*The list is subject to updates from time to time. Please refer to installation report for warranty assurance.
The sole remedy available to Buyer under the warranty is limited to repair or replacement of the products at our discretion. The warranty provided is in lieu of all other warranties and guarantees, whether written, oral, implied or statutory and excludes all implied, customary or other warranties of merchantability or fitness for a particular use or purpose. Seller shall have no obligation to repair or replace the product under warranty if the warranty claim, directly or indirectly, arises out of or in relation to Buyer’s actions or omissions or those of Buyer’s employees, agents, or any failure to comply with these T&Cs. Replaced/ repaired products or components or parts thereof shall carry a warranty from the date of replacement/ repair till the end of the warranty period of the main product. The warranty provided is applicable only to Buyer. Any modification on the products, or any of their components, other than as performed or authorized in writing by Seller, will invalidate and terminate Seller warranty for the products, effective on the date of any such modification. All products are designed to provide optimum performance with Seller supplied parts. Accordingly, we can make no assurances that product performance will not be affected by the use of non-Seller supplied parts. Seller assumes no liability for the use of non-Seller supplied parts and disclaim any responsibility for any affect such parts may have on product performance and functionality of the product. Seller does not install, test, certify or provide Seller’s own software license or warranty for non-Seller products and products which are not listed in our catalog, even if supplied along with the products. For non-Seller products, Seller’s sole liability is limited to making available the back-to-back warranty terms as offered by the supplier of the non-Seller products. The Seller’s total liability and that of our affiliates and representatives, including any liability under any indemnity claim, to the Buyer and the Buyer’s exclusive remedy for any and all claims arising out of or relating to this Agreement, including but not limited to the products and services provided and for all claims based on failure of products or services provided, during or post warranty period, whether based on contract, statute, tort, indemnity, warranty or extra contractual liability hereunder is limited and in no event shall exceed the price actually paid by Buyer to Seller for the product or service which is the basis for the claim. Buyer agrees that the Seller, its affiliates and representatives have no liability to Buyer for (1) any indirect, special, punitive, incidental, exemplary or consequential damages (whether or not known or in contemplation by the parties), (2) Loss of profit or revenue, (2) loss of product use, loss of capital, downtime cost, (3) any assistance not required under the applicable terms and conditions of sale, or (4) any claims related to Buyer’s order which arise after the warranty period ends. Please note that delivery dates are approximate, and Seller is not liable for delays in performance or delivery due to causes beyond its reasonable control. Please refer to Force Majeure clause listed below for list of such events. If such a delay occurs, Seller may extend the time for performance or delivery date for a period of time equal to the delay. Buyer acknowledges that it has chosen to purchase the products based on its assessment and fitness for intended use. NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WILL APPLY. SERVICE MANUALS AND DOCUMENTATION ARE PROVIDED “AS IS”. SELLER DOES NOT GUARANTEE PRODUCTS WILL OPERATE WITHOUT ERROR OR INTERRUPTION.
5. Payment Term: 10% payment will be charged on order confirmation and 90% before shipment via the authorized account or card provided by Buyer. Order once confirmed is not available for cancellation, hence Buyer is required to ensure funds availability for Products Ordered.
6. Price: Notwithstanding the above paragraph, the Buyer further acknowledge that if there is a local currency depreciation of 5% (Five percent) or above between the date of this Agreement as compared to the US Dollar exchange rate prevailing on the date of the delivery of the Product, which date of delivery shall be deemed to be the day on which the Product is made available at the installation site/delivery point, the Seller shall have the right to revise the Price mentioned in this Agreement and upon such revision the Seller shall be paid the increased amount in local currency accordingly. The US Dollar to INR exchange rate as on the date of this Agreement will be considered as per the exchange rate notified by the RBI Reference Rate as the exchange rate for any particular applicable day (“SPOT Rate”). Notwithstanding the above, if due to any material changes in applicable laws, rules, or regulations, or significant foreign exchange fluctuation the fulfillment of the Agreement becomes commercially unviable for you, then you shall inform the same in writing to us and we hereby agree to re-negotiate with you the Price payable for the Products in the respective Agreement. If we are unable to arrive at a mutually agreeable revised price, then you may at your option cancel the said Agreement without any liability to either of us.
Notwithstanding anything to the contrary contained in this agreement, the Parties recognize and agree that the global supply and logistics chain are experiencing unprecedented impacts which could result in significant cost increases for the price of materials and the supply of goods and services under this Purchase Order. In light of the foregoing, and without prejudice to the Seller’s reasonable efforts to maintain consistency in its prices, in the event of further cost (including but not limited to logistics and freight cost) increases that affect the Seller’s ability to deliver the Equipment under the conditions set forth hereunder, the Buyer hereby agrees that the Seller, acting reasonably, may revise the Purchase Price to accommodate the increase in costs (as mentioned above) associated with the Equipment and its supply, provided that it provides the BUYER with a prior notice containing such revised prices at least 30 (thirty) days prior to delivery confirmation.
