Terms and Conditions

IMEDICAL STANDARD TERMS AND CONDITIONS

Purchase Order Acceptance.

Acceptance of Purchaser’s order (PO) is expressly conditioned upon Purchaser’s assent to the terms and conditions set forth herein. iMedical Equipment & Service (“iMedical”) written order acknowledgment, together with the terms and conditions set forth herein, constitutes the final expression of the agreement between the purchaser and iMedical and supersedes all prior oral and written statements regarding the order.

 

Payment Terms.

Upon receipt from date of invoice unless other arrangements were prior made with iMedical in the form of an agreement or contract. Past due invoices will be billed for interest at a rate of 2.5% per month outstanding. iMedical accepts certain credit card payments, which are subject to a 3% convenience fee. All prices and product availability subject to change without notice. iMedical reserves the right to offer other payment terms to Purchaser at iMedical’s sole discretion. Unless otherwise specifically stated in writing on Purchase Order by iMedical, Purchaser agrees to make payment within 30 days of product’s ship date (NET30). Amounts due and owing to iMedical after the payment due date will bear interest at the rate of 2.5%, compounded monthly, until paid in full.  iMedical shall have the right, among other remedies, either to terminate this agreement or to suspend further performance under this and other agreements with Purchaser in the event that Purchaser fails to make any payment when due, which other agreements iMedical and Purchaser hereby amend accordingly. Should Purchaser’s financial responsibility or performance become unsatisfactory to iMedical, cash payments or other security satisfactory to iMedical may be required by iMedical for future deliveries and for the Products and services previously delivered and provided.

 

Price.

Prices given are in US Dollars unless otherwise stated on the quote or order. Prices may not always include mandated or other applicable fees. Any unpaid orders held for 90 days will be forfeited to IMedical Equipment & Service and all property of said order will be forfeited. Due to changes in the cost of material, all prices are subject to change without notice, prior to confirmation of the order. If Purchase Order omits price, Purchaser agrees to pay iMedcial’s standard pricing. iMedical’s standard pricing shall be no more than 25% higher than the previous purchase for same product – or if no previous purchase history with Purchaser for same product, no more than 25% higher than that of the same product for a similarly situated Purchaser. Unless otherwise specified, the price does not include charges for packing, hauling, storage and transportation to point of delivery.

 

Taxes.

Any and all local, state, federal, or government taxes are the responsibility of the buyer (purchaser).

 

Shipping and Receiving.
iMedical ships via its preferred carrier unless otherwise notified on the purchase order. In order for freight to ship via the Purchaser’s preferred carrier, the Purchaser must arrange all pickups, and complete all Bill of Ladings. (iMedical takes no responsibility if carrier no shows on pick-ups arranged by the Purchaser). Any shipping fees will be billed to the Purchaser unless otherwise stated in the quote or purchase order. Damages identified upon equipment arrival must be communicated to iMedical personnel within 3 days of the date of arrival to the Purchaser. If not reported, any damage fees will be billed to the Purchaser, no exception. iMedical does not clean or decontaminate equipment. If arrived as such, equipment will be returned to the original sender and denied service until properly cleaned or decontaminated. Upon the arrival of the product, if improper packaging is identified which resulted in damages; the Purchaser will be notified and is held liable for any costs if not reported upon order placement with iMedical personnel. The shipment date provided by iMedical is only an estimated shipment date and is not a representation or guarantee of a particular date of shipment or delivery. iMedical will attempt to ship the Products for delivery on or about the times stated, although time shall not be of the essence as to delivery. Purchaser shall pay freight charges on all shipments by iMedical’s regular method of shipment, i.e., via rail, freight forwarders, or motor carrier to any one destination in the United States or abroad, iMedical reserving the right to control the routing. When any other than iMedical regular method of shipment is used, terms shall be F.O.B. iMedical’s premises. Special handling charges by carrier shall be paid by Purchaser. If Purchaser delivered the Products to iMedical for service, Purchaser retains the risk of loss while the Products are in iMedical’s possession. Unless otherwise agreed in writing by iMedical, delivery of any Products sold by iMedical shall be F.O.B. iMedical’s place of shipment. iMedical may, at its option, ship the Products in lots from time to time or all at one time. In the absence of written instructions from Purchaser, iMedical shall have absolute discretion as to the shipper and routing of shipments. The cost of shipping and insurance for the Products shall be the responsibility of and paid for by Purchaser. No loss or damage to the Products shall impair any obligation of Purchaser hereunder and all such obligations shall continue in full force and effect until discharged. Purchaser shall have the responsibility for and expense of preparing and filing claims against carriers for loss or damage to Products in transit.

Special Orders. If any Product shall be manufactured and/or sold by iMedical to meet Purchaser’s particular specifications or requirements and is not part of iMedical’s standard line offered to the trade generally, Purchaser shall defend, protect, and save harmless iMedical against all suits at law or in equity and from all damages, claims, and demands for actual or alleged infringement of any United States or foreign patent and shall defend any suit or actions which may be brought against iMedical for any alleged infringement because of the manufacture and/or sale of such Product.

