November 30, 2014

Terms and Conditions

Property of Sound Imaging
SI PARTS TERMS & CONDITIONS
These “Terms & Conditions” are offered to you by Sound Imaging, Inc. 8390 Miramar Place, Ste. A, San Diego, CA 92121, U.S.A. (“SI”).

Acceptance of Terms & Conditions By purchasing parts and/or accepting the product(s) agree to be legally bound by all of the Terms & Conditions contained or referenced herein or further specified in your executed agreement. If you do NOT agree to all of these terms, you should NOT purchase any parts from Sound Imaging, Inc.

Modification of Terms These Terms & Conditions may be changed by SI from time to time, and without actual notice to you, unless you have a separate signed agreement. Any such amended Terms & Conditions shall be effective upon posting. You are advised to regularly review any applicable Terms & Conditions.

Parts Limited Warranty Policy All parts, unless stated otherwise, are shipped with a 30 day limited warranty against material defect. This limited warranty is provided in lieu of any other warranties, express or implied, including any implied warranty of fitness or use. The warranty expressly excludes any malfunctions, failures or other problems caused by or related to improper installation, use or maintenance, installation or use in an environment or at a site not in compliance with original equipment manufacturer (“OEM”) specifications, or other circumstances and conditions that failure to comply with OEM specifications. The warranty is limited to repair or replacement of the defective part, or refund of the purchase price for such part, at SI’s (SI) option. Any warranty claim must be made, by written notification to SI within 30 days of shipment of the defective part from SI to Client. Any defective part subject to a warranty claim must be received by SI within 14 days of provision of written notification of the warranty claim; otherwise, Client will be billed the replacement part price, in addition to the full price of the item not promptly returned. All Coldheads are subject to inspection. Warranty is void if contamination is found. If customer fails to pay within time frame referenced on invoice, all warranties will be considered null and void. In the rare instance any warranty claim is issued, it is the sole responsibility of the customer to pay for (1) the shipping of the replacement part from SI to the specified shipping location provided by the customer and (2) the shipping of the defective part from the original location listed on the Purchase Order (PO) to Sound Imaging, Inc. 8390 Miramar Place, Suite A, San Diego, CA 92121. Credits are non-refundable and may only be applied for future purchases.

Accessories SI will not warranty any defects on SAMM System and/or MRI Stereo Sound System unless installed by SI personnel. Installation by a third party of ANY and ALL Accessories voids the 1-year warranty offered by SI. SI services will be charged at a rate of $250.00 per engineer per hour and all parts required will be priced at 30% off Manufacturer Pricing. SI employee travel will be charged at a rate of $195.00 per engineer per hour. SI Auxiliary Time will be charged at a rate of $250.00 per engineer per day.

Exchange Policy For all exchanges, the exact part, in repairable condition, must be shipped back to SI unless otherwise agreed upon in writing prior to shipping. The exchange part must be received by SI within 14 days from the initial shipment date from SI to Client; otherwise, Client will be billed the exchange part price, in addition to the full price of the exchange item not promptly returned.
If the part Client sends to SI is not the exact part, i.e the serial number of the part SI does not exactly match the exchange/return part serial number, or is not in repairable condition, SI will refuse the part and it will be shipped back to the prior location that is listed on the shipping label. Upon Client receipt of the returned part, Client will have 5 days to ship back to SI the exact, repairable part; otherwise, Client will be charged the full price of the part not promptly returned, in addition to the price of any exchange part.
SI, at its own discretion, may decide to either issue an RMA with a fixed 20% cost of original invoice, or invoice outright pricing for parts not returned within 14 days. If Customer does not return part within 14 days, customer will be charged 10% per additional late week. If part is not returned or returned later than 45 days, full price will be billed to customer for said part.
Unless approved by SI in writing, parts cannot be restocked after 14 days.

Dead on Arrival (D.O.A.) Parts Policy If in the event Client receives a Dead on Arrival (D.O.A.) part, Client must notify SI in writing within 3 days of receipt of such part. Thereafter, the D.O.A. part must be returned to SI within 14 days of provision of such written notice to SI; otherwise, Client will be billed any replacement part price, plus the full price of the item not promptly returned.

