Sales Contract

 

 

GENERAL. These terms and conditions constitute an integral part of the Agreement between the parties for the sale/purchase of the Equipment and shall govern the rights and responsibilities of the parties.  

COMPLETE AGREEMENT. This Agreement constitutes the entire agreement. Any acceptance of this Sales Agreement is expressly limited to the terms of this Agreement. Once the contract is signed, it may only be amended by written amendment, in the form prescribed by the Seller, signed by the authorized representatives of the parties. Neither the Seller nor the Buyer have entered into this Agreement based on any representation, warranty, condition, or commitment of any other party not set forth in this Agreement.  

PURCHASE PRICE; PAYMENT. Unless otherwise agreed, the Purchase Price shall be paid in US Dollars (USD). The Purchase Price quoted in the Agreement does not include any taxes or regulatory taxes, permits, duties, fees, customs entry service charges, terminal service charges, or other fees due to the execution or as a result of this Agreement. These amounts and any amount not expressly the responsibility of the Seller under the Agreement shall be the sole responsibility of the Buyer. Unless otherwise agreed, no Equipment shall be delivered until full payment of the purchase price is received in the Seller's bank account and is accessible to the Seller without conditions.  

Any financing arrangement shall be subject to the following conditions: 

1. The total amount of agreed financing shall be up to a maximum of 50% of the total Equipment value and shall be repaid in full within a maximum period of 60 days from the date of the first payment. 

2. The interest rate applicable to the financing shall be 3.5% on the outstanding balance. Payments of 50% of the value to be financed may be made in one (1) installment due 30 days from the initial payment, or in two (2) installments of 25% each due 30 days and 60 days from the initial payment respectively. All payments of agreed financing installments shall include the 3.5% on the aforementioned outstanding balance. These payments shall be made on the agreed date during the stipulated term. 

3. In case of delay in payment of an installment, the Buyer shall be subject to a late payment penalty of 3% on the amount owed for each month of delay from the due date of the installment. This 3% late payment penalty for delayed installment payment shall not be prorated, is additional to the applicable financing interest, shall be calculated solely on the outstanding balance of the financing payment, and shall not be calculated including any late interest unpaid at the due date of the outstanding installment.

4. Any modification to the financing terms shall be agreed in writing and signed by both contracting parties.  

If at any time the Seller, at its sole discretion, deems itself insecure under the Agreement, the Seller may demand adequate assurances from the Buyer, in a form and manner acceptable to the Seller, and the Seller may suspend its performance under this Agreement until such assurances are provided. Failure to provide such adequate assurances within ten (10) days of request shall constitute a default by the Buyer, entitling the Seller to all its rights and remedies. Payments may be made via bank transfer, WITH ALL BANK FEES TO BE PAID BY THE SENDER.  

TECHNICAL ASSISTANCE: The provider agrees to provide technical assistance services for the repair of used medical equipment as agreed upon in this contract. Regarding the Equipment acquired and forming part of this contract, the seller agrees to provide technical assistance of up to 1 hour, at no cost to the buyer, to address issues relevant to the operation of the purchased equipment that is part of this contract. The cost per hour of technical assistance shall be as follows:  

- Option 1: $250 for each of the first 2 hours of technical assistance. The cost of each of the following 3 hours of technical assistance shall be $150 each, and the cost of each additional hour thereafter shall be $100 for each hour of technical assistance.  

- Option 2: $450 for a total service of up to 3 hours of technical assistance, renewable for periods of 3 hours at $450 for each 3 hours of technical assistance.  

Payments shall correspond to technical assistance for the equipment that is part of this sale. The contracted technical assistance option shall be valid for 1 year from the start of the contracted technical assistance.  

Technical assistance does not include nor form part of any type of supply of spare parts, software, licenses, etc., required for the operation of the Equipment.  

The provider agrees to provide trained and qualified personnel to carry out the necessary technical assistance tasks. The schedules and availability of this service shall be agreed upon in advance by both parties.  

The customer agrees to notify the provider with reasonable advance notice of the need for technical assistance services. Likewise, the customer shall be responsible for the costs incurred for technical assistance service as stipulated in this contract. Both parties agree that any changes to the terms and conditions of this technical assistance service shall be agreed in writing and signed by both parties.  

LICENSED PRODUCTS. The Seller does not claim any right, title, or interest in any licensed software or other products ("Products") that may be attached or necessary for the operation of the Equipment and, furthermore, the Seller waives any liability to procure for the Buyer or owners of such Products, the legal right to use such Products, whether through license assignment or other transfer, and such Products shall at all times remain the property of the owner or owners thereof. The Buyer is solely responsible for obtaining or causing to be obtained the proper legal authority to use such Products from the owner or owners thereof, and the Buyer shall indemnify and hold harmless the Seller from all liability for any claims by others arising from allegations of misuse thereof by the Buyer, or from the Buyer's breach of any copyright restrictions and any other ownership interest claimed by others in connection with such Products.  

