Parts Terms and Conditions of Sale

These terms and conditions apply to any sale of parts, accessories, and supplies (“Product”), by MXR Imaging, Inc. (MXR), or any of its subsidiaries or associated businesses, apart from a specific quotation for equipment and/or service. These terms are applicable to all medical imaging devices except for Ultrasound, which has a different set of terms which can be found at www. https://mxrimaging.com/Transactional-US-Terms-and-Conditions.

Customer may order products and services from MXR by using Customer’s standard PO documentation system or any written form of communication, including email. Customer PO shall include a valid PO Reference Number, physical ship-to address, bill-to and contact information, valid part number and accurate product description, quantity, unit price, total PO amount, applicable sales tax information, method of shipment, courier, and account information. Written POs received by MXR are assumed to be generated by authorized agents of Customer. Verbal POs are not an acceptable method for order placement.

Customer purchase orders accepted by MXR are not subject to change except upon written agreement. Purchase orders accepted by MXR are non-cancellable by Customer except upon MXR’s written consent.

Unless specific instructions to the contrary are supplied by the Customer, parts will be shipped to Customer Free-On-Board (F.O.B.) pursuant to Section 2-319 of the Uniform Commercial Code. For parts purchases, Customer is responsible for paying for freight and insurance against property damage or loss until delivery to Customer. Title to and risk of loss of parts passes to Customer at MXR’s shipping dock.

All parts may be subject to MXR’s standard specifications and tolerances. MXR reserves the right to make modifications and substitutions in the specifications of any part, provided, that the modifications or substitutions do not materially affect the performance of the equipment and part or the purposes for which they can be used.

For parts on Exchange, a like and repairable part must be received at our facility within twenty-one (21) days of domestic shipment or thirty-one (31) days of international shipment. If a like and repairable exchange part is not received the customer will be additionally billed up to the OEM list price.

An Exchange Part must be “repairable,” that is, all of its components are fully intact, it contains an original serial number, if applicable, and it meets common industry acceptance criteria. Unless otherwise approved in writing, an Exchange Part must be like-for-like, and the same revision level as the Good sold by MXR to Customer. A cloned item, including, but not limited to, a cloned probe, does not qualify as an acceptable Exchange Part and will not be accepted by MXR as an Exchange. If an item received by MXR is determined to be a cloned item, such item will be rejected and MXR will invoice Customer, and Customer shall be responsible, for an Additional Bill reflecting costs of processing and replacement through the manufacturer (or, alternatively, the “outright” pricing, if quoted).

Customers may restock parts within ten (10) days of the ship date, unless otherwise stated at time of sale/purchase. If MXR does not receive the part within 30 days, no credit will be given and part will be processed as an exchange. All restocks require a valid RMA. Parts returned without a valid RMA will be treated as exchanges. If restock policy differs on the quote, or superseding agreement, then the terms on that document shall prevail.

If the part is returned for restock within ten (10) days from the ship date, the following restock fees will apply:

• Unopened: Up to 20% Restock Fee
• Opened: Up to 25% Restock Fee
• Sourced Parts: Up to 30% Restock Fee
• OEM Direct Sourced Parts: Not returnable/refundable

NOTE: If a part has been tampered with, the part will be treated as an exchange and restock credit will not be issued.

• Unless specified otherwise at time of sale, MXR offers a ninety (90) day warranty on all parts excluding X-Ray or CT tubes. Warranty information for tube purchases will be given at time of sale.
• Warranty claims must be made within the specified warranty days from the initial ship date.
• DOA (Dead/Defective on Arrival) claims must be made within forty-eight (48) hours of delivery date unless otherwise specified at time of sale.
• Warranty parts must be returned within five (5) days of the warranty claim.
• All warranty claims require a valid RMA. Parts returned without a valid RMA will be treated as an exchange.
• Warranty credits will be issued after part has been received and tested in our facility.
• Breaking QA seals, removing the serial number or tampering with a part in any way voids all warranties.
• Warranty replacement parts assume the warranty of the original part purchase.

Any money due back to Customer from an order cancellation, return/restock, or warranty policy shall be issued in the form of a credit that will be applied to the Customer account. Credits will automatically be allocated for use against future part orders.

Payments not made within the specified period shall be subject to a late payment penalty of 5% of the unpaid amount due for each month. This NOTIFICATION binds customer to these terms.

