GSA Terms of Purchase

Configuration Summary

The Configuration Summary describes the product(s) that you have configured and ordered, including options, pricing and business information (may exclude state taxes and shipping/delivery fees). PLEASE CAREFULLY CHECK YOUR CONFIGURATION SUMMARY AT TIME OF ORDERING FOR 100% ACCURACY. ALL ORDERS ARE CUSTOM BUILT TO THE ORDER SPECIFICATIONS AND MAY NOT BE REFUNDABLE.

Definitions In this Agreement, the following terms shall have the meanings ascribed to them below:

1. Buyer: Refers to the party entering into this Agreement with Hill Laboratories Company for the purchase of the Product(s).
2. Hill Laboratories: Refers to Hill Laboratories Company or its affiliate, the entity providing the Product(s) and entering into this Agreement with the Buyer.
3. Product: Refers to the medical tables or related equipment and accessories configured and ordered by the Buyer, as described in the Configuration Summary and covered by the terms of this Agreement.
4. Configuration Summary: Refers to the document that outlines the specific details of the configured and ordered Product(s), including options, pricing, and business information.
5. Order Date: Refers to the date on which the Buyer places the order for the Product(s).
6. Order Fee: Refers to the payment made by the Buyer to Hill Laboratories at the time of ordering, indicating the Buyer’s commitment to the purchase.
7. MPLC: Refers to the financing affiliate, if applicable, engaged in providing financing options for the purchase of the Product(s).
8. Freight-On-Board (FOB): Refers to the shipping arrangement where the Buyer assumes responsibility for the Product(s) once they are loaded onto the designated carrier.
9. Independent Hill Laboratories Dealer: Refers to an authorized dealer independent of Hill Laboratories, engaged in the delivery, installation, and demonstration of the Products.
10. Ship Date: Refers to the date when the Product(s) are shipped from Hill Laboratories to the Buyer.
11. White Glove Delivery: Refers to a premium delivery service that includes assistance with unloading the table, placing it in the building, and other additional services.
12. Configuration Changes: Refers to any alterations or modifications made by the Buyer to the initially configured Product(s) after the Order Date.

Terms & Conditions

These Terms & Conditions below are effective as of the date you place your order (Order Date).

