Terms and Conditions

Legal Notice

The content of this website provides information on Omnicell. The content is protected by copyright, trademark and other intellectual property rights. You may not do anything that breaches these rights. The content is provided without any implied or express warranty. We will not be liable for any direct, indirect or consequential loss arising from your use of the content. Links to other sites are provided for convenience and these sites are not our responsibility.

 

Terms and conditions for supply of goods

These Conditions set out the terms on which Omnicell (“we” or “us”) have agreed to supply goods to the individual, firm or company to whom our quotation is addressed or whose order is accepted by us (“you”). By signing below you confirm that you have received a copy of these terms, and that you accept that they apply in the case of any order placed by you with Omnicell.

 

1. Definitions

“Contract” means any contract formed between you and us for the sale and supply of Goods and/or Services which shall comprise, our written specification/quotation/order acknowledgment, these Conditions and any other terms and conditions that we may bring to your attention.

“Consumables” means any packaging, labels, bags or similar goods or materials that are intended to be used and replaced which we supply to you.

“Customised Goods” means any Consumables that are specifically made to your specification.

“Equipment” means any heat sealing, pack filling, storage, de-blistering or similar equipment which we supply to you.

“Goods” means any Consumables, Equipment or other goods and materials we supply to you

“Price” means the price specified in our quotation or, if different, in our order acknowledgement.

“Services” means any installation, support, maintenance, training or other services which we supply to you.

 

2. Orders and Acceptance

2.1 Each order or acceptance of a quotation for Goods and/or Services by you shall be deemed to be an offer by you to buy Goods and/or Services from us subject to these Conditions.

2.2 Subject to clause 2.3, we will not be bound by any different or additional terms or conditions or any variations to any Contract unless they are expressly accepted by us in writing.

2.3 If an order or acceptance of a quotation relates in whole or in part to Equipment and/or Services the Contract may be subject to additional terms and conditions which may be supplied to you together with our quotation.

2.4 No order or acceptance of a quotation shall be deemed to be accepted by us until we issue a written acknowledgement of the order or (if earlier) we deliver the Goods to you.

 

3. Delivery

3.1 We will deliver the Goods at the place agreed in writing or, if none, at your normal place of business.

3.2 We will use all reasonable endeavours to deliver: Consumables within such a time period as may be agreed with the customer from time to time; and Equipment within the timescale indicated in our order acknowledgement. However time for delivery of the Goods shall not be of the essence and, accordingly, we accept no responsibility or liability in the event that we are unable for any reason to keep to any applicable timescale.

3.3 When delivery is to be made by instalments, each instalment shall be regarded as a separate Contract such that any defective or non-delivery in respect of any one or more instalments shall not entitle you to refuse to accept or pay for any other instalment or Contract.

3.4 We may suspend or cease delivery of Goods at our discretion if at any time you are in breach of your obligations under these Conditions or we have reason to believe that you may not be able to pay your debts as they fall due and in any such case we shall notify you in writing whereupon we shall have no further liability or obligation to you.

 

4. Short Deliveries & Defects

4.1 On delivery of Goods you will be asked to sign for receipt of the consignment. The quantity of any consignment of Goods as recorded by us upon despatch shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.

4.2 Any discrepancies between those Goods delivered and those ordered, and any damaged Goods must be notified, to us by 5pm on the working day following the day of delivery. To do this please call our customer service line (0113 270 0723) and speak to the Sales Administrator or leave a message with relevant details of the problem on our answer phone at weekends or out of office hours. Should both parties agree it to be appropriate, we will then send you a damage report form, which you should complete and return to us by post.

4.3 You must provide us with a reasonable opportunity to inspect any damaged consignment and investigate any short delivery.

4.4 If you fail to give notice as specified in section 4.2 then, except in respect of any defect which is not one which would be apparent on reasonable inspection, the Goods shall conclusively be presumed to comply with our written specification/quotation/order acknowledgement and, accordingly, you shall be deemed to have accepted the delivery of the Goods in question and we shall have no liability to you with respect to that delivery (except in relation to liability for any latent defects).

4.5 If you properly reject any delivery of the Goods that do not comply with our written specification/quotation/order acknowledgement then provided that the Goods have been properly stored by you we will at our option either replace the Goods within a reasonable time or issue a credit note at the pro rata Price against any invoice raised for such Goods. We shall have no further liability in respect thereof. Provided that the defect arises solely as a result of faulty Goods delivered by us, any replacement shall be carried out free of charge.

