Terms and Conditions of Sale

If in service or installation is expressly included in the equipment purchase, it is limited to one service visit to install, and “Completion of Installation” [COI] will be defined as the moment Equipment has been installed and has produced the first diagnostic quality phantom image. COI is not dependent upon: DICOM or other networking connectivity; image reception or quality on external devices, such as printers, workstations; physicist approval; completion or availability of training; customer usage, reports, configurations; or issues related to shipping or shipping damage.

Any included in service and training, DICOM connectivity, or physicist testing must be done contiguous with delivery and install. Buyer agrees to have any approval testing done at the same time that Seller’s technicians are onsite for delivery, install and training. If specifically quoted, in service and training consists of approximately one to two hours demonstrating “knobology” and functionality. Buyer or Buyer’s authorized employee onsite should be present at the time of delivery to accept the equipment.

Installation must be completed within ten (10) days of delivery to preserve the condition of the equipment; if installation is not done due to no fault of Seller, changes in equipment condition from shipment to installation, or extra work required to remedy extended periods of storage, may not be covered under warranty. Seller will not be responsible for providing additional installation or in service and training time if Buyer, or Buyer’s representative, is not present within the time specified, in which case Buyer agrees that acceptance of Equipment shall be by default.

Buyer agrees to give Seller and Seller’s Representatives full access to the site and further agrees to reimburse Seller’s costs for delays caused by denial of access, delays for any reason in construction, electrical work, etc., that are Buyer’s responsibility, or failure to meet the payment schedules. Seller’s current rate per diem will be charged for onsite delay, waiting, or cancelled or missed appointments, plus expenses, per engineer, technician, or other staff. If engineers and/or technicians must leave Buyer’s site due to prolonged delay, Buyer shall be responsible for travel expenses to and from Buyer’s site. Buyer will be responsible for paying any charges relating to storing equipment should delivery be delayed, including but not limited to storage, cryogens, shipping, rigging.

Buyer agrees to cooperate with Seller regarding installation schedules and deinstallation of any trade ins or loaners; Buyer acknowledges that the installation process varies with equipment modality and site conditions and agrees to refrain from scheduling patients until installation is complete.

Buyer is responsible for all construction and electrical alterations that may be necessary to the site and the room, which must be completed prior to shipment. Buyer is responsible for guaranteeing that the site is free of debris and dust, and meets approved electrical and HVAC requirements prior to delivery. Buyer agrees to provide: any electrical circuitry, surge protection, cabling, room construction, temperature control, wall and floor protection, full access to the premises, X ray in use lights, emergency stop buttons, or any other features necessary to install, service, maintain, and operate the Equipment.

If the room does not meet requirements, Buyer will incur all resulting costs. Improper electrical power and/or unstable temperatures may damage components of the machine; therefore, Buyer will be responsible for any parts and labor necessary to repair equipment due to improper electrical power or temperature extremes, and to provide wall and floor protection for installation and delivery of equipment. Seller is not responsible for damages. Buyer is responsible for any pertinent local, state, or federal permits necessary, and is responsible for adhering to local, state, or federal code requirements.

Price does not include any necessary site testing services (including but not limited to vibration environment levels, electromagnetic interference (EMI), moving metals, etc.). Seller will not be responsible for, nor will Buyer hold Seller responsible for, delays or costs due to any site related issues. Seller agrees to make a good faith effort to advise Buyer on the scope of any necessary electrical and/or structural alterations that may need to be made in advance of installation of equipment, including one set of site planning drawings if specifically included in purchase, but Seller does not guarantee usability of Buyer’s site, nor will Seller be liable for any costs due to site conditions or construction.

Buyer is responsible for the information upon which all versions of site planning drawings are based, for approving any plans, and for ensuring that Buyer’s construction company adheres to site plans. Changes to room or equipment configuration necessitated by site conditions are the responsibility of Buyer. Subject to requirements for mobile diagnostic use as per contract section below.

