Ziehm Imaging
Terms and Conditions
1. GENERAL
The quotation to which these terms and conditions of sale are attached (the “Quotation”) is made by Ziehm Imaging, Inc. (ZIEHM), Orlando, Florida, to the purchaser listed on the face of the Quotation (the “Purchaser”) with respect to the GOODS described therein (the “GOODS”). In the event that ZIEHM and the Purchaser enter into a contract pursuant to the Quotation, the following terms and conditions shall apply. There are no terms and conditions of sale pursuant to the Quotation, which are not specified herein.
Any order of the Purchaser pursuant to the Quotation shall not result in a Contract until it is accepted in writing by a duly authorized representative of ZIEHM. If the Purchaser places an order with ZIEHM pursuant to the Quotation, whether in writing or orally, then the Quotation, the Purchaser’s order, and ZIEHM’S acceptance or confirmation shall constitute the entire Contract between the Purchaser and ZIEHM, with respect to the GOODS subjected to the Quotation, provided, however, that (a) no term or condition of the Purchaser’s order which is different from or in addition to the terms and conditions set forth herein shall be binding on ZIEHM, unless and only to the extent that such difference or additional term or condition is expressly accepted by a division manager or corporate officer of ZIEHM in its written acceptance or confirmation, (b) neither the acceptance of any deposit made with an order, nor the cashing of any check or other instrument representing such deposit, nor the holding of any such deposit by ZIEHM shall be deemed an acceptance or confirmation, which are not set forth herein, shall be conclusively presumed from (i) the Purchaser’s failure to object in writing within 30 days after receipt of such acceptance or confirmation or (ii) the Purchaser’s acceptance of all or any of the GOODS or an part thereof.
In the event an obligation is undertaken by two or more persons pursuant to any Contract, such persons agree to be jointly and severally liable hereunder for the full performance of such obligation. The Contract and the rights and obligations of the parties hereunder shall be governed in all respects by the laws of the State of Florida.
2. PRICES
Purchaser’s order shall be accepted by ZIEHM, subject to final credit approval. All quoted prices are cash prices EX.W. ZIEHM loading dock, unless specified otherwise, and includes domestic packaging. Transportation shall be by usual means and at the Purchaser’s expense. Such charges for transportation shall be in addition to the prices quoted herein and shall be included at the time of invoice. In the event that the delivery date is scheduled or postponed at the request of the Purchaser, to be more than six (6) months after the date of ZIEHM’S acceptance, ZIEHM may, at its option, adjust the price to that which is in effect at the time of shipment. Notice of any such change in price will be given to Purchaser before shipment. Prices are subject to correction for error.
3. WARRANTY
GOODS sold by ZIEHM are subject to the Official USA Warranty for Ziehm Mobile C-arms (Ziehm Form 0525), which warrants to the original Purchaser only, that the GOODS conform to the manufacturer’s published specifications and are free from defects in material or workmanship. By placing an order with ZIEHM, Purchaser acknowledges acceptance of the Warranty terms and conditions described in Ziehm’s Official USA Warranty and that said document constitutes the only warranty made with respect to the GOODS covered thereby. No modification of ZIEHM’s Official USA Warranty shall occur without express, written consent by an authorized ZIEHM corporate officer.
4. TAXES
Prices do not include local, state and federal taxes. Consequently, in addition to the prices specified herein, the amount of any present or future sales, use or similar tax applicable to the sale of the GOODS herein or to the use of such GOODS by the Purchaser shall be paid by the Purchaser or in lieu thereof the Purchaser shall provide ZIEHM with a tax exemption certificate acceptable to the taxing authorities.
5. SHIPMENT
Unless otherwise specified in writing signed by a duly authorized representative of ZIEHM shall refer to such delivery. Except for obligations stated under “Warranty”, ZIEHM’S responsibility ceases upon delivery to the carrier at the stated shipping point, and risk of loss, damage, injury or destruction to any of the GOODS shall pass to the Purchaser upon such delivery to the carrier. In the event of loss, or damage, destruction after such delivery to the carrier, the Purchaser must make his claim against the carrier, not against ZIEHM. In no event shall any loss, damage, or destruction cause in any manner to release the Purchaser from the obligation to make payments required herein. Unless agreed to otherwise in writing ZIEHM reserves the right to make partial shipments and to submit invoices for partial shipments.