 

5. Price and Payment Terms

5.1 Invoices shall be sent in relation to each Contract on the day the Goods are despatched and/or the Services are undertaken. You shall pay the Price in the manner and at the times mentioned in our order acknowledgement or, if there is no such manner or times mentioned, not later than 30 days after the end of the month in which the invoice was issued. Time for payment shall be of the essence.

5.2 The Price specified in any quotation shall be valid for a period of 30 days from the date stated on it following which we reserve the right to vary the Price and issue a revised quotation. The presentation of a revised quotation shall supersede any previous quotation relating to those Goods and/or Services.

5.3 Unless otherwise stated all Prices are exclusive of VAT and any other applicable taxes, duties, delivery and packaging charges, all of which amounts you shall pay in addition when paying for the Goods and/or Services.

5.4 Failure by you to pay the Price or any instalment thereof in due time shall entitle us to treat such failure as a repudiation of the Contract by you and require you to make immediate payment of all monies due or becoming due to us and to recover from you damages for such breach of contract and/or at our option to charge interest in accordance with section 5.7. Furthermore, we reserve the right to withdraw any discounts that we have agreed with you and charge our usual retail price in relation to those Goods and/or Services.

5.5 You shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount or otherwise.

5.6 We reserve the right at any time to withhold credit facilities or to limit the period of credit that we grant to you.

5.7 If payment is not made in full by the due date we may charge interest on the amount outstanding at the rate of 3% above Barclays Bank plc base rate applicable from time to time until payment is made in full.

 

6. Storage

6.1 If we are unable through circumstances beyond our control (including your refusal to accept delivery for any reason or your failure to give adequate instructions for delivery) to deliver the Goods risk in the Goods shall pass to you, the Goods shall be deemed to have been delivered and we shall be entitled to store the Goods or to arrange storage until actual delivery is made, whereupon you shall be liable for all related costs and expenses (including storage and insurance).

6.2 If you submit an order in respect of Customised Goods and we agree to delay delivery of all or part of those Customised Goods at your request:

6.2.1 risk in the entire order of Customised Goods shall pass to you on the earlier of:

6.2.2 all Customised Goods ordered shall be deemed to have been delivered on the date risk passes in accordance with clause 6.2.1, but we shall at your request store or arrange storage for all or part of Customised Goods until actual delivery is made, whereupon you shall be liable for all related costs and expenses (including storage and insurance);

6.2.3 we may defer issuing an invoice in respect of all or part of the Customised Goods ordered until actual delivery is made but we reserve the right to issue an invoice in respect of the entire order of Customised Goods at any time after the date risk passes in accordance with clause 6.2.1.

 

7. Warranties

7.1 You acknowledge that you rely on your own skill and judgment in determining the suitability of the Goods for any particular purpose. We give no assurances as to suitability of Goods. You are alone responsible for ensuring that the Goods are sufficient and suitable for your purpose save only in so far as a person authorised to sign on our behalf has expressly agreed in writing that you may rely on our advice.

7.2 Subject to clauses 7.3 and 7.4, the Goods and/or Services shall be in accordance with any specification agreed in writing between you and us and shall be of satisfactory quality.

7.3 We reserve the right to alter the specification of our Goods from time to time. However, we shall notify you of any such changes and shall use reasonable endeavours to offer you a suitable replacement.

7.4 The dimensions of our Equipment are only approximate and may change, we give no warranty in respect of the dimensions and accept no liability in the event that the dimensions vary from those given in our quotation. Furthermore, we are continually developing and improving our Equipment and we reserve the right to supply you Equipment of a better specification than that which you ordered.

7.5 All warranties, conditions and other terms implied by statute or common law (save for conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded.

 

8. Retention of Title and Risk

8.1 Goods will remain our property, notwithstanding delivery to you, until you have paid to us in full all monies owed to us by you in relation both to that consignment and all other consignments of Goods under any Contract. For the avoidance of doubt, Equipment supplied on a rental basis shall remain our property in accordance with the additional terms and conditions supplied by us notwithstanding payment by you.

8.2 Whilst Goods remain our property you shall take proper care of them and keep them separate from your own goods and stored so as to clearly identified as belonging to us.

