1. Dp Derm LLC will be known as "the Company" in these "Terms & Conditions of Sale," which will specifically pertain to wholesale purchases by providers and resellers.
2. These Terms and Conditions of sale shall govern all dealings between the Company and Purchaser for the acquisition of equipment, products, hardware ("Equipment"), software, data, library parts and/or other intangible materials ("Licensed Materials") (the Equipment and Licensed Materials are referred to here as "Products") from the Company and shall be incorporated into all agreements from time to time made or to be made between the Company and Purchaser, including agreements set out in the Companies Product Schedules and Order Forms, whether made in writing or in any other tangible or electronic form including without limitation agreements made by facsimile or electronic mail related to the purchase, licensing rental and delivery of Products, unless inconsistent with a separate written agreement between the Company and Purchaser. These conditions shall apply in place of and prevail over any terms and conditions contained or referred to in writing by the Company and any purported provisions to the contrary are hereby excluded or extinguished. Without limiting the generality of the foregoing, the Company will not be bound by any standard or printed terms produced by the Purchaser, unless otherwise agreed in writing.
3. ALL SALES ARE FINAL. Full payment is required prior to the shipment of supplies. There is no provision for a refund for any goods returned or any refusal of delivery or cancellation of the Purchase Order, including events of default clause (13). In the extreme event that a return is approved by Company then this will incur a thirty percent penalty fee or loss of profit.. Refunds will be granted as a store credit. Goods remain the property of the Company until all monies owed are paid in full.
4. Delivery is expected within manufacturers advised current delivery schedule of thirty days. This is not to be taken as a guaranteed delivery date. The Company shall not be liable for any monetary loss or damages of any kind arising from late delivery or installation of the Goods to the Purchaser.
5. Deliveries of Products shall be made F.O.B. to one of the Companies offices, or if agreed to in writing by the Company, to a site specified by Purchaser to the Company. Absent written instructions to the contrary, the Company will select the carrier on behalf of Purchaser but such carrier shall not in any circumstances be construed as an agent of the Company. All shipping charges and insurance costs shall be paid by the purchaser. If the Company, at its option, elects to pay any such charges on behalf of purchaser then such charges shall be included in the price shown on the relevant invoice and shall be paid to the Company by Purchaser. Unless otherwise specified in the Purchaser's purchase order the Company shall be authorized to make deliveries in partial shipments and to submit invoices in respect of each such partial shipment. The Company reserves the right to substitute refurbished equipment into the mix of products provided the product carries the same warranty as original equipment. When a product is to be delivered to Purchaser over an electronic network including the internet, delivery shall be deemed to have occurred upon transmission of the copy to Purchaser electronically. Estimated time of delivery is 30 days from receipt of Purchasers official purchase order.
6. Risk of loss or damage for products shall pass to Purchaser upon delivery of the product. Any damage incurred during transfer MUST be reported with 7 days of receipt of goods. Title to equipment shall pass to Purchaser upon payment to the company for the equipment. Purchaser acknowledges that nothing herein shall transfer to Purchaser any intellectual or industrial property right (including copyright, trade secret, trademark or patent) in any products. The Company will make reasonable efforts to deliver products on dates agreed to in the Company's product schedules and order forms, but will not be liable for any loss or damage whether directly or indirectly from delays in delivery. Risk of loss or damage to Products delivered over an electronic network shall pass to Purchaser upon the transmission of copy to purchaser electronically.
7. Purchaser shall indemnify, defend and hold the Company harmless from and against any and all damages, expenses, liabilities and losses of any kind whatsoever (including, without limitation, attorney's fees) arising out of or in connecting with the Purchasers use of products supplied including claims made by any third parties relating to such use.
8. In no event shall the Company be liable to Purchaser hereunder or in respect of any products ordered or delivered to Purchaser, whether in contract, not including negligence or otherwise for a loss of profits or loss of use or for any incidental, consequential, special or indirect damages howsoever caused whether or not the Company has been advised of the possibility of such loss or damage. The Company's maximum liability to Purchaser under these conditions shall not even exceed the amount paid by purchaser for the products which are the subject of the claim and in respect of all claims for products ordered from the Company to which these conditions apply the amount paid by Purchaser for the products which are the subject of the claims; provided that nothing herein shall exclude or restrict the Company's liability for death or personal injury arising from the negligence of the Company or its employees while acting in the course of their employment.
9. This agreement shall not be amended except in writing agreed to by both parties and referring specifically to this agreement.
10. The parties agree to use their best efforts to resolve disputes by negotiation. In the event that a dispute occurs that cannot be resolved by negotiation between parties, the parties agree to use the services of a mediator to attempt to resolve their differences. This clause does not preclude the parties from taking all necessary legal steps, including self-help remedies, or from taking steps to have their dispute resolved by any other appropriate dispute resolution process, including arbitration or the appropriate Court process.
11. This agreement constitutes the entire agreement between the parties regarding the sale of equipment to Purchaser. This agreement constitutes the entire agreement between the parties regarding the subject mater hereof.
12. The waiver by a party of a breach of any provision of this agreement shall not operate as nor be construed as a waiver of any subsequent breach thereof.
13. An event of default shall occur upon the happening of any of the following events.
(i) any non-payment, when due, of any portion of the price or any other sum due to the Company hereunder;
(ii) the failure by purchaser to perform, keep or observe any of the covenants, agreements or other terms of this agreement, or the terms of any other agreement with the Company;
(iii) Purchaser becomes insolvent or unable to pay its debts as they mature or become due, or any proceeding is instituted by or against Purchaser alleging that Purchaser is bankrupt, insolvent or unable to pay its debts as they become due; or
(iv) the dissolution of Purchaser or the transfer by Purchaser of substantially all of its assets.
14. Warranty except where explicitly mentioned goods are supplied with the manufacturers original warranty. Warranty terms and conditions are provided in the manufacturers’ documentation, and can also been viewed here: Warranty Terms & Conditions.
15. Purchaser shall not assign or transfer or purport to assign or transfer this agreement. This agreement may be assigned by the Company. This agreement shall be binding upon all insure to the benefit of the parties and their respective successors and assigns.
16. Renter/Purchaser agrees to allow The Company at The Companies discretion access to premises to collect any systems covered in this contract where payments have fallen in arrears. Further should this access not be granted and/or all payments have not been rectified within a further 7 days from the date of notice to recover the goods, The Renter/Purchaser further agrees to a default judgment in the court governing this contract along with being liable for costs associated with the recovery action and court proceedings.
17. If the company considers it relevant to access my/our application for personal credit, I/we agree to the Company obtaining a credit report about my/our commercial activities or commercial credit worthiness from a business, which provides information about the commercial credit worthiness of persons.
