Gaumard Sales Terms and Conditions | 78
PEDIATRIC HAL®
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User Guide
8.4 GAUMARD SALES TERMS AND CONDITIONS
These Gaumard Scientific Company, Inc. (“Gaumard”) Sales Terms and Conditions (“Terms”) apply to the sale or use of Gaumard equipment
(“Equipment”), Software (“Software” as defined in paragraph 13), and supplies (“Supplies”), collectively referred to as “Product” or “Products”
between Gaumard and the entity named on the applicable Gaumard Purchase Order (“Customer”) (collectively, “Party” or “Parties”). The Parties,
intending to be legally bound, agree as follows.
1.
Agreement. Customer agrees to purchase from Gaumard the Products set forth in quotes and purchase orders accepted by both Customer
and Gaumard from time-to-time. These Terms, along with any Exhibits, any applicable Gaumard Purchase Order documents, Gaumard Warranty
documents, Gaumard Cares Service Plan documents, and any other purchasing or service documents executed by the Parties constitute the complete
and entire agreement between Gaumard and Customer (collectively referred to herein as the “Agreement”). This Agreement will supersede all other
quotations, agreements, understandings, warranties, and representations (whether written or oral) between the Parties with respect to the subject
matter set forth in the Agreement. Any Customer documentation (including Customer’s purchase order terms and conditions) that conflicts with or
attempts to modify the Agreement in any way is hereby rejected and of no effect unless specifically agreed to in writing and signed by the Parties.
No provision of this Agreement shall be waived, amended, modified, superseded, canceled, terminated, renewed, or extended except in a written
document signed by both Parties or signed by the Party against whom the modification is sought to be enforced. This agreement can be terminated
by Gaumard without cause by giving thirty (30) days prior written notice to Customer.
2.
Prices. Prices, fees, and charges for Products and services (including maintenance, installation, and training as described in the applicable
Gaumard Purchase Order documents, Gaumard Warranty documents, Gaumard Cares Service Plan documents) (“Service” or “Services”) are payable
in United States (U.S.) Dollars only, and do not include any applicable taxes or shipping charges. If Customer claims any tax exemption, it must
furnish a valid tax exemption certificate before shipment of Products. Unless such certificate is furnished, Customer agrees to pay at its sole expense
all applicable taxes, assessments, fees, penalties, import duties, and merchandise processing fees that may be levied or assessed upon Customer or
Gaumard with respect to this Agreement, the Products, or any interest thereon. Gaumard reserves the right to increase prices on thirty (30) days
written notice to Customer.
3.
Payment. Unless otherwise agreed to in writing by Gaumard, Customer shall pay invoices net twenty (20) days from the invoice date. A
late charge will be due on any unpaid balance at a rate of 1.0% per month or the maximum rate otherwise permitted by law, whichever is lower.
Gaumard may charge interest at the maximum rate permitted by law on all amounts not paid by the invoice due date. Gaumard retains a purchase
money security interest in all Products sold to Customer to secure payment of the total purchase price thereof. Customer hereby grants Gaumard the
right to file a copy of this Agreement with any appropriate authorities to evidence this security interest. Customer agrees to execute and deliver such
other documents as Gaumard may request in connection therewith. Gaumard shall not be obligated to deliver any Product or perform any Service
during any period when Customer payment is past due. Customer will be responsible for all costs (including reasonable attorneys’ fees) incurred by
Gaumard to collect overdue payments and/or to take possession or otherwise dispose of Products for which payment is overdue.
4.
Product Shipment and Risk of Loss. Unless otherwise agreed to in writing by Gaumard, all Products will be shipped F.O.B. Origin, regardless
of any provisions for payments of freight, insurance, the form of shipping documents, or selection of carrier by Gaumard. F.O.B. Origin means title
to the Products passes to the Customer at the shipping dock of Gaumard or Gaumard’s supplier or authorized agent. Customer is responsible for
shipping charges and for the cost of insurance paid to cover any losses from Gaumard’s shipment point to Customer’s receipt. Gaumard will assist
Customer in processing any loss claims. Gaumard shall use reasonable efforts to meet the specified delivery dates. If Gaumard fails to make delivery
within a reasonable time for reasons other than Customer’s fault or circumstances beyond Gaumard’s reasonable control, then Customer’s only
remedy is the right to terminate the applicable Purchase Order, whereupon Gaumard will refund any prepayments received from Customer relating
to such Purchase Order.
5.
Installation and Acceptance. Product orders are subject to 1) written acceptance by Gaumard, 2) receipt of specified deposits, as applicable
and 3) continuing credit approval. If applicable, Gaumard will install Equipment at an agreed upon location ("Installation"). Installation shall be
complete upon Gaumard's demonstration that the Equipment meets Gaumard's then-current operating specifications ("Installation"). Installation
is subject to Customer cooperating in preparing and maintaining the site in compliance with Gaumard specifications, including but not limited to,
applicable electrical and other connection regulations and all environmental conditions. If Customer fails to accept shipment of Products other than
for breach of warranty, Customer shall immediately pay the full purchase price as if shipment and Installation had occurred. If Customer fails to
accept Products and if Gaumard decides to store ordered Products, Customer shall be responsible for Gaumard's reasonable insurance, handling, and
storage charges. If Gaumard elects not to store ordered Products, Gaumard may arrange shipment and storage in a bonded warehouse at Customer's
sole risk and expense.
6.
Delay of Performance. The Parties’ obligations under this Agreement are subject to force majeure, including but not limited to, civil
insurrection, terrorism, fire, flood, labor disputes, shortages, delays of suppliers or contractors, or government priority systems, actions taken or
threatened by any governmental agencies, acts of God or other contingencies or acts not within the sole control of the Parties. Gaumard reserves
the right during any shortage period to (a) make Supplies available to Customer (as it sees fit) without any liability to Customer, and (b) to make
substitutions and modifications in the specification of any Products, provided such substitutions or modifications do not materially affect the
performance of Products.
7.
WARRANTIES. Gaumard warrants that if a Product proves to be defective in material or workmanship within one year from the date on
which title to the Product passes to the Customer (“Warranty Period”), Gaumard will, at Gaumard's option, repair or replace the Gaumard product. This
limited warranty covers all defects in material and workmanship in the Gaumard product, except: (a) Damage resulting from accident, misuse, abuse,
neglect, or unintended use of the Gaumard product; (b) Damage resulting from failure to properly maintain the Gaumard product in accordance with
Gaumard product instructions, including failure to properly clean the Gaumard product; and (c) Damage resulting from a repair or attempted repair
of the Gaumard product by anyone other than Gaumard or a Gaumard representative. Replacement parts are warranted for the remainder of the
Warranty Period or ninety (90) days from shipment, whichever is longer. Services are warranted to be supplied in a workman-like manner. Gaumard
does not warrant that use of the Products will be uninterrupted or error-free, or that the Products will operate with non-Gaumard authorized third-
party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED
BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
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