8.3 Your right to possession of the Goods shall terminate if at any time you shall have any distress or execution levied on any of your assets or an administrative receiver shall be appointed in respect of your assets or a petition shall be presented for your winding-up or for an administration order or bankruptcy proceedings shall be commenced or in any other circumstances where we have cause to doubt your ability to pay for Goods which we have delivered to you.

8.4 You grant us, our agents and our employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them. Where we recover possession of Goods title in which has not yet passed to you, you shall still have the obligation to pay the Price in accordance with clause 5 if those Goods are no longer of satisfactory quality.

8.5 The Goods shall be at your risk as from the time they arrive at the place of delivery.

 

9. Cancellation of Order & Returns

9.1 Subject to clause 9.3, you may cancel an order for Consumables at any time prior to the agreed delivery date. However, if you cancel within 48 hours of the agreed delivery date, we reserve the right to charge you for any reasonable costs and expenses we may have incurred in respect of your order.

9.2 Subject to the agreement with Omnicell customer service line (telephone number 0113 270 0723), Consumables that have been delivered and are no longer required or which have been ordered in error may be accepted for return within seven days of the agreed delivery date. All items must be undamaged in their original containers, and in every respect unused and intact. Items shall be returned at your expense to such address and with such documentation as may be agreed with the Omnicell customer service line . A handling charge of 10% (or £5, which ever is the greater) is payable on each item returned.

9.3 We shall not be bound by any cancellation in respect of any Customised Goods or Equipment unless you meet any cancellation deadlines that may have been specified or, if none are specified, then unless you notify us of such cancellation within a reasonable time before the agreed delivery date (taking into account the nature of the Customised Goods or Equipment ordered and lead times). Any cancellation, otherwise than prior to any specified deadline, shall not affect your liability for payment in respect of the Customised Goods or Equipment concerned.

 

10. Liability

10.1 Save as set out in clause 4.5, the following provisions set out our entire financial liability (including liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:

10.2 Nothing in these Conditions shall operate so as to exclude or restrict our liability for death or personal injury caused by reason of our negligence or that of our employees or agents.

10.3 Subject to clause 10.2, we shall not be liable for:

10.4 Subject to clause 10.2, our total liability to you whether in contract, tort (including negligence or breach of statutory duty), breach of third party rights or otherwise howsoever arising shall not in any event exceed the Price paid by you for the Goods and/or Services delivered or, in the case of liability which relates specifically to certain Goods or Services delivered, the Price paid by you for those Goods or Services.

10.5 Termination of any Contract for whatever reason shall not affect any rights or liabilities which have already accrued at the time of termination.

 

11. Force Majeure

11.1 We will not in any event be responsible for any delay in or failure to perform any Contract which is caused by factors beyond our reasonable control including acts of God, acts of governmental or any other lawful authority, strike, lock-out, blockade or other industrial action, war, riot, civil commotion, flood, fire, lightning, explosion, epidemic, trade embargo or any other act or omission on the part of any third party or sub-contractor, interruption or shortage of diesel, petrol or other fuel for transport or any failure of electricity or other fuel or equipment (“Force Majeure”).

11.2 In the event of Force Majeure, we will use reasonable endeavours to remove the cause and to renew performance as soon as practicable thereafter. However, in the event that the Force Majeure persists for more than one month either party may cancel the relevant Contract with no liability to the other.

 

12. Assignment and Entire Agreement

12.1 You may not assign any Contract in whole or in part without our prior written consent.

12.2 We may perform any Contract or part of a Contract ourselves or assign or sub-contract to any other company.

12.3 Each Contract sets out the entire agreement and understanding between us relating to the subject matter thereof and supersedes all prior discussions between us and all prior memoranda of intent or understanding and all previous documentation in relation to such subject matter. Any variation must be signed in writing by one of our properly authorised representatives.

 

13. General

13.1 Any waiver by either of us for any breach of, or default under, any of these Conditions shall not be effective unless confirmed by the waiving party in writing and shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other Conditions.

13.2 Each right and remedy hereunder is without prejudice to any other right or remedy which may be available pursuant to these Conditions or otherwise.

13.3 Each provision of these Conditions is distinct and severable from the others and if at any time one or more of such provisions is or becomes invalid, unlawful or unenforceable (whether wholly or to any extent), the validity, lawfulness and enforceability of the remaining provisions (or the same provision to any other extent) shall not in any way be affected or impaired.

