All quotations, order acknowledgement, invoices and other sales documents provided by CS Medical, LLC to any customer, distributor, or end-user or other purchaser ("Customer" or "Buyer") are furnished only on the terms and conditions herein ("Terms"). By ordering and accepting delivery of products and/or services ("Products") from CS Medical, LLC, Buyer accepts these Terms and agrees that, unless modified by separate negotiated agreement as provided below, these Terms, together with the item, description, part numbers, quantity, price, payment, and shipping terms as contained in CS Medical's written quotation, order acknowledgement and/or invoice, constitute the parties' entire agreement, superseding all other additional or inconsistent terms contained in any communications or documentation, such as a purchase order. CS Medical, LLC expressly rejects any different or additional terms, preprinted or otherwise, contained or referenced in any purchase order or other documentation furnished by Buyer, whether before or after delivery of Products, even if receipt thereof is acknowledged by signature or otherwise. No modification of these Terms shall be effective unless set out in a separate negotiated agreement signed by an authorized officer of CS Medical, LLC.
OFFERS. Quotations supplied by CS Medical, LLC are offers to purchase. A valid purchase order submitted by a Buyer with the same product information and pricing, and accepted in writing by CS Medical, will be deemed an acceptance of the offer and bind the parties to the agreement. Any additional or inconsistent terms in any purchase order from those contained herein are rejected by CS Medical.
CURRENCY. All prices are in US Dollars and, unless otherwise specified by CS Medical in a separate written agreement or quotation, are subject to change without notice.
VALIDITY. Unless otherwise stated on a written quotation, all quotations expire after forty-five (45) days from the date on the quotation. All prices are valid only if Buyer's requested delivery date (including any change orders) is within six (6) months of the date on which the order is placed. Quoted prices and delivery dates are valid only for the quantities, terms and payment schedule specified.
ERRORS. Stenographic, typographic, or clerical errors on any document from CS Medical are subject to correction. CS Medical and a Buyer agree that any error in the product description, quantity or price must be corrected otherwise no agreement has been reached.
TAXES AND OTHER CHARGES. Unless otherwise stated in writing by CS Medical, prices shall be exclusive of transportation, insurance, taxes (including without limitation, any sales, use or similar tax), and other charges (such as customs, import/export fees, tariffs and duties). Such taxes and other charges, when applicable, will appear as separate charges on CS Medical's invoices. Unless Buyer provides an exemption certificate acceptable to the applicable taxing authority, Buyer will be responsible for payment of all applicable taxes.
Orders must be presented in writing or via electronic means acceptable to CS Medical. Orders are not binding upon CS Medical until CS Medical issues a written acceptance of such order. CS Medical reserves the right, at its option and without liability, to refuse any order, in whole or in part.
Where orders are placed, acknowledged, and/or invoiced by electronic transmission, the data transmitted will be deemed "in writing" and "signed;"" and any printout of electronic transmissions maintained in the ordinary course will be considered an "original".
If a purchase order is submitted to CS Medical without a quotation provided to the buyer, the purchase order is an offer, but all additional or inconsistent terms to these terms in the purchase order are hereby rejected. These terms will control in this situation.
If a purchase order is submitted to CS Medical with incorrect pricing, any correspondence or written response to buyer by CS Medical will be deemed a rejection of the pricing offered by buyer and a counteroffer for purchase with the pricing listed by CS Medical.
CHANGES. Any changes requested by Buyer must be submitted in writing and are subject to written acceptance by an authorized representative of CS Medical, LLC. In the event Buyer issues a change order to any existing order which causes a delivery delay, changes the equipment configuration or other material change, less than sixty (60) days prior to the scheduled delivery, the Buyer will be subject to a twenty percent (20%) charge based upon the list price of the affected product or an amount to cover work actually performed and related expenses, whichever is greater as determined by CS Medical, LLC. Buyer will be responsible for any costs incurred by CS Medical for changes requested by Buyer. CS Medical reserves the right to reject any proposed change by a Buyer. A rejection of a proposed change will not alter, cancel or affect the original order.
CANCELLATIONS. In the event Buyer cancels an order less than 60 days prior to the scheduled delivery date, the Buyer will be subject to a twenty percent (20%) charge based upon the list price of the affected product or an amount to cover work actually performed and related expenses, whichever is greater as determined by CS Medical, LLC. The Buyer will be subject to additional charges, as determined by CS Medical, for the cancellation of special equipment any time after an order is received by CS Medical, LLC. Buyer will be responsible for any costs incurred by CS Medical for changes requested by Buyer.
Customers may pay for products using check, credit/debit card (Visa, Mastercard and American Express), electronic fund transfer, or other approved payment method. Buyer is responsible for all charges associated with payments, such as credit card processing fees. Buyers may also order products with an approved irrevocable letter of credit from a United States of America bank. Buyer is responsible for all costs or charges incurred by CS Medical in order to process a letter of credit.
For customers without approved credit terms, all orders require payment prior to manufacturing of the product(s). If the Buyer request custom engineering services, pre-payment for these services is required before any work will be conducted.
Buyers may request credit terms from CS Medical. Buyer must provide information as requested by CS Medical for a credit determination. CS Medical reserves the right to reject any request for credit. CS Medical shall set the credit terms based upon its sole determination.
For customers with approved credit terms, CS Medical will submit an invoice for payment. No early payment credit will be given unless approved in writing at the time of purchase. Credit terms are measured from the date of the invoice. Payment must be made in full on all invoices within the time provided. Partial payments will not be considered payment for the purposes of collection efforts. In the event of default (as defined below) on any invoice, CS Medical may revoke any credit extended to a buyer and require pre-payment on all future purchases, including filters, even if the buyer eventually satisfies the payment requirement on an invoice. Payment terms will not be affected by any delay in delivery, installation or acceptance. CS Medical reserves the right to change the payment terms when CS Medical believes the Buyer's financial condition changes.