6. CLAIMS AND RETURNED GOODS
No GOODS shall be returned to ZIEHM without ZIEHM’S permission in writing. Such returns shall be made, if at all, only under the terms and conditions specified in writing by ZIEHM. All returns are subject to a handling charge. Even after authorization for return of GOODS for credit, ZIEHM reserves the right to adjust its offer in accordance with the condition.
7. CHANGES AND CANCELLATION
Orders accepted by ZIEHM are not subject to changes or cancellation by the Purchaser except with ZIEHM’S written consent, which will specify applicable cancellation charges. ZIEHM shall have the right to change the construction and/or design of the GOODS if, in the judgment of ZIEHM such change does not alter the general function of the GOODS.
8. DELIVERY AND/OR INSTALLATION DATES
(a) Delivery and / or installation schedules are approximate and are based on conditions at the time of acceptance. ZIEHM will make every effort to complete shipment and / or installation as indicated but assumes no responsibility of liability for loss or damage, direct or consequential, by reason of delay or inability to ship or install. In the event of delay or inability to ship or install caused by Acts of God, fires, floods, war, embargoes, labor disputes, acts of sabotage, riots, accidents, delays of carriers, subcontractors or suppliers, voluntary or mandatory compliance with any governmental act, regulations or request, shortage of labor, materials of manufacturing facilities, or any other cause or causes beyond ZIEHM’S reasonable control. ZIEHM may extend delivery and / or installation schedules or may, at its option, cancel the order in full or in part without liability other than to return any deposit or prepayment which is unearned by reason of the cancellation.
9. INSTALLATION – ADDITIONAL CHARGES
(a) If ZIEHM specifies it will install the equipment, the following applies: ZIEHM shall install the equipment covered by a Contract and connect same to the requisite safety switches and power lines to be installed by Purchaser. If such installation of equipment and connection are performed by ZIEHM’S Engineers, prices shown include the cost thereof provided that the installation and connection can be performed during normal business hours, as ZIEHM in its sole discretion shall determine. Any overtime charges or other special expenses as determined by ZIEHM will be additional charges to the prices shown to be paid by the Purchaser and acceptance by the Purchaser to pay such charges will be considered to be automatically part of the existing Contract. If a trade union, or unions prevent ZIEHM from performing the above work, the Purchaser shall make all required arrangements with the trade union, or unions, involved, to permit ZIEHM completion of said work. Moreover, any additional cost related to such labor disputes shall be paid by the Purchaser and ZIEHM’S obligations under such circumstances will be limited to providing engineering supervision of installation and connection of purchased equipment to existing wiring. If, for any reason, assembly of installation must be performed by other than ZIEHM’S own service personnel, additional charge will be made for the cost of such outside labor which the Purchaser agrees to pay.
(b) Purchaser shall at its own expense, provide all proper and necessary labor and materials, e.g. for plumbing service, carpentry work, conduit wiring and other electrical service required for such installation and connection. All such labor and materials shall be completed and available at time of delivery of the equipment by ZIEHM. Additionally, Purchaser shall provide free access to premises of installation and, if necessary, safe space thereon for storage of equipment prior to installation by ZIEHM. If any special work of any type must be performed or if required in order to comply with requirements of any governmental authority, including procurement of special certificates, the same shall be performed and / or procured by Purchaser at Purchaser’s expense.
(c) In the event that ZIEHM is required to supervise the installation it remains the Purchaser’s responsibility to comply with local regulations.
10. TITLE
Except as otherwise agreed to in writing, title to the GOODS or any part thereof shall pass from ZIEHM to the purchaser as soon as the equipment is delivered to the specified carrier at ZIEHM’s loading dock. If any credit condition is specified in writing, the GOODS shall be and remain personal and moveable property, notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments therein, Purchaser agrees that ZIEHM may retain all payments which have been made on account of the purchase price up to 30% of the purchase price, as liquidated damages and ZIEHM shall be entitled to the immediate possession of the GOODS and shall be free to enter the premises where the GOODS may be located and remove such GOODS as ZIEHM’S property, without prejudice to ZIEHM’S right to recover any further expenses or damages ZIEHM may suffer by reason of such non-payment.