7. Cancellation: The Product once Ordered by the Buyer cannot be cancelled. If the Buyer on its discretion decides to not complete the payments or not make his site available for Product delivery, the Seller shall be entitled to forfeit and retain as cancellation charge any and all payments received from the Buyer. For circumstances not attributable to the Buyer, if the Seller is unable to fulfil the Purchase, any advance payment made in such cases will be returned in full subject to deduction of bank charges(if any).
8. Compliance: Buyer shall fulfill all regulatory requirements such as requirements under PNDT Act, AERB Guidelines etc., as per the government policies applicable to the product at all point of times. The Seller shall not be liable for any delivery commitments, failures or any consequences arising due to non-conformance of any such regulatory requirements as requested by Seller. Further, Buyer shall not re-sell the products to any other party or to export the products outside India. All X-Ray products & CT Scanners emit X-Ray radiation, which is hazardous unless proper radiation shielding means are provided. It is the responsibility of the Buyer to get the layout of the installation site for X-Ray and X-Ray emitting products to be approved by the AERB at its costs and expenses.
9. Operating and Basic Service Software License: Definition: ""Licensed Software"" means the firmware, software, or data compilations (regardless of the media within which they are recorded, fixed or delivered) identified in the order or the written quotation, as applicable, or delivered to Buyer for the operation, installation, use, de-installation, maintenance, or repair of the hardware identified in the order or the written quotation, as applicable. Licensed Software will also include software for enhancing the operation or functionality of the hardware and any other software later provided to Buyer by Seller for use with the hardware. Licensed Software that is not stored internally in the hardware may include a notice that identifies it as Seller proprietary material. Except to the extent further limited by the license terms for specific types of Licensed Software (certain license software may have additional license terms which will be separately provided), Seller grants the Buyer a limited license to: (1) use the Licensed Software only on the specific hardware for which Seller provided Buyer the Licensed Software at the identified geographic location or in the specific site identified in the order or the written quotation, as applicable; (2) make one copy of the Licensed Software in machinereadable form solely for backup purposes, and cannot remove or modify labels or notices of proprietary rights of the Licensed Software or documentation associated with the Licensed Software; (3) use the copy of the documentation identified in the order or the written quotation, as applicable, and having a white cover or label and/or a notice that identifies it as ""Operating Documentation"" (""Operating Documentation""), and use the tools or instruments, as applicable, and provided with the product in a container having a white cover or label and/or a notice that identifies them as ""Operating Tools"" (""Operating Tools"") for the sole purpose of Buyer’s use of the Licensed Software and product for its intended purpose; (4) transfer all authorized copies of the Licensed Software, Operating Documentation and Operating Tools to a purchaser of the product who accepts all of the terms, conditions and limitations of this limited License and any other applicable license terms. Except as expressly set out above, Buyer shall not be granted any other rights or licenses in or under the Licensed Software, Operating Documentation or Operating Tools. By way of example, and without limitation, Buyer is not granted any ownership rights in the Licensed Software, Operating Documentation or Operating Tools or any media on which the Licensed Software is recorded or fixed; any other rights or licenses under any of Seller’s intellectual property (e.g., patents, copyrights, trademarks, designs, trade secrets, etc.); any right to modify, adapt, translate, rent, lease, loan, resell for profit, distribute, network or create derivative works of any portion of the Licensed Software or Operating Documentation; any right to de-compile, reverse engineer, disassemble, or otherwise reduce the Licensed Software to a human-perceivable form; any right to electronically transfer any portion of the Licensed Software over a network; or any right to retain copies of any versions of Licensed Software, Operating Documentation or Operating Tools which are rendered redundant by Licensed Software the Buyer receive from Seller. Seller will have no obligation to release or make available to Buyer any of the source codes to any software that Seller may provide Buyer.
10. Broadband Connection: The Buyer shall obtain a broadband internet connection of suitable specification to connect the concerned product. It will be responsibility of the Buyer to maintain the broadband connection during the period of the Agreement and service term thereafter, if any.
11. Default: Seller may suspend delivery of the products or performance of any services if: (i) Buyer is in default of any obligations under this Agreement; (ii) Buyer is or becomes insolvent or unable to pay its debts when they fall due; or (iii) any change in those exercising effective control over Buyer occurs.
12. End of Product life: The future availability of service support, whether under a service contract or on an hourly-billed basis, and spare parts for the products will be subject to Seller’s end of product life programs. In connection with the products, the warranty period for each of the products is subject to the end-of-life product program of the Seller. In case the product life ceases before cessation of warranty, the Seller and Buyer shall mutually discuss and arrive at a suitable way forward.