13.4 The parties do not intend that any Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not party to it.

 

14. Governing Law and Disputes

Any Contract between us shall be governed by and construed in accordance with English law and we both agree to submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising in respect thereof.

 

15. Notice

15.1 Any notice to be given under this agreement shall be in writing and shall be deemed duly given if left at or sent by first class recorded delivery, by e-mail or by fax, if it is sent by us to your last known address, e-mail address or fax number or if it is sent by you.

15.2 Any notice sent by e-mail or fax shall be deemed to have been delivered on the day of its delivery or transmission or if such day is not a working day on the next following working day thereafter unless a notification of non-delivery is received. Any notice sent by recorded delivery shall be deemed to have been received seven (7) working days after despatch and in proving the fact of despatch it shall be sufficient to show that the envelope containing such notice was properly addressed stamped and posted.

 

Omnicell Website Terms and Conditions

These Terms of Use (the “Terms”) govern your use of the Omnicell, Inc. (“Omnicell”) website located at http://www.omnicell.co.uk (the “Website”).

THE TERMS ARE A LEGALLY BINDING CONTRACT BETWEEN YOU AND OMNICELL AND USE OF THE WEBSITE OR ANY APPLICATIONS OFFERED BY OMNICELL CONSTITUTES ACCEPTANCE OF THE TERMS. PLEASE READ THESE TERMS CAREFULLY.  BY ACCESSING, BROWSING OR USING THE WEBSITE OR ANY APPLICATIONS OFFERED BY OMNICELL, YOU REPRESENT (1) THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH OMNICELL, AND (2) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS PERSONALLY OR ON BEHALF OF AN INDIVIDUALYOU REPRESENT.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE WEBSITE

1) Not Intended As Medical Advice.  The information on the Website is not intended or implied to be a substitute for professional medical advice, diagnosis or treatment.  All content, including text, graphics, images and information, contained on or available through the Website is for general information purposes only.  Omnicell makes no representation and assumes no responsibility for the accuracy of information contained on or available through the Website, and such information is subject to change without notice.

2) Privacy. Omnicell’s use and processing of your personal information are governed by our Privacy Policy.  By using our services, you agree that Omnicell’s use and processing of your information will be governed by our Privacy Policy.  Before agreeing to use our services, please read our Privacy Policy located here (link to Privacy Policy).

3) License and Ownership.

  1. a) License Omnicell grants you a personal, revocable, limited, non-transferable license to use the Website solely for your own personal use.
  2. b) Ownership: Unless otherwise noted, all text, content and documents on the Website, and  any names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in and used to operate the Website, and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works on the Website (the “Content”) are owned by Omnicell (or its affiliates) or used with permission or under license from a third party (each an “Owner”), and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between Omnicell and you, all right, title and interest in and to the Content will at all times remain with Omnicell and/or the Owners.  All brand names, product names, titles, slogans, logos, or service names and other marks used on the Website are registered and/or common law trade names, trademarks or service marks of Omnicell or the applicable Owner.

4) Use and Restrictions. You are permitted to use the Website and/or the Content for lawful purposes as provided in these Terms only. You shall not, without Omnicell’s express written consent: (i) copy, retransmit, modify, disseminate, sell, exploit, display, perform, reuse, re-post, broadcast, circulate, or otherwise distribute any part of the Content, in each case for any purpose other than for which the Website are being provided to you; (ii) use the Website to conduct, promote, or in any way facilitate any illegal activities; (iii) attempt to reverse engineer or jeopardize the correct functioning of the Website, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Website; (iv) attempt to gain access to secured portions of the Website to which you do not possess access rights; (v) upload or transmit any form of virus, worm, Trojan horse, or other malicious code; (vi) use any high volume automatic, electronic or manual process to access, search or harvest information from the Website (including without limitation robots, spiders or scripts);  (vii) interfere in any way with the proper functioning of the Website, or interfere with or disrupt any servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website; (viii) mirror or frame the Website or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages; (ix) use any trade name, trademark or brand name of ours in metatags, keywords, and/or hidden text; (x) create derivative works from the Content or commercially exploit any part of the Content in any way; (xi) use any portion of the Website or the Content  in any manner that may give a false or misleading impression, attribution or statement as to us, the Owner or any other third party; or (xii) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Content.  
Omnicell reserves all other rights.  Except as expressly provided herein, nothing on the Website shall be construed as conferring any license under Omnicell’s and/or its Owner’s intellectual property rights, whether by estoppel, implication or otherwise.  Notwithstanding anything herein to the contrary, Omnicell may revoke any of the foregoing rights and/or your access to the Website, or any part thereof, including the blocking of your IP Address, at any time without prior notice.