Customer is responsible for all database management, transfer, retrieval, etc. Seller will assist at the time of the installation service call if this is included in the sale, provided customer has connectivity information ready and relevant staff are present at install; database assistance is not warranted.

If expressly included, Seller will provide DICOM compliant Equipment. Buyer provides dedicated static IP addresses and any other necessary information in advance; a DICOM ready network that is prewired, pretested and configured for the Equipment supplied; and jacks in appropriate locations. Buyer agrees to complete Seller’s DICOM questionnaire. Buyer should have a DICOM administrator and/or an I.T. person available at the time of installation. Buyer is responsible for facilitating connection to outside networks.

While Seller shall work diligently to connect Equipment to the network during the installation, and to provide telephone tech support thereafter, due to the site specific nature of DICOM, connectivity is not warranted, and Seller cannot be responsible for Buyer’s internal connectivity, software, or networking functionality. Return visits related to connectivity will be billable.

Reports. While Seller will work diligently to assist with report configurations, due to the site specific and individualized nature of report preferences, report configuration is not guaranteed or warranted. Seller will work remotely after the initial installation to assist with report configurations; return visits related to connectivity, reports and/or training will be billable.

The following terms apply additionally to any expressly offered Warranties or Service Contracts. All Equipment is preowned unless specifically identified as New. New equipment will be warranted by the manufacturer (MFR), and any terms will be subject to MFR’s coverage, which may not include shipping, travel, or service. Seller agrees to submit the contract request on Buyer’s behalf and expedite any contract fulfillments due from MFR.

Preowned equipment warranties are Service & Parts Contracts for a duration specifically detailed on page one to include service labor and mechanical parts, including one time prorated replacement of X ray tubes, batteries, circuit boards, detector, glassware, image intensifier, mechanical items such as brakes, wheels, pedals, etc. as needed, with the exception of usage “wear and tear,” beginning from the date of shipment of any equipment for Buyer’s use, including loaners and substitutes of stated equipment, from Seller’s or manufacturer’s premises; extended tube warranties are prorated parts only. Parts may be new, used, remanufactured, and/or alternative replacement parts depending upon availability, and may include parts from different years of manufacture.

Buyer agrees to furnish any documentation or reports that Seller requests pertaining to diagnosis and/or service. Buyer agrees to Teleservice Sessions at Seller’s request and at any time service can be performed remotely; Buyer agrees to provide any software, staff, internet connection, or telephone connection necessary to perform remote Teleservice. Any explicit Service Contracts are valid for the use of the Buyer stated herein, at the initial location of delivery only.

Buyer agrees to contact Seller directly on the occasion of any failure within the contract period. Call (239) 454 9555 for service or fax a description of function problems to (239) 454 9599. Buyer must be able to receive installation and training within thirty (30) days of delivery at the contracted delivery site unless Seller extends that window. During the contract period, Buyer agrees to use the Equipment in a careful and proper manner, in compliance with Seller’s guidelines, and to conform to all Federal, State, and local laws and regulations related to the possession, use, or maintenance of the Equipment.

Service Contracts and warranties apply only to repairs necessary for functionality and for standard configurations of the base Equipment described herein; customized features, components, report configuration or records, data deletion, backup or storage, networking, detachable peripherals and/or peripherals provided by the Buyer are not covered; contracts and warranties do not include replacement or exchange of equipment; they do not include shipping or other expenses; they do not include parts, labor or travel expenses beyond the stated duration of the contract, for any reason.

