Annuvia Terms of Sale
1. Definitions. “Agreement” means these Terms of Sale, together with any documents they expressly incorporate by reference. “Products” means the products sold or leased to a party by Annuvia (including any training products, including training classes, but excluding Services). “Quote”, “Proposal” or “Order Form” mean the document(s) that set forth the Products agreed to be purchased by you (including any web checkout form). The Quote includes your billing address and shipping address for the Agreement and other important information. Services means the online, web-based applications and platform provided by Annuvia via http://www.onlineoversight.com and/or other designated websites or services as described in our user guide (available upon request), including associated offline components; provided, that, for the avoidance of doubt, Services does not include training classes.
2. Type of Sales; Acceptance. You agree to accept these Terms of Sale either by (i) clicking to accept or agree to the Terms of Sales, where this option is made available to you on our Website, (ii) by executing the Quote where indicated and faxing or emailing a copy to Annuvia, (iii) by emailing Annuvia and indicating acceptance in the body of the email, (iv) by receiving Products or (v) by scheduling any training class. You understand and agree that Annuvia will treat your receipt of Products as acceptance of the Terms of Sale. If you make a purchase through the Website, Annuvia shall provide you proof of purchase information on the Website after the purchase transaction is complete, so that you may print the information at the time you complete the order if desired. If you have any questions regarding the ordering process, please contact Annuvia by phone at (866) 364-7940 or by email at firstname.lastname@example.org. Once we receive and confirm payment for Product order, we or our affiliates (at our election), will fulfill the order within 30 calendar days (or such later date as you might schedule delivery), and if there are any delays, we will contact you through the email address you provide at the time of the order to inform you of any unusual delays that may occur from time to time. In such situations, for standard Products, if we delay shipment by more than 30 days, we will offer for you to continue the order or to cancel the order; provided, however we must receive a response from you within the period stated in the notice if you wish to cancel the order.
3. Payment Methods. You may pay by credit, debit, check card, wire transfer, check, PayPal, Google Checkout, or such other method as indicated and pre-approved on your Quote or Order Form. When you provide Annuvia with your card information, Annuvia will obtain a pre-approval from your card company for the amount of the order, which may result in a corresponding block on your available credit while the pre-approval remains in place. If ordered through our Website, once accepted, we will post payment confirmation (“Order Confirmation”) for you to print and retain for your records and any possible warranty claim you may submit in the future. Annuvia accepts American Express, MasterCard, and Visa with a billing address within the United States. We may require the credit, debit, or check card security code of your card for any online purchase to protect against the unauthorized use of your credit card by other persons. You represent and warrant that you have the right and are authorized to use the credit, debit or check card you present to purchase Products and that the billing and related information you provide is accurate and truthful. If for any reason you have not authorized charges to be made to your credit, debit or check card, or your credit, debit or check card issuer does not pay Annuvia for charges, Annuvia reserves the right to immediately suspend or terminate the transaction and stop the shipping of Products. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date.
4. Billing and Shipping Addresses. You agree that the billing and shipping contact names and addresses found on the Quote are accurate and acceptable. While Annuvia may make commercially reasonable efforts to update erroneous Product shipment addresses while Products are in transit, You will not hold Annuvia liable for any forwarding, return, or re-directing fees should you change the shipment address from that which is reflected on the Quote. All such fees will be charged and billed to you.
5. Pricing, Taxes, Pricing Errors. Prices offered are quoted in U.S. Dollars. Such prices do not include sales taxes where applicable. You are responsible for any state and local sales or use taxes that may apply to your order, which may be added to your total invoice price during the checkout process.
6. Payment Disputes; Returns. If you dispute any charge for purchases of Products, you must notify Annuvia in writing within thirty (30) days of any such charge. Failure to so notify Annuvia shall result in the waiver by you of any claim relating to such disputed charge. You shall pay a penalty on any overdue amounts due pursuant to the terms of these Terms of Sale of 1.5% per month, or the maximum rate permitted by law, whichever is less. A $30.00 charge will be assessed on checks drawn on accounts with insufficient funds. All returns are subject to the Annuvia Return Policy, located at http://onlineoversight.com/site/returns. In the event you cancel a training class within 5 days of the scheduled date for such class, you agree to promptly pay Annuvia a $250.00 cancellation fee.
8. Limited Warranty and Disclaimer of Warranties. THE MANUFACTURER’S WARRANTY (IF ANY) OF PRODUCTS CONSTITUTES THE ONLY WARRANTY WITH RESPECT TO THE PURCHASE OF ANY PRODUCTS. WE DO NOT WARRANT THAT THE DESCRIPTIONS OR OTHER CONTENT ON THE WEBSITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. EXCEPT TO THE EXTENT SET FORTH ABOVE WITH RESPECT TO MANUFACTURER’S WARRANTY, THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS. WITHOUT LIMITING THE FOREGOING, ANNUVIA EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCTS, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT AND ACCURACY. ANNUVIA DOES NOT WARRANT THAT OPERATION OF THE PRODUCTS WILL BE ERROR-FREE OR THAT PRODUCTS WILL IN EVERY CASE PERFORM AS DESCRIBED ON THE WEBSITE. Some states do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so limitations or exclusions may not apply to you. The disclaimers, exclusions, and limitations of liability herein will not apply to the extent prohibited by applicable law. This Section shall survive termination of this Agreement.
