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Purchase Orders
Buyer may order products and parts by telephone (Gunnell’s written confirmation, if any, shall be conclusive evidence of such order), facsimile, Gunnell’s website, or written communication (each, a “Purchase Order”), identifying the products or parts by number, quantity, purchase price, address for delivery, date of shipment and any special shipping instructions. All Purchase Orders are subject to acceptance by Gunnell Inc. in its sole discretion. Any terms or conditions in any Purchase Order, which are inconsistent with, or are in addition to these Terms, shall be null and void. Gunnell Inc. shall use reasonable efforts to timely fill orders accepted by Gunnell Inc. subject to availability, demand, inventory and other factors. Any orders shipped COD will be assessed a $20.00 COD fee.
Change of Orders
No order accepted by Gunnell Inc. may be canceled or altered by Buyer within twenty (20) days prior to any scheduled ship date. Prior to such date, Gunnell Inc. shall use its reasonable efforts to accommodate Buyers written request for cancellations or alterations; provided that Gunnell Inc. may impose reasonable material, labor, storage or cancellation charges. Orders for Flat Platform Wheelchairs or Positioning Platform Wheelchairs cannot be cancelled or altered after manufacturing begins.
Products and Pricing
Gunnell Inc. reserves the right to change, without prior notice, the design, construction, and type of materials used in the manufacture of any of its products. Gunnell Inc. further reserves the right to discontinue, without prior notice, any of its products and/or replacements parts therefore. Gunnell Inc. may modify the prices of its products at any time, upon thirty days (30) prior written notice to Buyer. Billing and payment shall be in US Dollars, unless otherwise agreed in writing by the parties.
Payment Terms
Buyer must pay for all products in accordance with the payment terms set forth on Gunnell’s invoice unless otherwise agreed in writing with Buyer. Any payment not made when due shall accrue interest at the rate of 1.5% per month (18% A.P.R.) until paid in full. In the event Buyer fails to make a payment when due, Buyer shall pay all reasonable costs of collection, including reasonable attorney’s fees. Buyer agrees to pay a $36.00 service charge on any returned check. If a payment is not made in accordance with the applicable payment terms, Gunnell Inc. may suspend all further deliveries, or require full or partial payment in cash, in advance, on new orders. Any rehab product “secondary discounts” will apply only if payment is made within the applicable payment terms. In addition to the foregoing, if Buyer has an outstanding balance on an account and that account is past due and Buyer has not previously notified Gunnell Inc., in writing, of a dispute involving the charges for such account, Buyer must pay a Late Payment Fee of $49.00 for each month that the account is past due.
Freight Terms
All Freight terms applicable to the purchase of products and parts by Buyer shall be posted on the Gunnell Inc. website (www.gunnell-inc.com) and available to Buyer upon Buyer’s request and may be modified by Gunnell Inc. from time to time without additional notice to Buyer. The applicable freight terms for each order shall be the freight terms posted on the Gunnell Inc. website on the date the goods are shipped.
Partial Shipments
Gunnell Inc. will attempt to combine multiple orders for a single shipment. However, Gunnell Inc. reserves the right to make delivery in installments, which will be separately invoiced, and buyer shall make payment for installments per invoice terms without regard to subsequent deliveries. Delay in delivery of any installments shall not relieve Buyer of its obligations to accept remaining deliveries.
Delivery and Risk of Loss
All products will be sold Ex Works, Sellers Factory or Distribution Center, unless otherwise agreed in writing by Gunnell, Inc. and Buyer. Delivery of products to Buyer’s carrier shall constitute delivery to Buyer; thereafter, all risk of loss or damage shall be Buyer’s responsibility, with claims submitted to Buyer’s carrier.
Inspection
Claims for shortages, errors in delivery or defects apparent on visual inspection must be made in writing to Gunnell, Inc. within ten (10) days after receipt of shipment. Buyer’s failure to give timely notice of the same shall constitute unqualified acceptance of such shipment.
Security Interest
To secure all of Buyer’s obligations to Gunnell, Inc. hereunder and any other agreement between Buyer and Gunnell, Inc., Gunnell, Inc. hereby reserves and Buyer hereby grants to Gunnell, Inc. a purchase money security interest in all products and parts purchased by Buyer from Gunnell, Inc., all inventory consisting of products purchased from Gunnell, Inc., together with any and all proceeds and other amounts from time to time paid or payable under or in connection with any of the foregoing, upon sale or other disposition or otherwise, whether permanent or temporary and whether voluntary or involuntary, including, without limitation, any and all money, cash or cash equivalents, accounts receivable, contract rights, chattel paper, documents, instruments, deposit accounts and general intangibles now existing or hereafter arising from or related to such property. Buyer hereby authorizes Gunnell, Inc. to file any and all documents or instruments, including without limitation, financing statements and continuation statements, which are reasonably necessary to perfect or continue such security interest.
Discounts
If Buyer submits a claim or request for Medicare or Medicaid payment for products purchased from Gunnell, Inc., Buyer is responsible for fully and accurately reporting to applicable government agencies all discounts, rebates incentive payments, bonuses and the like applicable to such products, including those reflected herein and others which may apply.
Taxes/Fees
Buyer shall be responsible for any duty tax, fee or change of any nature imposed by any governmental authority upon the sale of products to Buyer. In the event Gunnell, Inc. is required to pay such tax, fee or charge, Buyer shall reimburse Gunnell, Inc. within ten (10) days.
