The following terms and conditions of sale shall apply to any sale of goods and services by Radiology Monitors Canada Inc. (hereinafter called “RMCI”). Purchaser shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding if either the goods and services referred to herein are delivered to and accepted by Purchaser, or if Purchaser does not within five days from the date hereof deliver to RMCI written objection to said terms and conditions or any part thereof.

1.GENERAL

In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in Purchaser’s order or in any other form issued by Purchaser, whether or not any such form has been acknowledged or accepted by RMCI, RMCI terms and conditions herein shall prevail.  No waiver, alteration or modification of these terms and conditions shall be binding upon RMCI unless made in writing and signed by a duly authorized representative of RMCI.

2.QUOTATIONS

Unless otherwise stated, RMCI quotations shall be null and void unless accepted by Purchaser within thirty (30) days from the date of quotation.

3.PRICES / COST OF TRANSPORTATION

All quoted prices are based on the current exchange rates, tariffs and costs of manufacture. Unless otherwise stated in the quotation, quoted prices are subject to change by RMCI with or without notice until Purchaser’s acceptance. Prices are subject to correction for error.  Unless otherwise stated, all prices are f.o.b. purchaser supplied address as state on the RMCI order form and any  transportation or shipping charges  will be at Purchaser’s expense.  Special methods of transportation will be used upon Purchaser’s request and at Purchaser’s additional expense provided reasonable notice of Purchaser’s transportation requirements are given by Purchaser to RMCI prior to shipment.

4.TAXES

Prices do not include Goods & Services Tax, Provincial or Municipal sales. electronics recycling, value-added or similar tax. Accordingly, in addition to the price specified herein, the amount of any present or future sales, use, value-added or similar tax applicable to the sale of the goods hereunder to or the use of such goods by Purchaser shall be paid by Purchaser to the entire exoneration of RMCI.

5.DELIVERY

Delivery schedules are approximate and are based on prevailing market conditions applicable respectively at the time of RMCI quotation and RMCI acceptance of Purchaser’s order.  Delivery shall also depend on the prompt receipt by RMCI of the necessary information to allow maintenance of the manufacturer’s engineering and manufacturing schedules.  RMCI may extend delivery schedules or may, at its option, cancel Purchaser’s order in full or in part without liability other than to return any deposit or prepayment which is unearned by reason of the cancellation.

6.FORCE MAJEURE

RMCI shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of RMCI including, but without limitation, acts of God, war, invasion, insurrection, riot, the order of any civil or military authority, fire, flood, weather, acts of the elements, delays 

in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikes or labour disputes, faulty castings or forgings, or the failure of RMCI suppliers to meet their delivery promises.  The acceptance of delivery of the equipment by Purchaser shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.

7.SHIPMENT/DAMAGES OR SHORTAGES IN TRANSPORT RISK

Except for obligations stated under “Warranty” herein, RMCI responsibility for goods ceases upon delivery to the carrier.  In the event of loss or damage during shipment, Purchaser’s claim shall be against the carrier only.  RMCI will, however, give Purchaser any reasonable assistance to secure adjustment of Purchaser’s claim against the carrier provided immediate notice of such claim is given by Purchaser to RMCI.  Claims for shortages must be made in writing within ten (10) days after receipt of goods by Purchaser.  If RMCI does not receive written notification of such shortages within such ten (10) days, it shall be conclusively presumed that the goods were delivered in their entirety. Unless agreed upon otherwise in writing, RMCI reserves the right to make partial shipments and to submit invoices for partial shipments.

8.TITLE

Title to the goods or any part thereof shall not pass from RMCI to Purchaser until all payments due hereunder have been duly made in cash, except as otherwise expressly stipulated herein. The goods shall be and remain personal or moveable property, notwithstanding their mode of attachment to realty or other property.  If default is made in any of the payments herein, Purchaser agrees that RMCI may retain all payments which have been made on account of the purchase price as liquidated damages, and RMCI shall be free to enter the premises where the goods may be located and remove them as RMCI property, without prejudice to RMCI right to recover any further expenses or damages RMCI may suffer by reason of such nonpayment.

