Meridian IT Sales Terms & Conditions

Client will be responsible for and shall pay all applicable taxes, fees, restocking fees, freight, levies, imports, duties, withholdings or other charges (including any interest and penalties thereon), if any, imposed by any authorities by reason of the sale and delivery herein provided for. A charge of 1.5% per month (or the rate otherwise permitted by law, whichever is lower) on the unpaid balance for any late payment will be due.

Any amounts paid by credit card will be charged a six percent (6%) convenience fee.

• Overview

  This transaction is governed by the terms and conditions of the MAEAS/MSA or similar agreement between Meridian IT Inc. ("Meridian") and Client currently in effect (the “Agreement”). In the absence of an Agreement, the transaction will be governed by the terms and conditions specified herein. The hardware, maintenance, and software licenses listed on the Proposal are referred to herein as the “Equipment”.

• Lease

  If it is Client's intention to enter into a lease of the equipment collectively, (the "Lease") between Client and a Lessor (“Lessor”), and Client and Lessor fail to enter into the Lease within thirty (30) days after delivery of the equipment to Client, then Client shall be obligated to pay the Total Sale Price to Meridian in accordance with the terms of this Proposal.

• Fees and Taxes

  Client will be responsible for and shall pay all applicable taxes, fees, restocking fees, freight, levies, imports, duties, withholdings or other charges (including any interest and penalties thereon), if any, imposed by any authorities by reason of the sale and delivery herein provided for. A charge of
  1.5% per month (or the rate otherwise permitted by law, whichever is lower) on the unpaid balance for any late payment will be due.
  
  Any amounts paid by credit card will be charged a six percent (6%) convenience fee.

• Title; Risk of Loss

  Title and Risk of Loss to the Equipment will be free and clear of all liens, claims and encumbrances of any kind and shall vest in Client as follows: f.o.b. Point of Shipment. Notwithstanding the foregoing, title to Software will remain with the applicable licensor(s), and Client’s rights therein are contained in the license agreement between such licensor and Client.

• Warranty/Limitation of Liability

  Client will look exclusively to the manufacturer of the equipment or software purchased for any warranty claims relating thereto, and Meridian shall have no responsibility for such items.

  CLIENT AGREES THAT MERIDIAN'S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO THE FEES RECEIVED HEREUNDER. UNDER NO CIRCUMSTANCES SHALL MERIDIAN BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION, LOST GOODWILL OR WORK STOPPAGE), REGARDLESS OF THE THEORY OF RECOVERY AND REGARDLESS OF WHETHER CLIENT HAS BEEN ADVISED OF THAT POSSIBILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR WARRANTY.

• Security Interest

  Client grants Meridian a purchase money security interest in the Equipment to secure payment of the Sales Price in full. Client hereby authorizes Meridian to file a financing statement reflecting such security interest.​

• Notices

  Any notice provided for herein shall be in writing and, if not personally delivered, shall be by facsimile or electronic transmission (with a copy delivered by first class mail), or by registered or certified mail, postage prepaid, or by overnight delivery, addressed to the party for which it is intended at the address set forth here and above in this Proposal or to such other address as either party shall from time to time indicate in writing, said notice to be deemed to be effective upon receipt or three days from the date of mailing, whichever occurs first.

• Non-Waiver

  Unless otherwise agreed to in writing, either party’s failure to insist upon or enforce strict performance by the other party of any provisions of these terms and conditions or to exercise any right under this agreement will not be construed as a waiver or relinquishment of its right to assert or rely upon any provisions or right in that or any other instance; rather, the provisions and right will remain in full force and effect. No waiver shall be effective unless in writing signed by the person charged with making such waiver.

• Governing Law

  This Proposal shall be governed by and construed in accordance with the internal laws of the State of Illinois including all matters of construction, validity, performance and enforcement without regard to its conflict of laws provisions.

• Import/Export Control

  Neither party will use, distribute, transfer or transmit any equipment, services, software or technical information provided under this Proposal(even if incorporated into other products) except in compliance with all applicable import and export laws, conventions and regulations. Client and its users will not distribute, transfer or transmit any equipment, services, software or technical information provided under this Proposal (even if incorporated into other products) except in compliance with all applicable import and export laws, conventions and regulations.

• Costs and Expenses

  Meridian shall be entitled to recover any out-of-pocket costs and expenses incurred in connection with the enforcement of these terms and conditions, including, without limitation, court costs and reasonable attorney’s fees.

• Effect of Purchase Order and the Like

  Purchase Orders, invoices, proposals and/or order acknowledgments, if accepted by Meridian, shall be binding only with respect to (i) the Equipment ordered; (ii) the fees therefor; and (iii) the delivery location. Other terms and preprinted terms on or attached to any purchase order, proposal and/or order acknowledgment shall be void and of no effect.

• Sales Terms and Conditions

  These terms and conditions constitute an integral part of any contract between the Seller and Purchaser. Purchaser shall be deemed to have assented to and to have waived any objection to, these terms and conditions upon the earliest to occur of any of the following: (i) Purchaser’s execution of the Quotation; (ii) Purchaser’s acceptance of all or any part of the Equipment in accordance with the terms hereof; (iii) Purchaser’s issuance of a purchase order for Equipment identified on the Quotation; or (d) delivery of the Equipment to the common carrier for shipment in accordance with these terms and conditions.