Warranty
A current written warranty statement is supplied with each product. A copy of the current written warranty statement is also available from Gunnell, Inc. upon request. GUNNELL’S WRITTEN WARRANTY STATEMENT IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES, STATUTORY OR OTHERWISE, INCLUDEING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. If the condition of the product is such as might or would (subject to these conditions) entitle Buyer to claim damages, to repudiate the Purchase Order, or to reject the product, Buyer shall first make written request of Gunnell, Inc. to fulfill any warranty obligations. To the extent of a valid warranty obligation as determined by Gunnell, Inc., Gunnell, Inc. shall then be entitled to take corrective actions within a reasonable time in the manner it deems appropriate. If Gunnell, Inc. does so repair the product or supply a satisfactory substitute product or effect repayment or rectification, then Gunnell, Inc. shall be under no liability in respect of any loss or damage of whatever nature arising from the initial delivery of the defective product or the performance of its warranty obligations. Buyer shall not extend to any end-user warranty terms, which are different than Gunnell, Inc. standard warranty terms.
Limitation of Liability
Gunnell, Inc. shall not be liable for (a) claims arising by reason of death or personal injury except so far as the death or injury is attributable to a failure by Gunnell, Inc. to exercise reasonable care; or (b) any lost profits; or (c) any lost revenue or goodwill; or (d) any indirect or consequential damages. As more fully set forth in Gunnell’s warranty policy, Gunnell, Inc. warranty obligations shall not apply to the negligence of Buyer, or end-users of the products, including without limitations: (i) any use, modification, maintenance, repair or combination with other devices not in accordance with written instructions; (ii) exposure of the product to accident or natural causes (such as fire, flood, wind, water, power failure); or (iii) operation of the product beyond its normal useful life.
Returns
Products may be returned to Gunnell, Inc. only with prior written permission from an authorized representative of Gunnell, Inc. All approved returns must be shipped at Buyer’s cost as directed in Gunnell’s return policy, and must be properly packaged as instructed by Gunnell, Inc. Product returns, which are not approved or are not prepaid, will not be accepted by Gunnell, Inc. Product returns for non-warranty items are subject to a service charge of 25%, or such other amount then in effect.
Indemnity
Buyer agrees to indemnify and hold harmless Gunnell, Inc. and any of its officers, directors, parent, subsidiary or affiliated companies from any and all claims, losses, damages, charges, expenses (including reasonable attorneys’ fees and product recall expenses) arising out of any negligent actions of Buyer including but not limited to the maintenance, repair or alteration of any product, or the improper assembly or incorporation of the product into any other device.
Delays
Gunnell, Inc. shall not be liable for any damage as a result of any delay in performance or nonperformance due to any cause beyond Gunnell’s reasonable control, including, without limitation, an act of God, act of the Buyer, delays caused by Gunnell’s suppliers or subcontractors, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, war, riot, delay in transportation, or inability to readily obtain necessary labor, materials or manufacturing facilities.
Intellectual Property
“Intellectual Property” means any and all patents, copyrights, trademarks, trade names, trade secrets, and other propriety rights of Gunnell, Inc. or its affiliates, and all applications and registrations therefore. Buyer acknowledges that Gunnell, Inc. is the exclusive owner or licensee of all rights, title and interest in and to the Intellectual Property embodied in, related to, or associated with Gunnell, Inc. products. Buyer will immediately notify Gunnell, Inc. of any all suspected infringements of any Intellectual Property which may come to the attention of Buyer. Gunnell, Inc. will be responsible for taking any action to prevent infringement of the Intellectual Property.
Confidential Information
Buyer may become familiar with trade secrets and confidential information of Gunnell, Inc. which derive independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from their disclosure or use (“Confidential Information”). Buyer agrees not to disclose or utilize any Confidential Information, including without limitation, product specifications, prices, discounts, manufacturing costs, ideas, technical data, customer lists and sales reports to which Buyer has been privy.
Credit
Gunnell, Inc. may terminate any credit available within its sole discretion. Buyer understands that Gunnell, Inc. is relying on the truth and accuracy of the information provided to Gunnell, Inc. in any application for credit, as well as any other information provided to Gunnell, Inc. such as financial statements. Buyer authorizes Gunnell, Inc. to conduct any credit investigation of Buyer deemed necessary, including, but not limited to personal credit information about guarantors, general partners, proprietors and individual applicants. Buyer hereby explicitly authorizes trade and bank references to release credit information to Gunnell, Inc.
Miscellaneous
These Terms shell be construed in accordance with the laws of the State of Michigan without regard to conflicts of laws. The parties submit to the exclusive jurisdiction of state and federal courts in Michigan and waive any right to trial before a jury. Each party shall be responsible for its own attorneys’ fees and expenses, without regard to any prevailing party’s rights under applicable law. These terms shall be binding upon the parties, and their respective heirs, executors, administrators, successors and assigns. These Terms along with any other written agreement between Buyer and Gunnell, Inc. contain the entire agreement between the parties related to the transactions contemplated hereby. Failure of Gunnell, Inc. to object to provisions contained in any Purchase Order or other communication from Buyer shall not be construed as a waiver of these terms, nor an acceptance of any other terms.
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Wheelchair Crash Test
EP kicks off its Wheelchair Transportation Safety series with a visit
to the University of Michigan’s Transportation Research Institute. Click Here (The video will take a few minutes to load), to view footage of a crash test or click the button below for the full article.
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