11. LIMITATION OF LIABILITY
ZIEHM, and its affiliates and representatives, shall not be liable for and shall be held harmless by the Purchaser for any damages, consequential, direct or indirect, whether resulting from ZIEHM’S negligence or otherwise, arising out of, in connection with, or resulting from the GOODS, including but not limited to, the manufacture, repair, handling, installation, possession, use, operation or dismantling of the GOODS and any and all claims, actions, suits and proceedings, which may be instituted in respect to the foregoing.
12. ASSIGNMENT
The Purchaser may not assign the Contract or any interest therein without the written consent of ZIEHM.
13. PATENTS
If Purchaser receives a claim that any GOODS or part thereof, infringe upon the rights of others under patents, trademarks or otherwise, Purchaser shall notify ZIEHM immediately in writing.
If some or all of the GOODS sold hereunder are made by ZIEHM pursuant to drawings or specifications furnished by the Purchaser, it is expressly agreed that if such GOODS infringe or contribute to the infringement of or are alleged to infringe or contribute to the infringement of any rights of third parties under patents, trademarks or otherwise, the Purchaser shall assume all responsibility with respect to such infringement or alleged infringement and shall indemnify and hold ZIEHM harmless against all suits, actions, judgments, decrees, damages, costs and expenses (including reasonable attorney’s fees) incurred by ZIEHM on account of such infringement or alleged infringement.
Any product or part not manufactured by ZIEHM and which constitutes or has been incorporated in the GOODS, are furnished subject only the manufacturer’s patent warranties, if any, and without warranties express or implied by ZIEHM.
14. TERMS OF PAYMENT
ZIEHM will require a down payment at the time the order is accepted. ZIEHM requires full payment upon shipment, unless otherwise agreed in writing, and if the installation is delayed for any reason for which ZIEHM is not responsible, the equipment shall be deemed installed upon delivery if no other terms were agreed upon.
15. HEADINGS
The headings of sections hereof are for purposes of reference only and shall not limit or otherwise affect any of the terms or provisions here.
The quotation to which these terms and conditions of sale are attached (the “Quotation”) is made by Ziehm Imaging, Inc. (ZIEHM), Orlando, Florida, to the purchaser listed on the face of the Quotation (the “Purchaser”) with respect to the GOODS described therein (the “GOODS”). In the event that ZIEHM and the Purchaser enter into a contract pursuant to the Quotation, the following terms and conditions shall apply. There are no terms and conditions of sale pursuant to the Quotation, which are not specified herein.
Any order of the Purchaser pursuant to the Quotation shall not result in a Contract until it is accepted in writing by a duly authorized representative of ZIEHM. If the Purchaser places an order with ZIEHM pursuant to the Quotation, whether in writing or orally, then the Quotation, the Purchaser’s order, and ZIEHM’S acceptance or confirmation shall constitute the entire Contract between the Purchaser and ZIEHM, with respect to the GOODS subjected to the Quotation, provided, however, that (a) no term or condition of the Purchaser’s order which is different from or in addition to the terms and conditions set forth herein shall be binding on ZIEHM, unless and only to the extent that such difference or additional term or condition is expressly accepted by a division manager or corporate officer of ZIEHM in its written acceptance or confirmation, (b) neither the acceptance of any deposit made with an order, nor the cashing of any check or other instrument representing such deposit, nor the holding of any such deposit by ZIEHM shall be deemed an acceptance or confirmation, which are not set forth herein, shall be conclusively presumed from (i) the Purchaser’s failure to object in writing within 30 days after receipt of such acceptance or confirmation or (ii) the Purchaser’s acceptance of all or any of the GOODS or an part thereof.
In the event an obligation is undertaken by two or more persons pursuant to any Contract, such persons agree to be jointly and severally liable hereunder for the full performance of such obligation. The Contract and the rights and obligations of the parties hereunder shall be governed in all respects by the laws of the State of Florida.