AN INTEREST CHARGE OF TWO PERCENT (2%) PER MONTH WILL BE CHARGED ON ALL INVOICES NOT PAID IN FULL WITHIN TERMS AS STATED ON AN INVOICE.
CS Medical will make every reasonable effort to meet any delivery date(s) quoted. However, CS Medical will not be liable for failure to meet a quoted delivery date for any unforeseen circumstances or due to causes beyond its control.
All products shall be packed for shipment in accordance with standard commercial practices and in accordance with any carrier's requirements. All packing will conform to requirements of carrier's tariffs.
TITLE AND RISK OF LOSS. All shipments are F.O.B. Origin. Title and risk of loss shall pass to the Buyer upon delivery to a carrier from CS Medical, LLC. Buyer is responsible for all rigging, draying, and transportation charges.
METHOD OF SHIPMENT. Normally CS Medical will ship products in accordance with Buyer's shipping instructions. In the absence of specific instructions or if Buyer's instructions are deemed unsuitable, CS Medical shall ship products by the most appropriate method as deemed by CS Medical. Buyer shall be responsible for all costs associated with requests for special shipping, expedited shipping or other unique shipping requests.
INSPECTIONS. Buyer must inspect all items upon arrival and provide written notice to CS Medical of any claim for shortage, damage, loss or other nonconformance. If Buyer fails to give within five (5) business days, all products will be deemed accepted, unless installation is required as provided below. Any claims by Buyer must be in accordance with CS Medical's warranty, if any.
Where installation is required for CS Medical's equipment, CS Medical will coordinate with Buyer regarding delivery and installation schedule and requirements. Buyer is responsible for providing a safe and suitable site with all required equipment and service ready to receive the Equipment not later than the scheduled delivery date. Buyer is responsible for all costs of installation site preparation. Installation will be performed by CS Medical's service technician Buyer is responsible for taking all necessary precautions to prevent injury to CS Medical's employees on Buyer's premises. Upon completion of installation, the technician will demonstrate that the Product performs according to published specifications. Following completion of the installation and verification of function, the service technician will offer training to the Buyer's employees or representatives. Upon completion of such demonstration, the Product shall be deemed accepted and Buyer shall execute CS Medical's documents evidencing such acceptance. Buyer shall be responsible for any extra time, travel, or expense resulting from inadequate site preparation, rescheduling installation arrangements or other delays of installation caused by Buyer or its representatives.
CS Medical reserves the right to discontinue or change the design or specifications of its Products at any time, and will use commercially reasonable efforts to notify Buyer of any discontinuation or any material change in specifications affecting form, fit or function.
Buyer may only return products to CS Medical in accordance with CS Medical's current return policy. Buyer must contact CS Medical to inquire about any return before sending any item back.
CS Medical shall provide any applicable warrant to Buyer for products purchased that carry CS Medical's limited warranty. Any limited warranty provided is the only warranty available to Buyer.
CS MEDICAL, LLC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANT OF MERCHANTABILITY AND IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
THE LIMITED WARRANTY OFFERED BY CS MEDICAL IS THE EXCLUSIVE REMEDY AVAILABLE TO BUYER IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS, TERMS OR CONDITIONS, EXPRESS OR IMPLIED. CS MEDICAL, LLC, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AND REPRESENTATIVES SHALL NOT BE LIABLE TO BUYER AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
Buyer acknowledges that CS Medical's Products are based upon and embody various confidential and/or proprietary technology, patents, trademarks, copyrights, processes, methods, information, and trade secrets of CS Medical or its suppliers ("Proprietary Information"). Buyer shall neither acquire nor claim any right, title, or interest in CS Medical's proprietary Information and shall use the same solely as required for its authorized use of the Products supplied hereunder. Buyer may not directly or indirectly (1) copy, adapt, develop, disassemble, reverse engineer, recast, compile, decompile, translate, or create derivative works from any Proprietary Information, or permit any other person to do so, or (2) remove, alter, or obscure any copyright, trademark, patent, logo, or other information from items provided by CS Medical.
This agreement shall not be assigned by Buyer to a third party without the express written agreement by CS Medical, LLC. Any attempt to assign or transfer any rights, duties or obligations under this agreement shall be null and void.
Except where expressly prohibited by statutory or constitutional restrictions, these Terms, all transactions to which they apply, and any disputes arising out of Products sold hereunder shall be governed by and construed in accordance with the laws of the State of North Carolina, USA, excluding its conflict of law provisions. If the sale is made outside of the U.S.A., the UN Convention on Contracts for The International Sale of Goods, the Uniform Law on the Formation of Contracts for the International Sale of Goods, and any applicable international law is inapplicable.
No U.S. Government Procurement Regulations required to be included hereunder shall be binding on either party unless specifically agreed to in writing prior to incorporation herein.
Products may not be exported from the U.S.A. without meeting the U.S.A. Export control regulations. It is the Buyer's responsibility, not CS Medical's, to obtain any licensing, unless otherwise agreed upon, if the Buyer exports a product without informing CS Medical of this intent at the time of purchase.
It is the sole responsibility of the Buyer for compliance and interpretation of any local, state, or federal laws applicable to the intended purchase, installation and use of all equipment purchased. Buyer is responsible for obtaining any and all required licenses and permits for any purchased products.