 

Claims and Nonconformity.
All merchandise is packed to comply with standard shipping practices and requirements. All packaging has been tested to freight and industry standards. When applicable iMedical will take further steps to safeguard against damages that can occur in shipping which includes but is not limited to using specialized foam packaging material, using air-filled cushions, creating specific molds, and packaging material for products. iMedical is not responsible for damage to goods that occurs in transit. It is the Purchaser’s responsibility to examine goods upon receipt and to file any claim necessary with the carrier. Any claim against iMedical for defects, errors, shortages, or invoice errors must be made by the Purchaser in writing to iMedical within 10 days after delivery. Failure by the Purchaser to file any claims with iMedical within 10 days constitutes acceptance of the goods and invoice and a waiver of any defects, errors, or shortages. Upon receipt of the written claim by the Purchaser, iMedical will investigate the cause and occurrence of shipping damages. If found that fault lies with the manner in which material was packaged then iMedical will notify the Purchaser and will offer a replacement, repair, or issue a refund of item(s) at its discretion, but under no circumstances shall iMedical be liable for consequential or other damages, losses, or expenses in connection with or by reason of the use of or inability to use Product purchased for any purpose.

 

Order Acceptance.
An order is accepted and acknowledged in writing by iMedical when the following conditions are met: (1) Purchaser’s credit is approved; (2) iMedical has received complete job information; (3) Deposit is received by iMedical, if required.

 

Order Confirmation.
iMedical confirms all purchase orders with a confirmation. If a confirmation is not received within 48 hours, it should be assumed the purchase order was not received by iMedical and Purchaser should resend in duplicate. iMedical will not expedite or be held liable for orders not received due to IT or Fax issues or any other reasons beyond iMedical’s control.

 

Ordering Procedure.
To avoid error and/or duplication, iMedical recommends all orders in writing. Purchase orders may be entered electronically via the link provided to the Purchaser, mailed, faxed, or e-mailed to an iMedical representative or directly to the company. All orders for purchases will be built exactly to the specifications of the quote and/or sales order. It is the Purchaser’s responsibility to ensure the quote/order contains all details necessary to complete the order to the required expectations. Additional costs may be incurred for options that were not included in the quote but are later realized as necessary by the Purchaser. Service items sent to iMedical do not require advance purchase. A Purchase Order (PO) or credit card payment in advance is recommended in order to expedite the process. Payment will be required before any orders are shipped to the Purchaser. If the Purchaser fails to render payment within six months of order receipt the order will be canceled, and any equipment will become iMedical’s possession unless other arrangements are made and approved in writing by iMedical management.

 

In Home Delivery.

Some products offered for sale are eligible for in-home delivery. iMedical’s trained technicians or a delivery partner will schedule your delivery with you in advance. At the scheduled delivery appointment, iMedical’s team or a delivery partner will deliver Purchaser’s product inside home, unpack all accessories, assemble it in Purchaser’s room of choice, and remove all excess packaging materials.

• • Delivery Procedures. The following procedures must be completed by Purchaser to ensure a smooth delivery:
    • Complete In-Home Purchaser Inquiry List and return to an iMedical representative at least three (3) weeks prior to delivery.
    • Allow for at least three hours before and after the scheduled delivery time for unforeseen circumstances that would cause the delivery to occur earlier or later than scheduled. Allow more time for remote areas or area/times of day that are subject to heavy traffic.
    • Designate a friend or family member to serve as a “back-up” to accept and inspect the delivery on your behalf; make sure they understand what to do when the order arrives.
    • Clear all pathways to the room in which you would like the items to be delivered, and measure all doors and pathways to ensure your order fits into your home.
    • iMedical requires that Purchaser completely inspect the product thoroughly prior to departure. Inspect the top, bottom, left, right, front, back, interior, exterior, and all parts, including, but not limited to rails, electronic components, and other mechanisms. Purchaser is required, as well, to inspect the assembly provided by our delivery partner, if a delivery partner is utilized.
    • Take pictures of items that arrive with damage or manufacturer defect, as digital images are often required by the remanufacturer.
    • If iMedical confirms a delivery date, and Purchaser misses that confirmed date, Purchaser agrees to pay the additional shipping fees for a second delivery, which will vary per order.
    • Always measure the space you plan on placing your hospital bed to make sure it will fit prior to placing an order.

    • • If an item does not fit in Purchaser’s home and must be returned, Purchaser will be charged a 20% restocking fee as well as round trip actual shipping fees incurred by iMedical. If multiple delivery attempts are made, the Purchaser will be responsible for all delivery costs after the initial attempt. If we are unable to reach Purchaser to set up  delivery for a period of 30 calendar days or more, iMedical reserves the right to treat the order as a return. Purchaser will be refunded using the address and payment information last supplied to us.