Restock Parts Policy If a part shipped to Client by SI is unused, Client must obtain a RMA number from SI before Client may return the unused part. No part will be accepted by SI without an RMA number. Any parts being returned to SI as restock must be returned within 14 days from initial shipment date.
The following restock charges will apply: Unopened: 20% and Opened: 30%

Shipping Policy The Buyer shall be responsible for all duties, taxes, interest, and other charges due on purchased items and it is recommended that Insurance for the item be obtained from the Freight Company, or from an independent insurance provider. Any damages that occur during shipping / transportation of the item purchased or to the exchange “core” item is the responsibility of the Buyer and will be invoiced by SI accordingly. The purchased item and/or exchange “core” item is the property and responsibility of the Buyer upon leaving SI’s premises.

Hold Harmless SI is not responsible for any lost or damaged items of or pertaining to coil repairs,loaner coils, or parts repair. Customer takes full responsibility for equipment sent to SI. When sending equipment to SI, please note the serial number of all equipment prior to shipment. Warranty will be voided unless parts are installed by a factory trained OEM engineer.
Customer solely assumes all liability and shall indemnify SI and/or its Vendors, including Linde LLC, for any damages, whether direct, indirect, consequential, special, or incidental, including any costs of litigation (e.g., attorney fees, discovery costs, etc.), resulting from any occurrence arising in connection with Cryofill Services performed under the above conditions.
SI does not assume responsibility for any third party equipment being stored at SI. It is the Third Parties sole responsibility to provide maintenance to its own equipment. SI is not responsible for any theft, damage, or malfunctions to the equipment while it is stored at its facilities.

Payment Terms Buyer is responsible for payments as mutually agreed upon, or as defined in a Purchase Order. All payments must be made via credit card, company check, certified funds or wire transfers to SI, at SI’s discretion. Payment due dates are based off of the day the part leaves SI’s facility. After 30 days, or per Credit Card Application, if payment is not received, there will be a fixed 12% service charge on any amounts due to SI for any parts and/or services provided, or the maximum amount allowed by law. In the event that the unpaid balance goes to collections, Buyer will be responsible for all costs associated with collections, including but not limited to attorney fees incurred. If for any reason a check is returned for insufficient funds there will be a charge of $25.00 per returned check.

Confidentiality The Terms & Conditions of your agreement are confidential and shall not be disclosed except as necessary to the performance of this agreement or as required by law. SI’s communications with prospective purchasers are to be handled exclusively through SI unless otherwise directed by SI in writing. SI agrees to limit any discussions during inspection or in the course of due diligence to technical or logistical issues, and further expressly agrees to NOT discuss any financial issues with prospective purchasers.

