Sales Terms

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CONTROL-X MEDICAL, LTD. HUNGARY

TERMS AND CONDITIONS OF INTERNATIONAL SALES

1. Acceptance: All sales are subject to and expressly conditioned upon the terms and conditions contained herein and upon Buyer’s assent thereto. No variation of these terms and conditions will be binding upon seller unless agreed to in writing and signed by the authorized representative of the Seller.
2. Changes: Orders arising hereunder may be changed or amended only by written confirmation agreed by both Buyer and Seller, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery. Buyer may not cancel this order unless such cancellation is expressly agreed to in writing by Seller. In such event, Seller will advise Buyer charge for such cancellation, and Buyer agrees to pay such charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Seller by its suppliers, and any other cost resulting from cancellation of this order by Buyer which is permitted by Seller. Certification of such costs by Seller's independent public accountants shall be conclusive on the parties hereto.
3. Delivery, claims, delays: All sales are EXW Budapest shipping point unless otherwise noted. If shipping and handling charges are quoted or invoiced, they will include charges in addition to actual freight costs. Delivery of the goods to the carrier at Seller's shipping point shall constitute delivery to Buyer and Buyer shall bear all risk of loss or damage in transit. Delay in delivery of any installment shall not relieve Buyer of Buyer's obligations to accept remaining deliveries. Immediately upon Buyer's receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims for shortages, defects or damages and shall hold the goods for Seller's written instructions concerning disposition. If Buyer shall fail to so notify Seller within five days after the goods have been received by Buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer. Seller shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond Seller's reasonable control, including, without limitation, unsuccessful reactions, act of Buyer, embargo or other governmental act, regulation or request affecting the conduct of Seller's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.
4. Payment: Terms of sale are net 30 days of date of invoice, unless otherwise stated. If the financial condition of Buyer results in the insecurity of Seller, in its sole and unfettered discretion, as to the ultimate collectability of the purchase price, Seller may, without notice to Buyer, delay or postpone the delivery of the products; and Seller, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance of said products. In the event of default by Buyer in the payment of the purchase price or otherwise, of this or any other order, Seller, at its option, without prejudice to any other of Seller's lawful remedies, may defer delivery, cancel this Contract, or sell any undelivered products on hand for the account of Buyer and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price, and Buyer agrees to pay the balance then due to Seller on demand. Buyer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Buyer in any of the terms hereof.
5. Taxes and other charges: Any use tax, sales tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefore; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
6. Pricing: Prices shown are in USD Dollars, Euros, or HUF whichever serves your area and are subject to change upon exchange rates considerable fluctuation. Please call us for current prices if you require this information prior to placing your order. We guarantee our written quotations for 30 days otherwise clearly specified. When placing your order, please reference our quoted prices or our pro forma number. If you place your order by phone, we will confirm our current price in writing.
7. Price Changes: Price changes does not effect deliveries, shipment will be made promptly even if prices have been nominally increased. Price reductions will be automatically applied to your invoice.
8. Warranties
   1. Subject to the terms and conditions hereof, Control-X Medical, Ltd. warrants to the original purchaser that its equipment is free of defects in materials and workmanship, as of the time and place of delivery by Control-X Medical, Ltd.
   2. Warranty does not apply to any equipment, which has been altered, changed, abused, subjected to misuse, or improperly installed. Control-X Medical, Ltd. will honor parts warranty claims on warranted equipment for 30 months from the date of invoice of the equipment to the original purchaser or 24 months from the date of installation which ever comes first. Warranty applies to the warranted equipment manufactured by Control-X Medical, Ltd. for 30 months from the date of invoice or 24 months from the date of installation whichever comes first. If the equipment has been relocated from the original installation site during the warranty period, the warranty remains valid only if the relocation of the equipment was performed by factory trained and approved technicians otherwise the warranty is voided. (See Appendix I. for products covered)
   3. Control-X Medical, Ltd. will repair or replace, at its discretion, parts proving defective, at no charge to the customer, F.O.B. Budapest, Hungary. All defective parts should be sent back to Control-X Medical, Ltd., Fehervari 108-112. H-1116 Budapest, Hungary, freight prepaid. Failure to return defective parts within 30 days may invalidate the warranty and those non-returned parts will be charged to the company at regular dealer prices.
