Payment Terms & Conditions Agreement

Payment Terms and Conditions
International Diagnostic Equipment, LLC ("IDE")

UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS WHICH ARE INCORPORATED IN THE REFERENCED INVOICE:

1. General: IDE hereby offers to sell to Customer named on the face of the Invoice the products and services listed in the Invoice on the express condition that Customer agrees to accept and be bound by the terms and conditions set forth herein. Any provisions issued by Customer are expressly rejected and if the terms and conditions in this agreement differ from the Customer's offer, the Invoice and these terms and conditions shall be construed as a counter-offer and shall not be effective as an acceptance of Customer's document.

2. Payment Terms: All of IDE'S advertised prices are firm unless agreed to in writing and are in U.S. dollars and exclude shipping, handling and taxes unless otherwise noted. The Invoice, to which these terms and conditions apply, sets forth the specific payment terms, as well as, the shipping & handling and taxes which are applicable and have been charged. Customer is responsible for paying all other personal property or other taxes duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority, associated with your order. Payment is due at the time stated in the invoice or when product is shipped unless IDE has extended credit to you. If credit has been extended to you by IDE, IDE reserves the right to require C.O.D. payment terms from any Customer whose account is overdue for failure to make timely payment in accordance to the terms set forth in on the attached Invoice or who has an unsatisfactory credit or payment record. IDE may also refuse to sell to any Customer until overdue accounts are paid in full. IDE will charge a service charge of 1.5% per month to all balances which remain unpaid after the due date per the terms of the Invoice. Failure to timely make payments when due shall constitute a fundamental breach of the Invoice and shall entitle IDE to cancel or delay performance of any future orders of products due to be shipped.

3. Shipping, Delivery and Title: IDE will arrange to ship products to the Customer. Title and risk of loss to products pass to Customer when IDE'S designated shipper delivers products to the Customer's designated delivery. Customer must notify IDE of damaged or missing items from your order within three (3) days after you receive the products set forth in the Invoice to which these terms and conditions are attached.

4. Training: In the event that training is included in with the invoiced products, then, such training is a onetime occurrence and must be taken within six (6) months following delivery of the invoiced equipment.

5. Return Policy: With respect to items returned to IDE for repair, replacement, or credit toward the purchase of new or refurbished Products, whether or not such returned items are under warranty, Customer shall: (a) prepay the cost of shipping; (b) be responsible for loss or damage in transit; and (c) completely remove and identify on IDE'S any toxic or hazardous materials to which they may have been exposed, and indemnify and hold IDE harmless against any claims resulting from a failure to do so.

6. Software License: Title to all software provided as separate modules or embedded in the Products ("Software") shall remain the property of IDE or IDE'S licensors. IDE grants to Customer a nonexclusive, limited license to use the Software together with the Products. Customer shall not decompile, disassemble or otherwise reverse engineer the Software, and may create derivative works only to the extent permitted by IDE. Customer shall not sublicense, assign, copy, distribute or disclose any portion of the Software to a third party without the express written consent of IDE. Customer may transfer or sell its license rights to use the Software only together with the Products to a transferee upon approval of IDE in writing.

7. Warranty: (a) New Products. The Warranty for all new Product(s) identified on the attached referenced invoice shall be provided by the manufacturer and such warranty shall be separately with the Product(s) delivered. (b) Refurbished Products. IDE warrants Software and refurbished Products to be free from defects in material and workmanship and in substantial conformance with manufacturers published specifications for a period beginning upon delivery and ending ninety (90) days thereafter. This warranty applies only to Products delivered and installed within the United States unless otherwise expressly agreed to in writing by IDE. (c) Software included with Product(s). IDE warrants software included with the Product(s) identified on the attached referenced invoice sold shall be error-free and perform as specified by the manufacturer. This warranty shall be for a period beginning upon delivery of the software and ending 90 days for refurbished products and one (1) year on new products within the warranty period. Thereafter, IDE does not warrant the operation of any Software to be uninterrupted or error-free. (d) General Terms of Warranty. The foregoing warranty periods shall be deemed extended to the extent required by any mandatory, non-waivable provision of applicable law. The foregoing warranties are void in the event of Product abuse, alteration, misuse, improper operation or maintenance, use in an unsuitable physical environment, or use with inadequate facilities or utilities, and these warranties do not cover products, components, or services warranted by a third party vendor. Customer's sole and exclusive remedy for any defective or nonconforming Product during the warranty period begins shall be repair or replacement with either a new or refurbished Product, at IDE's sole option, and such remedy shall be available only during the applicable warranty period. Repaired or replaced Products shall be subject to the original warranty period, which shall not be extended due to such repair or replacement, except to the extent required by any mandatory, non-waivable provision of applicable law. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Extended Warranty Purchase Option from IDE: IDE will for a fee provide Customer to purchase an extended warranty for maintenance which is available for additional cost. If the extended warranty for Maintenance is purchased, the terms and conditions of the separately purchased warranty shall be incorporated herein by this reference.

