RF Shielding Terms and Conditions of Sale

1. EXCLUSIVE TERMS OF SALE
   The goods, materials and services described in the quotation ("Quotation") to which these terms and conditions ("Terms and Conditions") are attached or to which they apply are offered to Customer by Nationwide Imaging Service, Inc., an MXR Imaging, Inc. (individually or collectively, "Seller") exclusively on the terms and conditions set forth on the face of the Quotation and supersede all other prior agreements. No addition of modification will be binding unless mutually agreed to in writing. Unless otherwise stated, prices quoted are valid for thirty (30) days from the date of the Quotation.
2. CHANGES, CANCELLATIONS
   Signed Quotations and/or Purchase Orders issued by Customer are not subject to changes or cancellation by Customer except with Seller's written consent. Cancellation charges will apply.
3. PRICES AND PAYMENT TERMS
   The price for the Goods and Services, including but not limited to, materials and products shall be as set forth in the Quotation ("Price"). Prices do not include sales, use or excise taxes, duties or transportation unless otherwise noted in the Quotation. Payment terms are Net 30 days upon receipt by Customer of an invoice from Seller unless otherwise stated in the quotation.
   • 45% upon receipt of quote or signature of this Agreement plus freight;
   • 45% prior to shipping;
   • 10% Completion of Job.
4. DELIVERY
   Delivery terms for all purchases are understood to be FOB destination, unless otherwise specified in the accepted Quotation. Except for any warranty obligations specifically identified herein, risk of loss passes to Customer upon delivery. Customer shall have risk of loss in transit only in cases where shipment is made FOB Seller's or manufacturer's shipping point.
5. INSURANCE
   If Seller is providing installation or other services to be provided at a Customer location, Customer shall provide general liability insurance in the amount of $1,000,000 per occurrence/$2,000,000 in the aggregate. Customer also will provide insurance to cover all risk of loss, theft or damage to the goods/materials in amounts equal to the full replacement cost of the goods/materials, by Insurance carriers acceptable to Seller. This requirement will remain in effect until the goods/materials has been installed and Customer has made payment in full.
6. RF CEILING PANELS
   For highest RF attenuation available all RF seams are constructed using a 1-3/4” wide compliant material bolted on 8” centers. The RF ceiling panels are supported either by external or internal wood or steel beams (max room width for use of the beams is 20’) or tension rods hung from the parent structure overhead. All interior wall framing and utility items can be attached to the interior surface of the shield. It is Customer’s responsibility to ensure a clear area above and if not remove any item that will interfere with the placement of the support beams.
7. RF FLOOR FOUNDATION
   The Customer will be responsible for the flooring to be properly prepared to accept the RF flooring system. The floor shall be finished flat to the requirements of the magnet manufacturer.
   1. ) Should floor not meet manufacturers requirements, additional Customer responsibilities may include:
      1. The parent slab must be level to at least the minimum requirements of the magnet manufacturer or as stated in the RF shield submittal plans.
      2. If leveling is required, the Customer is responsible for leveling.
      3. The installation of magnetic floor shielding may require additional preparation and/or modification to the floor slab, all slab preparation and modifications are by the Customer.
   2. ) Note for Magnetic Shielding: If silicon steel is required on the floor, an additional floor depression in the area to receive the silicon will be required to accommodate the Shielding system.
   
   Remobilization fees will apply if floor does not meet criteria stated above
8. SITE READINESS REQUIREMENTS
   Customer shall be responsible for the structural integrity and the clean, asbestos-free and safe status of the work area and structure in which Seller will perform any services and deliver or install any Products. Some installation may involve welding or the use of materials which necessitate ventilation for safety, in which case Customer shall provide adequate ventilation and assure that the project area is free and clear of debris, dirt and obstruction. Customer shall provide at its sole expense, temporary lighting and power for the operation of hand tools and welding equipment, if necessary, and an accessible dumpster for the disposal of debris. Seller shall clean up any materials, debris or obstructions created by Seller. Installation of the Products by Seller is based upon Seller's access to the site and the perimeter of the project site, together with an adequate amount of weather-tight storage space on the project site. Any additional labor and/or travel time required due to delays resulting from the condition and/or site readiness of the installation location(s), or any other cause(s) which are not within the scope of Seller's installation responsibilities will be billed accordingly at the Sellers then prevailing rates, including but not limited to, travel expenses for rescheduling a return visit to perform under the terms of the Agreement.
9. INSTALLATION
   1. ) The installation price quoted includes only those services specifically described in the Quotation.
   2. ) Any additional labor and/or travel time required due to delays caused by the Customer will be billed accordingly at the Sellers then prevailing rates, including but not limited to, travel expenses for rescheduling a return visit. Any overtime incurred by Sellers employees in respect to additional time required for the aforementioned delay(s) experienced, as well as any extra labor or overtime work performed at the request of Customer will be invoiced to Customer.
