1. PRICE. The prices shown on the Purchase Agreement are F.O.B. National Ultrasound, Duluth, Georgia. All transportation, license fees, custom duties and other such charges shall be paid by Buyer. There shall be added to the prices shown on the attached Purchase Agreement the amount of any applicable sales, use or other taxes, however designated, levied or based on such prices or on this agreement or the sale or use of the Equipment, including state and local privilege or excise taxes based upon gross revenue, and any taxes or amounts in lieu thereof. Any personal property taxes assessable on the Equipment after delivery to the carrier shall be borne by the Buyer. Prices and Terms are subject to change without notice. In the event that any item(s) are for any reason out of stock, discontinued, or not capable of delivery, National Ultrasound's liability shall be limited to the refund of any monies customer may have paid for such items that are not deliverable.
2. SECURITY INTEREST AND TITLE. Seller retains, until Buyer performs all of its obligations hereunder, including without limitation, payment in full of the purchase price, including all accessories and replacements thereto and the proceeds thereof to secure performance of all such obligations of Buyer. Buyer agrees, upon demand by Seller, to promptly execute any financing statement, application, or registration of other documents necessary and to take any other action deemed necessary or desirable by Seller in order to perfect Seller’s security interest. Buyer agrees to keep the equipment in good order and repair until full purchase price has been paid. Buyer shall not attempt to transfer an Interest in the Equipment until said purchase price has been paid in full.
3. DEFAULT. Failure of Buyer to perform its obligations hereunder, including but not limited to payment in full of purchase price, insolvency, bankruptcy, assignment for the benefit of creditors or dissolution, liquidation, or losing of business by Buyer, shall constitute a default under this Agreement and shall afford the Seller all remedies of a secured party under the Uniform Commercial Code of the State of Georgia.
4. RISK OF LOSS. Risk of loss or damage to the Equipment shall pass to Buyer upon delivery of the Equipment to the Buyer (regardless of whether payment has been made). Seller will insure to full value the Equipment shipped or declare full value thereof to the transportation company at the time of the shipment. Confiscation or destruction of, or damage to the Equipment following shipment shall not in any way affect the Debility of Buyer to pay the purchase price. Buyer shall inspect the Equipment upon receipt and notify Seller within 24 hours following delivery when there is evidence of shipping damage. Buyer’s failure to notify Seller of shipping damage within 24 hours of delivery shall constitute a waiver by Buyer of any such claim.
5. ASSIGNMENT. This Agreement may not be assigned, in whole or in part, without the written consent of the non-assigning party.
6. ATTORNEY FEES. Buyer agrees to pay Seller’s reasonable attorney fees, collection costs, interest at the rate of 2% per month, and other costs incurred by Seller In connection with the enforcement of this Agreement, whether or not suit is ultimately filed.
7. INDEMNIFICATION. Buyer shall indemnify and hold Seller harmless (including, without limitation, Seller’s reasonable attorney fees and costs) from any claim arising out of or relating to (a) damage, injury or claim arising from any fault or neglect of Buyer, Buyers employees, agents and licensees, or any person not party hereto, or (b) to the extent that Equipment is manufactured according to Buyers specifications and/or drawings, any charge that said Equipment infringes any patent or other proprietary right.
8. ORDER CANCELLATION/RETURNED GOODS POLICY. Buyer will be charged a minimum 15% restocking fee for all returned goods and/or cancelled orders. Cancellations must be in writing to National Ultrasound. Customer is responsible for shipping costs related to cancelled orders and returned goods. All returns MUST be issued a Return Merchandise Authorization number. No credit will be given for items returned to National Ultrasound without a Return Merchandise Authorization number if customer claims the goods received are non-conforming or defective, National Ultrasound shall have commercially reasonable time in which to repair or replace them with conforming goods, otherwise, National Ultrasound's restocking fee, shipping and other expenses incurred by National Ultrasound as a result of this sale will be charged to the customer
9. GOVERNING LAW. This Purchase Agreement and its enforcement shall be governed by, and construed in accordance with, the laws of the State of Georgia. All disputes arising out of this Agreement shall be resolved by litigation. The parties agree and stipulate that the proper venue for any dispute between the parties shall be the State or Superior Courts of Gwinnett County, Georgia, or the United States District Court for the Northern District of Georgia.
10. ENTIRE AGREEMENT. This Agreement, (which consists of the attached PURCHASE AGREEMENT and any other necessary documents) constitutes the entire understanding between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter. Any modification of this Agreement must be in writing and signed by all parties to this Agreement. The Terms and Conditions of this Agreement will govern Buyer's order and any provision of Buyer's own purchase order, which in any manner differs from, or is in addition to the provision (s) of the Agreement, shall be of no force or effect. By signing this Agreement, Buyer expressly agrees to be bound by the terms and conditions hereof, not withstanding any terms and conditions in Buyer’s purchase order form to the contrary. Seller's acceptance of Buyer’s order is expressly made conditional of Buyer’s consent to the terms of this Agreement. Any acknowledgement, which in a manner differs from or is in addition to the provision(s) of this Agreement, shall be of no force or effect.
11. VALIDITY. If any provision(s) of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provision shall not in any way be affected or impaired thereby.
12. WARRANTY/WARRANTY INVALIDATION. National Ultrasound’s Warranty, if any, will be immediately VOID if any attempted or actual repairs or extraordinary maintenance on the equipment are not performed by National Ultrasound or by an approved repair or maintenance center that has been authorized by National Ultrasound in writing. The Improper or incorrect assembly of equipment or any misuse will also VOID any warranty. National Ultrasound is not responsible for any repair or service costs incurred by customer, whether or not the item is under warranty, without prior written authorization of the National Ultrasound