In Home Damages: iMedical makes every feasible effort to ensure that Purchaser’s order arrives in perfect condition the first time. However, despite taking extreme precautions protecting Purchaser’s delivered product, damages may occur on rare occasions. Purchaser agrees to allow iMedical, the remanufacturer, and/or our shipping agent the opportunity to remedy the damage or defected issue. Said resolution will be at no cost to the Purchaser. Purchaser agrees to accept the remedy selected by iMedical, the manufacturer or the shipping agent. Our goal always is to make our customers happy. However, if a Purchaser prefers to cancel the order rather than allowing iMedical to remedy the issue(s), the order will be considered a cancellation, and as such, subject to iMedical’s cancellation policy.

In the unique event that a damage occurs, below outlines the required protocols:

• • iMedical inspects each of the items prior to delivering to Purchaser, to ensure that all products are in perfect condition.

• • At time of delivery, review your entire order. Inspect the top, bottom, left, right, front, back, interior, exterior, and all moving parts. Purchaser is required, as well, to inspect the assembly provided by iMedical technicians or delivery partners.

• • iMedical technicians or delivery partner will assemble your product, and any improper assembly must be addressed at the time of the delivery. As a Purchaser accepting delivery, it is Purchaser’s responsibility to ensure that the order is assembled properly and Purchaser agrees that Purchaser is responsible for issues that arise from improper assembly. iMedical does not warrant or guarantee assembly and is not responsible for damage to goods, personal property, or persons due to improper assembly.

• • All damage or improper assembly must be reported at the time of delivery and notated on the Bill of Lading, or iMedical will not be responsible for remedy, restoration, or replacement. If a product is found to have damage, and damage is noted on the delivery receipt; iMedical will send the necessary parts and correct the problem at iMedical’s expense. Remedies may include, but not limited to, repair by a professional technician, part replacements, both repair and part replacements, or a full unit replacement.

 

Cancellation and Return Policy.

Cancellation of custom orders may result in a non-refundable charge up the full cost for the order. No return of goods will be accepted without written consent, Return Material Authorization (RMA) number, and shipping instructions from iMedical. This applies to returns of non-defective and defective merchandise. Returns of non-defective goods must be done within 30 days and, if approved, will be subject to a 25% restocking charge. The Purchaser is responsible for reviewing quotes given by iMedical to check for any errors and/or omissions. Orders will be filled exactly per quote given by iMedical, any missing software options, hardware options, or any other options and custom additions are the responsibility of the Purchaser to verify before issuing of Purchase Order (PO) to iMedical. Returns must be in new/original resalable condition in original packaging. Replacement parts cannot be returned unless deemed defective at the sole discretion of iMedical. Returns for defective goods are regulated by iMedical warranty policy and must follow iMedical procedure. In the event that iMedical issues an RMA and offers a credit (minus the restocking fee), your credit will be valid for a period of up to one year. Under no circumstances will iMedical refund money in the form of payment to a Purchaser. After one year any credits will be written off iMedical books and cannot be reinstated for any reason. Any items returned to iMedical for warranty must be initiated with iMedical customer service or sales representatives as a warranty order. Warranty information will be documented within the order and the Purchaser will be notified of any findings. If the Purchaser does not notify iMedical of a warranty return before the item is sent, then the warranty may be deemed invalid.

 

iMedical’s Right of Possession.

iMedical shall have the right, in addition to all others it may possess, at any time, for credit reasons or because of Purchaser’s default or defaults, to withhold shipments, in whole or in part, and to recall goods in transit, retake same, and repossess all Products which may be stored with iMedical for Purchaser’s account, without the necessity of taking any other proceedings, and Purchaser consents that all Products so recalled, retaken, or repossessed shall become iMedical’s absolute property, provided that Purchaser is given full credit therefor. The foregoing shall not be construed as limiting, in any manner, any of the rights or remedies available to iMedical because of any default of Purchaser under the Uniform Commercial Code as in force and effect in the State of Indiana on the date the agreement is made.

 

International Purchasers.
All new international orders must be prepaid via bank wire-transfer and international orders will not be readied for shipment until such payment is received, by iMedical accounting department. Terms may be structured after the initial order. Any terms must be agreed upon in writing by iMedical accounting department.