   3. ) Any material costs in excess of standard installation services not specifically stated in the quotation will be invoiced to Customer.
   4. ) Unless explicitly stated in the Quote, Seller is not responsible for the removal and disposal of old equipment/fixtures.
   5. ) Seller offers no warranty and assumes no liability for the fitness or adequacy of the premises (or the utilities available at the premises) into which the goods/services is to be installed, used, or stored.
   6. ) Customer agrees to indemnify, defend, and hold seller harmless against any loss, damage, or claim arising out of the condition of such premises (or utilities).
10. CUSTOMER DEFAULT
    If Customer does not pay any amount when due or does not meet any of its other obligations hereunder, then (in addition to any other remedies available at law or in equity) Seller may:
    1. ) accelerate any balance due and require immediate payment thereof,
    2. ) cease any and all work under this or any other contract with Customer (including without limitation providing service for the goods/services),
    3. ) repossess the goods/services,
    4. ) file a UCC lien on any of the products which Customer has not made payment in accordance with the payment terms specified on the proposal
    5. ) charge Customer for all costs incurred by Seller in repossessing, removing, transporting, reconditioning, storing and reselling goods/services.
    
    In any action initiated to enforce the terms of this Agreement following Customer's default, Seller shall recover as part of its damages, all costs, expenses, and attorney fees incurred in connection with such action.
    
    Until Customer has paid in full for the goods/services, Customer will keep the goods/services free and clear of all claims, liens, security interests or other encumbrances. Customer will not in any other manner attempt to dispose of the goods/services or, without Seller's written consent, remove the goods/services from the installation site until Customer has paid in full for the goods/services.
11. GENERAL EXCEPTIONS
    1. ) Seismic connections: Seller does not provide nor engage in the general mounting or seismic mounting of any item, device, system or unit not directly manufactured and installed by Seller.
    2. ) Structural attachments: The Customer or his agent(s) will be responsible for providing and the installation of any and all attachment points/devices necessary to allow for transfer of the applied load of the shield materials and Customer furnished interiors inclusive of sprinkler lines to the building structure. The type and quantity of the attachment points/devices must meet all local, seismic, and or OSHPD (California only) requirements and the approval of Seller. Seller will be responsible for the transfer of the shield load, using appropriate methods, to the Customer’s furnished attachment points/devices. The design and installation of typical or seismic supports of sprinkler lines is the sole responsibility of the Customer. Seller will provide threaded RF attachments through the RF shield ceiling frames with a threaded external dielectric connector for use by the sprinkler or other trades for load bearing connections through the RF shield.
    3. ) Specifications: Seller takes exception to all sections of the specifications that differ from our standard all copper RF shielded enclosure systems used for MRI applications.
12. SPECIFIC EXCEPTIONS
    This proposal does not include:
    1. ) Any provisions for the installation of magnetic shielding unless otherwise noted.
    2. ) Structural wall and ceiling support for magnetic shielding.
    3. ) In-fill concrete structural slab.
13. GENERAL CONDITIONS
    1. ) Wood Products: It is the responsibility of the Customer to identify to Seller if wood products are allowed by the local fire codes for installation within this project. Seller will bear no liability for additional expenses incurred if not so notified of the restriction in the use of treated wood products.
    2. ) Fire Rated RF Doors: If this facility requires the installation of a fired rated door at the location of the RF shielded door unit the customer must so notify Seller. of this requirement. Seller will bear no liability for additional expenses incurred if not so notified of the need for a fire rated door unit.
    3. ) Working hours: Prices quoted reflect open shop, normal, first shift, working hours (8am - 6pm), Monday – Friday unless otherwise stated. Overtime work maybe preformed at the discretion of Seller's installation manager. Seller crews normally work after hours and weekends to expedite the installation of the shield. If there are restrictions that will prevent our crew from working after hours please inform us of the restrictions. Restricting the available working hours will both increase the cost and installation time of the RF shield. The quoted price does not account for additional monies to pay the premium hours for a contractor representative to be on site during afterhours work.
    4. ) Structural shoring: Seller will not be responsible for the structural shoring, reinforcement or other structural alterations necessary to unload, transport to the site of the work, or installation of the work. This is inclusive of all shielding materials or the necessary equipment to move and/or erect same.
    5. ) Temporary utilities: The Customer or the General Contractor shall be responsible for providing all necessary temporary lighting and electrical power. To include AC power for at least two welding machines (100a/208v) when necessary.
    6. ) Site Access: Seller shall be given free and clear access to the site of our work. It shall be the responsibility of the owner or his agents to prepare adequate site access and coordinate the activities of other trades within the area of our work.