9. Limitation of Liability. (a) IN NO EVENT SHALL ANNUVIA’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE PRODUCTS, WHETHER IN CONTRACT OR TORT OROTHERWISE (INCLUDING FOR INDEMNIFICATION AND ATTORNEYS’ FEES), EXCEED THE PURCHASE PRICE OR FEES PAID BY YOU TO ANNUVIA FOR THE PRODUCTS. (b) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS AND THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. (c) ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SALE OR THE PRODUCTS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. (d) YOU ACKNOWLEDGE AND AGREE THAT ALL TRAINING CLASSES AND PROGRAMS WILL BE TAUGHT FROM THE CURRICULUM DEVELOPED BY THE AMERICAN HEART ASSOCIATION (OR SIMILAR NATIONALLY RECOGNIZED GROUPS) AND THAT ANNUVIA IS MAKING NO REPRESENTATIONS OR WARRANTIES REGARDING (AND SHALL HAVE NO LIABILITY RELATING TO) THE ADEQUACY OR SUFFICIENCY OF SUCH COURSE MATERIALS OR PROGRAMS.
10. INDEMNIFICATION. Annuvia is not be responsible for the installation or maintenance of any Products. You shall be solely responsible for the installation and maintenance of all Products purchased or leased by you. You shall defend, indemnify and hold harmless Annuvia, its affiliates, and their respective officers, employees and agents against all claims, damages, liability, losses, fines, judgments, costs, and expenses, including, without limitation, court costs and reasonable attorney fees (each a “Claim”), relating to or arising out of (a) your failure to comply with any applicable law; or (b) your fraud, intentional misconduct or gross negligence (including, any failure to maintain your equipment or act upon the maintenance or other suggestions provided by us).
11. Compliance; Medical Disclaimer. We shall not be responsible for any liabilities arising out of the failure of you to comply with applicable laws and regulations. You shall ensure that all Products, whether purchased from us or a third party, are maintained in accordance with the third-party’s guidelines and in accordance with local and state laws, to the extent applicable. This Section 11 includes properly maintaining automated external defibrillator (“AED”, and each AED purchased from Annuvia pursuant to the Terms of Sale is a Product) units, conducting regular readiness checks, and ensuring AED equipment has current electrode pads and batteries. Nothing in this Section shall imply that we will be held responsible or liable for any of your failures to properly manage and maintain your AED equipment per any third-party guidelines or local or state laws. Many AEDs require a prescription to purchase. Annuvia provides prescriptions free-of-charge where applicable and includes a copy with your order. If you did not receive a prescription with your AED, please call 800-233-6895 for a new copy. The prescription facilitates the purchase of your AED, but may not meet all federal, state, or local requirements for deploying the AED on your premises. By accepting the prescription(s) and AED, you agree to your responsibility to comply with all legal and recommended requirements for AED placement. These include, but are not limited to, medical control and oversight, ongoing CPR/AED training, event review, policies and procedures updates, equipment maintenance, and ongoing AED program compliance. Some states require acquirers of AED to obtain medical direction and oversight for their AED programs to qualify for benefits of local Good Samaritan laws. Upon request, Annuvia has compliance assistance programs with respect to such laws.
12. General. No rights are granted to you hereunder other than as expressly set forth herein. These Terms of Sale inure to the benefit of Annuvia’s successors and assigns (including successors by merger). All notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of an indemnifiable claim). Notices to you shall be sent to the address and/or email address you provide us; notices to Annuvia must be sent to 1800 US Hwy 51 N, Woodruff, WI 54568; Fax 888-364-2377 or such other address as may be provided by Annuvia. This Agreement shall be governed by and construed in accordance with the laws of Madison, WI, without regard to choice of law or conflicts of law. Exclusive venue in any action arising hereunder shall be in the state and federal courts located in Madison, WI. The parties hereby consent to the jurisdiction of such courts and agree that they shall not challenge such venue or jurisdiction. There are no third-party beneficiaries to this Agreement. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. When you visit the Website or send emails to us, you are communicating with us electronically. By agreeing to this Agreement, you consent to receive communications from us electronically. This Agreement, including all Order Forms, constitutes the entire agreement between the parties relating to the relevant Products and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. All of these Terms of Sale shall survive the sale and delivery of the Products to the maximum extent permitted by applicable law.
Last Updated: July 12, 2016