TERMS AND CONDITIONS
The following terms and conditions (“Terms”) apply to the acquisition of products and services from PatCom Medical Inc. (“Patcom”) and its subsidiaries.
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Orders. Orders are to be placed by purchase orders (“PO”) or by submitting quotations generated by Patcom that have been dated and signed by an individual that has the right to sign binding contracts on behalf of the customer. In the event of any conflicting, inconsistent and/or additional provisions in a customer purchase order or other document, these terms will supersede and prevail and such conflicting, inconsistent and/or additional provisions shall be of no force or affect. Patcom hereby objects to such other provisions or terms proposed by customer. By accepting delivery of products from, and/or the performance of services by Patcom and/or by paying for same, customer accepts and agrees to these terms, all of which constitute the sole and entire agreement between Patcom and customer.
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Prices. Prices are subject to change without notice. Nevertheless, prices in effect at the time that an order is accepted will prevail; provided, however, that quotations, including pricing therein, are valid until the expiration date reflected on the quotation. All applicable taxes, shipping and or handing charges, will be added to the invoice. If customer is tax exempt, customer shell provide a tax exemption certificate for the soul to entity at the time of issuance of the purchase order under these terms.
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Shipping. Shipments are F.O.B. shipping point. Shipping and handling is added to the invoice to customer. However, Patcom will use customer-designated third party shipping accounts for shipment and payment if requested by customer by the time of shipment. In such case, customer is solely responsible for all third party shipping charges, applicable Patcom handling charges and any loss or damage to products during shipment. If customer-designated third party shipping account is not utilized, and any loss or damage to products occurs during shipment, Patcom will replace such products at no additional cost to customer. All shipments must be carefully examined upon receipt and, if a product is damaged, customer must promptly notify Patcom of the nature and extent of the damage and return product to Patcom in accordance with Patcom’s return policy below. If shipments are received short, customer must promptly notify Patcom with details. Patcom might make partial shipments and invoice for shipped products partially.
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Payment. Unless otherwise accepted in writing, payments for orders are due 50% upfront at time of order and 50% at time of delivery. All invoices are due upon receipt. A finance charge of 1.5% per month or the maximum amount allowed by law, whichever is less, may be assessed on balances outstanding for more than 30 days. Any and all collection expenses, including reasonable attorney fees, incurred by Patcom to secure payment of any sums due from customer will be borne by customer. Amounts payable to Patcom for the purchase, lease or rental of products and/or the provisions of services are not subject to withholding, set-off or counter-claim under any circumstances without prior written consent of Patcom. Payments made in advance and upon delivery can be made by credit card, paypal, wire transfers, ACH payments or checks. Checks have to be mailed using Fedex, UPS or DHL, not USPS. Payments made later than upon delivery cannot be made by credit card nor paypal.
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Security interest. Until customer has paid Patcom in full for all products purchase pursuant to and order, Patcom shall have, and customer here by grants to Patcom, a security interest in all products purchased pursuant to such order to secure payment of the entire purchase price for all products sold, shipped and delivered to customer pursuant to such order and all costs, expenses or other charges relating thereto which are payable by customer to Patcom.
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Product Return process. A return merchandize authorization (“RMA”) number must be obtained from Patcom prior to sending any products to Patcom for any reason. The instructions for the return given by the Patcom employee must be followed carefully. Returns must be carefully packed and shipped prepaid to Patcom. In order to prevent the transmission of disease to the Patcom personnel, all opened products must be cleaned and sterilized or high-level disinfected before sending to Patcom, which reserves the right to return unclean and contaminated products to customer. Additionally, if any product becomes damaged and is not immediately returned for repair or exchange, Patcom assumes no responsibility or liability for customer’s continued use of that damaged product. Patcom does not guarantee the performance of, and may decline to repair or accept for repair/exchange, any product that has been repaired, modified and/or altered by any person or entity not approved by Patcom.
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Return Policy. Full credit will only be issued for products where an RMA has been issued within 7 calendar days of deliver to customer so long as such items are unused and in resalable condition. If products are returned later than that, Patcom may, in its sole and absolute discretion, either refuse acceptance of the returned products or require payment of an inspection fee of 15% of the net value of the invoiced price of the product, which will require a separate PO number. The following products may not be returned for credit or exchange: a) products in customer’s possession for more than 90 days from delivery date; b) disposable products where the package is opened or damaged; c) products identified and purchased as demo products or discontinued products; d) products damaged by customer; and e) products used on patients.
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Warranty Policy. Products sold by Patcom are warranted to be free from defects in materials and workmanship for a period of one (1) year from the date of delivery to customer. All non-warranty repairs will be warranted to be free from defects in materials and workmanship for a period of ninety (90) days from the date of the invoice for such repairs. Accidental damage and damage resulting from misuse, abuse, excessive sterilization, disinfection and sterilization methods not approved by Patcom, as well as fluid invasion and normal wear and tear, will be subject to prevailing repair charges. Disassembly, alteration, or repair performed by any person not authorized by Patcom will result in immediate loss of warranty. THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Suitability for use of the medical device for any procedure shall be determined by the user. Patcom shall not be liable for incidental or consequential damages of any kind. Shipping charges to and from Patcom are paid for by customer. If a warranty claim is confirmed, Patcom will pay for shipping to customer. Extended warranty can be purchased. It extends only the time of the warranty, not the scope.
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Repair Policy. This section applies to all repairs and exchanges not covered under the Warranty Policy. If such repairs or exchanges become necessary, customer must follow the RMA procedure set forth in the “Product Return Process” above. All repairs and exchanges shall be subject to Patcom’s applicable repair or exchange charges. Customer will be provided an estimate for the required repair work or estimate of a product exchange before it is undertaken. Repairs or exchanges require the written approval by customer. Subject to the availability of product, Patcom may, provide customer with loaner product free of charge while repairs are being made. Loaners are sent out after damaged products have been received by Patcom for evaluation.
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Software. Products sold by Patcom can come with software installed. Software comes with a license key that allows customer to use software on a particular product for the lifetime of the product. One software license can only be used on one product unless otherwise directed and confirmed by Patcom in writing. If software licenses have to be moved from one product to another due to hardware replacement, such license transfers are possible and free of charge to the customer.
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Disputes. For customers based in the United States of America, all controversies, disputes and claims, shall be adjudicated by a court of competent jurisdiction within the state of New York. All transactions by and between customer and Patcom shall be governed by and construed in accordance with the laws of the State of New York. The invalidity or unenforceability of any of the within Terms will not affect the validity or enforceability of any other or remaining term or condition hereof.
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Limitation of Liability. Patcom is not liable for any special, incidental, consequential, punitive, exemplary or indirect damages, from any cause whatsoever in connection with or arising from the purchase, sale, lease, rental, installation, performance or use of products and services sold by Patcom, even if Patcom has been advised of the possibility of such damages. Some jurisdictions might not allow exclusions and disclaimers of certain warranties or limitations of liability, so the limitations and/or exclusions set forth in these terms may not apply. In that event, Patcom’s liability will be limited to the greatest extent permitted by law in the subject jurisdiction.