    7. ) Building permits: All local and/or state building permits are the responsibility of the owner or his agents
    8. ) Tests and inspections: Seller shall not be responsible for the cost of any and all materials testing and inspections, other than RF testing of the enclosure. The Customer shall retain all inspections and testing services.
    9. ) Trade coordination: Coordinated work such as but not limited to: foundations, structural steel, fire proofing, insulation, exterior pre-cast, weather proofing, building inspections, etc. shall be completed to the extent that they will not affect the orderly completion of Seller’s work.
    10. ) Weather proofing: The work site MUST be completely weather proof prior to the delivery or installation of any shielding materials.
    11. ) Crane requirement: The site of the work is located at the ground floor level. The use of a crane to move RF shield materials is typically not necessary. This proposal DOES NOT include the cost of a crane to place shield materials to the site of the work.
    12. ) Materials staging: This proposal assumes that all delivered materials will be staged in secured and weatherproof areas immediately adjacent to the site of our work. If this is not possible the Customer may incur additional charges
    13. ) Fire proofing: Seller shall not be responsible for the removal or reinstallation of any fire proofing materials. Asbestos abatement of any kind will be the sole responsibility of the owner or his agents.
    14. ) Finishes: The removal of any interior or exterior building finishes, glazing, or architectural surfaces shall be the responsibility of the owner or his agents.
    15. ) Final plan review: The quoted price is subject to change once approved architectural building plans and magnetic goods/services plans are made available for final review.
14. WARRANTY
    1. ) Seller provides specific warranties with respect to goods/services it manufactures. Other goods/services are covered by warranty terms extended by the manufacturers or suppliers of such goods/services. Warranty details are provided in the Quotation or are available from Seller upon written request. Customer's sole source of warranty for goods/services manufactured/supplied by persons other than Seller or its affiliates, if any, is the original manufacturer/supplier warranty.
    2. ) Seller will provide a 1-year warranty on any components fabricated by Seller such as doors, RF waveguides, RF pipe penetrations, and/or electrical filters, as well as a 5-year warranty on the RF shielding system (RF Cabin) operating within conformance. Warranties will begin on the date of final testing and acceptance of the RF Cabin.
       1. The RF door and power filters are warranted for a period of one (1) year from the date of final RF Test from defects in material, operation or workmanship.
       2. No agent, employee or representative of MXR Imaging Inc. has any authority to bind MXR Imaging to any affirmation, representation or warranty concerning the goods that are the subject of this quotation beyond that specifically included in the written quotation.
    3. ) Seller warrants that services provided hereunder shall be free from defects in workmanship under normal use and service for the warranty period specified on the Quotation.
    4. ) Seller's warranty does not apply to consumable materials, unless specifically stated in the Quotation, nor to products or parts thereof manufactured by Customer. Preventative or routine maintenance is specifically excluded for the goods/services sold under this Agreement, and is not included under the warranty.
    5. ) The warranties referenced in this section are given expressly in lieu of any other warranties, express or implied, and all other warranties are hereby disclaimed, including without limitation any warranty of merchantability or fitness for a particular purpose or use, on the part of Seller. Seller neither gives nor assumes (nor has seller authorized any person to give or assume for it) any other warranty or liability in connection with the goods/services. In the event of any breach of the manufacturer's or supplier's warranty, Seller's sole obligation shall be to provide the warranty service described above.
15. EXCLUSIONS
    The foregoing warranties are exclusive and in lieu of all other warranties, whether written, oral, express, implied, or statutory. EXCEPT AS EXPRESSLY STATED ABOVE, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, WITH RESPECT TO THE PRODUCTS, OR ANY PARTS OR LABOR FURNISHED DURING THE SALE, DELIVERY OR SERVICING OF THE PRODUCTS.
    Seller’s warranty does not cover any defect or performance deficiency (including failure to conform to product descriptions or specifications) which results, in whole or in part, from:
    1. ) Storage or handling of the product by Customer, its employees, agents, or contractors which is negligent or is not in accordance with Seller’s instructions or recommendations,
    2. ) Failure of Customer to prepare the site and to provide an operating environmental condition in compliance with any applicable instructions or recommendations of Seller,
    3. ) Absence of any product, component, or accessory recommended by Seller but omitted at Customer’s direction,
    4. ) Any design, specification, or instruction furnished by Customer, its employees, agents or contractors and not expressly agreed to in writing by Seller,
    5. ) Any alteration of the product by persons other than Seller,
    6. ) Combining Seller’s product with any product furnished by others,
    7. ) Combining incompatible products of Seller,
    8. ) Interference with the radio frequency fields due to conditions or causes outside the product as furnished by Seller,
    9. ) Improper or extraordinary use of the product, or any alteration of the product by persons other than Seller or Seller’s authorized agent as approved in writing,
    10. ) Failure to comply with Seller’s operating instructions or recommendations, or
    11. ) Acts of God, acts of civil or military authority, fires, floods, strikes or other labor disturbances, war, riot, or any other causes beyond the reasonable control of Seller.
