Standard Terms & Conditions of Sale
1. TERMS AND CONDITIONS OF SALE. All goods sold by CLINIMEDTM, Incorporated (CLINIMEDTM) are sold, subject to the Terms and Conditions of Sale printed on this form. Any additional or different terms proposed by Buyer in this or any other commercial document submitted by Buyer are objected to by CLINIMEDTM and will not become a part of this contract unless specially assented to in writing by CLINIMEDTM. Any purchase order which conforms to the quantity, descriptive and price terms of this document shall be deemed an acceptance of the Terms and Conditions of Sale herein.
2. SELECTION OF GOODS. Buyer has requested goods of the type and quantity set out on the reverse side and has satisfied itself that such goods are adequate for the use intended by the Buyer.
3. ACCEPTANCE. All orders for goods are subject to acceptance by CLINIMEDTM at its headquarters in Center Valley, Pennsylvania, and CLINIMEDTM may reject any order for any reason. Prices are subject to change until the order is accepted. Goods are sent to Customer on a 30-day approval basis. Customer has no obligation to accept and pay for goods during that period. If Customer has not rejected or otherwise accepted the goods within 30 days of receipt thereof, CLINIMEDTM will deem goods accepted at the expiration of the 30-day period. This section does not modify agreed-to payment terms between Customer and CLINIMEDTM.
4. PRICES. Prices and product design are subject to change at anytime without notice. “Hold for Release” orders will be billed at prices in effect at time of shipment.
5. PAYMENT. The minimum invoice amount is ten dollars ($10.00); no invoice will be rendered for a lesser amount. All amounts due, are to be paid in full in U.S. dollars according to the terms set up in customer account, to the address indicated on the invoice. An invoice is considered paid only when funds are deposited in CLINIMEDTM account and are available for use. All past due amounts shall bear a finance charge at the rate of (a) 2% per month or (b) the highest rate authorized by applicable law or part thereof until paid. In case of returned checks, CLINIMEDTM will assess, in addition to any bank charges, a fee of $35.00 as penalty. In case of incoming payments by wire transfer, CLINIMEDTM does not accept liability for bank charges. Wire payments must include total invoice amount and also subsequent bank charges as well. Difference in exchange rates are the sole responsibility of the client, CLINIMEDTM accepts no liability thereof. In case of partial deliveries, Buyer is obligated to make payment on merchandise that has been received, according to existing account terms. In no case, should payment be withheld beyond 30 days on delivered items from date of shipment or a finance charge will be applied.
6. SERVICES. Any NON-PRODUCT related services rendered must be paid upon receipt. This includes but is not limited to repairs, modifications, laser marking, optimization, consulting, custom product manufacturing, etc.
7. SECURITY INTEREST. CLINIMEDTM maintains a security interest in all goods sold to the Buyer, and the proceeds from sales thereof, until paid in full. Upon request Buyer agrees to execute and assist in a filing of a UCC-1 with respect to the goods.
8. DELIVERY. All deliveries of goods are F.O.B. CLINIMEDTM facility in Center Valley, Pennsylvania unless otherwise specified by CLINIMEDTM. Partial deliveries are permitted. Upon delivery to the carrier, title to the goods and all risk of loss, damage, theft or destruction shall pass to Buyer; no loss, damage, theft or destruction of the goods after delivery to the carrier shall relieve Buyer of any obligation there under. In scheduling shipment of goods, all delivery times are approximate; CLINIMEDTM will not specify a definite date of delivery but will attempt to make shipment on or prior to the date requested.
9. SHIPPING CLAIMS. Upon receipt of goods, Customer shall promptly inspect the shipment. Claims for shortages in shipments, corrections or other nonconformity of goods are waived unless made within three (3) business days from receipt of goods.
10. EXCUSABLE DELAYS. CLINIMEDTM shall not be liable for delays in delivery or failure to perform due directly or indirectly to cause beyond CLINIMED as reasonable control, including without limitation: (i) acts of God, and acts or failures to act of any government authority; (ii) wars (declared or undeclared), insurrections, revolutions, riots, strikes or other labor disputes; (iii) fires, floods, sabotage, earthquakes or storms; or (iv) inabilities to deliver due to causes beyond CLINIMEDTMs reasonable control to obtain in a timely manner and at reasonable prices necessary and proper labor, materials, components, facilities, energy or transportation.
11. CREDIT BALANCE. Customer agrees that it will request any credit balances on its account(s) be applied within one year of the credit’s issuance. IF SUCH REQUEST IS NOT RECEIVED WITHIN ONE YEAR ANY OUTSTANDING BALANCES WILL BE SUBJECT TO CANCELLATION AND CLINIMEDTM SHALL HAVE NO FURTHER LIABILITY.