DISCLAIMER OF WARRANTIES. Unless otherwise stated in this Agreement, the Equipment is sold "AS IS, WHERE IS", with all faults, obvious and latent, which may be discovered before or after purchase by the Buyer. The Seller did not recondition, alter, modify, or manufacture the Equipment unless otherwise stated in this Agreement. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY REGARDING THE ACCURACY OF EQUIPMENT SPECIFICATIONS OR OPERABILITY, NOR ARE THERE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. "First use warranty" means that the Equipment will function at or above manufacturer specifications in terms of image quality and performance at the time of delivery, subject to the Buyer's obligations under this Agreement; however, this is not a warranty of future performance.  

SUBJECT TO AVAILABILITY. The Seller will use its best efforts to procure the equipment for this Sales Agreement. However, the Seller's obligations under this sales agreement are subject to the availability of the equipment, to be determined at the Seller's sole discretion.  

NON-EVASION. All or part of the Equipment described in the Agreement may be previously used equipment that the Seller has agreed to acquire from a third party (hereinafter, the "Source"). The Buyer agrees that the identity of the Seller's Source is confidential information and the exclusive property of the Seller that shall not be disclosed to the Buyer, except when the Seller deems it necessary in its sole and absolute discretion to carry out this Agreement. The Buyer, intending to be legally bound, individually, and corporately, hereby irrevocably agrees not to evade, avoid, or circumvent the Seller, either directly or indirectly, or evade the Buyer's obligations under this AGREEMENT. Therefore, for a period of two (2) years after the date of this Agreement, if the Buyer purchases all or part of the Equipment described in the Agreement or any other equipment from the Source, directly or indirectly, the Buyer shall pay the Seller a finder's fee of 25% of the Equipment Purchase Price. This term shall survive termination of this Agreement.  

BUYER'S REPRESENTATIONS AND RESPONSIBILITIES. The Buyer represents and warrants to the Seller that neither the equipment nor its components will be:  

1. used for any purpose other than intended medical use.  

2. used or operated by untrained individuals.  

3. directly or indirectly implemented or used for the manufacture, development, or dissemination of any kind of nuclear or conventional weapon. 

4. transported in violation of US import or export laws or other laws, including, among others, regulations of the Office of Foreign Assets Control, the Bureau of Industry and Security, or Japan's Foreign Trade and Export Control Orders.  

Additionally, the Buyer represents that it shall comply with all laws, regulations, and filing requirements related to the use of the Equipment.  

The Buyer acknowledges and agrees that it is responsible for:  

1. the selection of the Equipment. 

2. any facility construction matters. 

3. providing tracking and location information of the Equipment when requested.  

FINANCED PURCHASES. In the event that the Buyer seeks financing or desires the Seller to accept payment of the purchase price from a third party, the following terms and conditions shall apply. The Seller is not obligated to accept payments from third parties. The Buyer's ability to acquire financing shall not affect the applicability of this Agreement. Regardless of any purchase order from a third party accepted by the Seller, all obligations of the Buyer under this Agreement shall remain unchanged until the purchase price has been paid in full and any other obligation arising under this Agreement has been fulfilled by the Buyer or waived by the Seller. The Buyer agrees to instruct any financing third party to make all payments as required in this Agreement and agrees to provide any financing third party with all required lease documents and necessary progressive payment authorizations to finance the Seller according to the payment schedule of this Agreement. Hereby, the Buyer grants to the Seller an irrevocable license to enter the Equipment location, without the order of any court, to deactivate and/or remove the Equipment without any obligation to repair or restore the location if the Buyer refuses acceptance or any other authorization required by a third party or financial party when the Seller in good faith believes it has fulfilled its obligations under this Agreement.  

DEFAULT. In the event the Buyer fails to fulfill any of its obligations under this Agreement, the Buyer is in "Default." If the Buyer defaults, in addition to any other remedy provided under this Agreement or by law, the Seller may: (i) bill and the Buyer shall pay all costs incurred by the Seller in connection with the Default, including, among others: materials, services, normal markups, overhead, and subcontracted materials and services; (ii) suspend performance under the Agreement; (iii) terminate the Agreement, retaining up to 25% of the Total Purchase Price or "Restocking Fee" as indemnification for damages (regardless of the Seller's ability to mitigate or find another buyer for the Equipment); (iv) accelerate and bill any remaining payments due under the agreement and/or (v) alter any of the shipping, installation, service, and/or warranty terms of the Agreement (including to the point of converting the Agreement to an "As Is, Where Is" Sale). If the Seller exercises this option to alter performance terms, the Seller shall reduce the Total Purchase Price by a reasonable amount, determined in its sole discretion. The Buyer and the Seller agree that these remedies are reasonable given the sensitive nature of the Equipment and the unpredictable consequences of Default.  

