Fees and Payment Terms
1.1 Prices and/or fees quoted by SoundCom are for acceptance within 30 days from the date of quotation and are subject to change thereafter.
1.2 Prices and/or fees quoted by SoundCom are inclusive of any taxes, levies, duties, or other governmental charges, shipping, and insurance unless otherwise specifically outlined within the quotation. If Customer is exempt from any tax, proof of exempt status is required prior to order acceptance.
1.3 Any and all taxes, levies, duties and governmental charges or other charges of any nature, present or future, imposed on SoundCom or which SoundCom has a duty to collect in connection with the sale, delivery, or use of any Products and/or Services will appear as separate line items on the invoice.
1.4 Customer understands that Customer may receive multiple invoices from SoundCom for the Products, Services and/or Support Services Customer ordered. Upon execution of each shipment and/or delivery of Products and/or Services, SoundCom will issue an invoice to Customer's address specified in the Purchase Order. Unless otherwise specifically outline within this proposal, SoundCom reserves the right to make partial shipment of products and/or services, rendering invoice(s) thereof.
1.5 SoundCom's standard payment terms are net thirty (30) calendar days from the date of invoice unless otherwise specified in the Quotation/Proposal/Contract or otherwise agreed to in writing by the parties, regardless of when the Products and/or Services are placed into service or whether ancillary commissioning or related services have been offered or performed by SoundCom. In the event Customer fails to pay SoundCom's invoice in full in due time, SoundCom shall be entitled to suspend the performance of its obligations until Customer has paid all amounts due. All overdue payments shall also be subject to late payment interest at the rate of one and one-half percent (1.5%) per month from the due date until the date when all outstanding payments have been made in full. Customer agrees to pay any third-party collection expenses, including attorney's fees, incurred by SoundCom to collect any unpaid amounts. All payments shall be made in US dollars ($USD).
1.6 All payment terms are subject to prior credit approval by SoundCom. SoundCom may reject any Purchase Order, change its credit terms, suspend performance or cancel any accepted Purchase Order, in its sole discretion when, in SoundCom's reasonable determination, Customer's financial condition or record of payment so warrants.
1.7 SoundCom reserves the right to cancel or amend any accepted Purchase Order if for any reason it becomes unable to fulfill Customer's Purchase Order. In such case, notice of SoundCom's action will be promptly given to Customer. The amendment or cancellation will be deemed accepted by Customer unless rejected by Customer within ten (10) calendar days of the date of such amendment or cancellation. If customer chooses to reject the amendment or cancellation, SoundCom may terminate the related Quotation/Proposal/Contract or Statement of Work (SOW) without further liability.
1.8 If payment is made by credit card, debit card or other institutional/business/government card, the prices quoted will be increased by a processing fee of 3%.
1.9 Given the increased risk of invoice fraud, Buyer should treat any notification to change details of Seller's bank account with suspicion. Seller will not inform or instruct Buyer to make remittance or money transfers to any other beneficiary, address or bank account via email. Always verify a request to update records or change bank account information BEFORE implementing a change or completing the payment. Verify any requested changes by speaking to a known Seller representative.
Shipment, Delivery, Transfer, and Acceptance
2.1 All shipments will be make F.O.B. shipping point. The quoted price includes freight and delivery charges as described in the proposal and/or specifications.
2.2 If site delivery of stored equipment and materials is required for payment, the customer must provide a secure location at the project site at no charge and provide access during construction hours. Additional charges will apply of these conditions are not provided.
2.3 SoundCom will schedule shipments based on Customer's requests and SoundCom's estimated shipping capability. SoundCom may make partial shipments unless Customer and SoundCom specifically agree otherwise.
2.4 SoundCom will not be liable for any delay or failure to deliver resulting from circumstances beyond SoundCom's reasonable control or circumstances which would cause SoundCom to incur unreasonable expenses.
2.5 Once accepted by SoundCom, Customer is not entitled to cancel or amend any Purchase Orders. Notwithstanding the foregoing, SoundCom may (in its sole discretion) allow cancellation or rescheduling of any Purchase Order, in which case Customer shall pay to SoundCom a re-stocking or re-scheduling charge to be determined by SoundCom. The re-stocking or re-scheduling charge will vary by Product and/or services and will not constitute a waiver by SoundCom of any other rights it may have under law for such a cancellation or rescheduling.
Limitation of Liability
3.1 In no event shall SoundCom be liable for any incidental, indirect, special or consequential damages by reason of any act or omission or arising out of or in connection with the Products and/or Services or their sale, delivery, installation, warranty, maintenance, operation, performance or use, including without limitation any loss of use, lost revenues, lost profits, costs of capital, damage to associated products or equipment or to facilities, costs of substitute products, facilities or services, costs associated with downtime, costs of replacement power and similar or dissimilar losses, costs or damages. Furthermore, SoundCom's liability to customer for any claim or recovery of any kind hereunder shall in no event exceed the purchase price paid for the products and/or services and/or support services with respect to which such a claim or recovery is made. This limitation shall not apply to liability that by law cannot be so restricted.
3.2 SoundCom shall have no obligation of liability if the action or claim of infringement is due to (i) Customer's use of the Product in combination with other equipment and/or software other than the Product was intended or designed to be used with; (ii) Customer's modification to the Product or Product's installation without SoundCom's prior written consent; (iii) the use of third-party software and or control system programming modifications not documented prior to System/Product delivery/installation; (iv) any unauthorized use of the Product by Customer or any third party.
4.1 SoundCom warrants to Customer that its installation of Products will be free from defects in materials and workmanship under normal authorized use consistent with the technical hardware specifications of the Products for a period of twelve (12) months from date of substantial completion (go-live). In the case of phased or segmented installations, the warranty period will be executed upon date of completion of each phase or segment regardless of when the overall project is completed.
