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.
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”.
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.
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 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.
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.
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.
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.
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.
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.
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.
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.
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.
"Seller”: Meridian Leasing Corporation an Illinois corporation, having its principal place of business at Nine Parkway North, Suite 500, Deerfield, Illinois 60015
"Purchaser”: Customer identified on the Seller quotation or proposal ("Quotation”)
"Equipment”: Hardware and any embedded software that is included with the hardware and set forth on the Quotation
"Services”: Product support or professional service
"Service Provider”: Any third-party providing services
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.
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.
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.
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.
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.
Except as may be specifically described in the Quotation, Purchaser is accepting the Equipment AS IS. Seller shall have no liability or responsibility for the Equipment, and all warranties contained herein and under applicable law are disclaimed.
SELLER MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE DESIGN, OPERATION OR CONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, THE EQUIPMENT AND ALL WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED.
THIRD-PARTY SERVICE: Seller may arrange a service contract on Purchaser’s behalf as its agent and not as a 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.
14.1. In no event shall Seller’s liability hereunder exceed the actual loss or damage sustained by Purchaser, up to the purchase price of the Equipment. The foregoing limitation of liability shall not apply to claims for bodily injury or damages to real property or tangible personal property to the extent arising from Seller’s negligence or a product defect.
14.2. SELLER SHALL NOT BE LIABLE FOR ANY LOSS OF USE, REVENUE OR ANTICIPATED PROFITS; COST OF SUBSTITUTE PRODUCTS OR SERVICES; LOSS OF STORED, TRANSMITTED OR RECORDED DATA; OR FOR ANY INDIRECT, INCIDENTAL, UNFORESEEN, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SALE OR USE OF THE EQUIPMENT. THE FOREGOING IS A SEPARATE, ESSENTIAL TERM OF THIS AGREEMENT AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT.
15.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
15.2. This Agreement 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.
15.3. Purchase Orders, invoices quotes and/or order acknowledgments, if accepted by Purchaser, 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, quote and/or order acknowledgment shall be void and of no effect.
15.4. Seller shall be entitled to recover any out-of-pocket costs and expenses incurred in connection with the enforcement of this Agreement, including, without limitation, court costs and reasonable attorney’s fees.
15.5. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and of equal force and effect.
15.6. No revision or modification of this Agreement shall be effective unless it is in writing and signed by duly authorized officers of Purchaser and Seller.
15.7. Purchaser shall assume sole responsibility for obtaining any required export authorizations in connection with Purchaser’s export of the products from the country of delivery.
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