13. Testing: The products ordered or some of their components may have been operated intermittently under normal conditions and/or used in staging similar types of products for up to nine (9) months at Seller facilities for (1) the purpose of verifying that products and components perform and demonstrate reliability in accordance with their specifications or (2) for the purpose of facilitating the engineering testing of other components and software. The use of products or components in any of the above applications does not impair their useful life or affect the warranty for the products or components and such products or their components are not used or pre-owned. Further, the products or some of their components may have undergone design maturity testing at Seller facilities. Seller periodically conducts design maturity tests on mechanical and electrical components for the purpose of validating the reliability of new or modified product design and manufacturing processes. The tests are conducted on a small percentage of newly manufactured products and simulate normal operation within a product's technical specifications for a period of time generally equal to twice a product's expected mean time between failures. Design maturity tests of the products or components do not impair their useful life or affect the warranty for the products or components and such products, or their components are not used or pre-owned.
14. Installation Related: Installation is free of cost for an untampered packaging. If the Product with unhampered packing is found Dead on arrival, the Seller will: (i) at its option, repair, adjust or replace the non-conforming Product or components; and (ii) at its option, correct the non-conformity or replace the Software. Buyer agrees that the installation has been completed on the earlier of (1) the date Seller notifies that we have completed installation and the products are operating in accordance with our published performance specifications or (2) the date on which Buyer first uses the products for commercial use, whichever occurs first. Such event shall be deemed as the date of completion of installation and the warranty shall commence from such date. Buyer has to provide any and all government licenses, permits and approvals needed for installation and use of the products. Seller will complete final testing using appropriate internal performance specifications, instruments and procedures and file appropriate reports as may be required.
15. Risk of Loss: The products shall always be at Buyer’s risk from the time of delivery of the products. The products offered could be damaged inter alia by dust and extreme changes in temperature and humidity, etc., and Seller shall not be liable for damage caused by the same. The operating environment at Buyer premises should be controlled to achieve the ambient conditions reproduced in the product data sheets and product catalogues, which need to be strictly followed by Buyer. For continued safe and optimum use of the product, Buyer shall strictly follow the instructions given in the operator's manual. Seller shall not be responsible for damages, injuries or losses suffered or caused either to Buyer, its employees or Buyers due to, directly or indirectly, non-compliance with the operator's manual and other related instructions and norms.
16. Usage Environment: Buyer is responsible for making the place where the products will be located/installed ready for installation in compliance with written specifications or recommendations and all applicable environmental, safety and other regulations and laws, at Buyer’s costs and expenses. Installation of the products will not begin until Buyer’ responsibilities have been completed to Seller’s satisfaction. If Buyer does not properly complete these responsibilities, there may be delays in delivery and installation and commissioning of products for which Seller shall not be liable or responsible.
17. Force Majeure: Seller shall not be liable for loss or damage due to delay in manufacture, delivery or installation resulting from any cause beyond reasonable control, including but not limited to compliance with any regulations, orders or instructions of any central or state government, municipal authority or any department or agency thereof, any statutory or judicial or quasi-judicial authority, acts of God, acts of civil or military authority, fires, strikes, or factory shutdown or altercations, embargoes, war, riots, pandemic, terrorism, delays in transportation or inability due to causes beyond reasonable control including those pertaining to obtaining necessary manufacturing facilities or materials from usual sources, Buyer acts or omissions, including but not limited to failure to comply with recommended operating parameters and norms, and any delays resulting from any such cause shall extend delivery dates correspondingly.
18. Dispute Resolution & Governing Law: The parties will attempt to resolve in good faith any disputes related to this Agreement. This Agreement shall be construed and interpreted in accordance with and governed by the laws of the Republic of India, Bangalore Courts and jurisdiction.
19. Confidentiality: Each party will treat the terms of this Agreement and the other party's written, proprietary business information as confidential if marked as confidential or proprietary. Buyer will treat Seller’s software and technical information as confidential information whether or not marked as confidential and shall not use or disclose to any third parties any such confidential information except as specifically permitted or as required by law (with reasonable prior notice to Seller). The receiving party shall have no obligations with respect to any information which (i) is or becomes within the public
domain through no act of the receiving party in breach of this PO, (ii) was in the possession of the receiving party prior to its disclosure or transfer and the receiving party can so prove, (iii) is independently developed by the receiving party and the receiving party can so prove, or (iv) is received from another source without any restriction on use or disclosure.
20. Data Rights: Seller may collect, prepare derivatives from and otherwise use data related to Products and not containing “personal information” or “sensitive personal data or information” (non-health data) for such things as training, demonstration, research, development, benchmarking, continuous improvement and facilitating the provision of its products, software and services. Seller will own all the property rights resulting from such collection, preparation and use. The non-health data will not be used to identify Buyer or sold by Seller without Buyer’s consent.