   4. Control-X Medical, Ltd. administers the vendor warranties with respect to equipment and components manufactured by others as the warranty for the respective products. (See Appendix II. for products covered)
   5. Control-X Medical, Ltd. disclaims all other warranties expressed or implied, as to the quality of any goods, including implied warranties of merchantability and fitness for particular purposes.
   6. Under no circumstance, will Control-X Medical, Ltd. be liable for special or consequential damages. Whether based upon lost goodwill, lost resale, profits, work stoppage, impairment of other goods, or otherwise and whether arising out of the breach of warranty, breach of contract, negligence or otherwise, except only in the case of personal injury where applicable law requires such liability.
   7. Control-X Medical, Ltd. shall provide availability of spare parts for all equipment manufactured by themselves for a period of 10 years from the date of delivery.
   8. Company will provide manuals – both installation and user’s – in English for the goods sold, any other local language versions should be Distributors responsibility. Company will provide though necessary support for the interpretation.
   9. Installed equipment should be removed at the end of the product lifetime. Final disposal should be carried out carefully and following the local rules and regualation by the Dealer. Dealer should take particular car over the distroy of the product including but not limited to x-ray tubes, lead counterweights, transformer oil and electronic components.
9. Compliance with laws, regulations: Seller certifies that to the best of its knowledge its products are produced in compliance with applicable requirements of the European safety and health standards, rules and orders issued pursuant thereto, however on local requirements, specific regulations Buyer should inform the Company which correspond to local standards and requirements, in order Company can make changes in design/or specifications, following the special requests. More frequent reports may be sent as warranted by territorial activity.
10. Buyer's use of products: Seller's products are intended primarily for medical purposes and, unless otherwise stated on product labels, in Seller's catalog or in other literature furnished to Buyer, are not to be used for any other purposes. Buyer expressly represents and warrants to Seller that Buyer will properly install, use, and market any products purchased from Seller and/or materials produced with products purchased from Seller. The Distributor shall bear all responsibility for proper installation and service while holding the Company harmless for the same. In addition Distributor assumes responsibility to train technicians and endusers for proper handling operating, maintenance of the equipment according to the operating instructions. Buyer also has the duty to warn Buyer's customers and any auxiliary personnel (such as freight handlers, etc.) if any risks involved in using or handling the products. Buyer agrees to comply with instructions, if any, furnished by Seller relating to the use of the products and not misuse the products in any manner.
11. Buyer's Representations and Indemnity: Buyer represents and warrants that it shall use all products ordered herein in accordance with Paragraph No. 11 "Buyer's Use of Products", and that any such use of products will not violate any law or regulation. Buyer agrees to indemnify and hold harmless Seller, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Seller may sustain or incur as a result of any claim against Seller based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by Buyer, its officers, agents, employees, successors or assigns, by Buyer's customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, arising out of, directly or indirectly, the use of Seller's products, or by reason of Buyer's failure to perform its obligations contained herein. Buyer shall notify Seller in writing within fifteen (15) days of Buyer's receipt of knowledge of any accident, or incident involving Seller's products which results in personal injury or damage to property, and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Seller and any investigation by Seller of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Seller.
12. Patent disclaimer: Seller does not warrant that the use or sale of the products delivered under will not infringe the claims of any patents covering the product itself or the use thereof in combination with other products or in the operation of any process.
13. Returns: Goods may not be returned for credit except with Seller's permission, and then only in strict compliance with Seller's return shipment instructions. Certain items may not be returned for credit. These items include: products; which have passed their expiration dates; computer software and equipment removed from their original packaging, and items manufactured for customer’s special needs. Any returned items may be subject up to a 20% processing fee.
14. Miscellaneous: Seller's failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of Seller's right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies Seller may have at law or in equity. Any waiver of a default by Buyer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.
15. Governing Law: All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of the Civil Code of Hungary including its conflict of laws principles. Each party to this order agrees that any dispute arising between them which results in either party instituting court proceedings shall be litigated in board of arbitration chosen by the Hungarian Chamber of Commerce.
16. Validity: The Terms and Conditions set forth in this document are valid until revokation.