9.LIABILITY

RMCI shall not be liable for and shall be held harmless by Purchaser from any damage, losses or claims of whatever kind, contractual or delictual, consequential or incidental, direct or indirect, arising out of, in connection with or resulting from the sale governed hereby or the goods, including, but without limitation, the manufacture, repair, handling, installation, possession, use, operation or dismantling of the goods and any and all claims, actions, suits, and proceedings which may be instituted in respect to the foregoing.

10.WARRANTY

Goods supplied by RMCI hereunder are covered by a warranty against defects in material and workmanship as covered by the original manufacturers (OME) warranty and which are subject to the OEM’s warranty terms and conditions. RMCI will not accept warranty returns. Purchasers shall assume all responsibility and expense for dismantling, removal, re-installation of any warranty return to the OEM.  RMCI does not assume liability for installation, labor or consequential damages.  RMCI makes no warranty other than the one set forth herein.  All other warranties, legal, expressed or implied, including but not limited to any expressed or implied warranty of merchantability, of fitness for the intended use thereof or against infringement are hereby expressly excluded.

11.INSTALLATION

Unless otherwise expressly stipulated, the goods shall be installed by and at the risk and expense of Purchaser. Installation of the goods in accordance with the OEM’s installation instructions provided by the OEM on the OEM owner’s manual/users guide.  Purchaser shall remain responsible for all other aspects of the work including compliance with the local regulations.

RMCI  shall not be responsible for the installation of any required graphics card either OEM recommended graphic card(s) or third party graphics card(s). Purchaser is responsible for any and all connecting/connection of the supplied goods to purchasers workstation, laptop or computers.

12.RETURNED GOODS

No goods may be returned to RMCI without RMCI prior written permission.  RMCI reserves the right to decline all returns or to accept them subject to a 15% handling/restocking charge. Even after RMCI has authorized the return of goods for credit, RMCI reserves the right to adjust the amount of any credit given to Purchaser on return of the goods based on the conditions of the goods on arrival in RMCI warehouse.  Credit for returned goods will be issued to Purchaser only where such goods are returned by Purchaser and not by any subsequent owner of the goods.  Goods will be considered for return only if they are in their original condition and packaging.

13.TERMS OF PAYMENT

RMCI payments terms are 100% billed to a valid credit card and goods will not be shipped until full payment by credit card has been received. Goods that are purchased by authorized purchase order and  “open account” shipment are payable within thirty (30) days of invoice date.  Unless specifically provided, no cash discount shall be available to Purchaser.  When cash discount is offered, the discount price is computed from the date of invoice.  RMCI does not offer cash discount on C.O.D. shipments.  Should payment not be made to RMCI when due, RMCI reserves the right, until the price has been fully paid in cash, to charge Purchaser with interest on such overdue payments at the rate of eighteen percent (18%) per annum.  The charging of such interest shall not be construed as obligating RMCI to grant any extension of time in the terms of payment.

14.CHANGES AND CANCELLATION

Orders accepted by RMCI are not subject to changes or cancellation by Purchaser, except with RMCI written consent.  In such cases where RMCI authorizes changes or cancellation, RMCI reserves the right to charge Purchaser with reasonable costs based upon expenses already incurred and commitments made by RMCI, including, without limitation, any labour done, material purchased and also including supplier’s usual overhead and reasonable profit and cancellation charges from RMCI suppliers.

15.THE AGREEMENT

An acceptance and official confirmation of Purchaser’s order by RMCI shall constitute the complete agreement, subject to the terms and conditions of sale herein set forth, and shall supersede all previous quotations, orders or agreements.  The law of the Province of Ontario shall govern the validity, interpretation and enforcement of these terms and conditions of sale and of any contract of which these terms and conditions are a part.