2. PRICES
Purchaser’s order shall be accepted by ZIEHM, subject to final credit approval. All quoted prices are cash prices EX.W. ZIEHM loading dock, unless specified otherwise, and includes domestic packaging. Transportation shall be by usual means and at the Purchaser’s expense. Such charges for transportation shall be in addition to the prices quoted herein and shall be included at the time of invoice. In the event that the delivery date is scheduled or postponed at the request of the Purchaser, to be more than six (6) months after the date of ZIEHM’S acceptance, ZIEHM may, at its option, adjust the price to that which is in effect at the time of shipment. Notice of any such change in price will be given to Purchaser before shipment. Prices are subject to correction for error.
3. WARRANTY
GOODS sold by ZIEHM are subject to the Official USA Warranty for Ziehm Mobile C-arms (Ziehm Form 0525), which warrants to the original Purchaser only, that the GOODS conform to the manufacturer’s published specifications and are free from defects in material or workmanship. By placing an order with ZIEHM, Purchaser acknowledges acceptance of the Warranty terms and conditions described in Ziehm’s Official USA Warranty and that said document constitutes the only warranty made with respect to the GOODS covered thereby. No modification of ZIEHM’s Official USA Warranty shall occur without express, written consent by an authorized ZIEHM corporate officer.
4. TAXES
Prices do not include local, state and federal taxes. Consequently, in addition to the prices specified herein, the amount of any present or future sales, use or similar tax applicable to the sale of the GOODS herein or to the use of such GOODS by the Purchaser shall be paid by the Purchaser or in lieu thereof the Purchaser shall provide ZIEHM with a tax exemption certificate acceptable to the taxing authorities.
5. SHIPMENT
Unless otherwise specified in writing signed by a duly authorized representative of ZIEHM shall refer to such delivery. Except for obligations stated under “Warranty”, ZIEHM’S responsibility ceases upon delivery to the carrier at the stated shipping point, and risk of loss, damage, injury or destruction to any of the GOODS shall pass to the Purchaser upon such delivery to the carrier. In the event of loss, or damage, destruction after such delivery to the carrier, the Purchaser must make his claim against the carrier, not against ZIEHM. In no event shall any loss, damage, or destruction cause in any manner to release the Purchaser from the obligation to make payments required herein. Unless agreed to otherwise in writing ZIEHM reserves the right to make partial shipments and to submit invoices for partial shipments.
6. CLAIMS AND RETURNED GOODS
No GOODS shall be returned to ZIEHM without ZIEHM’S permission in writing. Such returns shall be made, if at all, only under the terms and conditions specified in writing by ZIEHM. All returns are subject to a handling charge. Even after authorization for return of GOODS for credit, ZIEHM reserves the right to adjust its offer in accordance with the condition.
7. CHANGES AND CANCELLATION
Orders accepted by ZIEHM are not subject to changes or cancellation by the Purchaser except with ZIEHM’S written consent, which will specify applicable cancellation charges. ZIEHM shall have the right to change the construction and/or design of the GOODS if, in the judgment of ZIEHM such change does not alter the general function of the GOODS.
8. DELIVERY AND/OR INSTALLATION DATES
(a) Delivery and / or installation schedules are approximate and are based on conditions at the time of acceptance. ZIEHM will make every effort to complete shipment and / or installation as indicated but assumes no responsibility of liability for loss or damage, direct or consequential, by reason of delay or inability to ship or install. In the event of delay or inability to ship or install caused by Acts of God, fires, floods, war, embargoes, labor disputes, acts of sabotage, riots, accidents, delays of carriers, subcontractors or suppliers, voluntary or mandatory compliance with any governmental act, regulations or request, shortage of labor, materials of manufacturing facilities, or any other cause or causes beyond ZIEHM’S reasonable control. ZIEHM may extend delivery and / or installation schedules or may, at its option, cancel the order in full or in part without liability other than to return any deposit or prepayment which is unearned by reason of the cancellation.