STORAGE COSTS. The Buyer shall have 21 days from the Seller's email announcement that their Equipment is ready to be picked up from our warehouses. If the Buyer does not retrieve the Equipment belonging to this contract within that period, the Seller may demand payment of $500 for each additional period of 21 days that their Equipment remains in the Seller's warehouse awaiting retrieval by the Buyer. The accumulated storage amount shall be paid in full by the Buyer before proceeding to retrieve the Equipment.  

SEVERABILITY. If any provision of this Agreement is determined to be invalid, in whole or in part, it shall not affect the enforceability of any other provision of the Agreement, which shall remain in full force and unaffected by such invalidity.  

ASSIGNMENT. The Buyer shall not assign this Agreement without the prior written consent of the Seller, such consent not to be unreasonably withheld or delayed.  

WAIVER. The failure of the Seller to enforce the provisions of this Agreement shall not be construed as a waiver of such provisions, nor shall it in any way affect the ability of the Seller to enforce each such provision thereafter.  

LIMITATION OF LIABILITY. In no event shall the Seller be liable for any special, consequential, incidental, or punitive damages, including, among others, loss of profits or revenue, loss of use of products or any associated equipment, damage to associated equipment, cost of capital, cost of substitute products, facilities, services, or replacement energy, cost of downtime, or claims by the Buyer or Buyer's customer for such damages, EVEN IF THE SELLER IS ADVISED OF THE POSSIBILITY OF THE AFOREMENTIONED DAMAGES. In no event shall the Seller's liability to the Buyer for any loss or damage arising out of or resulting from this Agreement, or its performance or non-performance, or the Equipment or services provided hereunder, exceed the Purchase Price of the specific Equipment giving rise to the claim. If the Seller provided the Buyer with advice or other assistance related to the Equipment supplied hereunder or any other system or equipment under this Agreement, the provision of such advice or assistance shall not subject the Seller to any liability, whether contractual, warranty, tort (including negligence and strict liability), or otherwise. The parties agree that any claim, demand, or arbitration proceeding arising from the Agreement must be commenced no later than twelve (12) months (or the shortest time limit allowed by law) after whichever occurs first between (i) delivery of the Equipment to the Buyer substantially conforming to the Agreement; or (ii) accrual of the cause of action subject to the proceeding. Each party waives any contrary statute of limitations. The Buyer shall indemnify, defend, and hold harmless the Seller against each and every claim, liability, judgment, settlement, loss, damage, penalty, obligation, and expense, including attorney's fees, incurred by the Seller, arising from any loss, damage, or injury occurring in connection with the selection, performance, subsequent use, and/or operation of the Equipment.  

GOVERNING LAW; DISPUTE RESOLUTION; JURISDICTION.  

The Agreement shall be interpreted and governed by the laws of the State of Florida and the United States of America. The provisions of the United Nations Convention on Contracts for the International Sale of Goods and any conflict of law provisions requiring the application of another choice of law are hereby excluded. In the event of any dispute arising from or relating to the Agreement, the parties hereto shall initially use their best efforts to resolve the dispute amicably. To this end, they shall consult and negotiate with each other in good faith and attempt to reach a mutually satisfactory solution. Upon notification by either party to the other, all disputes, claims, questions, or differences with respect to the Agreement, or any other matter between the parties, shall finally be settled by binding arbitration, conducted in the English language using a sole arbitrator (without prejudice to anything in this section of the Agreement, the Seller may bring a recovery action before a competent court). Unless otherwise agreed by the Seller: (1) if the arbitration involves only parties from the United States, it shall be conducted according to the Commercial Arbitration Rules of the American Arbitration Association (AAA) in effect at the time of the arbitration request, whose rules are considered incorporated by reference into this Agreement; (2) if the arbitration involves parties not domiciled in the United States, it shall be conducted under the International Arbitration Rules of the American Arbitration Association (AAA) in effect at the time of the arbitration request, whose rules are considered incorporated by reference into this Agreement; (3) the arbitration shall take place at the Seller's principal offices; (4) the arbitrator shall be selected from a list using the selection method recommended under the applicable arbitration procedure; (5) the arbitrator's award shall include costs, reasonable attorney's fees, and interest for the substantially prevailing party, but in no event shall either party be awarded punitive or exemplary damages; and (6) the arbitrator's award shall be enforceable in any court of competent jurisdiction.