North America Sales Terms and Conditions
LF335 Rev 2.0
FOR CUSTOMERS WITH A PURCHASING AGREEMENT PURCHASING THROUGH A GPO
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Quotations are valid for a purchase order received on or before the quote expiration date.
Zero-dollar demonstration quotations or purchase orders are for product evaluation purposes only and are NOT to be used for the purchase of products or services.
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All applicable taxes will be in addition to the amount listed on the quote unless a tax-exemption certificate is provided by the customer.
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Purchased in-service training and Dose Error Reduction System (DERS) must be completed within ninety (90) days of product delivery.
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All back‑ordered items will be shipped as soon as reasonably possible as stock becomes available. Invoices shall be dated no earlier than the date of shipment or delivery of service.
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If an MRI Patient Monitor is being purchased, the sale includes an accessory starter pack and twelve (12) month factory warranty.
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Upon delivery of products, customer shall inspect for damages. Any damage identified should be noted on the bill of lading and the customer will notify the carrier immediately to initiate a customer freight claim. Claims for products damaged during transport must be made directly to the transport company.
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No product returns are accepted without obtaining a return authorization from IRadimed. Requests for return authorization must be made within ten (10) business days of receipt of goods. Authorized returned products, unless defective, must be unused and in resalable condition and in their original packaging in order for credit. There is a twenty percent (20%) restocking charge on all returned products, excluding defective products, and the customer is responsible for all freight charges. On a paid invoice the customer will be issued a credit memo.
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The purchased extended warranty does not begin until after the one-year factory warranty has ended. Extended warranty pricing is valid only when purchased and paid for concurrently with the corresponding product purchase.
Products sold by IRadimed are fully warranted to be free from defects in material or workmanship. A copy of IRadimed’s warranty is available to customers upon request. After the warranty expiration period, IRadimed may provide service for a customer at a cost. IRadimed does not warrant the loss, damage or defects of any product that is the result of storage, accident, abuse, alteration, misuse, neglect, fire or other hazard, failure to use reasonable care, or lack of routine maintenance and care.
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If there is any conflict between the terms and conditions of the executed purchasing agreement and the terms and conditions of an executed Addendum, the terms and conditions of the Addendum shall prevail.
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IN NO EVENT WILL IRADIMED BE RESPONSIBLE FOR INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, OR COMMERCIAL LOSS HOWSOEVER CAUSED UNLESS PROHIBITED BY LAW. IRADIMED’S LIABILITY SHALL IN ANY CASE NOT EXCEED THE PAYMENT RECEIVED FOR THE PRODUCT FURNISHED TO THE CUSTOMER. THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE OR APPLICATION, AND ALL THE OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF IRADIMED, UNLESS PROHIBITED BY LAW.
FOR CUSTOMERS WITHOUT A PURCHASING AGREEMENT
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Quotations are valid for a shippable purchase order received on or before the quote expiration date.
Zero-dollar demonstration quotations or purchase orders are for product evaluation purposes only and are NOT to be used for purchase of equipment.
You may not post, reproduce, or distribute IRadimed quotations, or other proprietary rights without obtaining the prior written consent.
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All applicable taxes will be in addition to the amount listed on the quote unless a tax-exemption certificate is provided by the customer.
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Purchased in-service training and DERS (if applicable) must be completed within ninety (90) days of product shipment.
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If an MRI monitor is being purchased, the sale includes an Accessory Starter Pack and twelve (12) month factory warranty.
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If a customer’s purchase order policy requires a confirming order, it must clearly be marked with “CONFIRMING.”
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All back‐ordered items will be shipped as soon as reasonably possible as stock becomes available. Invoices shall be dated no earlier than the date of shipment or delivery of service.
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Net thirty (30) days after shipment or delivery of service. Credit card orders are authorized within twenty-four (24) hours. There is a $35 charge for returned NSF checks.
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Terms are net thirty (30) days due from the invoice date. A service charge of 1.5% per month will be added to past due accounts. To establish a credit line with IRadimed, please provide bank name, address, phone number and contact person along with bank account number and three business references.
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Charges for shipping, handling, insurance, and packaging (SHIP) are added to invoice and payable by customer.
F.O.B. Shipping Point and insured for full value. Most shipments are sent by UPS unless otherwise specified. Large truck shipments are sent freight collect or prepaid and added to customer invoice. Shipments by air or other special methods can be requested. If the purchaser elects to have products shipped via their own carrier, and pays that carrier directly, the SHIP charge will only include handling and packaging.
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Upon receipt of shipment, inspect for parcel shortages or damages. Note the problem on the bill of lading and notify the carrier immediately to initiate a customer freight claim. Claims for merchandise damaged during shipment must be made directly to the transport company.
