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| Effective Date: January 2007 |
| ARTICLE -1 |
These conditions take precedence over the purchaser?s general purchase conditions. Placing an order implies that the purchaser unreservedly and completely adheres to these General Sales Conditions and that no particular condition, unless formally agreed in writing by UBIMEDŽ, may take precedence over these General Sales Conditions. The information provided in the catalogues, web site, notes and price lists, is provided for information purposes only and is not binding; the vendor may modify this at any time, without notice. The contract concluded between our company and the Purchaser is non- transferable. |
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| ARTICLE-2 |
Order Acceptance Policy: the order will become effective as soon as you will be in receive from Ubimed a document named: ?confirmation order?.
UbimedŽ reserves the right at any time after receipt of your order to accept or decline your order for any reason. Therefore, we reserve the right to cancel any orders that are suspected of being under fraudulent activity.
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| ARTICLE-3 |
Every order is firm and final. Any clause or particular purchasing condition appearing on the customer?s order notification, which is in conflict with the present conditions, will be regarded as null and void. No addition, omission or modification regarding any of the provisions of these sales conditions will be binding on the Vendor without his prior written agreement. Any change notified on the Vendor?s acknowledgement of receipt will be regarded as accepted by the customer, unless the latter notifies the Vendor in writing of his opposition to the change within a maximum of eight days from the acknowledgement of receipt. Every order has to be submitted by a written letter to Ubimed, 30 days before the product has been sent so that the request could be accepted. Every order is an irrevocable commitment. In the event of any modification whatsoever (designation, quantity, etc) of an order already received and confirmed by the vendor?s agreement, the previously granted conditions cannot be renewed without the vendor?s express agreement. No order may be cancelled, even partially, without UBIMEDŽ prior agreement. If UBIMEDŽ should accept the cancellation of an order for stocked products, it will invoice a minimum of 20% of the total amount of the order, with a minimum charge of $ 50 as compensation. Any order for products that are not stocked may not be the subject of any return or cancellation. If such were the case, the whole amount of the order would be payable. In the case of a specific deal, any requisite security stocks not used up will be delivered and invoiced to the customer at the end of the deal or in the event of any modification whatsoever.
The Vendor reserves the right to refuse any order for less than $ 500; this amount maybe modified by means of a circular.
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| ARTICLE-4: Offer and Prices: |
The offer is valid up to the end of the option period, which, unless otherwise stipulated, is one month from hand-over of the offer. The information provided in the documentation, catalogues, website, notes and price lists is only provided as an indication and cannot constitute a binding offer on the part of the Vendor, who may modify his offer at any time, without notice.
The prices are established according to the prevailing economic conditions when the order was placed and may be modified according to the variations in the manufacturer?s price list. The prices may be revised at any time according to the variation in the cost of their components in accordance with the prevailing legislation (duties and taxes, exchange rates, etc.). The prices are understood as being net of Taxes; the fixed shipment expenses and taxes are additional. The invoiced prices are subject to variation according to these conditions.
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| ARTICLE-5: Delivery: |
| The delivery dates envisaged in the order acknowledgements or any other document mentioning the customer?s order number or reference are given as an indication only, as accurately as possible but nevertheless depend on the vendor?s possibilities of obtaining supplies and transport. Under no circumstances may any delays justify the cancellation of the order, any compensation or the application of penalties for delay. The Vendor is legally free from any commitment regarding delivery dates and expressly reserves the right to suspend deliveries:
# In the event that the customer does not comply with the agreed payment terms.
# In the event of force majeure or events such as social conflicts, epidemic, war, requisition, fire, flood, industrial accidents, significant rejects, interruption to or delays in transport or any causes leading to total or partial unemployment in the Vendor?s premises or his suppliers.
# In the event of export being prohibited by order of the government of the equipment?s country of origin.
#In all cases, the goods may only be delivered on the delivery dates if the purchaser is up-to-date in his obligations with regard to UBIMED. Any partial delivery requested or accepted by the purchaser is invoiced on delivery. Any postponement of delivery is subject to our company?s written consent.
Delivery is made either by handing over the product directly to the purchaser or by delivery to a shipper or a freight forwarder in UBIMED?s premises. The Vendor reserves the right to make full or partial deliveries. The products travel at the consignee?s risk and peril. No recourse may be taken against the Vendor, the forwarding agent or the shipper for any losses or damage the goods may incur unless an irrefutable report with probative force has been sent to the shipper or the forwarding agent within a maximum of three days, not including public holidays, and formally notified to the Vendor within the same period.
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| ARTICLE-6: Receipt: |
Complaints regarding apparent defects or the delivered product?s non-conformity with the ordered product or with the dispatch note must be made in writing by recorded delivery mail within eight days of the products? arrival. It is the purchaser?s responsibility to provide every proof of the reality of the defects and/or anomalies reported. He must provide UBIMED with every facility to proceed to record these defects and to remedy them; he must refrain from intervening himself or from using a third party for this purpose. The customer must provide the relevant accessibility and organization of the premises intended to receive bulky, heavy equipment at the appropriate time; the Vendor will not bear the cost of this under any circumstances.
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| ARTICLE-7: Guarantee: |
The equipment and goods the Vendor delivers are guaranteed up to the amount of guarantee ascribed to him by the supplier or the manufacturer. The period UBIMEDŽ will guarantee the product is equal to one year PROVIDED FROM THE DATE OF PURCHASE TO THE CONSUMER WHO BOUGHT THIS PRODUCT.
