Terms and Conditions
1. Exclusive Terms of Sale. These terms and conditions ("Terms and Conditions") apply to any and all purchases by you, Customer of equipment ("Equipment" or "System") from Dicom Solutions, Inc. ("Seller"). The Terms and Conditions may be attached to the applicable purchase order and/or Equipment quotation and/or Customer may indicate its agreement to these Terms and Conditions by going on line and indicating its acceptance to these Terms and Conditions. Notwithstanding anything to the contrary contained in any purchase order or Equipment quotation from Seller to Customer, these Terms and Conditions shall always be in effect and may only be modified in writing by the President & CEO of Seller. When Customer places an order for Equipment from Seller, Customer is deemed to have read and agreed to these Terms and Conditions.
2. Payment/ Taxes/ Late Charges/ Interest. Customer shall pay Seller fifty percent (50%) of the total invoice price at the time a purchase order is signed. Customer shall pay Seller the balance of the invoice price within thirty calendar days of the date on which the System is installed by Seller. We collect sales tax on shipments to California addresses. Customer is responsible for, and will indemnify and hold Dicom Solutions, Inc. harmless from, any applicable sales, use or other taxes or federal, state or local fees or assessments associated with the order. Customer must claim any exemption from such taxes, fees or assessments at the time of purchase and provide the necessary supporting documentation. Any sales, use or other applicable tax or fees or assessments is based on the location to which the order is shipped. In the event of a payment default, Customer will be responsible for all of our costs of collection, including court costs, filing fees and attorney's fees. All payments will be made in U.S. Dollars in immediately available funds. Unless otherwise specified in writing, payments are due at the payment address indicated on Seller's invoice no later than (30) thirty days from the date of System installation. A service charge of 1.5% per month, not to exceed the maximum rate allowed by law, shall be made on any portion of Customer's outstanding balance that is not paid within (30) thirty days after System installation Customer shall pay Dicom interest on any late payments made hereunder at the highest rate allowed by law. Customer shall be responsible for any import/export duties, custom fees, brokerage fees, and related charges to the extent applicable.
3. Limited Warranty / Indemnity. For any System sold by Seller, Seller warrants to Customer that the System purchased will be free of defects for a period of thirty (30) calendar days from and starting with the date of installation. This warranty does not include damage to the System resulting from accident or misuse or lack of adequate care by Customer. If the System should become defective within the warranty period, Dicom will replace it or issue a refund at Customer's discretion provided Customer follows the procedures set forth herein. OTHER THAN THE FOREGOING LIMITED WARRANTY AND ANY WARRANTIES PROVIDED BY MANUFACTURERS OF NON DICOM SYSTEMS DIRECTLY TO CUSTOMER, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. DICOM WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES TO THE EXTENT PERMITTED BY
APPLICABLE LAW. Customer agrees to indemnify, protect, defend, and hold Seller harmless ( including Seller's employees, agents, directors, officers, and shareholders) from and against any and claims arising out of or relating to this agreement to the extent such claims emanate from Customer's acts or omissions to act (or those of Customer's employees or agents).
4. Changes, Cancellations. Quotations. System orders from Customer accepted by Seller are not subject to changes or cancellation by Customer except with Seller's prior written consent and upon payment to Seller of Seller's then applicable change and/or cancellation charges. Changes and cancellations shall be subject to a minimum charge of not less than 25%. All returns for other than service shall be subject to a charge of not less than 25%. Seller's quotation is subject to change or rescission by Seller at any time prior to receipt of Customer's written acceptance of the quotation.
5. Prices. Seller's price quotations are valid for 30 days.(a) The price for Seller's Equipment or System shall be as set forth in the quotation ("Price"), but the Price does not include: (i) installation of any products not included on the face of the quotation; (ii) transportation of any products unless specifically included on the face of the quotation; (iii) any taxes or duties, including without limitation all sales, use and excise taxes, whether local, state and federal taxes imposed on or applicable to the products, installation and freight ("taxes"); (iv) any handling, rigging, uncrating, storage, or other charges incidental to shipment, delivery or installation of the products, or (v) applications training unless specifically included on the face of the quotation. Customer shall be responsible for all taxes, and agrees to pay all such taxes when due.
6. Title / Risk of Loss/ Shipping.. Unless modified by the express terms of a Seller quotation, delivery shall be made, at Seller's discretion, FOB shipping point of origin. Except for warranty obligations specifically identified herein, Seller's responsibilities for the Equipment purchased pursuant hereto ceases and title and risk of loss passes to Customer upon delivery to the carrier selected by Customer (which carrier shall be reasonably acceptable to Seller). In the event of loss, damage, injury or destruction after such delivery to the carrier, claims must be made against the carrier and not against Seller. In no event shall any loss, damage, injury or destruction operate in any manner to release Customer from the obligation to make payments required herein.
Shipping is not included within price quote.
7. Assignment. Customer may not assign any rights or delegate any duties under this Agreement without the prior written consent of Seller.