1. Agreement to Purchase. You agree to purchase the Product(s) (the “Product”) from Hill Laboratories Company, or its affiliate (“we,” “us” or “our”), pursuant to the terms and conditions of this Agreement. Your Product is priced and configured based on features and options available at the time of order. Options, features or hardware released or changed after you place your order may not be included in or available for your Product. If you are purchasing a used/refurbished Product, it may exhibit signs of normal wear and tear in line with its respective age.
2. Payment Terms. Domestic purchases can be paid in full, 50% down payment (the remaining 50% balance will be automatically debited after 60 days of your order date or before shipment, whichever comes first) or financing through our affiliate MPLC, upon application approval. Payments can be made by cash/check, ACH, credit card or wire transfer. Finance purchases are provided through MPLC and withdrawn using ACH debit. Down payment is the first payment (one-year finance term), payable at the time of ordering or two payments (two or three-year finance terms) which are payable at the time of ordering. International purchases require a 50% deposit of the total price by wire-transfer payment the remaining 50% balance will be automatically debited after 60 days of your order date or before shipment, whichever comes first) by wire-transfer payment. International customers are required to pay all customs and taxes associated with the country/territory of delivery. In the event of default on any payment terms, the Buyer agrees to pay a late fee of 1%/month on the overdue amount. Failure to remedy the default within 30 days may result in the cancellation of the order at the discretion of Hill Laboratories.
3. Purchase Price, Taxes and Shipping Fees. The purchase price of the Product is indicated in your Configuration Summary / Order Acknowledgement. The purchase price does not include state taxes (if outside of PA) and the shipping/delivery fees, which are dependent on the current freight and dealer delivery fees (if applicable). You are responsible for paying these additional taxes and fees. If you present a check for any payment, we may process the payment as a normal check transaction, or we may use information from your check to make a one-time electronic fund transfer from your account, in which case your bank account will reflect this transaction as an Electronic Fund Transfer.
4. Order Process; Cancellation; Changes. After you submit your completed order, we will begin the process of preparing and coordinating your order on our production schedule. At this point, you agree that the Order Fee has been earned. Any cancellations or changes to the order must be communicated in writing to Hill Laboratories within 10 days of the Order Date. Changes made after this period may not be executable and may be subject to additional fees or pricing adjustments. If you cancel your order or breach this Agreement and we cancel your order, you agree that we may retain as liquidated damages at least 50% of the total Order Fee, to the extent not otherwise prohibited by law. You acknowledge that the cancellation fee is a fair and reasonable estimate of the actual damages we have incurred or may incur in processing and producing your custom order. If you make changes to your order, you may be subject to potential price increases for any pricing adjustments made since your original Order Date. Any cancellations after the delivery of the Product will not be accepted unless the Product was not made according to the specifications in the Configuration Summary and is the fault of us or our affiliates. Any changes made by you to your Product Configuration, including changes to the delivery location or estimated delivery date, will be reflected in a revised Configuration Summary that will form part of this Agreement. The Order Fee and this Agreement are not made or entered into in anticipation of or pending any conditional sale contract.
5. Shipping and Delivery. Typical lead times may vary from your Order Date to Shipping and Delivery. Any agreements to shorten or lengthen current build times must be made at the time of ordering with Hill Laboratories. Your order is shipped Freight-On-Board. Your product will be securely shipped and delivered according to your freight service selection. Deliveries, installation and demonstration may be made by an Independent Hill Laboratories Dealer who sells and services the Products. Additional fees may apply. Freight charges will be billed and collected at the time of delivery either by an Independent Hill Laboratories Dealer or by the Freight company itself. Fees may vary by destination. If customers would like to prepay for their delivery fee or get an estimate, please contact Hill Laboratories prior to shipment. The freight company or Independent Hill Laboratories Dealer will call you to arrange delivery date and time window. Standard delivery (not White Glove) may require assistance to the driver in unloading the table and placing it in your building. The Independent Hill Laboratories Dealer or the Freight company reserves the right to limit delivery to curb-side only if there are steps, ramps or any obstructions. Any instances of freight damage must be reported to us at the time you receive the product. You agree to record on the bill of lading with the freight carrier that the freight was delivered damaged. You have the option to reject or accept the freight as is. If damage is reported, we will file a claim and correct the issue in a timely manner to the best of our ability. If a report is not made upon receipt within 24 hours of receiving the order, it shall be conclusively presumed and be valid evidence as between that said product was in good condition when received, and that you have accepted and approved said product, and is satisfied that the product constitutes the product specified in the contract.
6. Product Warranty. All Products are warrantied for one (1) calendar year from the Ship Date of the Product for all parts and any shipping fees. Warranty does not cover labor or service charges. Cushion, vinyl, paint and plastic wear and tear is not considered under warranty unless the fault is with Hill Laboratories based on material quality defects or workmanship. After one (1) year, replacement parts, consisting of any parts ordered through an approved dealer or directly from Hill Laboratories, are warrantied against defect in material from the date of purchase. To initiate a warranty claim, the Buyer must notify Hill Laboratories within one (1) calendar year from the Ship Date of the Product. The notification should include the serial number of the product and a detailed description of the issue. Replacement parts covered under warranty must be purchased through an approved dealer or directly from Hill Laboratories.
7. Limitation of Liability. We are not liable for any incidental, special or consequential damages arising out of this Agreement. Your sole and exclusive remedy under this Agreement will be limited to reimbursement of your Order Fee. Notwithstanding any other provision of this Agreement, nothing herein shall limit or exclude liability for death or personal injury resulting from negligence, fraud, or intentional misconduct.
8. Governing Law; Integration; Assignment. This Agreement is entered into and effective as of the date you accept this Agreement, by electronic means or otherwise. By confirming and accepting this Agreement, you agree to the terms and conditions of this Agreement. Prior agreements, oral statements, negotiations, communications or representations about the Product sold under this Agreement are superseded by this Agreement. Terms relating to the purchase not expressly contained herein are not binding. We may assign this Agreement at our discretion to one of our affiliated entities.
9. Dispute Resolution
9.1 Agreement to Resolve Disputes: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved through good faith negotiations between the parties.
9.2 Mediation: If the parties are unable to reach a resolution through negotiations within 90 days, they agree to submit the dispute to mediation. The mediator shall be mutually agreed upon by both parties, or, in the absence of agreement, appointed by Hill Laboratories Company. The mediation shall take place in Pennsylvania, and the costs shall be shared equally between the parties.
9.3 Arbitration: If mediation does not result in a resolution, any unresolved dispute shall be submitted to binding arbitration in accordance with the rules of The State of Pennsylvania. The arbitrator’s decision shall be final and binding upon both parties. The arbitration proceedings shall take place in Pennsylvania.
9.4 Exceptions Notwithstanding the above, either party may seek injunctive relief or pursue other equitable remedies in a court of competent jurisdiction within 30 days to address any actual or threatened harm.
10. Severability
10.1 Severability Clause If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable to the fullest extent permitted by law.
10.2 Modification of Invalid Provision Should any provision be deemed invalid or unenforceable, the parties agree to negotiate in good faith to modify such provision to the extent necessary to make it valid and enforceable while preserving its intent.
11. Notices
11.1 Method of Notices All notices, requests, demands, or other communications required or permitted by this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or three (3) days after being mailed by certified or registered mail, postage prepaid, return receipt requested, to the addresses of the parties as specified in this Agreement or as subsequently modified by written notice. Notices shall be considered delivered upon the earlier of actual receipt or the specified delivery timeframe.
11.2. Addresses for Notices Notices to the Buyer shall be addressed to the address provided by the Buyer in the Configuration Summary or any subsequent written notice. Notices to Hill Laboratories shall be addressed to:

Hill Laboratories Company
ATTN: Admin
3 N. Bacton Hill Road
Frazer, PA 19355