Terms and Conditions of Sale

1. ACCEPTANCE OF TERMS. These terms and conditions of sale (Terms) govern all sales of products (Products) by MedViron, LLC. to Buyer specified in any document (Documents) of which they are a part. If the terms and conditions of any Buyer document differ from these Terms, these Terms shall be construed as a counter offer and not an acceptance of Buyer’s terms and conditions, which are hereby rejected. THESE TERMS CONSTITUTE THE AGREEMENT BETWEEN MEDVIRON AND BUYER. Buyer’s failure to dissent from these Terms in writing within five (5) days of receipt thereof or Buyer’s acceptance of the Products shall constitute acceptance of these Terms. A copy of these terms and conditions is also found on MedViron.com. No change to these Terms will be effective unless made in writing signed by MedViron.

2. ORDER CRITERIA. It is the purchaser’s responsibility to check acknowledgements and invoices for accuracy including quantities finish selections, etc. The order acknowledgment shows approximate delivery date of items ordered. Delivery and shipping dates are based upon the manufacturing lead time of the item(s) which have the longest manufacturing requirements. If multiple delivery schedules are required, purchaser must submit separate purchase orders for each delivery date. This document is intended as a complete, exclusive, and final statement of the terms and conditions of Agreement between the Company and purchaser with respect to the purchase and sale of the products shown on the face hereof. The transaction between the parties described herein shall be governed by and interpreted and construed in accordance with the laws of the State of Michigan.

3. ORDER INFORMATION. All prices are in US Dollars. Prices are subject to change without notice. The customer’s purchase order must include complete information or order will be held from production until all information is provided. The customer bears sole responsibility for order correctness. Orders are subject to MedViron, LLC’s terms and conditions, regardless of the terms and conditions set forth on the buyer’s/customer’s purchase order forms. All customer orders must receive credit approval before the order can be entered into production.

4. QUOTATIONS AND PRICES. Unless otherwise stated in writing by MedViron, all prices quoted shall be exclusive of shipping, insurance, taxes, license fees, customs duties and other related charges, and Buyer shall pay all such charges. Any volume -based discounts set forth in a Document will be rescinded if Buyer fails to meet the conditions for such discounts specified in the Document.

5. PAYMENT. Except as otherwise specified, all payments are due and payable in U.S. dollars within 30 days from the invoice date. MedViron may require alternative payment terms, including, without limitation, a letter of credit or payment in advance. Payments not made by the due date may incur, at the sole discretion of MedViron, a late payment service charge of 2 percent (2%) per month or the maximum rate permitted by law, computed from the date payment was due. The Buyer will be liable for any collection and/or attorney fees incurred in the collection of past due accounts. All payments and deposits are non-refundable. MedViron retains a purchase money security interest or other security interest in the Products and their proceeds, including insurance proceeds, until Buyer has made payments required. Buyer agrees to take any acts (including executing and delivering all documents) reasonably requested by MedViron to protect, maintain, and perfect MedViron’s security interest.

6. TERMS. All first time orders 50% DOWN, 40% AT TIME OF SHIPMENT, 10% NET 30. Deposits are applied to final invoice of order. For orders less than $10,000, Terms are NET 30 days from shipment. For orders of $10,000 to $50,000, Terms are 50% DOWN, 50% NET 30. For orders greater than $50,000, Terms are 50% DOWN, 40% AT TIME OF SHIPMENT, 10% NET 30. TERMS. Net 30 days after date of invoice, subject to credit approval, with a finance charge of two percent (2%) monthly for late payments after maturity.

Please remit payment to:
MedViron
PO Box 286
Zeeland, MI 49464

7. SHIPPING/DELIVERY. Shipping and delivery dates are estimates. Specific delivery dates are available and may incur additional costs. Dates are coordinated and quoted through MedViron Customer Service. MedViron shall not be liable for any delay in delivery or assume any liability in connection with shipment.
All Products shall be delivered freight on board (FOB) MedViron’s place of shipment. Risk of loss and damage shall pass to Buyer upon MedViron’s tender of delivery to a carrier at the FOB point, and any loss or damage thereafter shall not relieve Buyer from any payment obligation. The carrier shall not be deemed an agent of MedViron.
If MedViron insures shipment, Buyer shall pay insurance costs as invoiced by MedViron. Notation on the carrier’s bill of lading is required for all freight claims.
The customer is responsible for all unloading. Drivers do not unload the truck. Your product will arrive on an 80-foot combined tractor/trailer unit which requires a loading dock. If a loading ramp is required MedViron must be contacted and fees for this service will be passed along to the customer. The carrier will call the customer 24 hours prior to delivery.
For all deliveries, whether to the customer location or drop shipment, any circumstances that result in the delay of our carrier (including unsuitable receiving facilities, or facilities not open or available), will result in service charges applied at the rate of $75 per hour. Where re-delivery is necessary because of these circumstances, the full cost of re-delivery will be charged.

8. FREIGHT CLAIMS AND CONCEALED DAMAGE. Warranty claims are excluded from freight claims. The Company is not responsible for late trucks due to carrier negligence or damage to products which occurs in transit, in storage, or after delivery, based on FOB distribution terms noted herein. It is the purchaser’s responsibility to examine products upon receipts, note the damage or shortage on the Bill of Lading, and to file all claims of evident damage or product shortages with the LTL carrier. The Company is responsible for damage to products or product shortages shipped with specific FOB destination contract terms. Any concealed damage claims against the Company for apparent damages must be made by the purchaser in writing within seven (7) business days after delivery. Failure by the purchaser to make any concealed damage claim against the Company within seven (7) business days shall constitute acceptance of the product and waiver of any apparent damages. Damage or shortages to blanket wrapped product must be noted on the Bill of Lading at the time of delivery.

