ADVANCED TELEMEDICINE SOLUTIONS STANDARD TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS AND SERVICES.
The following are the terms and conditions under which ADVANCED TELEMEDICINE SOLUTIONS sells its products and services to customers.
PRICE. The price for a product or service is the price set out in the ADVANCED TELEMEDICINE SOLUTIONS price list in effect on the date that ADVANCED TELEMEDICINE SOLUTIONS receives the customer's order for the product or service unless otherwise specified by ADVANCED TELEMEDICINE SOLUTIONS on an authorized quotation in effect on the date of order. Prices do not include sales, value-added or like taxes now or hereinafter levied by any government on the sale of the products or services. The customer shall pre-pay ADVANCED TELEMEDICINE SOLUTIONS for all such taxes which ADVANCED TELEMEDICINE SOLUTIONS is required to collect or pay in connection with the sale. All sales are final and refunds will not be granted.
DELIVERY. ADVANCED TELEMEDICINE SOLUTIONS shall deliver products Ex-Works (EXW Incoterms 2010) ADVANCED TELEMEDICINE SOLUTIONS factory unless otherwise specified on an authorized quotation. On request by the customer, ADVANCED TELEMEDICINE SOLUTIONS shall arrange for export and shipment of a product (including transit insurance) at the customer's risk and expense, to the destination specified by the customer. The customer is responsible for obtaining all import permits and customs clearances required to ship the product. ADVANCED TELEMEDICINE SOLUTIONS may refuse to deliver a product if ADVANCED TELEMEDICINE SOLUTIONS believes, on reasonable grounds, that the customer will be unable or unwilling to pay for the product on time.
PAYMENT. Unless otherwise specified by ADVANCED TELEMEDICINE SOLUTIONS to the customer at the time of order, the customer will have thirty (30) days to pay ADVANCED TELEMEDICINE SOLUTIONS after delivery upon approved credit. The customer shall pay interest on overdue accounts at the rate of two per cent (2%) per month [twenty-four per cent (24%) per year], or the maximum late interest rate permitted by law in its jurisdiction.
WARRANTY. ADVANCED TELEMEDICINE SOLUTIONS warrants that its products will be free from defects in workmanship and material during the applicable "Warranty Period". ADVANCED TELEMEDICINE SOLUTIONS’ warranty is offered on a Return to Factory basis. ADVANCED TELEMEDICINE SOLUTIONS shall promptly repair, or at its option, replace each product which fails to function during the Warranty Period due to a defect in workmanship or materials and redeliver the product to the customer Ex-Works (EXW Incoterms 2010) ADVANCED TELEMEDICINE SOLUTIONS factory provided that: (a) The customer promptly notifies ADVANCED TELEMEDICINE SOLUTIONS of the failure in writing no later than one (1) week after the expiration of the Warranty Period; and (b) on request by ADVANCED TELEMEDICINE SOLUTIONS, the customer returns the defective product to whom ADVANCED TELEMEDICINE SOLUTIONS indicates in accordance with ADVANCED TELEMEDICINE SOLUTIONS’ return materials authorization procedures at the customer's risk and expense. Costs incurred for the removal of the product, including travel and living expenses, fault isolation, inbound shipment, and item re-installation are not covered by this warranty. ADVANCED TELEMEDICINE SOLUTIONS will have no liability to repair or replace a product if: (a) The product is not properly installed or maintained; (b) The product is operated under abnormal operating conditions; (c) The product is improperly used or used for purposes for which it is not intended; or (d) the ADVANCED TELEMEDICINE SOLUTIONS identity code on the product has been altered, defaced or removed. The Warranty Period will be one (1) year from the date of shipment. The Warranty Period for a repaired or replaced Product is twelve (12) months from the date of shipment of the repaired or replacement product. If the reported failure to function is not due to a defect in the product or no fault is found, then the customer shall pay ADVANCED TELEMEDICINE SOLUTIONS a three (3) hour handling and evaluation charge at ADVANCED TELEMEDICINE SOLUTIONS’ standard charges for such services then in effect. Deliverable prototypes and engineering models are provided "as is" without warranty of any kind. ADVANCED TELEMEDICINE SOLUTIONS disclaims all other warranties implied by law, usage of trade or otherwise in respect of the products, and the use or operation thereof, including but not limited to any implied warranties or conditions of merchantability or fitness for purpose. The remedies of the customer set out above are in lieu of, not in addition to, any other remedy available at law or in equity in respect of the products or the use or operation thereof.