12. RETURN OF GOODS. Buyer must notify CLINIMEDTM within 10 business days of any complaints/ errors. Goods may be returned for credit only if Buyer first receives CLINIMEDTMs written consent; consent will not be given on specially manufactured goods or goods which have been modified to meet specifications of Buyer. All goods must be returned to CLINIMEDTM in its original packaging without any damage or loss to the merchandise shipped, with transportation charges pre-paid by Buyer. Credit will be given for returned goods in the amount of the lesser of the invoice price prevailing at the time of return, less twenty percent handling fee and any expenses incurred in restoring goods to saleable condition.
13. CANCELLATION. Cancellation of orders or deferral of shipment is permitted, however Buyer will be invoiced and must pay for all cancellation or deferral charges, which include without limitation CLINIMEDTMs cost for commitments made, profit on work in progress, the contract value of parts completed and ready for shipment, and any other expenses incurred prior to cancellation or deferral. The maximum time allowed for deferral of shipment is 60 days. Cancellation for custom and or customized instruments, manufactured according to customer specifications/ requirements will be subject to a cancellation penalty of 100%. Payment for up to 100% of the invoice value for custom and or customized instruments and devices may be required in advance.
14. CONDITION OF GOODS SOLD BY DEALERS/DISTRIBUTORS. If goods are being purchased by a Dealer/Distributor to be sold to the public, Dealer/Distributor shall market the goods to the public only in the packaging and form in which the goods were sold to Dealer/Distributor. No trademark or trade name shall be removed or modified in any way. The original warranty can be provided, upon individual Dealer/Distributor request, as provided by CLINIMEDTM. Any serial number which has been affixed to the goods shall not be removed or obscured.
15. WARRANTY. CLINIMEDTM warrants that the goods shall be free from defects in material and workmanship for a period of one year from the date of sale to Buyer (or if sold to a Dealer/Distributor for one year from the sale to the ultimate buyer) as more particularly specified in the guarantee card provided at the time of account approval. If any good or part thereof fails to meet this warranty, CLINIMEDTM will repair or, at its discretion, replace it. Any such failure shall not be cause for extension of the duration of the warranty. This is the exclusive remedy for claims based upon defects in or nonconformity of goods, whether the claim is in contract, warranty, (including negligence) or otherwise. CLINIMEDTM reserves the right to void the manufacturers warranty in the event of abuse, misuse, disassembly, alteration, neglect, unauthorized repair, non-recommended usage and/ or non-compliance per the Operating instructions furnished by CLINIMEDTM. The above warranty is in lies of all other warranties, whether oral or written, express or implied, and THE WARRANTIES OF FITNESS OF A PARTICULAR PURPOSE AND MERCHANTABILITY ARE EXPRESSLY DISCLAIMED.
16. DEALERS/DISTRIBUTORS AUTHORITY. All dealers/distributors are independent contractors and have no authority to make any representation promise or agreement with respect to sale of the goods as stated herein.
17. TAXES. Buyer shall pay all government taxes and assessments related to-purchase, ownership, sale, possession, or use of the goods unless Buyer provides CLINIMEDTM with proof adequate to CLINIMEDTM that Buyer is exempt from such taxes or assessments. Buyer shall keep the goods free and clear of all levels, liens and encumbrances and shall not pledge the goods as collateral unless the purchase price has been paid in full.
18. LIMITATION ON CLAIMS. CLINIMEDTMs liability with respect to breaches of warranty and contract shall in no event exceed the sale price. IN NO EVENT SHALL CLINIMEDTM BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORT ON ANY TYPE OF STRICT LIABILITY THEORY OR ANY OTHER THEORY OF LIABILITY. Without limiting the generality of the foregoing, CLINIMEDTM specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages, damages for lost profits or revenues, loss of use of products or any associated equipment, cost of capital, facilities, services, labor or salaries, downtime, shut-down or slowdown costs, spoilage of materials or for any other type of economic loss. All the limitations contained in the paragraph and in the rest of this contract shall apply to claims of Customer’s clients or any third party asserted by Customer against CLINIMEDTM for indemnity or contribution, as well as direct claims of Customer against CLINIMEDTM. Customer shall indemnify CLINIMEDTM against any and all losses, liabilities, damages and expenses (including without limitation attorney fees and other costs of defending any action) which CLINIMEDTM may incur as a result of any third party claim. All claims related to the goods sold by CLINIMEDTM to Buyer, as specified on the invoice, whether such claims be in, contract or otherwise, must be brought within two (2) years.
19. APPLICABLE LAWS AND VENUE. All orders shall be construed and interpreted under the internal laws of Pennsylvania, and all respective rights and duties of the parties shall be governed by the laws of the State of Pennsylvania. The parties agreed that the safe jurisdiction of dispute regarding the goods shall be in the state of Federal courts located in the Northampton County, Pennsylvania and Dealer/Distributor hereby submits to that jurisdiction.
20. ENTIRE AGREEMENT. These paragraphs, 1-20 are the entire agreement between CLINIMEDTM and Buyer related to the goods being purchased, and may not be modified except by in writing executed by both parties.