Limitation of Liability The parties agree that SI shall not be liable for any losses, damages, or injuries sustained, or claimed to be sustained, as the result of the operation, non-operation, malfunction or use of the Equipment, or the provision of medical services utilizing the Equipment. Furthermore, SI shall not be liable or responsible for any loss, damages or impairment to the Equipment that may occur during the de-installation, rigging, transportation, installation or ramp up of the Equipment, unless caused by SI’s gross negligence or willful misconduct. Client agrees to inspect shipping package for shock-watchers, tilt-watches, or other sensory devices, as applicable, and notify SI immediately if package is damaged. Failure to do so will hold harmless SI for any D.O.A or other warranty claim. SI shall not be liable for any Equipment failures or malfunctions caused by Client’s failure to provide an installation facility compliant with all OEM specifications for the Equipment. In no event shall SI’s total liability in damages or otherwise exceed the total of the payments, if any, received by SI from Client for the services furnished or to be furnished pursuant to the Agreement. In no event shall SI be liable for incidental, consequential, indirect, punitive or special loss or damages of any kind, such as but not limited to lost business revenue, lost profits or costs of downtime, however caused, whether based on contract, tort (including negligence) or any other legal theory. SI assumes no responsibility whatsoever for any matters relating to Equipment calibration and use. Client hereby agrees to indemnify hold harmless and defend through counsel of SI’s choice SI and its respective officers, employees, agents, representatives, and their respective successors and assigns from and against any and all loss, liability, damages, claims, causes of action, costs, and expenses, including but not limited to property damage, bodily injury, attorney’s fees and any other types of liability, whether accrued, absolute, contingent or otherwise, arising out of or related to the ownership, use, or misuse of any of the Equipment at any time. SI specifically and expressly disclaims any express or implied warranties of fitness, merchantability, or suitability whatsoever. Limitation of Liability. SOUND IMAGING INC. IS NOT RESPONSIBLE FOR ANY FAILURES OR DELAYS IN PERFORMING UNDER THIS AGREEMENT THAT ARE DUE TO EVENTS OUTSIDE OF ITS REASONABLE CONTROL. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW, THE STATE OF CALIFORNIA, SOUND IMAGING INC. AND THEIR OFFICERS, AGENTS, AND EMPLOYEES WILL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE PERFORMANCE OR OMISSION OF ANY REPAIR SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFIT (INCLUDING LOSS OF PROFITS ON CONTRACTS); LOSS OF REPUTATION; LOSS OF OPPORTUNITY; LOSS OF USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA; OR ANY COSTS OF RECOVERING, PROGRAMMING, OR RESTORING ANY PROGRAM OR DATA STORED ON YOUR PRODUCT OR ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON YOUR PRODUCT. SOUND IMAGING INC. SPECIFICALLY DOES NOT WARRANT THAT IT WILL BE ABLE TO (1) REPAIR OR REPLACE YOUR PRODUCT WITOUT RISK TO OR LOSS OF PROGRAMS OR DATA, OR (2) MAINTAIN THE CONFIDENTIALITY OF DATA. IF ANY PRODUCT SHOULD BE DAMAGED OR LOST WHILE IN SOUND IMAGING’S CUSTODY, SOUND IMAGING’S LIABILITY WILL BE LIMITED TO THE COST OF REPAIR OR REPLACEMENT OF THE AFFECTED PRODUCT. OTHERWISE SOUND IMAGING’S LIABILITY FOR ANY AND ALL DAMAGE SHALL IN NO EVENT EXCEED THE PAYMENTS RECEIVED BY SOUND IMAGING INC. FOR SERVICES PROVIDED PURSUANT TO THESE TERMS. THE REMEDIES SET FORTH HEREIN SHALL BE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH BY SOUND IMAGING INC. UNDER THESE TERMS AND CONDITIONS.

Dispute Clause All sales transactions are governed by California law. Any disputes arising out of or related to sales of equipment shall be brought exclusively in the state or federal courts located in San Diego, California. The parties consent and submit to personal jurisdiction and venue in the state or federal courts located in San Diego, California.
If SI is required to institute legal proceedings to collect any sums due as a result of sales transaction, the prevailing party in any such proceeding shall be entitled to recover its reasonable attorney fees and costs incurred.

Severability If any term, provision, covenant, or condition of the Agreement, or the application thereof, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and not invalidated, and application of such provision(s) to persons, entities, or circumstances shall be interpreted so as best to reasonably effect the intent of the Parties.

Headings The headings of the sections of the Terms & Conditions are used for convenience purposes only and shall not constitute a part hereof or affect in any way the meaning or interpretation of the Terms & Conditions.

SI EQUIPMENT PURCHASE AGREEMENT TERMS & CONDITIONS
These “Terms & Conditions” are offered to you by Sound Imaging, Inc. 8390 Miramar Place, Ste. A, San Diego, CA 92121, U.S.A. (“SI”).

Acceptance of Terms & Conditions By purchasing Equipment you agree to be legally bound by all of the Terms & Conditions contained or referenced herein or further specified in your executed Purchase agreement. If you do NOT agree to all of these terms, you should NOT purchase any equipment from Sound Imaging, Inc.

Modification of Terms These Terms & Conditions may be changed by SI from time to time, and without actual notice to you, unless you have a separate signed agreement. Any such amended Terms & Conditions shall be effective upon posting. You are advised to regularly review any applicable Terms & Conditions.