 

Warranty for Serviced Equipment.
iMedical offers a standard 90 day warranty period, which begins from the date of original shipment to the date product is received to iMedical for service. The standard warranty covers repairs related to the original services conducted. If any warranty term other than 90 days is offered by iMedical, it must be outlined in the service order or other iMedical generated documentation. Warranty policy covers only products used under specified conditions as outlined by the manufacturer of the product. If warranty stickers appear to be tampered with or removed upon arrival, the warranty will be void. Repair and refurbishment services conducted by iMedical are determined based on tests performed per OEM specifications or tests outlined in iMedical quality management policies and according to best practices as established by iMedical or OEM. For the duration of the warranty period, iMedical will cover the part(s) which are serviced in the original repair of the product. Any part(s) not addressed, refurbished, or replaced during the original repair process as outlined by service reports or other iMedical documentation will not be covered under warranty unless otherwise documented in writing by iMedical. Repair or replacement, as stated above, shall constitute the Purchaser’s exclusive warranty, which does not extend to any type of transportation, installation, labor, or any other charges; nor does it apply to any equipment of another manufacturer used in conjunction with the iMedical product.

The warranties described herein are in lieu of any other warranty, expressed or implied, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose. iMedical liability under this guarantee shall be limited to repair or replacement and the Purchaser agrees that no other remedy (including, but not limited to, incidental or consequential damages for lost profits, lost sales, injury to person or property, or any other incidental or consequential loss) shall be available to the Purchaser. Out Of Box (OOB) failures must be brought to iMedical staff’s attention within seven business days of arrival to the Purchaser or Customer. An out of box failure is defined as any item that does not function properly upon arrival from iMedical.

 

Warranty for Purchased Equipment.
iMedical offers a standard 90 day warranty period from the date of original shipment. If any warranty term other than 90 days is offered by iMedical, it must be outlined in the quote or sales order, or other iMedical generated documentation. Warranty policy covers only products used under specified conditions as outlined by the manufacturer of the product. If warranty stickers appear to be tampered with or removed upon arrival of any warranty claim the warranty will be void. Equipment preparation and testing conducted by iMedical are determined based on tests performed per OEM specifications or tests outlined in iMedical quality management policies and according to best practices as established by iMedical or OEM. For the duration of the warranty period, iMedical will cover any failures identified within the 90 day warranty period which are not caused by improper use of the equipment or physical damage or abuse. Any part(s) not addressed, refurbished, or replaced during the warranty repair process as outlined by service reports or other iMedical documentation will not be covered under warranty unless otherwise documented in writing by iMedical. Repair or replacement, as stated above, shall constitute the Purchaser’s exclusive warranty, which does not extend to any type of transportation, installation, labor, or any other charges; nor does it apply to any equipment of another manufacturer used in conjunction with the iMedical product.

The warranties described herein are in lieu of any other warranty, expressed or implied, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose. iMedical liability under this guarantee shall be limited to repair or replacement and the Purchaser agrees that no other remedy (including, but not limited to, incidental or consequential damages for lost profits, lost sales, injury to person or property, or any other incidental or consequential loss) shall be available to the Purchaser. Out Of Box (OOB) failures must be brought to iMedical staff’s attention within seven business days of arrival to the Purchaser or Customer. An out of box failure is defined as any item that does not function properly upon arrival from iMedical.

 

Warranty for Parts Purchased.
iMedical sells new, refurbished, and aftermarket parts. iMedical offers a standard 90 day warranty period from the date of original shipment for parts purchased. Warranties or returns are valid only if deemed by iMedical personnel as an incorrectly shipped part and/or functionality issues not caused by improper use, mishandling, or improper installation. The evaluation will be conducted by iMedical upon RMA return. If any warranty term other than 90 days is offered by iMedical, it must be outlined in the quote or sales order or other iMedical generated documentation. Warranty policy covers only products used under specified conditions as outlined by the product’s manufacturer. Repair and refurbishment services conducted by iMedical are determined based on tests performed per OEM specifications or tests outlined in iMedical quality management policies and according to best practices as established by iMedical or OEM. For the duration of the warranty period, iMedical will warranty the item if the above specifications are met. Repair or replacement, as stated above, shall constitute the Purchaser’s exclusive warranty, which does not extend to any type of transportation, installation, labor, or any other charges; nor does it apply to any equipment of another manufacturer used in conjunction with the iMedical product.

The warranties described herein are in lieu of any other warranty, expressed or implied, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose. iMedical liability under this guarantee shall be limited to repair or replacement and the Purchaser agrees that no other remedy (including, but not limited to, incidental or consequential damages for lost profits, lost sales, injury to person or property, or any other incidental or consequential loss) shall be available to the Purchaser. Out Of Box (OOB) failures must be brought to iMedical staff’s attention within seven business days of arrival to the Purchaser or Customer. An out of box failure is defined as any item that does not function properly upon arrival from iMedical.

 

Disclaimer of Other Warranties:

THE FOREGOING WARRANTIES IN SECTIONS 10 AND 11 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF SERVICES PERFORMED IN A WORKMANLIKE MANNER, OR THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH ARE HEREBY DISCLAIMED BY IMEDICAL AND EXCLUDED FROM THIS CONTRACT. THIS DISCLAIMER OF WARRANTY SHALL NOT LIMIT PURCHASER’S RECOURSE AGAINST THE MANUFACTURER OF THE PRODUCTS UNDER ANY WARRANTY, IF ANY, EXTENDED BY SUCH MANUFACTURER. ANY WARRANTY OF ANY MANUFACTURER SHALL NOT BE DEEMED TO BE THE WARRANTY OF IMEDICAL.

