Delivery Dates–Quoted delivery dates are approximate and subject to product availability. The Company will make all reasonable efforts to make quoted delivery dates, but will not be liable for its failure to do so because of circumstances beyond its control. In the event of product shortages, the company will, in its sole discretion, determine how to allocate available product among its customers. Prices assume shipment within 90 days of order acknowledgement unless otherwise quoted. If the equipment purchased is fixed installation type, the Company shall conduct a pre-installation site visit inspection to verify site readiness. After verifying site readiness, if the Buyer refuses delivery or for any other delay on the part of the Buyer, Buyer agrees to pay for all storage and subsequent shipping costs associated with the delay in delivery.
Freight and Risk of Loss in Transit-Unless otherwise noted the estimated cost of freight and the risk of loss while in transit is the Buyer’s responsibility. Buyer will deem goods acceptable upon delivery.
Payment and Credit Terms-The Company’s established payment terms mandate that payment in full is due thirty (30) days after invoice date. These terms shall apply unless modified in accordance with specific terms of sale quoted or in writing from the Company. Invoices not paid in accordance with established payment terms are subject to finance charges to the fullest extent permitted by law. If the Buyer fails to comply with payment or other terms of sale, the Company may cancel any unfilled portion of an order or contract. Unless otherwise indicated, payment shall be in United States legal currency. Prices quoted are subject to acceptance, correction for error, and change without notice.
Taxes-Unless otherwise indicated, any gross receipts, sales or use, property, or other tax imposed by reason of this sale are the responsibility of the Buyer. Buyer agrees to furnish any documentation necessary to support a claim of non-taxability. Prices are subject to change to reflect change in any tax regarding component costs or costs to manufacture.
Warranties-Parts sold by the Company are warranted to be free of defects in material and workmanship for twelve (12) months. Unless there is evidence of misuse, abuse, or unauthorized alteration or repair, as determined by the Company in its sole discretion, if a failure occurs within the warranty period, the Company will repair or replace, at its option, the defective item without cost, provided that prompt written notice is given within the warranty period The Company’s obligation is limited to repair or replacement and may, where appropriate, be conditioned on parts being retuned under applicable return procedures. The Company reserves the right to use refurbished or reconditioned parts, to accomplish repairs This warranty does not apply to perishable and consumable materials and is affective only with respect to the original purchase and only where installation and/or service has been performed by the Company or an authorized dealer. Responsibility for damage during installation is limited to Company provided installation services.
Limitation on Warranties- No other warranties, express or implied, shall be binding on the Company. The Company expressly disclaims the implied warranties of merchantability and fitness for a particular purpose. The Company does not warrant its equipment when combined with software or hardware created by the buyer or other vendors, unless the Company has been notified and consents in writing to such combination.
Limitation on Liability-The Company shall not be liable for any indirect, special, incidental, consequential or punitive damages of any kind, whether based on contract, tort or other legal theory or for loss of revenue or profits, loss of data or loss of business or other financial loss arising out of the sale, installation, service or use of its equipment or provision of services, even if it has been advised of the possibility thereof. The Company does not authorize any other person to assume such liability on its behalf. In any event, the Company’s liability shall be limited to the amount it has actually been paid by buyer. The Company will in all cases accept no liability for use of its equipment in any manner that is contraindicated in the on labels or manuals associated with the equipment.
New Product Content-This system may contain one or more units or assemblies that have been restored to like-new condition. These units or components have been fully tested to meet all applicable specifications and are covered by the same warranty as new equipment.
Software License-The Company’s products contain computer software (the ‘Software”) that is licensed, not sold, to the Buyer on the following terms. The Company grants to the Buyer a non-exclusive license to use the Software according to the terms of the Software documentation. The Company will support the current release of the Software and one past major release. Support will consist of reasonable telephone support, maintenance and bug fixes.
Confidentiality-The Company and Buyer may disclose confidential proprietary information to one another in the course of this relationship. Each party agrees to hold each other’s confidential information private and not to disclose such information to any third party without the prior written consent of the other party.
Indemnity-The Company will indemnify and hold harmless the Buyer against all claims arising from infringement of patents, designs, copyrights and trademarks. In any such event, the Company may elect to modify or replace the equipment to eliminate the infringing elements, or refund Buyer’s payment. The Company will not indemnify Buyer regarding infringement arising from the Company’s products used in combination with other products, if the Company’s products alone are not infringing. With respect to goods manufactured to the Buyer’s specifications, Buyer will protect and indemnify the Company against all claims arising from infringement of patents, designs, copyrights, or trademarks.
Modification/Controlling Terms of Contract-This document is not an offer to sell. Orders submitted in response to a quotation are subject to acceptance or rejection. Acceptance will be made by written order acknowledgement or invoice and is expressly conditioned upon acceptance of these Terms and Conditions of Sale. When a Buyer submits a purchase order in response to a quotation accompanied by these Terms and Conditions, it shall be deemed to have agreed to them. Any modification of these Terms and Conditions must be expressly agreed to in writing by an authorized representative of the Company. This contract shall be construed in accordance with the laws of the State of Colorado. The Company’s failure to exercise any of its rights under this contract shall not constitute a waiver or forfeiture of the rights.
Authority to Export – All orders accepted for export are conditioned upon: (1) the issuance of an export license by the United States government and (2) the Buyer providing all necessary shipping documentation for the destination country.
Site Readiness – Personnel -The Buyer is responsible for site readiness, including environmental matters, utilities, and required licenses or permits. Failure to provide site readiness will result in additional service charges for the recovery of any lost time by the Company’s service personnel. Buyer agrees to maintain its premises in safe condition and in compliance with all applicable laws. The Company will not indemnify, defend or hold Buyer harmless from any liability that may occur to the Company’s personnel as a result of unsafe or non-compliant conditions. The Company’s sales or service personnel are specifically not authorized to enter into any such indemnity or “hold harmless” agreement on behalf of himself or herself or the Company.
Arbitration – Buyer agrees that if any dispute involving this contract arises, the dispute will be determined by binding arbitration, in Denver, Colorado, in accordance with the procedures of the American Arbitration Association (AAA), existing at the time the arbitration is conducted, before a single arbitrator chosen in accordance with the AAA’s procedures. The decision of the arbitrator shall be enforceable as a court judgment. Arbitration is the exclusive remedy.
Term – At the end of the agreed upon term of the Agreement, this Agreement shall automatically renew for successive terms of one year unless either party provides written notice to the other of its intent to terminate the Agreement at least sixty (60) days prior to the expiration of the then current term. Unless a written notice of a pricing increase is issued by the Manufacturer at least 60 days before the end of the current term, the pricing during any automatic renewal term will be increased Four Percent (4.0%) over the previous term.
Returns – All capital devices are built to order. The Company will repair, or replace, product due to defects in material and workmanship, per our warranty terms, within twelve (12) months of purchase. Returns and/or cancellations for items listed on a valid purchase order are not accepted after three (3) days from the date of receipt of purchase order by the Company.