Sale SI agrees to sell (BASED ON AVAILABILITY) and Buyer agrees to purchase from the SI the equipment listed on your Equipment Purchase Agreement in accordance with the Terms & Conditions specified herein. All Equipment is being sold as is, where is.

Equipment Availability In the event, that due to circumstances beyond the control of SI, the equipment is not available on the contracted date, then the SI cannot be held liable. In the event the actual equipment quoted is not available, SI reserves the right to void the Purchase Agreement and return any deposits. Buyer recognizes that SI has no direct control over the availability of the equipment and should the equipment not be available for whatsoever reason, the SI shall not assume any liability for such unavailability. The Equipment is being sold as is, where is.

Deposit Terms Buyer agrees to send a non- refundable deposit to SI within twenty four (24) hours of the execution of Equipment Purchase Agreement, via bank wire transfer or certified company check. Until a deposit is received, the Equipment listed in the Equipment Purchase Agreement is subject to sale. Deposit is considered non-refundable contingent upon an elective satisfactory inspection by the Buyer, and the return of the signed and dated Equipment Purchase Agreement.

Inspection Terms Buyer is strongly urged to inspect the equipment listed in the Equipment Purchase Agreement. Buyer will be given one (1) week from presentation of Equipment Purchase Agreement to arrange to inspect the equipment listed in the Equipment Purchase Agreement. Buyer may elect not to inspect the equipment prior to delivery. In the event that the Buyer elects not to inspect the Equipment mentioned in the Equipment Purchase Agreement and the Equipment Purchase Agreement is not returned, signed and dated, then the SI is released from all liabilities. In the event that the Buyers elects not to inspect the Equipment mentioned in the Equipment Purchase Agreement and the Equipment Purchase Agreement is returned, signed and dated, the Buyers’ deposit becomes non-refundable. In the event that the Buyer performs an inspection and is dissatisfied for any reason, Buyer is responsible for notifying SI within twenty-four (24) hours, beginning at 12 a.m. on the day following inspection, whereas deposit is considered fully refundable and will be returned to Buyer within forty-eight (48) hours.

Software Licensing The SI will not be held responsible for any licensing agreements/transferring of OEM software.

Warranty Customer agrees to purchase equipment “As Is.”

Confidentiality The Terms & Conditions of your agreement are confidential and shall not be disclosed except as necessary to the performance of the agreement or as required by law. SI’s communications with prospective buyers are to be handled exclusively through SI unless otherwise directed by SI in writing. SI agrees to limit any discussions during inspection or in the course of due diligence to technical or logistical issues, and further expressly agrees to NOT discuss any financial issues with prospective buyers.

Expenses Except as otherwise specifically provided herein, each party to the Agreement shall pay its own expenses (including the fees and expenses of their representatives, accountants and counsel) incidental to the preparation and carrying out of the Agreement, and the consummation of the transaction set forth herein. Buyer will also assume all liability and physical damage costs associated with the sale of the Equipment.

Waiver Failure by a party to assert its rights upon any default of the Agreement shall not be deemed a waiver of such rights, nor shall any waiver be implied from the making of any payment here under.

Dispute Clause The parties agree to submit any and all disputes arising out of or relating to the interpretation, enforcement, performance or breach of the Agreement to binding arbitration before a single arbitrator in San Diego, California with Judicate West or an alternative experienced arbitrator of Sound Imaging’s choosing. The arbitrator shall have the authority to order reasonable discovery upon application of a party for good cause shown. The arbitrator shall also have discretion to award reasonable attorney’s fees and costs to the prevailing party. Judgment may be entered upon any award in arbitration in any court of competent jurisdiction. However, if the matter may be brought to small claims, then the parties agree to bring the suit before the Superior Court of California, County of San Diego, Small Claims Court.

Governing Law The laws of the State of California shall govern the validity, performance, and all matters relating to the interpretation and effect of the Agreement and any amendment hereto.

