Terms and Conditions of 360 Medical - Distributor of Medical, Vaccine, Pharmacy & Laboratory Refrigerators/Freezers
360 Medical Inc.
FOB:
Destination (your loading dock). For
transportation from your loading dock to final
destination, please contact 360
Medical for price quotation.
A fuel
surcharge may apply to each order.
GST extra.
GST#:
PST exempt.
Delivery
within 45 days from receipt of your Purchase
Order.
Payment terms
are 30 days from date of invoice, Visa,
MasterCard or American Express.
Quote valid
for 30 days.
Pricing: In
case of a calculation error, the unit price
shall prevail.
The customer
is responsible for providing adequate receiving
facilities for large equipment and is
responsible for unloading.
Special unloading arrangements can be made
provided 360 Medical is notified at the time of
placing
order. If
loading dock is less than 42-44 inches from the
ground, power tailgate is required. Please note
that additional
charges may apply
to the above.
Special
Conditions:
Instruments
come with one operational/instruction manual as
provided by the vendor.
Orders under
$100.00 will be subject to processing and
handling charges.
Installation:
Installation
is not included unless otherwise noted.
Warranty
terms:
Basic
standard one (1) year warranty for parts and
labour on all electrical products unless
otherwise noted.
360 Medical
Inc. (“360 Medical”) will sell to the customer
("Customer") and Customer will purchase from 360
Medical the Products
described in any written and signed purchase
agreement between them ("Purchase Agreement") or
contained in any order
transmitted by customer (whether by telephone,
written purchase order or electronically) and
accepted by 360 Medical, subject to the
following terms and conditions and those terms
and conditions contained in any Purchase
Agreement .
Price : Customer
shall pay the current list price for each
Product unless otherwise agreed in a Purchase
Agreement, subject to additions necessary to
cover federal, provincial or other taxes or
duties upon the Products or services herein
described, all of
which shall
be paid by Customer. Prices are subject to
increase with 30 days written notice.
Exchange : For
purposes of this agreement, all U.S. sourced
products sold in Canada have been priced in
Canadian dollars have
been
calculated using a monthly fixed exchange rate.
Any price changes due to a fluctuation of +/- 3
percentage points to this rate
must be maintained for a period of 3 months
before any modifications are put into affect.
Raw material
: 360 Medical reserves
the right to review pricing should the price of
raw materials used to produce the finished
goods increase significantly; in particular
products with a petrochemical base. The minimum
notice period for price changes
will be 30 days.
Terms : Unless
otherwise specified in a Purchase Agreement,
Customer shall pay 360 Medical in full within 30
days from date of invoice, F.O.B. shipping
point. Title to and risk of loss of any Product
sold, shall pass to Customer upon 360 Medical
delivery to carrier at F.O.B. point. A hazardous
materials surcharge is applicable to all orders
containing one or more hazardous materials.
Invoices will
be rendered on each shipment, partial or
complete. 360 Medical shall have a security
interest in the Products and any proceeds there
from to secure the payment obligations. Customer
authorizes 360 Medical to sign and file such
financing statements as may
be necessary or desirable to evidence or perfect
the security interest. 360 Medical reserves the
right to implement a minimum order
policy or a fuel surcharge should the price of
oil and or fuel increase significantly
throughout the contract term .
Late Payments
: If
Customer fails to pay when due any amount
required to be paid to 360 Medical, then in
addition to paying such amount ("Principal")
Customer shall pay 360 Medical 1.5% interest per
month on such Principal until the Principal is
paid.
Orders : Once
accepted, orders are not subject to cancellation
without prior consent. A cancellation fee may
apply.
Delivery : All
shipping dates are approximate. 360 Medical
shall not be liable for loss or damage due to
delay or failure to make delivery when such
delay or failure is caused by fire, flood,
lockouts, strikes, labour disputes, civil or
military authority, war, hostilities,
governmental control, restrictions,
prohibitions, unusual delays in transportation,
failure of 360 Medical and suppliers to meet
their contractual obligations, shortage of goods
or any matters beyond 360 Medical control. 360
Medical reserves the right to substitute
alternate Products with comparable
specifications for those ordered. Customers
shall have the right to return any substituted
Products at no charge by following the returned
goods policy as stated herein .
The customer
is responsible for providing adequate receiving
facilities for large equipment and is
responsible for unloading.
Special unloading arrangements can be made provided 360 Medical is notified at the time of placing order. If loading dock is less than 42-44” from the ground, power tailgate is required. Please note that additional charges may apply to the above.
Warranty : 360
Medical warrants to Customer that the Products
will be free from defects in material or
workmanship for 1 year from date of delivery
(unless a different period is specified at time
of quotation), or 360 Medical will repair or
replace the Product or provide
credit, at its sole option, upon prompt
notification and compliance with its
instructions. 360 Medical makes no warranty and shall
have no obligation with respect to expendable or
consumable parts and supplies nor with respect
to damage caused by or resulting
from accident, misuse, neglect or unauthorized
installation, alterations or repairs to the
Products. For Products not manufactured
by Haier, 360 Medical warrants that
representations made accurately reflect the
manufacturer's representations to Haier.