• Used Equipment

  The Equipment sold pursuant to a Quotation is "Used Equipment”. Used Equipment is identified as pre-owned, off-lease, refurbished, reconditioned or demonstration equipment and has been previously used. It is not new. When delivered, Used Equipment may have received reconditioning, as necessary, to meet certain specifications ("Specifications”). Since Used Equipment may be offered simultaneously to several customers, its sale is subject to availability. If it is no longer available, (i) Seller will attempt to identify other Used Equipment in its inventory that meets Purchaser’s needs, and (ii) if substitute Used Equipment is not acceptable, Seller will cancel the order and refund any deposit Purchaser paid for the Used Equipment.

  Seller will not be held responsible for any licensing agreements or the transferring of any operational or service-related OEM software and/or hard drive. The Seller does not guarantee any licensing sold with the Equipment. If licensing is present with the Equipment, the Purchaser takes full responsibility regarding replacement of licensing if any issues should occur.

• Sale Price

  QUOTATIONS: The sale price set forth in the Quotation (the "Sale Price”) is for the Equipment only, unless otherwise agreed to in writing or set forth in the Quotation.

  TAXES: Prices do not include applicable taxes, which are Purchaser’s responsibility.

• Payment

  PAYMENTS; DUE DATE: Unless otherwise set forth in the Quotation, Purchaser shall pay Seller as follows: (i) an initial deposit of 20% of the Sale Price of the Equipment due upon submission of the purchase order, (ii) an additional 70% of the Sale Price is due upon delivery of the Equipment and (iii) the final 10% of the Sale Price is due upon completion of installation or when the Equipment is available for first patient use, whichever occurs first. Unless otherwise agreed, all payments other than the initial deposit are due net thirty (30) days from the date of invoice. Seller shall have no obligation to complete installation until payment due upon delivery is received. Partial shipments shall be billed as made, and payments for such shipments will be made in accordance with the foregoing payments terms.

  LATE PAYMENT: A service charge of one and one half (1½%) percent per month, not to exceed the maximum rate allowed by law, shall be made on any portion of Purchaser’s outstanding balance which is not paid when due. Payment of such service charge shall not excuse or cure Purchaser’s breach or default for late payments.

  FINANCING: Not withstanding any arrangement that Purchaser may make for the financing of the Sale Price, the parties agree that any such financing arrangements shall have no effect on the Purchaser’s payment obligations under these Terms and Conditions.

• Security Interest/Filing

  Purchaser grants Seller a purchase money security interest in the Equipment to secure payment of the Sale Price in full. Purchaser hereby authorizes Seller to file a financing statement reflecting such security interest.

• Delivery

  Delivery dates are approximate. The Equipment may be delivered in installments. Seller may invoice multiple installment deliveries on a consolidated basis, but this does not release Customer’s obligation to pay for each installment delivery. Delivery occurs: (i) for Equipment, on electronic or physical delivery to Customer; and (iii) for Services, on performance.

  Purchaser shall accept delivery of the Equipment within the timeframe specified on the executed Quotation. Irrespective of any other provisions hereof, Seller shall bear the risk of damage from fire, the elements or otherwise until such time as the Equipment has been delivered to Purchaser. All shipping, installation and insurance costs shall be borne and paid by the Purchaser.

• Force Majeure

  Seller shall not be liable for any loss or damage for delay in delivery, inability to install or any other failure to perform due to causes beyond its reasonable control included but not limited to, acts of God or the public, war, civil commotion, blockades, embargoes, calamities, floods, fires, earthquakes, explosions, storms, strikes, lockouts, labor disputes, or unavailability of labor, raw materials, power or supplies. Should such a delay occur, Seller may reasonably extend delivery or production schedules or, at its option, cancel the order in whole or part without liability other than to return any unearned deposit or prepayment.

• Title

  Title to the Equipment will be free and clear of all liens, claims and encumbrance of any kind and shall vest in, upon delivery of the Equipment and payment of the entire purchase price required to be paid pursuant to Section 5 hereof.

• Installation

  Unless otherwise expressly stipulated in writing, the Equipment shall be installed by Seller or a Service Provider at Purchaser’s expense. In no instance shall Seller or a Service Provider provide rigging or site preparation services unless otherwise agreed to in writing by Seller for an additional charge.

  If installation services are provided by a Service Provider (i) Seller is purchasing such installation services from the Service Provider on behalf of Purchaser at its request and not as its agent or supplier; (ii) Seller provides no warranties or indemnification, express or implied; and (iii) Purchaser is responsible for all claims resulting from or related to their acquisition or use.

  Purchaser shall have the installation site available prior to the delivery of the Equipment. Purchaser must, at its expense, prepare the site and network where the Equipment will be installed, ensuring that its site and network are adequate for proper Equipment operation and performance and meet written OEM requirements and applicable laws. Seller may refuse to deliver or install if the site has not been properly prepared or there are other impediments. Purchaser shall have a qualified representative available to certify that the installation meets the criteria of any applicable agreement with Seller.