9. INSTALLATION – ADDITIONAL CHARGES
(a) If ZIEHM specifies it will install the equipment, the following applies: ZIEHM shall install the equipment covered by a Contract and connect same to the requisite safety switches and power lines to be installed by Purchaser. If such installation of equipment and connection are performed by ZIEHM’S Engineers, prices shown include the cost thereof provided that the installation and connection can be performed during normal business hours, as ZIEHM in its sole discretion shall determine. Any overtime charges or other special expenses as determined by ZIEHM will be additional charges to the prices shown to be paid by the Purchaser and acceptance by the Purchaser to pay such charges will be considered to be automatically part of the existing Contract. If a trade union, or unions prevent ZIEHM from performing the above work, the Purchaser shall make all required arrangements with the trade union, or unions, involved, to permit ZIEHM completion of said work. Moreover, any additional cost related to such labor disputes shall be paid by the Purchaser and ZIEHM’S obligations under such circumstances will be limited to providing engineering supervision of installation and connection of purchased equipment to existing wiring. If, for any reason, assembly of installation must be performed by other than ZIEHM’S own service personnel, additional charge will be made for the cost of such outside labor which the Purchaser agrees to pay.
(b) Purchaser shall at its own expense, provide all proper and necessary labor and materials, e.g. for plumbing service, carpentry work, conduit wiring and other electrical service required for such installation and connection. All such labor and materials shall be completed and available at time of delivery of the equipment by ZIEHM. Additionally, Purchaser shall provide free access to premises of installation and, if necessary, safe space thereon for storage of equipment prior to installation by ZIEHM. If any special work of any type must be performed or if required in order to comply with requirements of any governmental authority, including procurement of special certificates, the same shall be performed and / or procured by Purchaser at Purchaser’s expense.
(c) In the event that ZIEHM is required to supervise the installation it remains the Purchaser’s responsibility to comply with local regulations.
10. TITLE
Except as otherwise agreed to in writing, title to the GOODS or any part thereof shall pass from ZIEHM to the purchaser as soon as the equipment is delivered to the specified carrier at ZIEHM’s loading dock. If any credit condition is specified in writing, the GOODS shall be and remain personal and moveable property, notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments therein, Purchaser agrees that ZIEHM may retain all payments which have been made on account of the purchase price up to 30% of the purchase price, as liquidated damages and ZIEHM shall be entitled to the immediate possession of the GOODS and shall be free to enter the premises where the GOODS may be located and remove such GOODS as ZIEHM’S property, without prejudice to ZIEHM’S right to recover any further expenses or damages ZIEHM may suffer by reason of such non-payment.
11. LIMITATION OF LIABILITY
ZIEHM, and its affiliates and representatives, shall not be liable for and shall be held harmless by the Purchaser for any damages, consequential, direct or indirect, whether resulting from ZIEHM’S negligence or otherwise, arising out of, in connection with, or resulting from the GOODS, including but not limited to, the manufacture, repair, handling, installation, possession, use, operation or dismantling of the GOODS and any and all claims, actions, suits and proceedings, which may be instituted in respect to the foregoing.
12. ASSIGNMENT
The Purchaser may not assign the Contract or any interest therein without the written consent of ZIEHM.
13. PATENTS
If Purchaser receives a claim that any GOODS or part thereof, infringe upon the rights of others under patents, trademarks or otherwise, Purchaser shall notify ZIEHM immediately in writing.
If some or all of the GOODS sold hereunder are made by ZIEHM pursuant to drawings or specifications furnished by the Purchaser, it is expressly agreed that if such GOODS infringe or contribute to the infringement of or are alleged to infringe or contribute to the infringement of any rights of third parties under patents, trademarks or otherwise, the Purchaser shall assume all responsibility with respect to such infringement or alleged infringement and shall indemnify and hold ZIEHM harmless against all suits, actions, judgments, decrees, damages, costs and expenses (including reasonable attorney’s fees) incurred by ZIEHM on account of such infringement or alleged infringement.
Any product or part not manufactured by ZIEHM and which constitutes or has been incorporated in the GOODS, are furnished subject only the manufacturer’s patent warranties, if any, and without warranties express or implied by ZIEHM.
14. TERMS OF PAYMENT
ZIEHM will require a down payment at the time the order is accepted. ZIEHM requires full payment upon shipment, unless otherwise agreed in writing, and if the installation is delayed for any reason for which ZIEHM is not responsible, the equipment shall be deemed installed upon delivery if no other terms were agreed upon.
15. HEADINGS
The headings of sections hereof are for purposes of reference only and shall not limit or otherwise affect any of the terms or provisions here.