Payment Terms Buyer is responsible for payments as defined in Equipment Purchase Agreement. All payments must be made via certified funds or wire transfers to Sound Imaging, Inc.’s Wells Fargo account; Sound Imaging, Inc. will provide details. Buyer will make remainder of payment for Equipment via wire transfer within 24 hours after inspection of equipment and/or execution of the Letter of Acceptance – whichever date occurs first. SI will make equipment available for pick up by Buyer or Buyer’s appointed agent immediately after receipt of final payment. SI may also agree to store equipment at an additional cost to Buyer if prior arrangements have been made and agreed upon between Buyer and SI in writing. Buyer will provide SI with a valid sales tax resale certificate if applicable. SI will forward clear title to Buyer no later than 30 days after receipt of full payment and applicable sales tax form, or agree to pay applicable sales tax.

Due Dates Due dates are as defined in the quotation. In the event that Buyer fails to meet payment deadlines by more than 3 days, Buyer forfeits any moneys paid along with all claim or title in Equipment. Past due accounts are subject to a service charge of 1.5% per month, or the maximum allowed by law, whichever is less. In the event that the unpaid balance goes to collections, Buyer will responsible for all collections costs, including but not limited to attorney fees. If for any reason a check is returned for insufficient funds there will be a charge of $25.00 per returned check. Should the need arise, Buyer will also be responsible for court costs, attorney’s fees and other reasonable costs associated with the liquidation of merchandise. All certified funds payments are payable to Sound Imaging Incorporated care of Sunny Tabrizi at 8390 Miramar Pl. #A, San Diego, CA 92121.

Full Payment If full payment is not received by specified date, SI has the right to liquidate said Equipment to recover any lost revenue and expenses incurred during the transaction. The contract will become null and void if the circumstance occurs.

Prior Sale Equipment shall be subject to prior sale and the agreement shall in no way be binding upon SI until the required down payment and signed Quotation is received and accepted by SI. Acceptance is defined as being signed by SI and Buyer.

State & Federal Compliance The Buyer is solely responsible for compliance with all state and federal requirements for sales/state taxes, shielding, licensing and registration, as applicable. Buyer is responsible for any software licensure required by the original equipment manufacturer.

Limitation of Liability SI’s total liability in damages or otherwise shall not exceed the payment, if any, received by SI for the equipment furnished or to be furnished, as the case may be, resulting in the loss or damage claimed. In no event shall SI be liable for incidental, consequential, indirect, punitive or special loss or damages of any kind, such as but not limited to lost business revenue, lost profits or costs of downtime resulting from SI products or services, however caused, whether based on contract, tort (including negligence) or any other legal theory. SI assumes no responsibility whatsoever for any matters relating to equipment calibration and use. Buyer hereby agrees to hold harmless and defend through counsel of SI’s choice SI and its respective officers, employees, agents, representatives, and their respective successors and assigns from and against any and all loss, liability, damages, claims, causes of action, costs, and expenses, including but not limited to property damage, bodily injury attorney’s fees and any other types of liability, whether accrued, absolute, contingent or otherwise, arising out of or related to the ownership, use or misuse of any of the Equipment at any time from and after the date that Buyer obtains title to the Equipment.

Severability If any term, provision, covenant, or condition of the Agreement, or the application thereof, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and not invalidated, and application of such provision(s) to persons, entities, or circumstances shall be interpreted so as best to reasonably effect the intent of the Parties.

Headings The headings of the sections of the Terms & Conditions are used for convenience purposes only and shall not constitute a part hereof or affect in any way the meaning or interpretation of the Terms & Conditions.

Misc. The sale price is in US Dollars and does not include applicable sales or state taxes, which are the responsibility of the BUYER. The Equipment is being sold as is, where is. BUYER agrees to purchase the Equipment described above and by signature indicates acceptance in its entirety of all Terms & Conditions set forth in the Equipment Purchase Agreement and the attached Purchase Agreement Terms and Conditions. BUYER ‘s acceptance acknowledges that the BUYER has read, fully understands, and is in agreement with the conditions set forth in the Purchase Agreement and the attached Purchase Agreement Terms and Conditions and the information contained therein.

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