The following will not be covered under this warranty

• Cosmetic features and/or repairs
• Training and/or in service instruction
• Governmental regulatory compliance or approval testing
• Connectivity, networking, DICOM, or communication
• Consumable, replenishable, or disposable components and supplies
• Report configuration or other customized features
• Database management, maintenance, merging, or any other database services
• Patient record storage, retention, or use
• Equipment placement change
• Rough handling or other site or user related issues
• Shipping damage
• Travel expenses, parts or service required to get the equipment functioning after extended periods of nonuse or storage
• Annual preventative maintenance

Parts, labor and expenses for visits not covered under service and parts contracts will be invoiced. Extra labor charges will apply for canceled travel dates and appointments, and for nonstandard hours (before or after standard 9 am to 5 pm, weekends, holidays) and shall be billed at 150% of Seller’s hourly labor fee, along with any expenses directly related to nonstandard hours.

Seller reserves the right to

• Cap contract value in goods, services, or any cash payments or settlements at an amount not to exceed 10% of item purchase price;
• Cancel contract for any reason and refund the prorated cost of the warranty only, which shall be valued at 10% of the equipment price for the first year after equipment purchase (amount prorated to reflect time after delivery) and a prorated cost of extended contract thereafter;
• Assign service and/or warranty as deemed necessary to provide optimal benefits to customer.

All parts replaced under this contract are the property of Seller. Nonfunctioning parts must be returned to Seller prior to replacement; Seller will bill Buyer fair market cost for any parts not returned to Seller. Seller shall replace parts during the contract period that might fail due to normal usage, including one time replacement of X ray tubes, image intensifier, detectors, circuit boards, batteries, mechanical parts such as brakes, wheels, etc., if applicable or needed.

Parts that fail due to abuse, rough handling, accidental damage, shipping damage, improper application, operator misuse or error, storage, site or environmental conditions, manufacturer’s defect, design or materials flaw, or a restriction imposed by the manufacturer, power surges, brownouts, flooding or other incidents related to Acts of God, nature, war, terrorism, or use other than that intended by the manufacturer, shall not be covered by this contract. Diagnosis of coverage will be at Seller’s discretion by Seller’s representatives only, and Seller has final authority to evaluate parts and labor contract claims.

Contracts become null and void if

All parts and labor contracts and any further obligations expressed or implied by the Seller to the Buyer will be null and void as a result of any of the following:

• Seller is not contacted directly with labor and parts requests
• Agents unauthorized by Seller perform any actions, including but not limited to service, repair, diagnosis, maintenance, parts removal or parts replacement, or otherwise interfere with equipment
• Untrained or improperly trained personnel operate the Equipment
• Buyer fails to sign and execute a copy of this document or other pertinent paperwork
• Nonpayment of outstanding balances or invoiced amounts
• Nonreturn of parts or other Seller property
• Improper maintenance of Equipment or site
• The Equipment is moved or shifted from its location
• Painting or construction is performed in the room where the Equipment is located
• Failure to disclose information about the equipment and its usage
• Failure to cooperate with Seller’s technical requests and instructions
• Failure to provide appropriate dedicated electrical circuitry, surge protection, cabling, room construction, room temperature or room maintenance, access to the premises, or any other features necessary to install, maintain and technically service the Equipment
• Abandonment of equipment, i.e., prolonged periods of equipment not being used or maintained

Issues arising in a gap in contract due to nonpayment or failure to provide any of the requirements herein will not be covered retroactively. Seller will be given prompt access to any applicable configuration or usage reports, service reports, purchase paperwork, contact information, scans, photographs, examinations of the equipment, etc. Seller is not required to provide to Buyer any tools, accessories, or peripherals necessary for service.

Software

Software is installed on the system; however, any copyrighted material or software code may be the intellectual property of the copyright holder. Seller does not purport to sell any copyrighted software; the legal right to use copyrighted software may be licensed by the copyright holder. Computer software disks for installed software may not be included. Seller is not the Manufacturer (MFR) of the equipment or software, is not an agent of MFR, does not warrant the manufacturer’s software or design of equipment, and cannot guarantee the manufacturer’s support of software or equipment.