INTELLECTUAL AND INDUSTRIAL PROPERTY. ADVANCED TELEMEDICINE SOLUTIONS shall, at ADVANCED TELEMEDICINE SOLUTIONS’ expense, except as otherwise provided below, defend or settle, at its option, any claim made or any suit or proceeding brought against the customer based upon an allegation that any ADVANCED TELEMEDICINE SOLUTIONS product furnished hereunder infringes a patent, trade-mark, copyright, industrial design or chip protection right if notified promptly in writing and if given information, reasonable assistance and sole authority to defend or settle the same. ADVANCED TELEMEDICINE SOLUTIONS shall pay all direct damages and costs finally awarded therein against the customer. The customer shall have no authority to settle any action on behalf of ADVANCED TELEMEDICINE SOLUTIONS, and the customer shall incur no cost or expenses for the account of ADVANCED TELEMEDICINE SOLUTIONS. If the product becomes, or in ADVANCED TELEMEDICINE SOLUTIONS’ opinion, is likely to become, the subject of a claim of infringement, ADVANCED TELEMEDICINE SOLUTIONS shall have the sole option, at its expense, to procure for the customer the right to continue using the product, replace the product with a non-infringing product, modify the product so it becomes non-infringing or refund the reasonable value of the product upon its return. ADVANCED TELEMEDICINE SOLUTIONS shall have no liability for any infringement resulting from: (a) Compliance with the customer's designs, specifications or instructions; (b) customer modifications not specified in relevant ADVANCED TELEMEDICINE SOLUTIONS publications; (c) use in a manner not reasonably foreseeable; or (d) use with products not supplied by ADVANCED TELEMEDICINE SOLUTIONS. The remedies of the customer set out above are in lieu of, not in addition to, any other remedy available at law or in equity in respect of the products or the use or operation thereof. ADVANCED TELEMEDICINE SOLUTIONS hereby grants to the customer a non-transferable, non-exclusive license to use the software which forms part of the product solely on the equipment on which it is first installed. The customer shall not copy the software except for archival or back-up purposes. The customer shall not provide the software to any third party except for the customer's agents or employees to permit the customer to use the equipment. Except as otherwise expressly set out in these Terms and Conditions, nothing in these Terms and Conditions or in the furnishing of any information, product or service by ADVANCED TELEMEDICINE SOLUTIONS to the customer is intended to grant or otherwise transfer either expressly or by implication, estoppel, or otherwise, to the customer any right, license or interest of any kind to, or in, any information or any intellectual or industrial property right in such information which comes to the attention of the customer in connection with the product, or otherwise, including but not limited to, through the inspection of the product. The customer shall not take any action inconsistent with ADVANCED TELEMEDICINE SOLUTIONS’ intellectual or industrial property rights in the products. For greater particularity the customer shall not "reverse engineer" the products or any part thereof.
LIMITATION OF LIABILITY. ADVANCED TELEMEDICINE SOLUTIONS’ total liability to the customer arising out of or in connection with the customer's use of a product or the results of the service provided by ADVANCED TELEMEDICINE SOLUTIONS in connection with the product shall not exceed the total amount paid by the customer to ADVANCED TELEMEDICINE SOLUTIONS for the product. ADVANCED TELEMEDICINE SOLUTIONS shall not be liable in any event for any indirect or consequential loss, costs or damages or for any economic loss, including but not limited to loss of revenue or profit incurred by the customer as a result of or in connection with the product. These limitations apply regardless of how ADVANCED TELEMEDICINE SOLUTIONS’ liability arises, including but not limited to ADVANCED TELEMEDICINE SOLUTIONS’ negligence or breach of contract even in a fundamental breach or breach of a fundamental term. The customer acknowledges and agrees that ADVANCED TELEMEDICINE SOLUTIONS shall not be liable for the continuation or cancellation of services related to the product nor be responsible for any product-related network charges, however incurred. In the event ADVANCED TELEMEDICINE SOLUTIONS is charged network fees relating to customer’s use of the product, the customer shall immediately upon notification by ADVANCED TELEMEDICINE SOLUTIONS reimburse ADVANCED TELEMEDICINE SOLUTIONS in full for such charges. ADVANCED TELEMEDICINE SOLUTIONS disclaims any and all responsibility for, and customer assumes all risk and liability for, any damages caused by failure to comply with the foregoing restrictions. Customer also assumes all responsibility for power configurations used for this product and for any procedures established to power down the product. Customer agrees to mount appropriate stickers, as supplied or approved by ADVANCED TELEMEDICINE SOLUTIONS, on the product and in vehicles on which it is mounted to inform drivers and other users of the restrictions that must be followed for this product in the configuration used for the particular vehicle installation.
FORCE MAJEURE. ADVANCED TELEMEDICINE SOLUTIONS shall not be liable for its failure to perform any of its obligations during any period in which performance is delayed by fire, natural catastrophe, war, war-like acts, embargo, civil unrest, labor unrest including strike, or any other cause beyond the reasonable control of ADVANCED TELEMEDICINE SOLUTIONS including but not limited to failure of any Government to issue an export permit provided that ADVANCED TELEMEDICINE SOLUTIONS promptly notifies the customer of the delay. Time for performance will be delayed by one day for every day of such delay.
NOTICE. All notices shall be sent to ADVANCED TELEMEDICINE SOLUTIONS and, in the case of the other party, the person issuing the order on behalf of the other party. A notice addressed as set out above if sent by facsimile or e-mail is deemed to be given when dispatched; if the notice is sent by courier or post it is deemed to be given only when received.
MISCELLANEOUS. These Terms and Conditions set forth the entire agreement and obligation of each party in respect of the subject matter. These Terms and Conditions supersede all prior or collateral representations, undertakings and agreements, oral or written, concerning such subject matter including but not limited to any provision set out in the customer's order. No provision of these Terms and Conditions may be changed nor may performance of any obligation hereunder be waived unless such change or waiver is set forth in a written document signed by an authorized representative of each of the parties. This Agreement shall inure to the benefit of and be binding on the parties' respective permitted successors and assigns. These Terms and Conditions are severable. The invalidity or unenforceability of any provision will not affect the validity or enforceability of any of the other provisions. Any contract incorporating these Terms and Conditions will be governed by and interpreted in accordance with the laws of the domicile of ADVANCED TELEMEDICINE SOLUTIONS. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the sale of products by ADVANCED TELEMEDICINE SOLUTIONS. Notwithstanding the above, no action, regardless of form, arising out of the transactions under this Agreement, may be brought by either party more than two (2) years after the cause of action accrues. Neither party shall export from the United States of America any technical data furnished to it from the other party pursuant to this Agreement without first complying with all requirements of the Export Administration Act, including the requirement for obtaining an export license, if applicable. The party exporting technical data shall first obtain the written consent of the other party prior to submitting any request for authority to export any such technical data. The party exporting technical data shall indemnify and hold the other party harmless from all claims, demands, damages, costs, fines, penalties, attorney's fees, and all other expenses arising from failure to comply with this clause or the Export Administration Act.