Limitation of Remedies.

The remedies contained herein are Purchaser’s only remedies concerning the Products or occurrences related thereto. In no case shall iMedical be liable for any special, incidental or consequential damages of any kind which may arise in connection with the use of or inability to use the Products and whether such damage is based on a theory of breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal theory. Damages not recoverable include, but are not limited to, loss of profits, loss of savings or revenue, loss of use of the Products, cost of capital, cost of any substitute Products, facilities or service, downtime, the claims of third parties, including customers, and injury to property or persons.

Entire Agreement.

The iMedical quotation and these Terms & Conditions incorporated herein contain and constitute the complete agreement between all Parties respecting the Services to be provided and/or the Products and supersede all other agreements, written or verbal, between the parties related to the Products, and may not be modified, rescinded or canceled, or any right of iMedical thereunder waived, except in a writing signed by an officer of iMedical.

Patents.

Purchaser shall hold iMedical harmless from, and release and not make claim or suit against iMedical because of, any suits, claims, losses, or other liability made against, or suffered by, Purchaser arising from any claim of, or infringement of, patent, copyright, trademark, or other proprietary right, at common law, or claim of unfair trade or of unfair competition, resulting from, or occasioned by, Purchaser’s use, possession, sale, or delivery of the Products sold to Purchaser by iMedical.

Force Majeure.

iMedical shall have no liability for any non-performance or delay in performance of its obligations caused by force majeure, failure of transportation, or failure of iMedical’s suppliers to deliver supplies or raw materials.

No Liability of Third Persons.

Purchaser agrees to hold harmless and indemnify iMedical for any claim or action by any employee of Purchaser or iMedical and any other third person arising out of or alleged to arise out of the delivery or use of the Products and/or performance of Services at Purchaser’s place of business.

Statute of Limitations.

Any arbitration for breach of warranty, breach of contract, tort, or other permitted action or remedy must be commenced within twelve (12) months following delivery of the Products to Purchaser or it shall be forever barred.

Purchaser Default & Attorney Fees.

If Purchaser should default in the payment of any sums due and owing to iMedical or any other obligation to iMedical hereunder, and iMedical engages counsel in respect thereof, Purchaser agrees to pay, in addition to the balance and /or damages then due and owing, reasonable attorney fees and all costs of collection whether or not suit is filed.

Waiver of Jury Trial.

ALL PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY CONSTITUTIONAL RIGHT TO HAVE ANY DISPUTE BETWEEN THEM DECIDED BY A COURT OF LAW AND/OR BY A JURY IN COURT.

 

Governing Law

These Terms and Conditions and the terms of any sale or agreement between iMedical and Purchaser shall be governed by and construed in accordance with the laws of the State of Indiana and the Purchaser hereby agrees to submit to the personal jurisdiction of federal and state courts located in the State of Indiana.

Waiver-Indemnification.

Purchaser hereby (i) waives, releases and discharges any and all claims (except for claims for breach of the iMedical Quotation and all Standard Terms and Conditions herein) of any and every kind (including, but not limited to, injury to or death of any person or damage to property), which it may have at any time against iMedical, its agents or employees, by reason of or arising out of any condition or defect in the Products, including, but not limited to, any claimed improper design, specifications or manufacturing defect of the Products, or devices; and (ii) covenants to indemnify and hold harmless iMedcial, its agents, employees, distributors or the manufacturer of, from and against any and all loss, damage, expense, claims, suits, costs of defense, including attorney fees or liability which iMedical or any of its employees, agents, distributors or the manufacturer may sustain or incur at any time for or by reason of any injury to or death of any person or persons or damage to any property, arising out of: (1) any condition or defect of the Products or any improper use by Purchaser’s employees or any use by unauthorized users; or (2) any claimed inadequate or insufficient safeguards or safety devices or warnings.

Reservation of Rights.

No failure of iMedical to insist upon or compel compliance by Purchaser with any of the terms, provisions or conditions hereof shall be construed as a waiver by iMedical of its rights to insist upon compliance therewith in the future.

Severability.

The Terms and Conditions set forth in the iMedical quotations and invoices, and these Standard Terms & Conditions set forth herein, are severable and the invalidity of any one provision or term shall not affect the enforceability of the remaining provisions or terms.

Merger; Negation of Course of Dealing, Trade Usage.

This instrument is intended by the Parties to be a final, exclusive, complete, and fully integrated expression of their agreement and its terms. NO COURSE OF PRIOR DEALINGS BETWEEN THE PARTIES AND NO USAGE OF THE TRADE SHALL BE RELEVANT TO SUPPLEMENT OR EXPLAIN ANY TERM USED HEREIN.