Buyer acknowledges that Seller is not the manufacturer of the equipment and is not able to guarantee or warrant the equipment against issues of design, functionality, usability, or liability. Seller does not warrant that the equipment or the software will meet your requirements, be compatible with equipment, databases, archives, or other software programs, or that operation will be uninterrupted and error free, including intermittent issues that may have occurred during the warranty period that recur after the warranty period.

MRI warranties do not cover: chillers, HVAC systems, cryogens, unexplained quenches not due to mechanical issues; applications support; software or manuals; environmental issues.

Seller makes no guarantees, warranties or promises of exact shipping, installation or service dates, revenues, profitability, patient scheduling or throughput, equipment usage, operability, or compatibility, reimbursements, employee training, data deletion, backup, or storage, or ability to comply with federal guidelines. Neither Seller nor any of its entities, representatives, employees, or officers provide warranties or guarantees of ability to practice medicine, garner profits, or operate a business.

All invoices, payments, shipping costs, and/or applicable taxes must be remitted in full for the contract to remain in effect. Nonpayment will cause gaps (i.e., “freezes”) in contract coverage and may lead to cancellation of any parts and labor contracts and warranties; issues that occur during freezes will not be covered under warranty; reinstatement of a warranty frozen due to nonpayment will require a diagnostic visit at user expense prior to reinstatement.

Shipping is FOB Fort Myers, FL. Buyer pays all shipping expenses, including FedEx, unless expressly included in the purchase price. Buyer acknowledges that Seller is not in the business of shipping, does not guarantee prices or exact shipping dates, and will not be responsible for delays. Quotes are procured on behalf of the Buyer by a third party shipper, which may apply extra charges, such as expedited shipping, weekend, night or holiday delivery, special services, metropolitan delivery, extra labor needed onsite, missed deliveries, rescheduled deliveries, storage, fuel increases, etc.

It is Buyer’s responsibility to sign for shipment; Buyer agrees to note any shipping damage in writing, clearly upon the Bill of Lading, with the shipper’s signature of verification, and to photographically document such damage. Delivery, installation, calibration, and applications training schedules are tentative, and will be fulfilled by Seller to the best of its ability; however, Seller will not be held liable for delays or damages in shipping, delivery, installation, calibration and applications; nor will any such delays be grounds for cancellation of contract, withholding of a portion or all required payments, or payment for any shipping damage.

Seller will book shipping after receipt of payment and a completed Predelivery Questionnaire, and will make a good faith effort to accommodate Buyer’s preferred delivery, install and training schedules; however, Buyer acknowledges that available schedules for certain logistics (truck routes, air travel, etc.) may be limited and agrees to accept Seller’s best available dates or pay a surcharge for expedited logistics. Additional charges that may arise due to Buyer’s inability to fulfill a mutually agreed upon schedule for any of the above will be the responsibility of the Buyer. Should Buyer choose not to pay such additional charges, Seller will be released from any and all further obligations, including but not limited to any expressed intention to install, train or warrant.

If Buyer is not ready to accept delivery once equipment is ready to ship, Seller will have the option of placing the equipment into storage at Buyer’s expense and liability; Seller will not be responsible for any storage of equipment and any parts, supplies, labor or repairs necessary as a result of storage.

Applications training, if expressly included, is defined as teaching Buyer basic functional knobology of equipment. Requirements of Buyer and/or Buyer’s employee(s) are: competency in the English language; a maximum of two people; the person(s) receiving basic applications training should be the designated operator of the equipment and should be current on any state and/or local operator requirements. If additional training is needed for any reason, Seller will charge a per diem rate plus travel and expenses. Seller does not offer diagnosis, medical or interpretation education.

Seller will be responsible for submitting FDA Form 2579 if applicable and submitting a copy to the state agency. Buyer will be responsible for any additional registration and any regulatory compliance with the appropriate local, state or federal regulatory authorities, as required, including any approvals, inspections, or requirements such as physicist approval, radiation regulation, or COVID 19 compliance. Buyer will be responsible for any additional costs related to local, state or federal COVID 19 compliance. The operation of devices producing ionizing radiation may require operator licensing or certification; Buyer is responsible for training and certification of operator(s).