5) Feedback. While Omnicell appreciates your interest, we suggest that you do not submit any ideas to us, and we request that you never submit an idea or information that you consider to be confidential and/or proprietary.  If you chose to submit any ideas, suggestions and/or proposals to Omnicell (“Feedback”), you hereby grant to Omnicell a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback.

6) Posting Guidelines. The Website includes various areas that enable you to post information, provide feedback, recommendations, reviews, and comments, and otherwise interact with other users, either through postings or by interacting in real-time (the “Community Forums”).  With respect to any and all Community Forums, the following restrictions and obligations apply.

 

> Omnicell shall have the right, but not the obligation, to monitor or review any Community Forum at any time for any readily apparent violation of these Terms or illegal content defined as content that conducts, promotes, or in any way facilitates illegal activity.  Notwithstanding the foregoing, you acknowledge that Omnicell is under no obligation to edit or modify any information available in a Community Forum or decide any dispute or disagreement between posters and shall have no liability to you for any content posted in a Community Forum.

> You acknowledge that any opinions, statement, recommendation, offers, advice or other information presented or disseminated on the Community Forums are those of their respective authors who are solely responsible and liable for their content.  Omnicell reserves the right, in its sole discretion, to refuse to post or remove any material submitted or posted on the Community Forums.

> By using the Website, you grant Omnicell an unlimited, perpetual, royalty-free, sub-licensable, transferable and irrevocable license to use, modify, or adapt the submissions for any purpose whatsoever, including but not limited to incorporating the submission into Content that may be commercial in nature.
You are expressly prohibited from submitting any of the following types of content in any Community Forum:

> Any content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, racially offensive, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

> Any content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, material that depicts child-pornography, acts of violence, drug use or would violate the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;

> Any content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

> Any content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

> Unsolicited promotions, political campaigning, advertising or solicitations;

> Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

> Viruses, spyware, trojans, corrupted data or any other harmful, disruptive or destructive files; or;

> Any content that in our sole judgment is inappropriate or objectionable or which restricts or inhibits any other person from using or enjoying the Website, or which may expose Omnicell or any Owners or other users to any harm or liability of any type.

7) Disclaimers. Without limiting the foregoing, the Content and all other features on the WEBSITE are provided to you “AS IS” and “AS AVAILABLE” without warranty of any kind with respect to the WEBSITE and/or Content, either express or implied, including but not limited to, fitness for a particular purpose, title, or non-infringement.  Should applicable law not permit the foregoing exclusion of express or implied warranties, then Omnicell hereby grants the minimum express or implied warranty required by such applicable law.  No advice or information, whether oral or written, obtained by you from Omnicell, its employees, agents, suppliers or any other persons shall create any warranty, representation or guarantee not expressly stated in this section.  Additionally, Omnicell does not make any warranties that the SERVICE will be uninterrupted, secure or error free or that your use of the SERVICE will meet your expectations, or that the WEBSITE, Content, or any portion thereof, is correct, accurate, or reliable. Omnicell reserves the right to change any part of the WEBSITE at any time without notice.

8) Limitation of Liability.  Your use of the WEBSITE is at your own risk.  Neither Omnicell, its affiliates, nor any of their respective officers, directors, agents or other representatives will be liable for any damages, direct, indirect, incidental, consequential, special, or punitive, including, without limitation, loss of data, income, profit or goodwill, loss of or damage to property and claims of third parties arising out of your access to or use of the WEBSITE or arising out of any action taken in response to or as a result of any Content or other information available on the WEBSITE, however caused, whether based on breach of contract, tort (including negligence), proprietary rights infringement, product liability, violation of data privacy or security laws or regulations, or otherwise.  The foregoing shall apply even if Omnicell was advised of the possibility of such damages.  If you become dissatisfied in any way with the Website, THESE Terms, or ITS Privacy Policy, your sole and exclusive remedy is to stop your use of the WEBSITE.  You hereby waive any and all manner of actions and claims whatsoever whether past, present, or future, actual or contingent against Omnicell and its affiliates, agents, representatives and licensors arising out of your use of the WEBSITE and your acceptance of the Terms and Privacy Policy.  Because some states do not allow the disclaimer of implied warranties or the exclusion or limitation of certain types of damages, these provisions may not apply to you.  If any portion of this limitation on liability is found to be invalid or unenforceable for any reason, then the aggregate liability of Omnicell and its affiliates shall not exceed one hundred dollars ($100).  The limitation of liability herein is a fundamental element of the basis of the bargain and reflects a fair allocation of risk. The WEBSITE would not be provided without such limitations and you agree that the limitations and exclusions of liability, disclaimers and exclusive remedies specified herein will survive even if found to have failed in their essential purpose.