4.2 All Rauland-Borg (Rauland) manufactured equipment and parts supplied and installed by SoundCom carry a five (5) year parts warranty, exclusive of labor, effective upon date of substantial completion (go-live). In the case of phased or segmented installations, the warranty period will be executed upon date of completion of each phase or segment regardless of when the overall project is completed. This warranty covers Rauland manufactured core components including control/switching equipment, power supplies, patient stations, sub-stations, and nurse consoles.
4.3 All Rauland Software products carry a one (1) year warranty effective upon date of substantial completion (go-live). In the case of phased or segmented installations, the warranty period will be executed upon date of completion of each phase or segment regardless of when the overall project is completed.
4.4 This expressed twelve-month warranty is extended by SoundCom to the Customer and is not transferrable or assignable to any other party.
4.5 If any such Product proves defective under the foregoing warranty during the Product Warranty Period, SoundCom, at its option, will either (i) repair the defective Product without charge for parts and labor, or (ii) provide a replacement in exchange for the defective product. Replacement Products, parts and components may include reconditioned and/or materials in a like-new condition as determined and in conjunction with Product manufacturer's standard warranty policies.
4.6 SoundCom assumes no obligations or liability for additions or modifications to this warranty unless made in writing and signed by an authorized agent of SoundCom.
4.7 SoundCom will not be liable for any ancillary equipment not furnished by or installed by SoundCom which is attached to or used in connection with SoundCom provided and/or installed Products, and such equipment is expressly excluded from coverage under this warranty.
4.8 In order to obtain service under this Standard Limited Warranty, Customer must notify SoundCom of the alleged defect before the expiration of the warranty period by contacting the SoundCom Service Department during normal business hours. Upon notification, SoundCom will exercise reasonable commercial efforts to confirm the alleged defect and to determine whether the defect is a result of hardware failure. If defect is confirmed, SoundCom shall execute repair or replacement in a reasonable manner at no charge to the customer. If, however, SoundCom determines the allegedly defective Product is functional and in compliance with the technical specifications of the Product, then SoundCom reserves the right to charge the customer for problem diagnostics at SoundCom's then current, prevailing rates and all shipping charges, duties, taxes, travel and expenses.
4.9 Replacement and/or repaired Products, parts and components provided pursuant to this Standard Limited Warranty are warranted to be free from defects in materials and craftsmanship under normal authorized use consistent with the Product instructions for a period of ninety (90) days from shipment, or the remainder of the original Warranty period, whichever is longer, providing neither extends past the original Warranty period.
4.10 This warranty does not extend to any defect, failure or damage caused by (i) use of the Products in a manner inconsistent with the Product instructions; (ii) use of non-SoundCom furnished equipment, software, or facilities with Products; (iii) failure to follow installation, operation, maintenance or care instructions; (iv) failure to permit SoundCom timely access, remote or otherwise, to Products; (v) failure to implement all new Updates to Software to the extent such updates are made available to Customer; or (vi) virus or malware that comes into contact with the Product after installation date. SoundCom shall not be obligated in any event, to reimburse Customer for service provided by personnel other than SoundCom representatives or to furnish service under the applicable warranty: (a) to repair damage resulting from attempts by personnel other than SoundCom representatives to install, repair, or service the Product; (b) to repair damage resulting from improper use or connection to incompatible equipment; or (c) to service a Product that has been modified or integrated with other products without SoundCom's prior written approval. It is expressly understood and agreed that the Products will be maintained at operational condition, taking into account its age and normal wear and tear and nothing herein obligates SoundCom to maintain the Products in new or like-new condition.
4.11 It is expressly understood that damage or defects as a result from Product use other than its normal customary manner are excluded. Damage or defects arising as a consequence of disasters including but not limited to acts of nature, wars, earthquakes, storms, fires, floods, destruction, explosions, riots, strikes, lock-outs, neglect, water, power surges/spike/loss or any other occurrences due to external influences such as improper power supply, improper storage, air conditioning, or other damages are excluded.
4.12 Products which have had the serial number altered and/or removed and/or made illegible are excluded from warranty coverage.
4.13 Consumable items such as batteries and projection lamps are not covered under this warranty.
5.1 These Terms and Conditions will be construed and interpreted in accordance with the laws of the State of Ohio, without regard to principles of choice of law. Each of the parties consent the jurisdiction of the courts of the State of Ohio, United States of America.
6.1 All notices shall be given in writing and deemed effective upon receipt. Notices to Customer will be sent to the ordering office or other address as shown on Purchase Order. Notices to SoundCom should be sent to the SoundCom entity identified on the Quotation/Proposal/Contract.
Use of Customer Name
7.1 In consideration of the Products, Services, and/or Support Services purchased in pursuant to a Quotation/Proposal/Contract, Customer agrees that SoundCom may use Customer's name and logo to identify Customer as a customer of SoundCom on SoundCom's website, and as part of a general list of SoundCom's customers for use and reference in SoundCom's corporate, promotional, and marketing materials. Customer agrees that SoundCom may issue a press release identifying Customer as a SoundCom customer describing the nature of the Products, Services, and/or Support Services to be provided. The content of any press release using Customer's name will be subject to Customer's prior review and approval which will not be unreasonably withheld.
8.1 If Services and/or Support Services are purchased by Customer under a Quotation/Proposal/Contract, the applicable Statement of Work (SOW), description of covered equipment, or written agreement signed by authorized representatives of both parties identifying the Quotation/Proposal/Contract number, if any, shall be incorporated in and made Addenda to these Terms and Conditions. These Terms and Conditions are the complete and exclusive statement of the mutual understanding between SoundCom and Customer and superseded all previous written and oral agreements and communications relating to the subject matter hereof.