Prices may not include applicable sales tax, excise, use, value added or other taxes, duties or fees now in effect or hereafter levied which Seller may be required to pay or collect in connection with the Equipment. Buyers in the State of Florida without a valid resale certificate agree to promptly pay all such state sales taxes, duties and fees to Seller upon demand, and to be responsible for all late fees, penalties, etc. All other Buyers agree to remit any applicable taxes to their appropriate local, state and federal authorities.

This offer and Seller’s liability is expressly limited to the written terms hereof. Equipment is subject to availability, and this offer may be withdrawn by the Seller at any time. Seller reserves the right to substitute equipment of equal or greater functional quality if the exact unit quoted is unavailable. The terms of this offer may not be modified or altered unless such modification is in writing, signed by the Seller. Any additional or different terms proposed by the Buyer are hereby rejected and will be of no effect upon Seller.

Seller encourages inspection of Equipment by prearranged appointment. If Buyer purchases quoted Equipment directly or indirectly from a party other than the Seller for a period of two (2) years from the date of this document, Buyer will pay Seller a finder’s fee of 30% of the price stated herein, or the full amount of any deposit tendered by Buyer to Seller (whichever amount is greatest), as compensation for time and work spent locating equipment and consulting on the project.

Buyer shall be deemed to have accepted the terms of this offer by signing this agreement or by ordering the Equipment from Seller. Buyer shall be deemed to have accepted the equipment under the terms of this agreement after the first passing scan, and acceptance cannot be rescinded at any point thereafter. Payments are nonrefundable. At Seller’s discretion, deposits may be applied toward future equipment or service purchases; may be retained as liquidated damages and not as penalty; or may be returned minus restock fees [25% on unused equipment, 50% if in use] and expenses [services, parts, and labor] charged.

If Seller cancels the sale, any refunds or payments due to Buyer shall not exceed the amount paid by Buyer to Seller, minus any expenses incurred at Buyer’s request. After the initial Equipment delivery and Completion of Installation there shall be no returns or replacement. Buyer agrees that any liability, refund or settlement for any reason whatsoever will not exceed a prorated amount of any expressed contract which for refund purposes shall not be valued over ten percent (10%) of the price paid for equipment, or expressed value of the contract, prorated by usage.

Discounts. Discounts are offered contingent upon purchase of multiple items and payment of invoices in full within ten (10) days of presentation of invoice; Seller reserves the right to withdraw discounts for cancelled items, or late or partial payments.

Nonpayment. All payments, shipping costs, and/or applicable taxes must be remitted in full for the contract to remain in effect and warranties will be nullified due to outstanding payments past due; Buyer will be responsible for collection costs, interest at 21%, and late fees as long as payments are outstanding. Until full payment has been rendered, Buyer agrees to refrain from scheduling or scanning patients or otherwise utilizing the equipment in any way; Seller shall have the right to audit use during normal business hours in the premises where the Equipment is located and to examine usage reports.

Seller is providing equipment of a specific model, capacity, description and manufacture according to Buyer’s requests, and is under no obligation to replace or exchange equipment once equipment has been ordered and deposit paid. Buyer acknowledges that Seller is a provider of equipment, is not the manufacturer of the equipment, and as such is not able to warrant operability or that the use of the equipment will be uninterrupted or free of repairs.

Refurbishing. Please note that equipment may accumulate particles of dust or other foreign matter between any necessary and/or expressly offered cleaning, painting or refurbishment and time of delivery, and this in no way implies that any expressed refurbishment process has not been completed; nor may Buyer interpret the presence of such as Seller’s failure to perform. Seller does not warrant or guarantee the manufacturer’s original design or software. Refurbishing, if expressly offered, will be defined as any actions that may be performed on an as needed basis to bring equipment up to functional operating standards prior to shipment and completion of installation. Parts used in the refurbishing process may be new, used, remanufactured, and/or alternative replacement parts depending upon availability, and may include parts from different years of manufacture.

