|1. PRICE. The prices shown on the Purchase Agreement are
F.O.B. National Ultrasound, Duluth, Georgia. All
transportation, license fees, custom duties and other such
charges shall be paid by Buyer. There shall be added to the
prices shown on the attached Purchase Agreement the amount
of any applicable sales, use or other taxes, however designated,
levied or based on such prices or on this agreement or the sale
or use of the Equipment, including state and local privilege or
excise taxes based upon gross revenue, and any taxes or
amounts in lieu thereof. Any personal property taxes assessable
on the Equipment after delivery to the carrier shall be borne by
the Buyer. Payment/ billing terms are paid in advance.
Prices and Terms are subject to change without notice.
In the event that any item(s) are for any reason out of
stock, discontinued, or not capable of delivery, National
Ultrasound’s liability shall be limited to the refund of any
monies customer may have paid for such items that are not
2. SECURITY INTEREST AND TITLE. Seller retains, until
Buyer performs all of its obligations hereunder, including
without limitation, payment in full of the purchase price,
including all accessories and replacements thereto and the
proceeds thereof to secure performance of all such obligations
of Buyer. Buyer agrees, upon demand by Seller, to promptly
execute any financing statement, application, or registration of
other documents necessary and to take any other action deemed
necessary or desirable by Seller in order to perfect Seller’s
security interest. Buyer agrees to keep the equipment in good
order and repair until full purchase price has been paid. Buyer
shall not attempt to transfer an Interest in the Equipment until
said purchase price has been paid in full.
3. DEFAULT. Failure of Buyer to perform its obligations
hereunder, including but not limited to payment in full of
purchase price, insolvency, bankruptcy, assignment for the
benefit of creditors or dissolution, liquidation, or losing of
business by Buyer, shall constitute a default under this
Agreement and shall afford the Seller all remedies of a secured
party under the Uniform Commercial Code of the State of
4.RISK OF LOSS. Risk of loss or damage to the Equipment shall
pass to Buyer upon delivery of the Equipment to the Buyer
(regardless of whether payment has been made). Seller will
insure to full value the Equipment shipped or declare full value
thereof to the transportation company at the time of the
shipment. Confiscation or destruction of, or damage to the
Equipment following shipment shall not in any way affect the
Debility of Buyer to pay the purchase price. Buyer shall inspect
the Equipment upon receipt and notify Seller within 24 hours
following delivery when there is evidence of shipping damage.
Buyer’s failure to notify Seller of shipping damage within 24
hours of delivery shall constitute a waiver by Buyer of any such
5. ASSIGNMENT. This Agreement may not be assigned, in
whole or in part, without the written consent of the non-
6. ATTORNEY FEES. Buyer agrees to pay Seller’s reasonable
attorney fees and other costs and expenses incurred by Seller In
connection with the enforcement of this Agreement, whether or
not suit is ultimately filed.
|7.INDEMNIFICATION. Buyer shall indemnify and hold Seller
harmless (including, without limitation, Seller’s reasonable
attorney fees and costs) from any claim arising out of or
relating to (a) damage, injury or claim arising from any fault or
neglect of Buyer, Buyers employees, agents and licensees, or
any person not party hereto, or (b) to the extent that
Equipment is manufactured according to Buyers specifications
and/or drawings, any charge that said Equipment infringes any
patent or other proprietary right.
8. ORDER CANCELLATION/RETURNED GOODS POLICY.
Buyer will be charged a minimum 15% restocking fee for all
returned goods and/or cancelled orders. Cancellations must be
in writing to National Ultrasound. Customer is responsible for
shipping costs related to cancelled orders and returned goods.
All returns MUST be issued a Return Merchandise
Authorization number. No credit will be given for items
returned to National Ultrasound without a Return Merchandise
Authorization number if customer claims the goods received
are non-conforming or defective, National Ultrasound shall
have commercially reasonable time in which to repair or
replace them with conforming goods, otherwise, National
Ultrasound’s restocking fee, shipping and other expenses
incurred by National Ultrasound as a result of this sale will be
charged to the customer
9. GOVERNING LAW. This Purchase Agreement and its
enforcement shall be governed by, and construed in
accordance with, the laws of the State of Georgia. All disputes
arising out of this Agreement shall be resolved by litigation.
The parties agree and stipulate that the proper venue for any
dispute between the parties shall be the State or Superior
Courts of Gwinnett County, Georgia, or the United States
District Court for the Northern District of Georgia.
10. ENTIRE AGREEMENT. This Agreement, (which
consists of the attached PURCHASE AGREEMENT and any
other necessary documents) constitutes the entire
understanding between the parties and supersedes all
proposals, oral or written, and all other communications
between the parties relating to the subject matter. Any
modification of this Agreement must be in writing and signed
by all parties to this Agreement. The Terms and Conditions of
this Agreement will govern Buyer’s order and any provision of
Buyer’s own purchase order, which in any manner differs
from, or is in addition to the provision (s) of the Agreement,
shall be of no force or effect. By signing this Agreement,
Buyer expressly agrees to be bound by the terms and
conditions hereof, not withstanding any terms and conditions
in Buyer’s purchase order form to the contrary. Seller’s
acceptance of Buyer’s order is expressly made conditional of
Buyer’s consent to the terms of this Agreement. Any
acknowledgement, which in a manner differs from or is in
addition to the provision(s) of this Agreement, shall be of no
force or effect.
11. VALIDITY. If any provision(s) of this Agreement shall
be held to be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provision shall
not in any way be affected or impaired thereby.
12. WARRANTY/WARRANTY INVALIDATION.
National Ultrasound’s Warranty, if any, will be immediately
VOID if any attempted or actual repairs or extraordinary
maintenance on the equipment are not performed by National
Ultrasound or by an approved repair or maintenance center
that has been authorized by National Ultrasound in writing.
The Improper or incorrect assembly of equipment or any
misuse will also VOID any warranty. National Ultrasound is
not responsible for any repair or service costs incurred by
customer, whether or not the item is under warranty, without
prior written authorization of the National Ultrasound.