8. Entire Agreement. The terms and conditions contained herein and the related quotation and/or purchase order constitute the entire agreement between Customer and Seller concerning the subject matter hereof and supersede any prior or contemporaneous verbal or written agreements concerning the subject matter hereof. To the extent of any conflict or inconsistency between these Terms and Conditions and a related quotation or purchase order, these Terms and Conditions shall govern.
9. Governing Law /Venue This agreement will be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Venue for any and all disputes and claims arising out of or relating to this agreement shall be lie exclusively in any court located in and servicing Orange County, California. In the event of any dispute hereunder, the prevailing party shall be entitled to its attorney's fees and costs.
10. Statute of Limitations. If Customer wishes to bring an action against Seller for any act or omission relating to or arising from this agreement, Customer must bring such action within one year from the date of the alleged conduct giving rise to the cause of action or Customer is forever barred forever from bringing such an action. Customer hereby waives all claims that any other statute of limitations applies.
11. Miscellaneous. Customer has entered into this agreement of its own free will and volition. No one has induced or pressured Customer into signing this agreement Customer has had the opportunity to seek independent advice of counsel in entering this agreement to the extent Customer so chose. As a material inducement for Seller to enter into this agreement, Customer represents and warrants that is has relied on no other written or verbal statements, promises, or materials in electing to enter into and sign this agreement other than as set forth herein.
12. Return Policy. Unless a product is labeled "all sales final" at the time of purchase, all orders may be returned within 30 days for a refund. In order to return or exchange (under the warranty guidelines described below) all or part of your order, customer must contact us for a Return Merchandise Authorization number (RMA#). Call toll free (800) 377-2617 to obtain RMA # from a Seller's representative. All returned merchandise must be in the original packaging including manuals, accessories, cables, etc. with the authorization (RMA#) clearly printed on the outside of the package. Return requests must be made within 30 days of the receipt date. All returns must be certified to be in good condition by one of our engineers before refund can be accepted. If the product has been damaged, seller will assess the damage and will determine if the product is entitled to a refund. All free items must be returned together with purchased items in order to receive a refund. Any shipping and/or handling charges on the original order cannot be refunded. At our discretion, we may levy a restocking fee of 25% of the cost of items returned. Any vouchers or gift certificates earned by a returned order will be voided, and the voucher amount will be charged to any order to which it was applied. Installation, training or professional services are NON-REFUNDABLE. Seller is not responsible for shipping costs or damage on returned items. Units to be returned should be packed carefully. Please be advised that packages sent by normal US Postal Service cannot be tracked to ensure delivery. Since Seller cannot provide credit for a return without confirming its receipt, we recommend that you use a delivery service that can be tracked and or insured.
13. Support Terms. If Customer is unable to correct a potential problem with the Seller's product after following the procedures set out in Seller's training courses and documentation, Customer may contact the appropriate Seller's support facility for that territory and log the problem according to the agreed procedure. Seller will issue a service order number and seller will provide remote technical or applications support to qualified Customers service personnel within a timely response. Response time may vary depending on issue severity, call volume and support contract. All support requests are to be submitted by buyer to seller at the following: E-mail: email@example.com or 1-800-377-2617.
14. Site Preparation and installation. Customer shall be responsible for preparing its site for installation of the Equipment in accordance with the Equipment manufacturer's specifications, and with applicable laws, rules, regulations and ordinances (collectively "laws"), and, if applicable, as specified in the quotation. Customer shall provide an installation site that is safe, clean and suitable for the Equipment. Customer will provide to Seller (including its employees, agents and contractors) full, free, and immediate access to the installation site and a suitable, secure space for storage of the Equipment before and during installation work. Customer is responsible for moving the Equipment from its point of delivery or storage site to the installation site (the installation site shall hereafter sometimes be referred to as "Premises"). Any wiring (including interconnecting wiring), carpentry, or other modifications or work required by the manufacturer, or by Seller in connection with installation of the Equipment, will be provided by Customer at its own expense. All such installations shall be completed and available for use at the time Equipment is delivered. If applicable, Customer will, at its expense, provide DICOM 3.0 Storage Service Class User functionality on all modality equipment from which the Equipment is to receive exam images in DICOM 3 format. The Equipment will be installed during normal working hours. Installation shall be in conformity with Equipment manufacturer's specifications, and installation services will be considered complete and accepted upon completion of Seller's final calibration and checkout per Seller's procedures guidelines for the intended use of the Equipment, and verification that the Equipment substantially complies with the Equipment manufacturer's published performance specifications. The installation price quoted includes only those services specifically described in the quotation or herein, and does not include any additional time required or delay(s) experienced in installing the Equipment resulting from the condition or location of the Premises, the condition or location of power supplies, outlets, switches, conduits, wiring, or circuits, delay(s) in completing site preparation, the failure or non-occurrence of any obligation of Customer, or any other cause(s) which are not within the scope of Seller's installation responsibilities. Any labor and/or material costs in excess of standard installation services and any overtime incurred by Seller employees in respect to such additional time required or delay(s) experienced (as well as any extra labor or overtime work performed at the request of Customer) will be invoiced at current rates which can be found at http://www.dicomsolutions.com/terms