9) Links. The Website may contain links allowing you to leave the Website for other sites that are not under our control (“Linked Site”).  Omnicell provides the linked sites to you only as a convenience and does not endorse any Linked Sites.  Omnicell is not responsible for the contents or transmission of any Linked Site or any link contained in a Linked Site or for ensuring that the Linked Sites contain no errors or viruses.  Omnicell is not responsible for the terms of use or privacy practices of the Linked Sites or any link contained in the Linked Sites.  Your linking to any Linked Site or any other off-site page or other site is entirely at your own risk.  Omnicell encourages you to carefully read the policies of each site you visit.

10) United States Only.  By using the Website, you agree and acknowledge that it is hosted in the United States.  If you are attempting to access the Website from a physical location within the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of this Website, which is governed by U.S. law, these Terms, and the Omnicell Privacy Policy, you are transferring your personal information to the United States and you consent to (1) such transfer, (2) the application of the laws of the United States and/or the State of California with respect to any dispute arising from or related to the Privacy Policy and/or your use of the Website, other than such rules, regulations, case law, and/or international treaties that would result in the application of the laws of a jurisdiction other than the United States or the State of California, and (c) the exclusive jurisdiction of the courts of the United States and the State of California.  Any claim or dispute between you and Omnicell that arises in whole or in part from your use of the Website or in connection with the Privacy Policy shall be decided exclusively by a court of competent jurisdiction located in Santa Clara County, California U.S.A.  Each party hereby agrees that such court shall have in personam jurisdiction and venue with respect to such party, and each party hereby submits to the in personam jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

Regardless of these provisions, Omnicell’s use and processing of data obtained from users located within the European Union on or after May 25, 2018 will be governed by the General Data Protection Regulation (GDPR).

11) Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Omnicell without restriction.

12) Changes to These Terms.  PLEASE NOTE THAT the Terms are subject to change by OMNICELL in its sole discretion at any time.  When changes are made, Omnicell will make a new copy of the Terms available on the Website.  We will also update the “Last Updated” date at the bottom of these Terms.  Any changes to the Terms will be effective immediately for new users of the Website and will be effective thirty (30) days after posting notice of such changes on the Website for existing users.  Omnicell may require you to provide consent to the updated Terms in a specified manner before further use of the Website is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website.  Otherwise, your continued use of the Website constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

 

13) Termination.  Omnicell may cancel, suspend or block your use of the Website without notice if there has been a violation of these Terms.  Your right to use the Website will end once your registration is terminated, and any data you have stored on the Website may be unavailable later, unless Omnicell is required to retain it by law.  You may terminate your registration at any time.  Omnicell is not responsible or liable for any records or information that is made unavailable to you as a result of your termination of registration.  YOU AGREE THAT OMNICELL WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE WEBSITE OR SERVICE.  Any limitations on liability that favor Omnicell will survive the expiration or termination of these Terms for any reason.

14) Procedure for Making Claims of Copyright Infringement.  Omnicell is committed to respecting and protecting the legal rights of copyright owners. As such, Omnicell adheres to the following notice and take down policy, in full compliance of Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.).  If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Omnicell Website of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for the Omnicell’s Copyright Agent for notice of claims of copyright infringement is as follows: Omnicell Marketing Department, 590 E. Middlefield Road, Mountain View, CA 94043.

15) Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Website, please contact us at: communications@omnicell.com. We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

16) Miscellaneous. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, without reference to conflicts of law principles.  Omnicell’s failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.  If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.  A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

 

Last Updated: May 24, 2018.