9. SHIPPING DELAYS. MedViron will provide storage for completed orders for up to 5 calendar days. If the customer is unable to make arrangement for shipping and storage exceeds 5 calendar days, a storage fee will be assessed equal to the invoice cost of offsite warehousing plus 25% for handling-shipping to site.

10. CHANGES, DELAYS OF PRODUCTION, OR CANCELLATION. Buyer’s order for Product may be changed, delayed, or cancelled only with the prior written consent of MedViron. Buyer shall compensate MedViron for any resulting loss or damage including, without limitation, the cost of labor, materials, and overhead expenses. No changes may be made once an order has been placed into production. The order will be shipped upon completion of production. After an order is acknowledged and placed into production, cancellations cannot be accepted.

11. RETURN MERCHANDISE. No returns of merchandise will be accepted without written authorization from MedViron corporate office customer service. Before a return of merchandise is authorized, MedViron factory sales representative reserves the right to inspect the furniture in question. Any item(s) that has been approved for return must be returned properly packed and in the original factory carton. All freight charges for returned product are the responsibility of the customer. Unauthorized returns will not be accepted and will be returned to customer freight collect. Upon receipt, all returned merchandise will be thoroughly inspected and the results compared to the reason given for the return stated on the authorization form. Any discrepancies, such as additional damage, signs of usage, missing parts, etc., will result in an adjustment to the amount of the credit issued.

12. EXPORT CONTROL. Buyer shall comply with all applicable laws, regulations and treaties relating to the sale and destination of the Products, including, without limitation, U.S. export control regulations. Buyer agrees not to sell any of the Products in any territory or country prohibited by applicable U.S. laws and to obtain representations from its customers that they will not resell or transfer any of the Products to such countries or territories. Buyer will defend, indemnify and hold MedViron harmless for any damages or costs to MedViron arising from Buyer’s failure to comply with this term.

13. INSPECTION. All Products delivered hereunder shall be deemed accepted by Buyer, unless written notice of defect of nonconformity is received by MedViron within 10 days of receipt of Products at Buyer’s designated receiving address; provided that Buyer may only reject Products for failure to meet the Products’ specifications.

14. REMEDIES. MedViron retains the right to terminate or to delay the shipment of any order, by reason of Buyer’s bankruptcy or insolvency, breach of any Terms, unauthorized assignment, or the pendency of any proceedings against Buyer under any statute for the relief of debtors.

15. LIMITATION OF LIABILITY. To the extent not prohibited by applicable law: (a) MedViron’s aggregate liability to Buyer for any claim relating to the Products is limited to the amounts Buyer has paid to MedViron for the Products; and (b) MEDVIRON WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS, THE DOCUMENT, THE PRODUCTS, OR THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE OR NONPERFORMANCE OF THE PRODUCTS INCLUDING—BUT NOT LIMITED TO—REPLACEMENT COSTS, LOSS OF BUSINESS, REVENUE, PROFITS, USE DATA, OR OTHER ECONOMIC ADVANTAGE, HOWEVER THEY ARISE, EVEN IF MEDVIRON HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The parties acknowledge that if MedViron provides the Products to Buyer, it does so in reliance upon the limitations of liability and the disclaimers of warranties and damages and that these limitations and disclaimers form an essential part of the contract between the parties. Liability for damages will be thus limited and excluded even if any exclusive remedy provided for in these Terms fails of its essential purpose.

16. INTELLECTUAL PROPERTY RIGHTS. Any Intellectual Property Right on a worldwide basis, including, without limitation, patentable inventions (whether or not applied for), patents, patent rights, copyrights, work of authorship, moral rights, trademarks, service marks, trade names, trade dress trade secrets and all applications and registrations of all of the foregoing resulting from the performance of these Terms that is conceived, developed, discovered or reduced to practice by MedViron, shall be the exclusive property of MedViron. Specifically, MedViron shall exclusively own all rights, title and interest (including, without limitation, all Intellectual Property Rights throughout the world) in and to the Products and any and all inventions, works of authorship, layouts, know-how, ideas, or information discovered, developed, made, conceived or reduced to practice, by MedViron, in the course of the performance of these Terms.

17. WARRANTY. Warranty information for MedViron, LLC. can be found by visiting MedViron.com/warranty/.

18. MISCELLANEOUS. Nothing in these Terms shall imply any license or other rights with respect to any intellectual property rights of MedViron or its suppliers, and MedViron reserves all such rights. All waivers of any right hereunder must be in writing and signed by MedViron.
Wavier of a breach by the other party of any provision of these Terms shall not be deemed a waiver of future compliance with these Terms which shall remain in full force and effect. If any provision of these Terms is held invalid by any U.S. law or regulation or by any U.S. court having jurisdiction, such invalidity will not affect the enforceability of other provisions.
These Terms and Buyer’s rights may not be assigned by Buyer without the prior written consent of MedViron. Any unauthorized assignment by Buyer shall be void. These Terms shall be governed by the laws of the State of Michigan without reference to any conflict of law rule that would cause the application of the laws of any other jurisdiction and without regards to the U.N. Convention on Contracts for the International Sale of Goods. Buyer and MedViron expressly agree that any disputes under these Terms shall be subject to good faith mediation before either party commences a lawsuit by a mutually agreeable mediator using the rules the mediator prescribes. Buyer and MedViron expressly agree that any unresolved disputes shall be resolved exclusively in the District Court for the Western District of Michigan, Grand Rapids or in the Circuit Court of Michigan, County of Kent.
These Terms constitute the entire agreement between MedViron and Buyer with respect to Buyer’s purchases of the Products and supersedes all prior agreements and understandings with respect to such purchase and may not be changed or amended, or superseded by conflicting terms and conditions submitted by Buyer, except by a written instrument signed by an authorized MedViron representative.

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