1. Price : All prices quoted exclude tax and freight charges. Purchaser shall furnish to MJC America, Ltd. dba Soleus International Inc. ("Soleus") an appropriate California tax exemption certificate for all shipment to an California location in order to be exempted from California sales and use tax es .
2. Terms Of Payment : All goods are payable (C.O.D. cash) immediately upon receipt, unless otherwise agreed upon in writing by Soleus. A finance ch arge of two ( 1 %) percent per month, not to exceed the maximum rate allowable by law, shall be applied each month to past due balances. A handling charge of twenty-five dollars will be assessed for the first returned check and thirty-five dollars for each subsequent returned check.
3. Delivery: Shipment of all products shall be F.O.B. Soleus' place of business , unless otherwise agreed upon in writing by Soleus . Purchaser shall deal directly with any carrier in the event of damage, loss, or misdelive ry of products. In the absence of specific shipping instructions, Soleus will select the method and any carrier it deems reasonable. Delivery schedules are estimates only. Soleus will make a reasonable effort to deliver all goods on time; however, in no event shall Soleus be liable for late or lost shipments.
4. Risk Of Loss: Risk of loss or damage to products shall be passed to purchaser upon delivery to carrier or purchaser's agent at F.O.B. point.
5. Changes And Cancellations: Orders accepte d by Soleus are not subject to change or cancellation by purchaser except with Soleus' written consent AND upon payment of an appropriate charge to cover the cost or loss incurred by Soleus which, unless otherwise agreed in writing, shall be not less than fifteen percent ( 15 %) of the price of the goods subject to change or cancellation.
6. Applicable Law: The rights and obligations of the parties under this agreement shall be governed by the laws of the State of California.
7. Conflicting Terms: All orders accepted by Soleus shall be subject to its Standard Terms And Conditions Of Sale as they may be changed or amended from time to time by Soleus. Any terms and conditions presented in orders placed by purchaser which are in conflict with the te rms and conditions of Soleus' Standard Terms And Conditions Of Sale then in effect shall be inapplicable to the sale without the express written approval of Soleus. Soleus Standard Terms And Conditions Of Sale shall govern all transactions and shall be in terpreted favorably to Soleus. Acceptance of an order or shipment of products by itself shall not be, or be deemed to be, Soleus' acceptance in writing of any conflicting terms and conditions.
8. Security Interest: Upon delivery and acceptance by pur chaser, as security for the due and punctual payment of any sums due hereunder or under any purchase order from purchaser to Soleus, purchaser hereby grants to Soleus a continuing purchase money security interest in all the products and any and all proceed s thereof in which purchaser now has or hereafter has any right, title or interest. Purchaser shall join with Soleus at Soleus' request from time to time in executing financing statements, amendments thereto and continuation statements, and pay the costs of the filing of the same whenever Soleus deems desirable, and execute and deliver to Soleus all documents and instruments and do such other acts and things as Soleus may reasonably request in order to effectuate fully the purpose of this grant of security interest. In the event purchaser is in default under the security agreement provided herein, Soleus shall have all rights and remedies provided by law.
9. Warranty: This limited warranty is extended only to purchaser whose name is shown on the invoi ce and purchaser's customers who purchased Soleus products from purchaser . T erms and conditions of warranty are accompanying with each product that being shipped.
SHOULD SOLEUS' PRODUCTS PROVE DEFECTIVE, PURCHASER'S SOLE REMEDY SHALL BE SUCH REPAIR OR REPLACEMENT AS PROVIDED HEREIN. IN NO EVENT SHALL SOLEUS BE LIABLE FOR ANY LOSS OF USE, REVENUES, OR ANTICIPAT ORY PROFIT, OR FOR ANY SOLEUS, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR CONNECTED WITH THE SALE, USE, OPERATION, OR INABILITY TO USE OF PRODUCTS SOLD. EXCEPT AS OTHERWISE PROVIDED IN THIS PARAGRAPH, SOLEUS MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS F OR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED.
10. Attorney's Fees: Should any dispute arise concerning the terms or the interpretation of this Agreement, Soleus shall be entitled to and be awarded reasonable attorney ' s fee s and costs, whether incurred for negotiation, litigation or otherwise, in addition to other relief to which it may be entitled.
RETURN MERCHANDISE AUTHORIZATION ("RMA") PROCEDURE
1. RETURNS: To obtain a RMA number, the following must be provided:
a. Soleus' invoice number and shipping date,
b. The product model and serial number, and
c. The reasons for requesting an RMA.
2. SHIPPING: The RMA number must be prominently displayed ON THE SHIPPING LABEL ONLY. Products should be returned to Soleus frei ght pre-paid in the original boxes and packing materials with original sales invoice , unless otherwise agreed upon in writing by Soleus . Shipments not meeting ALL the above conditions are subject to refusal and/or the imposition of handling charges by Sol eus.
3. REPAIR SCHEDULE: Repairs to products are normally made within fifteen (15) days from date of receipt; however, Soleus in its sole discretion may increase, decrease or otherwise modify the length of repair time.
• D.O.A.: Product which is reported a s Dead on Arrival ("D.O.A.") by the purchaser may be returned to Soleus for credit within fifteen (15) days of Soleus' invoice date under which the product was shipped.
SOLEUS' STANDARD TERMS AND CONDITIONS OF SALE ARE SUBJECT TO CHANGE WITHOUT NOTICE.