Some parts are shipped in wooden crates or pelican cases. The core returns for these parts should be returned in the same case in which the original part was shipped. Failure to return the part in the same or like case will result in a charge of $800.00 USD.

MXR shall not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond MXR’s control including, without limitation, acts of nature, unavailability of supplies or sources of energy, riots, wars, fires, epidemics, lockouts, strikes, and slowdowns, delays in delivery by MXR’s, or acts or omissions of the Customer. In the event or delay due to any such cause, time for delivery shall be extended for a period equal to the duration of the delay and the Customer shall not be entitled to refuse delivery or otherwise relieved of any obligations as a result of the delay. If as a result of any such cause, any scheduled delivery is delayed for a period in excess of 10 days, we may at our option, by written notice to the Customer, cancel that and all future deliveries without further liability or obligation of any kind. Products on which delivery is delayed due to any cause within the Customer’s control may be placed in storage by MXR at the Customer’s risk and for its account.

MXR warrants that parts sold or otherwise provided hereunder will be functional for a ninety (90) day limited warranty period. THE WARRANTIES IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. MXR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Written warranty claims shall be made by Customer through MXR’s standard Return Material Authorization process, either by calling or e-mailing Customer Service using the information on the Service Proposal above.
Limitations of Remedies and Liability: All claims for defective parts must be made within ninety (90) days of receipt by the Customer. MXR will, at its option, repair, replace, or credit any parts that it determines are defective; provided that the Customer’s conduct has not caused or contributed to the defect.
Except as provided below with respect to tort liability arising from gross negligence or willful misconduct, or to extent the following indemnity provision below is applicable, MXR’S MAXIMUM CUMULATIVE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT MAY NOT EXCEED THE PRICE OF THE PARTS INVOLVED IN THE CUSTOMER CLAIM. IN NO EVENT SHALL MXR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, OR THE COST OF SUBSTITUTE PRODUCTS WHETHER ARISING FROM BREACH OF THE TERMS IN THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY. MXR SHALL HAVE NO LIABILITY FOR ANY ASSISTANCE NOT REQUIRED UNDER THIS AGREEMENT THAT MXR OR ITS EMPLOYEES OR SUBCONTRACTORS PROVIDED TO THE CUSTOMER.
NEITHER PARTY SHALL HAVE ANY TORT LIABILITY TO THE OTHER ARISING FROM THIS AGREEMENT, EXCEPT TO THE EXTENT EITHER PARTY COMMITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Customer will indemnify, defend, and hold MXR harmless from and against any and all claims, costs, damages, liabilities (including negligence, tort and strict liability), demands, actions, suits, and proceedings, losses, costs, expenses and damages, including reasonable attorneys’ fees and costs of suit and liens imposed or incurred by or asserted against MXR (collectively, “Claims”) or its successors or assigns arising out of or relating to this Agreement, the use of the parts, including Claims relating to the manufacture, selection, purchase, delivery, possession, condition, use, operation, return or other disposition of the parts. MXR will give Customer prompt written notice of the occurrence of any matter hereby indemnified against and agrees that upon such written notice, Customer will assume full responsibility for the defense of such matter. This section will survive termination of this Agreement.

This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New Jersey. Jurisdiction and venue for the adjudication of any actions will solely lie in Monmouth County Superior Court, New Jersey. The parties agree that, except to seek injunctive relief to prevent a breach of confidentiality, non-solicitation/compete, or intellectual property rights, they will enter into a non-binding mediation process with a well-recognized, professional mediator in a good faith attempt to settle any disputes under this Agreement, prior to resorting to litigation. The parties may hold a non-binding mediation privately without a mediator to fulfill this alternative dispute resolution provision. If the mediation is unsuccessful the resulting dispute and/or claims arising out of or related to this Agreement or its subject matter shall be brought exclusively in the State of New Jersey, Monmouth County Superior Court for any dispute related to or arising out of this Agreement. The Parties agree to mediate within forty-five (45) days of the Party providing written notice of its desire to mediate.

This Agreement is intended to be the complete and exclusive statement of the terms of this contract between the Customer and MXR. No prior proposals, statements, course of dealing, course of performance, or usage of the trade or industry standard will be part of this contract. Except as provided in Section 4 herein, any additional or different terms and/or conditions contained in any purchase order or other document issued by Customer, Customer’s agents or representatives, or otherwise relating to the Services to be provided hereunder, will have no force or effect, and will not be binding upon MXR unless otherwise expressly agreed in a writing signed by MXR’s authorized representative.