 

Equipment Disclaimers

 

INSTRUCTIONAL INFORMATION –
Some equipment may include instructions to assist with frequently asked questions based on customer feedback. Instructions are strictly for reference and should not be construed as true or accurate statements or statements made by the manufacturer.

BATTERIES – If new batteries are offered to the Purchaser or Customer, and outlined in the quote, they will be provided. If new batteries aren’t offered, then iMedical will make best efforts to include refurbished batteries for testing purposes only.

TESTING OF EQUIPMENT – All equipment received from iMedical whether purchased or repaired shall be tested by the Purchaser or Customer and verified in good working condition per OEM or hospital specifications. iMedical will, under no circumstance load or update drug libraries for infusion products. Gas measurement products (airway, anesthetic, or other) are required to acclimate to the Purchaser or Customer’s environment for a period of twenty-four hours or more. The chance of false readings or calibration issues are increased during this time period.

 

Quality Expectations.

iMedical uses these quality expectations for all of our parts, services, and sales. All equipment and parts will pass functionality testing. Visual expectations for aftermarket parts will be “like new” condition. Aftermarket parts will be free of marks, scuffs, cracks, deformities, scratches, blemishes, and other anomalies not part of the design of the product. Refurbished items will carry different expectations than aftermarket. Refurbished parts and items will pass functionality testing and are warrantied to work as designed. Refurbished parts and items may be antiquated and therefore difficult to obtain, many items are “end of life” and/or unsupported by the manufacturer. iMedical will make the best attempts to provide products that are without defects, but this is not always possible. If items fail to meet Purchaser or Customer’s expectations but meet the criteria outlined here within, they will be subject to iMedical warranty return policy.

 

Definitions

 

Refurbished – Previously used items that have been repaired and brought to OEM specifications for functionality by iMedical.
Unsupported – Products that iMedical or OEM do not offer services or parts. Unsupported products may be offered a replacement item or will be returned to the Purchaser.

OEM – Abbreviation for ‘Original Equipment Manufacturer’.

End of Life – Products that the OEM discontinues and exits. End of Life can refer to services and/or goods. End of Life products are announced by the OEM and iMedical makes no claims or warrants towards the OEM’s End of Life designation.

Aftermarket – New items and parts used as replacements for OEM products. Also known as OEM compatible.

Evaluation – Any service product may be brought to iMedical under an evaluation. There will be no flat rate given on an item coming in for evaluation. iMedical will evaluate the issue(s) with the product and will quote a price for repair, exchange, or replacement. If Purchaser or Customer does not accept the evaluation, then products may be returned to Purchaser or Customer. Certain evaluations may require fees if unit is not repaired, exchanged, or replaced by iMedical.

Exchange or Core Exchange– iMedical may offer an exchange on equipment rather than repairing. Exchanges are most often offered when original equipment is beyond repair or repair cost exceeds cost of replacement of whole unit. Advanced exchanges may also be offered to the Purchaser or Customer in order to expedite a repair where a compatible unit will be shipped to the Purchaser or Customer and their unit sent into IMedical as a trade. The Purchaser’s asset will become the property of iMedical. There may be costs incurred by the Purchaser on exchanges which will be determined by iMedical. If items sent to iMedical do not meet quality criteria for inventory replacement, then costs may be higher than originally quoted.

Turn Around Time – Represents the amount of time that IMedical will possess the product. Shipping times and Purchaser waiting periods will not be included in turn times. Turn times are estimates, unless otherwise specified, based on current volumes going through IMedical.

Core Returns – Any purchased items which require a core return product back to iMedical must be returned within thirty days. Any core not returned in thirty days will be subject to charges up to the full price of the item purchases and will be billed to the Purchaser.

 

IMEDICAL STANDARD PURCHASE ORDER TERMS AND CONDITIONS

All purchase orders (“PO Agreement”) issued by iMedical Healthcare Solutions (“Buyer”) are made expressly subject to these additional terms and conditions.

This PO Agreement is between the Buyer and the seller listed on the front of the PO Agreement (“Seller”). The PO Agreement constitutes Buyer’s offer to Seller to supply named products (“Purchased Products”) or services (“Purchased Services”), and is a binding contract on the terms and conditions set forth herein when it is accepted by Seller or on commencement of performance hereunder.  No condition stated by Seller in accepting or acknowledging this PO Agreement shall be binding upon Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless accepted by Buyer’s written approval. Any additional or different terms proposed by Seller are objected to and rejected unless expressly assented to in writing by Buyer.  In the event there are conflicting terms and conditions between the PO Agreement and an additional valid agreement fully executed by both parties (the “Other Agreement”), the Other Agreement will prevail through the term of the Other Agreement.

No revisions to the PO Agreement shall be valid unless in writing and signed by an authorized representative of the Buyer.