Seller certifies that, to the best of its knowledge and belief, Equipment is free and clear of any liens and encumbrances. Seller retains a first priority security interest in the equipment and all proceeds and products of the Equipment, including insurance proceeds, until all monies have been paid and Buyer is free and clear to use Equipment. Buyer authorizes Seller to file all financing statements, continuation statements and other documents necessary or desirable to perfect and to maintain Seller’s security interest. Risk of Loss remains with Seller until the Equipment is shipped (or stored) at which time risk of loss or damage passes to the Buyer.

This purchase has been transacted at Seller’s place of business and as such the laws of the State of Florida, with Lee County as venue of jurisdiction, shall govern enforcement and interpretation of this Agreement and all other issues concerning the sale herein. Buyer consents to resolve disputes through a process of arbitration at Seller’s discretion.

Each party will be responsible for their own legal fees relating to any complaint or legal action regarding this contract, unless one party initiates actions in contradiction of expressed terms in this agreement, including actions filed outside the stated venue, in which case said party agrees to pay all fees.

Buyer agrees to indemnify, hold harmless, and defend Seller, its officers, directors, agents, employees, predecessors, successors, and affiliates and assigns from and against any and all claims, suits, losses, or damages (both compensatory and punitive, including without limitation, attorneys’ fees and costs) in any way related to or arising out of the sale or future use of this equipment or the equipment itself, including any claims or representations made by any end user or resale buyer. Buyer’s indemnity and obligation to defend is all inclusive and is intended to protect Seller and associated parties from any claims whatsoever regarding the equipment, including but not limited to claims alleging Seller’s negligence. Buyer’s waiver is severable and will survive any cancellation or alteration of the sales agreement.

Buyer agrees to waive any claims against Seller for any perceived, actual, or anticipated loss of business and/or revenues, and no legal claims against the Seller will be valid beyond the end of the contract and/or contract coverage purview.

Seller shall not be liable for delays or issues with service or performance occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, supply shortages, shipping shortages or delays, fire, flood, catastrophe, Acts of God or Nature, epidemic, pandemic, insurrection, war, computer hacking or sabotage, riot, or failure of communication or power systems. In the event of such, the Seller shall take reasonable steps to minimize costs, delays, or service interruptions but shall have no liability with respect thereto.

Seller does not provide goods or services for sale or resale to any countries or entities prohibited by any agency of the government of the United States of America (as of this writing to Seller’s best knowledge currently Burma, Cuba, Iran, North Korea, Sudan, Syria). Buyer agrees to abide by all US government regulations regarding such prohibitions and agrees that goods or services purchased from Seller will not be for use or resale to countries or entities under such prohibitions.

The parties agree that each provision contained herein shall be treated as a separate and independent clause, and the unenforceability of one shall not impair or nullify the enforceability of any other clause. Moreover, if one or more provisions are held to be overly broad and unenforceable for any reason, the appropriate judicial body shall construe them by limiting and reducing them to the extent compatible with applicable law. Any forbearance by either party from enforcing any term of this Agreement shall not constitute a waiver of any right under this Agreement, unless stated in writing.

Captions and headings in this contract have been inserted herein only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of, or otherwise affect, the provisions herein.

Buyer agrees that Seller has no obligations to any third party or entity on Buyer’s behalf and makes no warranties, expressed or implied, to any third parties in the instance of a resale at any time. Buyer agrees to hold Seller harmless for any and all claims whatsoever made in relation to the future resale of the equipment, or claims made by any third party with whom Buyer might be associated in regard to this equipment. Buyer agrees that any payments due to Seller are not dependent upon any third party payments or terms, and that Buyer’s compliance with the terms of this agreement will in no way be dependent on a third party.

This agreement supersedes any previous written or oral agreements and constitutes the entire contract.