1. Acceptance
REDICARE'S ACCEPTANCE OF THIS ORDER IS EXPRESSLY CONDITIONED UPON CUSTOMER'S ACCEPTANCE OF ALL TERMS AND CONDITIONS CONTAINED HEREIN. The terms and conditions herein constitute a binding Agreement between Redicare and Customer concerning the equipment leased and goods sold under the Redicare Auto Essential package. Modifications must be in writing and signed by both parties.
2. Ownership
All leased or rented goods, equipment, materials, or other items provided under this Agreement ("items") shall remain the property of Redicare, and all sold goods remain the property of Redicare until the invoice is paid in full. Applicable taxes are excluded unless otherwise stated.
3. Pricing and Payment
The Auto Essential package is offered at a discounted rate of $179.00 per month, conditioned upon annual prepayment. Customer shall prepay twelve (12) months of service in advance for each year of the Agreement term. The first annual payment is due upon execution of this Agreement; the second annual payment is due on or before the first anniversary of the installation date.
If Customer fails to remit an annual prepayment when due, the discounted rate no longer applies and Customer's rate reverts to the standard Auto Essential rate of $299.00 per month, invoiced monthly, for the remainder of the term. Customer agrees to pay all invoiced amounts within ten (10) days of the date of the invoice and shall pay Redicare's cost of collection of overdue invoices, including reasonable attorneys' fees and interest of 1.5% per month or the greatest amount allowable at law. After three late payments, Redicare may cancel this Agreement and recover its equipment at Customer's expense, including legal and retrieval costs.
4. Delivery and Claims
All claims relating to quantity or errors in delivery shall be waived by Customer unless made in writing to Redicare within five (5) days after delivery. Once delivered, any lost, stolen, or damaged property is the Customer's responsibility. Delivery dates are not guaranteed and Redicare has no liability for damages that may result due to any delay in shipment. If applicable, to ensure clarity and prevent confusion, Redicare will remove, at no additional charge, any existing first aid supplies/equipment (e.g., cabinets, eyewash stations) from the site at the time of installation. Otherwise, Redicare will not be responsible for any former or non-Redicare equipment that remains in use, is recalled, or otherwise causes confusion.
5. Term and Termination
The Agreement term is two (2) years, automatically renewing for another two (2) years at the end of each term unless either party provides thirty (30) days' written notice. Price changes will be communicated in writing. (a) If termination is for cause by either party, the other party shall be given an opportunity to resolve the issue. (b) If Customer terminates before the end of the current term, Customer shall be responsible for all outstanding invoices and the full remaining balance of the Agreement's term (pro-rated based on prior contract charges) at the time of equipment removal. Prepaid amounts are non-refundable and will be applied toward the remaining balance owed. (c) Regardless of when termination occurs, including at the conclusion of the current term, Redicare reserves the right to charge a removal fee of $150.00 per rental unit at the time of equipment retrieval. (d) If this Agreement is terminated for any reason, Redicare shall have the immediate right to enter Customer's premises at a reasonable time to remove its leased or rented equipment. Failure to allow access may result in additional fees, including legal and recovery costs. (e) Training classes changed/canceled within 2 business days may be billed up to the full amount and/or travel. (f) In the event that Customer sells, merges, or otherwise transfers ownership of its business, Customer agrees to provide Redicare with at least thirty (30) days' prior written notice. If notice is not provided, Redicare reserves the right to assume that this Agreement continues in full force and effect with the new owner(s), who shall be bound by its terms.
6. Equipment Location and Service Access
The location of any equipment leased by Redicare may not be changed without the express written permission of Redicare. Temporary service suspension requires ten (10) days' prior written notice. Written notice should indicate the anticipated length of the closure and will extend the term of this Agreement by the same length. Additional or off-schedule service calls may be requested but may incur service charges. Customer may be billed for equipment lease if Redicare comes to the site to service it and makes a reasonable attempt to access items but is barred from access; blocked access includes, but is not limited to, locked gates, locked doors, animals, persons, or emergencies blocking passage. Customer is responsible for reasonable shipping costs for items requested off-service.
7. Warranty
At the time of delivery, the equipment will exceed the ANSI/ISEA Z308.1-2021 standard referred to by OSHA. THIS REPRESENTATION SHALL BE REDICARE'S SOLE WARRANTY. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, ALL SERVICES, MATERIALS, AND EQUIPMENT ARE PROVIDED "AS IS". ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER'S SOLE RECOURSE AGAINST REDICARE IS LIMITED TO THE PROVISIONS IN SECTION 7 ABOVE, AND IN NO EVENT SHALL REDICARE BE RESPONSIBLE OR LIABLE TO CUSTOMER (OR CLAIMS OF ANY THIRD PARTY AGAINST REDICARE) FOR SPECIAL, INDIRECT, COLLATERAL, PUNITIVE OR EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF REDICARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF GOODWILL, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS OPPORTUNITY, OR OTHER DAMAGES RESULTING FROM ANY DELAY, ACT, ERROR OR OMISSION OF REDICARE HOWEVER CAUSED INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, AND STRICT LIABILITY.
9. Compliance and Indemnification
It is the responsibility of the Customer to comply with all federal, state, or local requirements concerning compliance. Customer agrees to indemnify, defend, and hold harmless Redicare, its officers, employees, and agents from and against all claims, liabilities, damages, costs, and expenses (including attorneys' fees) arising out of or related to: (a) the use, misuse, or failure of the equipment by Customer, its employees, guests, or contractors; (b) any injury, death, or property damage caused by Customer's actions or negligence; (c) Customer's failure to comply with federal, state, or local regulations. This indemnification shall survive termination of this Agreement.
10. Force Majeure
Redicare shall have no liability to Customer for delay or failure to perform due to any cause beyond its reasonable control.
11. Reasonable Usage
Reasonable usage is deemed to be industry-standard usage. If Redicare notifies Customer that their usage is typically greater than the industry standard and Redicare continues to see abuse, the Customer may be required to make additional payments or renegotiate its agreement with Redicare.
12. Governing Law
This Agreement is governed by New York law. Disputes shall be resolved in Rockland County, NY. If any provision of this Agreement is held illegal or unenforceable, such provision shall be severed and shall be inoperative, and the remainder of this Agreement shall remain operative and binding on the Parties.
