Terms

1. Exclusive Terms of Sale. These terms and conditions ("Terms and Conditions") apply to any and all purchases by you, Customer of equipment ("Equipment" or "System") from Patient Image ("Seller"). The Terms and Conditions may be attached to the applicable purchase order and/or Equipment quotation and/or Customer may indicate its agreement to these Terms and Conditions by going on line and indicating its acceptance to these Terms and Conditions. The terms are also applicable for all online purchases. Notwithstanding anything to the contrary contained in any purchase order or Equipment quotation from Seller to Customer, these Terms and Conditions shall always be in effect and may only be modified in writing by the President & CEO of Seller. When Customer places an order for Equipment from Seller, Customer is deemed to have read and agreed to these Terms and Conditions.

2. Payment/ Taxes/ Late Charges/ Interest. Customer shall pay Seller fifty percent (50%) of the total invoice price at the time a sales quote is signed or online purchase is completed. Equipment will not be ordered until 50% of the total invoice price is collected. Customer shall pay Seller the balance of the invoice price on the date on which the System is delivered to the Seller. Shipping will be estimated on the invoice and actual freight charges will be known approximately 7 days after shipment. WE COLLECT SALES TAX IN SELECT STATES. Customer is responsible for, and will indemnify and hold Maven Imaging harmless from, any applicable sales, use or other taxes or federal, state or local fees or assessments associated with the order. Customer must claim any exemption from such taxes, fees or assessments at the time of purchase and provide the necessary supporting documentation. Any sales, use or other applicable tax or fees or assessments is based on the location to which the order is shipped. In the event of a payment default, Customer will be responsible for all of our costs of collection, including court costs, filing fees and attorney's fees. All payments will be made in U.S. Dollars in immediately available funds. Unless otherwise specified in writing, payments are due at the payment address indicated on Seller's invoice no later than (30) thirty days from the date of System installation. A service charge of 1.5% per month, not to exceed the maximum rate allowed by law, shall be made on any portion of Customer's outstanding balance that is not paid within (30) thirty days after System installation Customer shall pay Maven Imaging interest on any late payments made hereunder at the highest rate allowed by law. Customer shall be responsible for any import/export duties, custom fees, brokerage fees, and related charges to the extent applicable.

3. Limited Warranty / Indemnity. For any System sold by Seller, Seller warrants to Customer that the System purchased will be free of defects for a period of thirty (30) calendar days from and starting with the date of installation. This warranty does not include damage to the System resulting from accident or misuse or lack of adequate care by Customer. If the System should become defective within the warranty period, Maven Imaging will replace it or issue a refund at Customer's discretion provided Customer follows the procedures set forth herein. OTHER THAN THE FOREGOING LIMITED WARRANTY AND ANY WARRANTIES PROVIDED BY MANUFACTURERS OF NON MAVEN IMAGING SYSTEMS DIRECTLY TO CUSTOMER, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. MAVEN IMAGING WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES TO THE EXTENT PERMITTED BY APPLICABLE LAW. Customer agrees to indemnify, protect, defend, and hold Seller harmless (including Seller's employees, agents, directors, officers, and shareholders) from and against any and claims arising out of or relating to this agreement to the extent such claims emanate from Customer's acts or omissions to act (or those of Customer's employees or agents). 

4. Changes, Cancellations. Quotations. System orders from Customer accepted by Seller are not subject to changes or cancellation by Customer except with Seller's prior written consent and upon payment to Seller of Seller's then applicable change and/or cancellation charges. Changes and cancellations shall be subject to a minimum charge of not less than 25%. All returns for other than service shall be subject to a charge of not less than 25%. Seller's quotation is subject to change or rescission by Seller at any time prior to receipt of Customer's written acceptance of the quotation.

5. Prices. Seller's price quotations are valid for 30 days.(a) The price for Seller's Equipment or System shall be as set forth in the quotation ("Price"), but the Price does not include: (i) installation of any products not included on the face of the quotation; (ii) transportation of any products unless specifically included on the face of the quotation; (iii) any taxes or duties, including without limitation all sales, use and excise taxes, whether local, state and federal taxes imposed on or applicable to the products, installation and freight ("taxes"); (iv) any handling, rigging, uncrating, storage, or other charges incidental to shipment, delivery or installation of the products, or (v) applications training unless specifically included on the face of the quotation. Customer shall be responsible for all taxes, and agrees to pay all such taxes when due.