1. ACCEPTANCE

By shipping the Purchased Products or performing the Purchased Services specified in the PO Agreement, Seller accepts the PO Agreement and agrees to be bound by the terms and conditions provided herein.

2. TIMELY PERFORMANCE

Seller acknowledges and agrees that time is of the essence in the delivery of the goods or completion of the services within the time frame mutually agreed upon by Buyer and Seller, is vital to the interest of Buyer, and that failure to complete the services within such timeframe constitutes a breach of this PO Agreement.

3. CHANGES

Company reserves the right at any time prior to shipment to make a change as to: (1) specifications; (2) method of delivery; (3) place of delivery, (4) schedule of delivery and the (5) quantities of delivery.

4. CANCELLATION

Buyer reserves the right to cancel this PO Agreement, or any portion of thereof, without liability, if; (a) as time is of the essence in this PO agreement, delivery is not made when and as specified; (b) Seller fails to meet contract commitments as to exact time, price, quality or quantity; (c) Seller ceases to conduct its operation in the normal course of business; (d) Seller is unable to meet its obligations as they mature; (e) proceedings are instituted against Seller under the bankruptcy laws or any other laws relating to the relief of creditors; (f) a receiver is appointed or applied for by Seller; or (g) any assignment is made by Seller for the benefit of creditors.  Buyer also reserves the right to cancel for any other reason permitted by the Uniform Commercial Code then in effect in the State of Indiana.  In the event of a cancellation, Buyer shall have no further obligations to Seller except to pay for deliverables that were provided to Buyer prior to such termination and were accepted by Buyer. Upon termination, Seller shall provide any transition assistance that may be reasonably requested by Buyer.

5. DELIVERY

Seller shall deliver the goods or services to Buyer by appropriate conveyance no later than by the dates specified in the PO Agreement.

6. INSPECTION AND REJECTION

All goods are subject to final inspection and acceptance by Buyer at destination notwithstanding any payment.   Such inspection will be made within a reasonable time after receipt of goods.

Buyer shall notify Seller if any goods delivered hereunder are rejected, and at Buyer’s election and Seller’s risk and expense, such goods shall be held by Buyer or returned to Seller. No replacement or correction of nonconforming goods shall be made by Seller unless agreed to in writing by Buyer.

7. INVOICING

Invoices shall be mailed immediately after shipment of goods or rendering of service is complete to the address shown on the face of the PO Agreement and including an “attention to” line indicating the Seller’s primary business contact at Buyer. Delays in receiving invoices, errors, or omissions on invoices or lack of supporting documentation required by the terms of this PO Agreement will be cause for postponing the start of the payment terms until the correct information is received. Buyer will not be responsible for charges on invoices received more than 120 days after the rendering of service is complete or shipment of the goods unless indicated otherwise in a written agreement between Buyer and Seller.

8. PAYMENT

In consideration of the performance of the completion of the obligations by Seller and acceptance by Buyer under the PO Agreement, Buyer will pay the applicable invoice amount. Payment terms are net 30 days from receipt of invoice unless indicated otherwise in a written agreement between Buyer and Seller.

9. DISPUTED CHARGES

Where any item or items on an invoice are disputed Buyer may withhold payment for the item or items so disputed until such time as the dispute is resolved.

10. SELLER’S REPRESENTATIONS AND WARRANTIES

Seller represents and warrants that: (a) Seller owns all rights, title and interest in the products and services and has legal authority to sell, license or otherwise transfer the right to use or sell such items to the company; (b) the product and service covered under the Purchase Order are of good and merchantable quality and free from defects in design, material and workmanship, are safe and conform to applicable specifications, drawings, samples, descriptions and associated documentation provided to the company in writing; (C) the product and services, and the production and sale thereof, and all warranties, guarantees, representations by Seller made or authorized to be made in connection therewith are in all respects in compliance with all applicable international, federal, state, local laws, rules and regulations.; (d) the goods are fit for the use intended; (e ) no Purchased Product and/or Purchased Service, or their sale or use will infringe any patents, trademarks, copyrights, trade secrets or similar intellectual property rights of any third party; (f) Seller will comply with all federal, state and locals laws, ordinances, rules and regulations applicable to its performance under this Purchase Order. (g) Seller has not changed any compositions, formulations, or other constituents of the Purchased Products without written approval from Buyer.

11. COMPLIANCE WITH LAWS

Seller represents and warrants that no law, regulation or ordnance of the United States, or any state or governmental authority or agency has been violated in the manufacture, procurement, transporting or sale of any of the deliverables or services furnished, work performed or service rendered pursuant to this PO Agreement.

