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General Terms and Conditions
General Payment Terms. Purchaser shall pay 100% payment to Knute
Medical LLC upon execution of this Purchase Order by cash, or
certified check, wire, or credit card prior to Knute Medical LLC
shipping the System to the Purchaser. Deposits or purchases are not refundable,
unless otherwise indicated. Any amount not paid prior to delivery
shall be subject to a late charge at the rate of two percent (2%) per
month computed from the date of delivery. Purchaser shall also pay all
costs of collection, including, without limitation, attorneys’ fees.
Delivery and installation of any Product or system (collectively, the
“System”) may be withheld by Knute Medical LLC until full payment is
received.
Additional Costs, Payment Arrangements and Rights of Ownership.
Purchaser shall pay all charges on delivery for transportation,
insurance and delivery from manufacturer to the location listed on the
face hereof, and all excise, sales, occupation or use taxes, or any
and all similar taxes applicable to the System, its sale or use.
Title and risk of loss shall pass to the Purchaser when the System is
shipped by Knute Medical LLC. Purchaser grants to Knute Medical LLC a
purchase money security interest in the System until all payments
hereunder are made and Knute Medical LLC is authorized to file
appropriate UCC-1 financing statements.
Purchaser Default. Any failure or refusal by Purchaser to pay any
amount when due or to perform any act required to be performed by
Purchaser, including the charge back, cancellation, or stop payment
order of any check or credit card used for a deposit or purchase
amount, shall be deemed a default and shall subject Purchaser to the
default provisions of this Agreement. Upon any such default, Seller
shall have all the rights of a secured party under Illinois state law,
including, but not limited to, peaceable repossession or replevin and
sale. In the event of any default, Knute Medical LLC shall be
entitled to retain any deposit or down payment or, an amount equal to
One Hundred Percent (100%) of the purchase price, whichever is
greater, as liquidated damages. The parties acknowledge that damages
in the event of default are difficult or impossible to measure because
of the length of time of the manufacturing process, fluctuations in
international markets and the lack of a stable market in medical
industry.
Credit Card Payments: The purchaser agrees that the terms of this
contract will supersede all credit card terms & conditions of the
credit card company should the card holder decide to dispute any
payments. Purchaser also agrees that the credit card used on this
agreement may be used for any future purchases.
Governmental Approvals. Purchaser represents that any government
approvals required to be obtained for the purchase of the System
and/or its subsequent installation and use have been obtained by
Purchaser; or, if this purchase is contingent upon obtaining such
approval, that Purchaser is in the process of obtaining such approval
and will notify Knute Medical LLC in writing when such approval is
obtained.
Installation: Knute Medical LLC shall use reasonable efforts to
complete the installation of the System on or before the agreed upon
delivery date but shall not be liable in any way for delays regardless
of the cause. Knute Medical LLC may modify the System installation,
design or components as needed providing the general function and
operating specs of the System are not altered. Purchaser is
responsible for preparing the premises and making any alterations
necessary to accommodate the installation of the System. Any such
preparation or alteration work that is done by Knute Medical LLC will
be paid for by Purchaser to in addition to the purchase price of the
System. Knute Medical LLC may assemble, install, test and render the
system operable at the Purchaser’s location.
Education Package. Any education or training package included in this
transaction shall, unless otherwise agreed to in writing, be limited
to the amount of employees agreed to by both parties.
Product Warranty – Term. The only warranties given in connection with
this transaction are those of the manufacturer. Knute Medical LLC
makes no warranties except as expressly set forth herein. The
manufacturer or its distributor warrants only to Purchaser that for a
period of 12 months from date of delivery to Purchaser, the System
shall be free from defects in material and workmanship when used in
accordance with manufacturers or its distributors published procedures
and specifications, unless otherwise indicated. Warranties are not
transferable.
Warranty Obligation. Purchaser’s sole remedy under this warranty is
limited to the correction, without charge for labor or materials, of
defect(s) in material and workmanship reported during the warranty
period. Purchaser shall (i) notify Knute Medical LLC immediately of
any functional peculiarity and (ii) grant full access to the System to
effect such correction. Any warranty obligation shall end if the
System is subjected to (i) abuse; (ii) misuse, including but not
limited to operating the System outside of the environmental,
electrical, temperature, or humidity specifications contained in
operator’s manual; (iii) alterations; or (iv) repair by others than
UMS’s authorized representatives.