6. Title / Risk of Loss/ Shipping.. Unless modified by the express terms of a Seller quotation, delivery shall be made, at Seller's discretion, FOB shipping point of origin. Except for warranty obligations specifically identified herein, Seller's responsibilities for the Equipment purchased pursuant hereto ceases and title and risk of loss passes to Customer upon delivery to the carrier selected by Customer (which carrier shall be reasonably acceptable to Seller). In the event of loss, damage, injury or destruction after such delivery to the carrier, claims must be made against the carrier and not against Seller. In no event shall any loss, damage, injury or destruction operate in any manner to release Customer from the obligation to make payments required herein. Shipping is not included within price quote.

7. Assignment. Customer may not assign any rights or delegate any duties under this Agreement without the prior written consent of Seller.

8. Entire Agreement. The terms and conditions contained herein and the related quotation and/or purchase order constitute the entire agreement between Customer and Seller concerning the subject matter hereof and supersede any prior or contemporaneous verbal or written agreements concerning the subject matter hereof. To the extent of any conflict or inconsistency between these Terms and Conditions and a related quotation or purchase order, these Terms and Conditions shall govern.

9. Governing Law /Venue This agreement will be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Venue for any and all disputes and claims arising out of or relating to this agreement shall be lie exclusively in any court located in and servicing Orange County, California. In the event of any dispute hereunder, the prevailing party shall be entitled to its attorney's fees and costs.

10. Statute of Limitations. If Customer wishes to bring an action against Seller for any act or omission relating to or arising from this agreement, Customer must bring such action within one year from the date of the alleged conduct giving rise to the cause of action or Customer is forever barred forever from bringing such an action. Customer hereby waives all claims that any other statute of limitations applies.

11. Miscellaneous. Customer has entered into this agreement of its own free will and volition. No one has induced or pressured Customer into signing this agreement Customer has had the opportunity to seek independent advice of counsel in entering this agreement to the extent Customer so chose. As a material inducement for Seller to enter into this agreement, Customer represents and warrants that is has relied on no other written or verbal statements, promises, or materials in electing to enter into and sign this agreement other than as set forth herein.

12. Return Policy. Unless a product is labeled "all sales final" at the time of purchase, all orders may be returned within 30 days for a refund. In order to return or exchange (under the warranty guidelines described below) all or part of your order, customer must contact us for a Return Merchandise Authorization number (RMA#). Call toll free (800) 257-3013 to obtain RMA # from a Seller's representative. All returned merchandise must be in the original packaging including manuals, accessories, cables, etc. with the authorization (RMA#) clearly printed on the outside of the package. Return requests must be made within 30 days of the receipt date. All returns must be certified to be in good condition by one of our engineers before refund can be accepted. If the product has been damaged, seller will assess the damage and will determine if the product is entitled to a refund. All free items must be returned together with purchased items in order to receive a refund. Any shipping and/or handling charges on the original order cannot be refunded. At our discretion, we may levy a restocking fee of 25% of the cost of items returned. Any vouchers or gift certificates earned by a returned order will be voided, and the voucher amount will be charged to any order to which it was applied. Installation, training or professional services are NON-REFUNDABLE. Seller is not responsible for shipping costs or damage on returned items. Units to be returned should be packed carefully. Please be advised that packages sent by normal US Postal Service cannot be tracked to ensure delivery. Since Seller cannot provide credit for a return without confirming its receipt, we recommend that you use a delivery service that can be tracked and or insured. 

13. Support Terms. If Customer is unable to correct a potential problem with the Seller's product after following the procedures set out in Seller's training courses and documentation, Customer may contact the appropriate Seller's support facility for that territory and log the problem according to the agreed procedure. Seller will issue a service order number and seller will provide remote technical or applications support to qualified Customers service personnel within a timely response. Response time may vary depending on issue severity, call volume and support contract. All support requests are to be submitted by buyer to seller at the following: E-mail: sales@patientimage.com or (800) 257-3013

14. Site Preparation. Unless otherwise agreed to in writing by Customer and Seller, any requisite site preparation including but not limited to wall / floor preparations, removal and disposal of old equipment, satisfying any electrical requirements, or providing network infrastructure and telephone lines / connections are to be provided by Customer. Customer acknowledges and recognizes that any delay by Customer in carrying out its duties regarding site preparation may impact the timing of any installation through no fault of Seller.