12. INDEMNIFICATION

Seller shall assume entire responsibility for and shall defend, indemnify and hold Buyer, and its directors, officers, employees and agents (collectively, the “Indemnitees”) harmless against all losses, liabilities, claims, costs and expenses arising directly or indirectly out of or in connection with the performance related to this PO Agreement arising from, but not limited to:  Injury to any person in the employment of the Seller or any Seller subcontractors; Loss of or damage to the property of Seller, any subcontractor and any of their respective personnel whatsoever and howsoever arising, or by reason of any actual or alleged infringement of any United States patent, copyright or trade secret arising out of the services, products and/or deliverables supplied to Buyer by Seller. The provisions of this paragraph “Indemnification” shall survive the termination of the PO Agreement for whatever reason.

13. CONFIDENTIALITY

Seller acknowledges that it is, may be or will be privy to Confidential Information.  Seller agrees it will use the Confidential Information only in the furtherance of its work under the PO Agreement and shall not transfer or otherwise disclose the Confidential Information to any third party except with written authorization from an officer of Buyer.

14. INSURANCE

Whenever Seller shall, by virtue hereof, have in its possession property of Buyer, Seller shall be deemed as insurer thereof and shall be responsible for its safe return to Buyer.

If Seller is to perform any services for Buyer on any premises owned or controlled by Buyer or elsewhere, Seller agrees to: (1) keep such premises and work free and clear of all mechanic’s liens, and furnish to Buyer proper affidavits and/or waivers certifying thereto; (2) perform such services at Seller’s sole risk prior to its written acceptance by Buyer, and replace at Seller’s sole expense all property damaged or destroyed by any cause whatsoever; (3) carry workmen’s compensation insurance covering all employees to be used by Seller or Seller’s subcontractors in connection with such services and public liability insurance covering Seller’s liability hereunder; and (4) prior to commencing the performance of any services hereunder, furnish to Buyer certificates of its insurance carrier showing that such workmen’s compensation and liability and property damage insurance is in force.

All shipments shall be insured for full value of goods therein. This insurance shall include the full value of any materials furnished by Buyer whether or not these materials have been altered by Seller. Seller accepts full responsibility for financial reimbursement to Buyer for all materials, lost or damaged and not insured.

15. PUBLICITY

Seller shall not make or publish any notice, advertisement, press release, or other communication with respect to the PO Agreement, its contents, or the goods or services without Buyer’s prior written consent. Seller shall not use Buyer’s name or logo in any of its advertising, client list, or sales promotional material without Buyer’s prior written consent.

16. EQUAL OPPORTUNITY

Seller will provide Services to Buyer. without discrimination on account of race, sex, color, religion, national origin, age, physical or mental disability, or veteran’s status.

17. DISPUTE RESOLUTION

All disputes arising under this Agreement shall be settled in a federal or state court of competent jurisdiction located in Dearborn County, Indiana.  All parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within Lake County, Indiana, with respect to any legal action or proceeding arising out of or relating to this PO Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts.  The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action or proceeding brought in such court or any defense of inconvenient forum for the maintenance of such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law.  Each of the parties hereto hereby consents to be served by any party to this PO Agreement in any suit, action, or proceeding delivered personally or by the mailing of a copy thereof postage prepaid by United States registered or certified mail, return receipt requested, or by any nationally recognized overnight carrier service (i.e., Fed Ex or UPS) with delivery confirmation, to the parties at the addresses set forth in Section xx of this Agreement.

18. ASSIGNMENT

No assignment of any rights, including rights to money due or to become due hereunder, or delegation of any duties under this order shall be binding upon Buyer until its written consent has been obtained.

19. HEADINGS

The headings contained in this PO Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this PO Agreement.

20. FORCE MAJEURE

Both parties shall be relieved from any and all liability under or in connection with this PO Agreement to the extent that such liability arises from any failure to perform any of its obligations under or in connection with this PO Agreement has been caused or contributed to by a force majeure event or circumstance including acts of God, war, hostilities (whether war be declared or not), civil disturbance, government action, strikes, lock-outs, or labor disputes, computer virus, or any other event or circumstance or cause whatsoever beyond the reasonable control of the party.

21. SEVERABILITY AND INDIVIDUAL PROVISIONS

If any term, condition, or provision of this PO Agreement is for any reason declared or found to be illegal, invalid, ineffective, inoperable, or otherwise unenforceable, it shall be severed and deemed to be deleted from this PO Agreement and the validity and enforceability of the remainder of this PO Agreement shall not be affected or impaired thereby the remaining terms shall remain in full force and effect.

22. WAIVER OF FAILURE TO ENFORCE A PROVISION

Failure by either party at any time to enforce any provision of this PO Agreement against the other shall not be construed as a waiver of such entitlement and shall not affect the validity of this PO Agreement or any part or parts hereof or the right of the relevant party to enforce any provision in accordance with its terms. The rights and/or remedies of either party may only be waived by formal written waiver which is signed by a duly authorized representative of the party waiving its rights and which makes express and unequivocal reference to the waiver being made.

23. APPLICABLE LAW

This PO Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to conflicts-of-law principles.