LIMITATIONS OF LIABILITY. EXCLUSION OF IMPLIED WARRANTIES. THE
WARRANTIES SET FORTH ABOVE ARE EXPRESSLY IN LIEU OF ANY OTHER
WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND OF ANY OTHER
OBLIGATIONS OR LIABILITY ON THE PART OF UMS WHETHER IN CONTRACT,
WARRANTY, NEGLIGENCE OR OTHERWISE. UMS NEITHER ASSUMES NOR HAS
AUTHORIZED ANY PERSON TO ASSUME FOR IT ANY OTHER WARRANTY OR LIABILITY
IN CONNECTION WITH THE SYSTEM.
Consequential and Other Loss or Damage. In no event shall Knute
Medical LLC be liable, by reason of any breach of contract or warranty
or of any act or omission on its part related to the System, for
consequential or special damages, economic loss or damages resulting
from loss of use of the System. Knute Medical LLC assumes no
responsibility for the fitness or adequacy of the premises in which
the System is to be installed, used or stored. Purchaser shall
indemnify and hold Knute Medical LLC harmless against any loss, damage
or claim arising out of the condition of such premises.
Risk of Loss. Buyer is responsible for arranging and paying for
insurance against property damage or loss until delivery to Buyer.
Confidentiality. No rights to any intellectual property residing in
the System, documentation, service manuals, operator’s manual,
contracts, agreements, quotes or any other data furnished hereunder
are granted, except the right to use such intellectual property as
necessary to operate the System. Purchaser will protect Knute Medical
LLC's confidential information. Purchaser shall have no right to
copy, reproduce or disclose to others in whole or in part any
intellectual property, including the terms of this Agreement, without
the prior written permission of Knute Medical LLC. Breach of this
section shall be a Purchaser default, whether the purchaser buys or
not these terms are accepted.
Governing Law: Jurisdiction and Choice of Venue. The construction
and enforcement of the provisions of this instrument shall be governed
by the laws of the State of Illinois. Any dispute relating to this
agreement, including, but not limited to its interpretation and
enforcement shall be settled by arbitration under the auspices of the
American Arbitration Association Notice of or demand for arbitration
may be served by certified mail, or any other manner permitted by law
and the determination of the arbitrator(s) shall be binding and
conclusive upon the parties and judgment thereon may be entered by any
court of competent jurisdiction.
Entire Agreement. This instrument constitutes the entire agreement
between the parties hereto concerning the System and the location
listed on the reverse hereof and any representation, affirmation of
fact, and course of prior dealings, promise or condition in connection
herewith or usage of the trade not incorporated herein shall not be
binding on either party. No waiver, alternation, or modification of
any of the provisions here shall be binding unless in writing and
signed by the Purchaser and by a specifically authorized Officer of
Knute Medical LLC No inconsistent term on any order, confirmation or
other document of Purchaser is binding on Knute Medical LLC.
Sales/Use/Property Tax. Any sales/use/property tax due, even if not
collected by Knute Medical LLC upon execution of this Agreement or the
date of delivery and installation, will be the sole responsibility of
the Purchaser unless otherwise specifically excluded on the face of
this agreement. Purchaser agrees to reimburse Knute Medical LLC for
such sales tax, which may ultimately be paid by Knute Medical LLC
together with any penalties and interest assessed by reason of such
non-payment of same.
Costs & Fees. Purchaser shall indemnify Knute Medical LLC against all
filing fees and litigation costs, including but not limited to
attorney’s fees incurred by Knute Medical LLC in connection with any
default by Purchaser or any proceeding to uphold the terms of this
Agreement. Any unusual costs resulting from the condition of the
premises or the condition or location of utilities as well as any
overtime by Knute MEdical LLC employees required by Purchaser shall be
paid by Purchaser.
Severability. The Provisions of this Agreement are intended to be
interpreted in a manner, which makes them valid, legal and
enforceable. In the event that any provision of this Agreement is
found to be partially or wholly invalid, illegal or unenforceable,
such provision shall be modified or restricted to the extent and in
the manner necessary to render it valid, legal and enforceable. It is
expressly understood and agreed by Purchaser and Knute Medical LLC
that such modification or restriction may be accomplished by mutual
accord between the parties or, alternatively, by disposition of an
arbitrator. If such provision cannot under any circumstance be so
modified or restricted, it shall be excised from this Agreement
without affecting the validity, legality, or enforceability of the
remaining provisions.
By clicking purchase, you accept all pages of the Terms &
Conditions of this sale relating to Knute Medical LLC policies.
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