Customers that are located more than 100 km from
either of our service centers will be required
to pay a travel cost for on-site visit. Travel
cost for on-site visits within 100km of service
location are included. Additional travel cost
for remote locations are as follows:
- 101-200km
away from service location, add $300.00
- 201-300km away from service location, add
$450.00
- 301km
or further contact 360 Medical for travel cost
360 Medical
expressly disclaims all other warranties,
express or implied, including the implied
warranty of merchantability and fitness for
use. Customer
accepts that there is no warranty,
representation or condition of any kind
expressed or implied (including no warranty of
merchantability and fitness) except that the
product shall be of the quality specified
herein.
All of such
warranties, representations and conditions are
hereby expressly excluded.
The foregoing
exclusions apply to products manufactured by
third parties and supplied by 360 Medical to
customer .
360 Medical sole
responsibility and the Customer's liability of
360 Medical for any claims arising out of the
purchase of the Products is the repair,
replacement, or credit as described above where
applicable. In no event: 1) shall the cost of
the liability of 360 Medical exceed the
purchase price; 2) shall 360 Medical be liable
for any claims, losses or damages of any third
party or for lost profits or any special, indirect,
direct, consequential, or exemplary damages,
irrespective of whether attributable to
contract, warranty, negligence, strict
liability, or otherwise, even if 360 Medical has
been advised of the possibility of such damages.
No agent or
employee of 360 Medical is authorized to extend
any other warranty or to assume for 360 Medical
any liability except as above set
forth.
All
warranties are void should the products sold
leave Canada for any reason.
Returned
Goods Policy : In
the case of damage or loss in transit, Customer
must inspect the shipment and contact 360
Medical and the carrier within 48 hours of
receipt. All containers and pac360 Medical
materials must be retained for inspection.
Hazardous materials authorized
for return must be packed, labeled and shipped
in accordance with TDG regulations governing
transportation of
hazardous
materials and any other applicable requirements.
360 Medical shall not be obligated to accept any
other returns, except upon its
consent and payment of restock 360 Medical
charge by customer. Returns for special ordered
items are subject to the return policy of the
manufacturer. Returned goods are subject to 15%
restock 360 Medical charge and are to be
returned freight paid unless specified differently
by 360 Medical.
Installation
: Customer
shall make available a suitable place of
installation with all facilities in accordance
with 360 Medical installation specifications and
procedures as provided in this quotation.
Customer shall furnish all labour required to
place the Products in the desired location. 360
Medical shall install the Products (requiring
same) in accordance with its customary
procedures as
provided in the quotation.
Software : If
the Products include computer programs
("Software"), the "sale" of such Software shall
not constitute a sale or transfer
of any proprietary rights in or to the Software
but rather shall only constitute the right and
license to use the Software in accordance
with applicable specifications, instructions,
and license terms and conditions of the
licensor.
Assignment : This
agreement may not be assigned or otherwise
transferred by Customer without the express,
written consent of360 Medical.
Controlling
Terms and Conditions : In
the event of conflict in any of the terms and
conditions, those contained in the Purchase
Agreement shall govern. It is expressly
understood and agreed that any terms and
conditions in any purchase order issued to 360
Medical shall be without force and effect.
Miscellaneous
: The
form of the agreement is intended for general
use throughout Canada and the U.S.A. and in the
event that any particular provision is or may
become prohibited by the law of any individual
province or political subdivision thereof, that
particular provision shall be deemed void, but
all other provisions shall, to the extend
permissible, remain in effect, and this entire agreement
(except for the prohibited provision) shall
remain valid and enforceable.
This
agreement constitutes the complete agreement of
the parties. No representation, understandings
or agreements have been made or relied upon in
the making of this agreement other than those
specifically set forth herein. This agreement
can only be modified in writing signed by both
parties or their duly authorized agents . Any
waiver by 360 Medical shall not be deemed to
excuse or waive
subsequent non-performance.
Confidential: 360
Medical and Customer agree that during the term
of this agreement and any renewal term, certain
confidential information not generally available
to the public (the “Confidential Information”)
may be provided by one party (the “Disclosing Party”)
to the other party or its respective employees,
agents, principals or representatives
(collectively, the “Recipient”) regarding
the Disclosing Party and its related businesses.
The Recipient hereby agrees to maintain in
confidence and not use the Confidential
Information in competition with the Disclosing
Party or to disclose the Confidential
Information to any third party other
than as agreed to in writing by the Disclosing
Party. These restrictions will not apply to the
disclosure of Confidential Information
by the Recipient which is required by law; was
already known to the Recipient through lawful
means prior to disclosure;
was in the public domain at the time it was
disclosed or becomes publicly available to the
Recipient after disclosure through
lawful means; was independently developed by the
Recipient; or, was disclosed to the Recipient by
a third party who had
the right to make disclosure. The Recipient
agrees that the obligation to keep the
Confidential Information confidential will continue
after the termination of this agreement.
Upon termination of this agreement, the Recipient will return all Confidential Information, including any copies of Confidential Information, to the Disclosing Party. The Recipient shall destroy all copies of the Confidential Information, including any notes or other documents that contain or refer to the Confidential Information.
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