9. Technical Support: IDE will provide technical support for products at an additional charge from the date of shipment or invoice or, if longer, the period stated in your service package. Technical support for issues beyond the scope of this basic technical support may be available under other service packages or by a third party vendor contracted by IDE. IDE provides technical support via online, telephone and other methods. IDE may change the means through which it provides technical support at any time.

10. Privacy Notice: IDE respects our customers' right to privacy and will take all appropriate steps to keep your personal information confidential.

11. Damages: In no event shall IDE be liable for incidental, consequential, indirect, punitive, or special loss or damages of any kind, including but not limited to lost revenues, lost profits, loss of goodwill or lost production, however caused, whether based on contract, tort (including negligence) or any other legal theory. IDE's total liability in damages or otherwise to Customer and its affiliates shall not exceed payments received by IDE for the unit of Product(s) or services furnished or to be furnished resulting in the loss or damage claimed.

12. Force Majeure: IDE shall not be liable to Customer for failure to perform any obligation under the Invoice to the extent such failure to perform is due to labor unrest, riot, war, fire, accident, weather or other natural disasters, lack of energy supplies, supplier delays, compliance with law, failure to obtain all necessary licenses, permits or approvals after reasonable efforts, or any unforeseen circumstances or other causes beyond such party's reasonable control.

13. Dispute Resolution: Customer and IDE agree that any Dispute between Customer and IDE will be resolved exclusively by arbitration administered by JAMS ("Arbitrator") and conducted under its rules, except as otherwise provided below. The arbitration will be conducted before a single arbitrator, and will be limited solely to the Dispute between Customer and IDE. Customer waives its right to trial by a jury and any award of the Arbitrator shall be confirmed by a court of competent jurisdiction and shall be final judgment with no rights of appeal.

14. Governing Law: The sale of Product(s) pursuant to the attached Referenced Invoice is to be delivered to destinations in the United States of America and shall be governed by the laws of the State of California. Customer agrees that the Jurisdiction and Venue for all causes of action, wherever arising, shall be the Riverside County, State of California.

15. Sole Terms: These Terms and Conditions, the Invoice, Manufacturer's Warranty and any Extended Warranty purchased from IDE and any addendums thereto of which they are a part set forth the entire agreement between IDE and Customer with respect to their subject matter and supersede all previous written or oral agreements and understandings between IDE and Customer and may not be amended nor may compliance with any provision herein or therein be waived, except by a written document duly and validly executed by both IDE and Customer, or in the case of a waiver, the party waiving compliance. Any part of these Terms and Conditions, the Invoice, Manufacturer's Warranty and any Extended Warranty held to be void, invalid or unenforceable shall be treated as severable, leaving valid the remaining Terms and Conditions, the Invoice, Manufacturer's Warranty and any Extended Warranty.

16. Miscellaneous: IDE's failure to exercise any rights under these terms and conditions will not be deemed a waiver or forfeiture of such rights. IDE's waiver of breach of any terms and conditions set forth herein will not be deemed a waiver of any subsequent breach of the same or any other provision of these terms and conditions. Headings in these terms and conditions are for convenience only and will not constitute part of the terms and conditions. If any provision of these terms and conditions are invalid or unenforceable for any reason, (i) the validity and enforceability of the remaining provisions will not be affected or impaired in any way and (ii) the parties will promptly renegotiate the affected provision to determine valid and enforceable language that most closely resembles the language rejected and intended by the parties. These terms and conditions were drafted on the basis of mutual understanding. This Agreement will be read and interpreted according to its plain meaning and any ambiguity will not be construed against either party.

17. Notices: Any and all notices, legal or otherwise, shall be by Certified and Registered U.S. Mail addressed to: International Diagnostic Equipment, LLC, 42075 Remington Ave, Suite 108, Temecula, CA 92590.

We accept Visa, MasterCard, Discover, and American Express. All of IDE'S advertised prices are firm unless agreed to in writing and are in U.S. dollars and exclude shipping, handling and taxes unless otherwise noted. IDE will charge a service charge of 1.5% per month to all balances which remain unpaid after the due date. A minimum order fee of $7.50 is applied to orders under $50 before shipping. All returns are subject to a 25% restocking fee of the total purchase price.