Under this guarantee, the sole obligation incumbent on UBIMEDŽ is to replace or repair any product acknowledged as defective by its departments.
WARRANTY RESTRICTIONS: WHAT IS NOT COVERED UNDER WARRANTY?:
DISPOSABLE NOSE PIECES, BATTERIES. DAMAGE CAUSED BY MISUSE, ABUSE, NEGLECT OR ALTERATONS.NORMAL WEAR AND TEAR, INCLUDING CHIPS, SCRATCHES,
ABRASION, DISCOLORATION OR FADING.
Ddeteriorations caused by an external accident (erroneous installation, defective maintenance or abnormal use) or by any modification of the product not envisaged or specified by UBIMEDŽ.
The guarantee also does not cover apparent defects, which the purchaser must notify under the conditions stated in Article 8 of the present document
IMPLIED WARRANTIES:
ANY IMPLIED WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANDABILITTY AND FITNESS FOR A PARTICULAR PURPOSE, SHALL BE LIMITED TO THE DURATION OF THE EXPRESS WARRANTIES SET FORTH IN THIS LIMITED WARRANTY. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Any replacement, repair or modification of a component during the guarantee period may not have the effect of extending the guarantee period. The guarantee will not apply if any repairs or intervention work are noted, which have been performed by anyone other than the Vendor?s personnel.
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| ARTICLE-8: Return of goods: |
Any product return must be the subject of written prior agreement from UBIMEDŽ. The expenses and risks of returning the product will always be the purchaser?s responsibility. The items must to be returned in their original packaging and should not have undergone any modification. Any return accepted by UBIMEDŽ will involve the production of a credit note in purchaser?s favour after the returned products have been checked qualitatively and quantitatively. In the event of an apparent defect or nonconformity in the delivered products, duly noted UBIMEDŽ under the conditions written in the present document, the purchaser will be able to obtain free replacement or reimbursement of the products, at UBIMEDŽ ?s discretion, excluding any compensation or damages. |
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| ARTICLE-9: Responsibility: |
LIMITATION OF REMEDIES:
IN NO EVENT SHALL UBIMEDŽ,Inc. OR ANY OF ITS AFFILIATED OR SUBSIDARY COMPANIES BE LIABLE FOR ANY SPECIAL, INCIDENT OR CONSEQUENTIAL DAMAGES BASED UPON MISUSE , BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY. SUCH DAMAGES INCLUDE, WITHOUT LIMITATION, LOSS OF SAVINGS OR REVENUE; LOSS OF PROFIT; LOSS OF USE; THE CLAIMS OF THIRD PARTIES AND COST OF ANY SUBSTITUTE EQUIPMENT OR SERVICES.
UBIMEDŽ liability, for whatever reason, may not exceed twice the payments received against the order up to a limit of $ 50,000. However, any costs incurred by UBIMEDŽ in replacing or repairing any products acknowledged as defective in accordance with the above guarantee are excluded from the limit envisaged in this paragraph.
SOME STATES DO NOT ALLOW THE EXCLUSION OF LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
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| ARTICLE-10: Invoicing: |
The invoiced quantities are those that have actually been delivered.
US Invoices include the relevant amount of taxes at the rate set by the prevailing tax regulations at the time the invoice was drawn up. Export invoices are drawn up net of tax.
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| ARTICLE-11: Payment condition: |
For any customer not having an open account with the Vendor, payment is due in cash when the order is placed. Any request for opening of an account must be accompanied by the usual (legible) bank and commercial references. Unless special conditions are agreed, the price of the products is payable in cash, without any discount, on the day the invoice is received. If payment terms have been authorized, the date that the goods leave the warehouse is the starting point for determining the due date for settlement. Payments must be made on the due dates agreed and under the agreed terms.
UBIMEDŽ reserves the right to set a new overdraft limit for a customer at any time, according to the risks incurred, and to adjust its delivery dates and payment terms, particularly in the event of non-payment on a due date or non-observance of any of the conditions herein. Drafts subject to acceptance and promissory notes must be drawn up and returned within 7 days from receipt of invoice. The customer may not make any payment retention, any modification in the form of a corrective debit nor any postponement of the due date for payment, for whatever reason, without our prior consent.
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| ARTICLE-12: Ownership: |
The products supplied by UBIMEDŽ are sold with a clause expressly subordinating the transfer of their ownership to full payment of the price for the principle and accessories, notwithstanding the acceptance of any commercial draft. The customer undertakes not to dispose of the goods in any way whatsoever until this condition has been fulfilled. In the meantime, the goods must be kept distinctively separate in the customer?s warehouses or workshops. The customer bears the risks of loss or destruction.
In the event of filing bankruptcy, cessation of payment or one of the procedures envisaged in the law relating to company turnaround or the winding up of companies or in the event of implementation of the law regarding amicable settlement, the customer must advise us immediately and immediately compile, at his own expense, a complete and true inventory of the goods in his stock, which he will hold available to us so that the retention of ownership clause may be implemented if necessary. The customer must not, under any circumstances, damage or remove the equipment?s identification marks or those on the packing.
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| ARTICLE-13: Competencies: |
The present Conditions are governed by American Laws and especially Californian laws. In the event of any dispute of all or part of these sales conditions and any that may arise form the execution of any order whatsoever, the jurisdiction of UBIMEDŽ?s headquarters shall have jurisdiction, in this case, Beverly Hills, California, USA.
When buying a UBIMEDŽ?s product a customer acknowledge all the articles above and agrees all the conditions strictly.
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