TERMS AND CONDITIONS OF SALE
1. TERMS AND CONDITIONS OF CONTRACT
This contract for the sale of goods by Jaco Medical Equipment, herein referred to as JME, shall be only upon the terms stated herein. Any additional or different terms proposed by the customer (whether in any purchase order, acknowledgment or other document now or hereafter submitted by the customer) are hereby rejected and will be of no effect upon JME unless expressly agreed to in writing by an authorized representative of JME.
2. ENTIRE AGREEMENT
This contract constitutes the entire and only agreement between JMe and the customer concerning the subject matter covered herein. No modification of this contract shall be binding on JME unless agreed to in writing by an authorized representative of JME.
Prices do not include applicable sales, excise, use or other taxes, duties or fees now in effect or hereafter levied which JME may be required to collect in connection with the sale of goods to the customer, whether or not expressly set forth herein or in any quotation with respect to the goods: all such taxes, duties and fees shall be the account of the customer and will be added to the final invoice.
4. DEPOSIT. LIQUIDATED DAMAGES
A cash deposit of the total purchase price set forth on the face of this contract shall be paid to JME by the customer with the order. If the customer wishes to cancel the order, written notice must be given to JME prior to its shipment. Once substancial shipment of the entire order has been made, the full purchase price will be due and payable in accordance with paragraph 5 hereof, and the order cannot be canceled.
Each invoice for goods shipped shall be paid net upon delivery, unless otherwise specified herein. JME reserves the right to change the terms of payment or to require payment prior to delivery, if in JME’s opinion, the customer’s financial conditions so warrant. Overdue payments shall be charged interest at the rate of 18% per annum or the maximum permitted by law. If JME retains a collection agency or attorney to collect overdue payments, all collection costs, including attorney’s fees, shall be payable by the customer. Furthermore, the customer’s failure to pay JME for goods sold hereunder shall entitle JME without prior notice to the customer, to withhold service on such goods in accordance with paragraph 10 hereof.
6. SECURITY INTEREST
The customer hereby grants to JME a purchase money security interest in and to the right to possession of the goods upon the Customer’s default in payment therefore until all payments hereunder have been made in full. Customer agrees to execute any document requested by JME to perfect such security interest. If the customer fails to pay any amount when due hereunder, JME may, without limitation, and without prior notice to the customer, peaceably, enter any premises in which goods may be found and render inoperable or remove the same. Neither the foregoing nor any provision of paragraph 5 shall constitute an election of remedies on the part of JME.
Unless otherwise specified goods shall be delivered to the customer FOB, San Diego. Title to and risk of loss of any goods shall pass to the customer on delivery. All shipping costs shall be for the account of and paid by the Customer unless otherwise specified herein. JME shall have the right to make shipments and/or deliveries in separate lots and each such shipment or delivery shall constitute a distinct and separate contract. All claims for loss or damage to products shipped to customer, while in the possession of the carrier is the responsibility of the purchaser.
The customer shall promptly inspect the goods upon receipt and either accepts or reject them. The customer will be deemed to have accepted the goods if the customers fails to give written notice of rejection within 5 days of receipt of goods. a 20% charge will be assesed on all return goods, unless return of goods is due to defect or error of our part.
Seller warrants and represents that it has good title to the aforementioned equipment free and clear of all liens and encumbrances of whatever kind and description, and that there exists no lien or property interest or in such Equipment other than the Seller’s interest therein and that clear title will be tendered to buyer. Upon paymnet of the full purchase price, title shall pass to the buyer, and the seller shall give to the buyer a Bill of Sale convenanting title free and clear of all liens, claims and encumbrances.
10. WARRANTY LIMITATIONS
JMC Warrants that the goods, at the time of delivery to the customer, shall be free from defects in material and workmanship. EXCEPT AS EXPRESSLY STATED HEREIN JME MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND TRADE, OR SAMPLES PREVIOUSLY SUPPLIED, JME warranties and obligation and liability under this warranty are limited solely, at JME’s option to
(1) repair or replacement of defective goods, or
(2) repayment of reduction in a reasonable portion of the defective goods purchase price. JME shall not be liable to the customer for any special, indirect, incidental or consequential damages resulting from breach of warranty or any other provision of this contract, or for any litigation of the customer to any third party. JME’s warranties and obligations hereunder shall terminate without notice to the Customer if the goods are subject to misuse or alteration or are repaired by other than a JME authorized service representative.
No assignment of rights or delegation of duties under this contract shall be binding upon JME without its written consent executed by an authorized representative of JME.