1. Intellectual Property.
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by SI Medical Supply, or any trademarks or service marks owned by suppliers to SI Medical Supply. All materials contained on the www.simedicalsupply.com website are subject to the ownership rights of SI Medical Supply and its suppliers. Customer shall have no right to copy or use any of the intellectual property of SI Medical Supply or its suppliers without SI Medical Supply’s permission.
2. Force Majeure.
SI Medical Supply shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of SI Medical Supply in the conduct of its business.
Customer shall not assign any order, or any interest therein, without the prior written consent of SI Medical Supply. Any actual or attempted assignment without SI Medical Supply’s prior written consent shall entitle SI Medical Supply to cancel such order upon notice to customer.
4. No Third Party Benefit.
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
5. Waiver, Choice of Law and Venue.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Illinois, excluding its conflict of law rules, and venue shall either be in the state courts in Lake County, Illinois or the federal courts for the Northern District of Illinois.
If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
7. Modification of Terms.
SI Medical Supply’s acceptance of any order is subject to customer’s assent to all of the terms and conditions set forth herein. Customer’s assent to these terms and conditions shall be presumed from customer’s receipt of SI Medical Supply’s acknowledgment, or from customer’s acceptance of all or any part of the products ordered. No additions or modifications of SI Medical Supply’s terms and conditions by customer shall be binding upon SI Medical Supply, unless agreed to in writing by an authorized representative of SI Medical Supply. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in SI Medical Supply’s acknowledgment, SI Medical Supply’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by SI Medical Supply of any of the terms and conditions contained herein or in SI Medical Supply’s acknowledgment.
8. Complete Agreement.
The terms and conditions in: (i) SI Medical Supply’s forms, (ii) acknowledgments, (iii) quotations, (iv) invoices, (v) websites, (vi) catalogs are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and SI Medical Supply.