indemnify Stryker for any claims or losses or injuries arising from (a), (b), or (c) arising from the acts of the negligent acts or omissions of Buyer or its officers, employees or agents.

(c) In no event will Stryker�s liability arising in connection with or under this invoice (whether under the theories of breach of contract, tort, misrepresentation, fraud, warranty, negligence, strict liability or any other theory of law) exceed the purchase price, current market value or residual value of the Products whichever is less. BUYER WILL IN NO EVENT BE ENTITLED TO, AND STRYKER WILL NOT BE LIABLE FOR, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUE.

7. Force Majeure.Neither Party to this Agreement will be liable for any delay or failure of performance that is the result of any happening or event that could not reasonably have been avoided or that is otherwise beyond its control, provided that the Party hindered or delayed immediately notifies the other Party describing the circumstances causing delay.  Such happenings or events will include, but not be limited to, terrorism, acts of war, riots, civil disorder, rebellions, fire, flood, earthquake, explosion, action of the elements, acts of God, inability to obtain or shortage of material, equipment or transportation, governmental orders, restrictions, priorities or rationing, accidents and strikes, lockouts or other labor trouble or shortage.

8. Default and Cancellation. In the event of Buyer�s default in payment for the Products purchased hereunder upon the terms and conditions agreed upon with Seller, Buyer shall be responsible for all reasonable costs and expenses (including reasonable attorney�s fees) incurred by Seller in collection of any sums owing by Buyer, and Seller shall not be obligated to make any further deliveries to Buyer. Should Buyer elect to cancel its order, in whole or in part, Buyer shall be liable to Seller for reasonable cancellation charges that shall include but not be limited to all costs and expenses incurred by Seller in connection with procuring and filling Buyer�s purchase order.

9. Returns. Products returned by Buyer for credit, replacement and/or repair shall be in accordance with the return policy of Seller, a copy of which may be obtained upon written request to Seller.

10. Compliance With Law; Not For Resale or Export. Buyer agrees to comply with all applicable laws and regulations of the various states and of the United Statesin the use of the Products. Buyer agrees and represents that it is buying for its own internal use only, and not for resale or export.

11. General. Except as provided below, neither Party may assign this Agreement without the prior written consent of the other Party, except that Stryker will have the right to assign this Agreement or any rights under or interests in this Agreement to any parent, subsidiary or affiliate of Stryker.  All of the terms and provisions of this Agreement will be binding upon, will inure to the benefit of, and be enforceable by successors and assigns of the Parties to this Agreement.  This Agreement will not confer any right or remedy upon any person other than the Parties hereto and their respective successors and permitted assigns. This Agreement and document referred herein constitutes the entire agreement between the Parties with respect to this subject matter, and any modification or amendments to this Agreement must be in writing and signed by both Parties.  If any provision of this Agreement is deemed illegal, invalid or unenforceable the Parties will endeavor to replace it by another provision that will as closely as possible reflect their original intention.  No right or remedy conferred in this Agreement is intended to be exclusive of any other right or remedy, and each and every right and remedy will be cumulative and in addition to any other right or remedy given now or existing in law or in equity or by statute.  The validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. IN NO EVENT WILL EITHER PARTY BE LIABLE (WHETHER ARISING IN CONTRACT, TORT, WARRANTY OR OTHERWISE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS.  This Agreement will be governed by and construed in accordance with the laws of the State of Michigan as applicable to contracts made and to be performed in that state, without regard to conflicts of laws principles.

Invoice Terms and Conditions Final 101006