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No product returns are accepted without obtaining a return authorization from IRadimed. Requests for return authorization must be made within 10 business days of receipt of goods. Authorized returned products, unless defective, must be unused and in resalable condition and in their original packaging. There is a twenty percent (20%) restocking charge on all returned products, excluding defective products, and the customer is responsible for all freight charges. On a paid invoice the customer will be issued a credit memo.
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The purchased extended warranty does not begin until after the one-year factory warranty has ended. Extended warranty pricing is valid only when purchased and paid for concurrently with the corresponding equipment purchase.
Products sold by IRadimed are fully warranted to be free from defects in material or workmanship. Copies of IRadimed warranty are available to customers upon request. After the warranty expiration period, IRadimed may provide service for a customer at a cost. IRadimed does not warrant the loss, damage or defects of any product that is the result of shipping, storage, accident, abuse, alteration, misuse, neglect, fire or other hazard, failure to use reasonable care, or lack of routine maintenance and care.
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IN NO EVENT WILL IRADIMED BE RESPONSIBLE FOR INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, OR COMMERCIAL LOSS HOWSOEVER CAUSED UNLESS PROHIBITED BY LAW. IRADIMED’S LIABILITY SHALL IN ANY CASE NOT EXCEED THE PAYMENT RECEIVED FOR THE PRODUCT FURNISHED TO THE CUSTOMER. THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE OR APPLICATION, AND ALL THE OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF IRADIMED, UNLESS PROHIBITED BY LAW.
DERS ANNUAL SERVICE LICENSE
AUTOMATIC RENEWAL TERMS
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Each DERS Annual Service License has an initial term of twelve (12) months from the date of activation. Upon expiration of the initial term, the DERS Annual Service License shall automatically renew for successive twelve (12) month periods at IRadimed’s then-current annual service license fee, unless Customer provides written notice of non-renewal as described below.
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IRadimed shall provide the customer with electronic written notice of the upcoming automatic renewal no fewer than sixty (60) days prior to the renewal date. Such notice shall include: (a) the upcoming renewal date; (b) the applicable renewal fee; (c) a description of the DERS Annual Service License(s) subject to renewal, identified by pump serial number; (d) instructions for opting out of renewal; and (e) the deadline by which the customer must provide written notice of non-renewal.
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The customer may decline renewal by providing written notice to IRadimed at sales@iradimed.com or by following the opt-out instructions provided in the renewal notification, no later than thirty (30) days prior to the renewal date. If the customer does not provide timely written notice of non-renewal, the customer shall be deemed to have consented to the automatic renewal and the corresponding renewal fee.
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Upon expiration of the opt-out period without receipt of a valid non-renewal notice, IRadimed shall generate a sales order and issue an invoice for the renewal term. Payment terms are net thirty (30) days from the invoice date unless otherwise specified in the customer’s executed Purchasing Agreement or applicable Group Purchasing Organization (GPO) agreement.
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Each 9992A license unit is serialized and corresponds to a specific 3870 infusion pump serial number. Upon receipt of payment for the renewal term, IRadimed shall update the active license dates associated with the corresponding pump serial number(s) within IRadimed’s installed base records.
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• If the customer opts out of renewal or fails to pay the renewal invoice within sixty (60) days of the invoice date, the DERS Annual Service License for the applicable pump(s) will not be renewed. Upon non-renewal, IRadimed will no longer be obligated to store or maintain the customer’s drug library, and the customer will no longer be entitled to receive drug library updates. The Customer’s ability to receive updates or make modifications to their drug library will be affected. Should the customer wish to make changes to their drug library in the future without an active license, a full library rebuild will be required.
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IRadimed reserves the right to adjust DERS Annual Service License fees upon each renewal. Any fee increase shall be communicated to the customer in the sixty (60) day renewal notification period described above. If the customer does not agree to the adjusted fee, the customer may opt out of renewal as provided herein.
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By purchasing a DERS Annual Service License, the customer expressly acknowledges and agrees to these automatic renewal terms, including the obligation to provide timely written notice of non-renewal to avoid automatic renewal and billing. This consent to automatic renewal is separate from and in addition to the customer’s consent to the other terms and conditions of sale.
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• These automatic renewal terms are intended to comply with all applicable federal, state, and local laws governing automatic renewal and continuous service offers, including but not limited to the FTC’s Negative Option Rule and applicable state automatic renewal laws. To the extent any provision of these terms conflicts with applicable law, such provision shall be modified to the minimum extent necessary to comply with such law.
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IN NO EVENT WILL IRADIMED BE RESPONSIBLE FOR INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, OR COMMERCIAL LOSS HOWSOEVER CAUSED UNLESS PROHIBITED BY LAW. IRADIMED’S LIABILITY SHALL IN ANY CASE NOT EXCEED THE PAYMENT RECEIVED FOR THE PRODUCT FURNISHED TO THE CUSTOMER. THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE OR APPLICATION, AND ALL THE OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF IRADIMED, UNLESS PROHIBITED BY LAW.