15. Pre Installation and Related Issues. The parties recognize and acknowledge that some quoted products may include client software for Customer that may be installed on Customer’s computers that are at the same time running other imaging or business applications such as PACS. While the Seller will provide specifications for computers running supplied client software, due to possible conflicts and problems, Seller nor manufacturer can or will guarantee that client software on Customer’s computers with other simultaneous applications. To help minimize any potential unexpected problems or delays, Customer strongly recommends (and Customer hereby acknowledges it understands and will act upon such strong recommendation) that whenever feasible and allowed by manufacturer) Customer’s IT staff shall perform software validation of all critical client stations by using loaner client software and/or a trial server. The parties recognize that normally this would involve doing trial installations of client software and then thereafter validating proper operation while using other computer applications in differing scenarios. Customer agrees to uninstall all client software and return the loaner server after such testing, and assumes responsibility for correcting immediate and future operational problems of client software that are not attributable to a design or manufacturing defect. If the Customer determines that the software does not perform reliably on its own business computers, Customer’s sole remedy will be to purchase dedicated computers to run system software from Seller or from another third party.

16. Installation Plan / Lay Out and Training. Once the Customer has accepted Seller’s offer in writing, Seller may prepare a detailed installation, training, and lay out / configuration plan. If Seller elects to do the foregoing, Seller will ask for Customer’s written approval before accepting Customer’s order. It is possible that this detailed plan may uncover issues previously not addressed by the parties, and the Seller may have to prepare a revised quotation for Customer. If this occurs, Customer agrees to help Seller by giving Seller site and other related information as requested by Seller. Customer’s help may include but not be limited to providing photographs, drawings and measurements of Customer’s installation facility, obtaining technical information about power, wiring, internet access, telephone, air conditioning, structural details of the building and any other technical information determined by Seller in its sole discretion to be necessary in order to carry out a successful installation. Customer hereby promises Seller that Customer shall be responsible for any additional installation costs Seller suffers as a result of incorrect, inaccurate, or incomplete information provided by Customer to Seller.

17. Seller, or any agent authorized by Seller, shall be responsible to install and test Equipment hardware and software. Seller shall either install client software on dedicated computers sold by Seller to Customer or assist / train Customer’s IT staff to install client software if the software is to be installed on Customer’s business computers. Pursuant to Seller’s recommendations referenced above for validation of client software, Customer hereby promises that it is Customer’s responsibility to correct any problems with the client software resulting from the hardware or operating system not meeting published specifications, from malfunction of hardware or co-resident software, and conflicts with other software.

18. Installation Schedule Overview / Parameters / Expedite Fee. Customer recognizes and acknowledges that the installation of the Equipment is not an exact science. There are many factors outside of Seller’s control that affect installation. Therefore Seller cannot guarantee delivery dates or installation time estimates. To minimize unexpected problems and in order for Seller to make every reasonable effort to meet Customer’s expectations, Customer must provide Seller with at least 14 calendar day’s advance written notice from the confirmed installation date. The confirmed installation date is the date on which all installation variables, as determined by Seller, will be satisfied. Should Customer be unable or unwilling to provide Seller with at least 14 calendar day’s advance written notice, then Customer hereby recognizes, acknowledges, and promises to pay Seller an expedite fee of at least $500. For example, and by illustration only, should Customer on December 1st ask Seller in writing to install Equipment on December 15th or later and should Seller determine that all installation variables will be met by December 15th, then Customer shall incur no expedite fee. However, in the foregoing example, should Customer ask for installation on or before December 14th in writing, then Customer would owe Seller an expedite fee of $500. Finally, should Seller have to re arrange travel arrangements already made for a scheduled installation because Customer needs to postpone an already scheduled installation, Customer hereby promises to pay Seller for any costs Seller incurs in having to re arrange travel and/or lodging.

19. Training Schedule. Training will be arranged by mutual written consent. However, when on location training is planned, Customer agrees to help lessen Seller’s (or Seller’s agents) travel and training time by having all required personnel available at the same time for training in a particular aspect of system operation.

20. Third Party Warranties. Third party warranties for software, hardware, or any other components of quoted products may apply. Seller is responsible during Seller’s warranty period for supplying all freight costs and labor to make repairs or corrections under these third party warranties but Seller is not otherwise a party to such warranties and Seller makes no warranties, either express or implied, with respect to these third party warranties. This exclusion applies to any full warranties, limited warranties, warranties of merchantability, fitness for a particular purpose, or any other form of third party warranty.