    
    This warranty does not cover:
    1. ) Defects caused by normal wear and tear or deterioration, including, but not limited to, ESAs and contact fingers or replacements, unless loss is caused by a defect in material or manufacturing workmanship otherwise within the scope of this warranty, or
    2. ) Removal and reconstruction of walls, partitions, ceilings and other facility costs arising from repair or replacement of the product or parts thereof by Seller under the warranty. Seller does not warrant products of others which are not included in Seller’s published price lists for shielding products and systems supplies and accessories.
16. CUSTOMER’S REMEDIES
    Seller’s sole liability for any breach of warranty shall be, at Seller’s option, to repair or replace, or to refund the purchase price of, the defective or nonconforming product or part or parts thereof.
    Warranty service during the applicable warranty period will be performed without charge to Customer only within the contiguous 48 United States during Seller’s normal business hours. Subject to the availability of personnel, after-hours service is available upon request at an additional charge. For service outside the contiguous 48 United States, travel and per diem expenses, when required, shall be the responsibility of the Customer. Any services performed after the warranty period will be at Seller’s prevailing service rates.
    The remedies set forth herein are conditioned upon Customer promptly notifying Seller within the applicable warranty period of any defect or nonconformance and making the product available for correction. Written authorization must be obtained from Seller prior to the return of any product for any reason, including for repair, replacement or credit. Customer must pay all freight charges for the return of any product as well as for shipment of any replacement product to Customer.
    The preceding paragraphs set forth Customer’s exclusive remedies and Seller’s sole liability for claims based on failure of the products to meet any warranty, whether the claim is in contract, warranty, tort (including negligence and strict liability) or otherwise, and however instituted, and, upon the expiration of the applicable warranty period, all such liability shall terminate. IN NO EVENT SHALL SELLER BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING, ASSEMBLING, USE OR LOSS OF USE OF THE PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED WITHOUT SELLER’S WRITTEN CONSENT DESPITE ANY NEGLIGENCE ON BEHALF OF THE SELLER AND REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT SHALL THE TOTAL AMOUNT OF SELLER’S LIABILITIES UNDER THIS WARRANTY AND ANY OTHER CLAIM BY CUSTOMER EXCEED THE PURCHASE PRICE OF THE PRODUCT IN RESPECT OF WHICH DAMAGES ARE CLAIMED. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE FOREGOING EXCLUSIONS AND LIMITATIONS ARE AN ESSENTIAL BASIS OF SELLER’S BARGAIN WITHOUT WHICH SELLER WOULD NOT BE WILLING TO MAKE THE PRODUCTS AVAILABLE TO CUSTOMER.
    This Agreement shall be governed by, construed and enforced in accordance with the laws of the State New Jersey, United States of America. Jurisdiction and venue for the adjudication of any actions will solely lie in the state or federal courts in the State of New Jersey. The parties agree that, except to seek injunctive relief to prevent a breach of confidentiality 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 at their own election, if they mutually agree to hold a non-binding mediation privately without a mediator to fulfill this alternative dispute resolution provision.
17. DISCLAIMERS AND LIMITATIONS ON LIABILITY
    1. ) Seller and its officers, directors, employees, agents and subcontractors shall have no liability for any consequential, incidental, punitive or special damages of any kind by reason of any negligent act or omission or arising out of or in connection with the goods/services or its (or their) sale, delivery, installation, maintenance, operation, performance or use.
    2. ) In no event shall Seller's liability exceed the purchase price of the goods/services with respect to which a claim is made (or the installation price if a claim is made with respect to installation work) regardless of whether such claim is brought at law or in equity, and regardless of whether such claim is brought under contract, breach of warranty, tort or any theory of law or equity.
18. FORCE MAJEURE/SHORTAGE
    Seller shall not be liable for any delay or default caused by events beyond its control, including but not limited to any acts of God, acts of third parties, acts of Customer (or any of the Customer's employees, agents or representatives), acts of civil or military authorities, fire, floods, and other similar or dissimilar natural causes, riots, wars, sabotage, vandalism, embargoes, labor disputes, strikes, lockouts, epidemics, pandemics, quarantines, unavailability of water, transportation, labor, materials, supplies, fuel, or power, delays in receiving any permits or licenses, delays caused by any laws, regulations, proclamations, ordinances, or any government action or inaction, delays caused by contractors and subcontractors, and any other cause or condition beyond Seller's control. The time for performance of Seller's obligations hereunder shall be extended for a commercially reasonable period of time in the event of any delay or default for such case(s).
19. MISCELLANEOUS
    1. ) These Terms and Conditions are to be interpreted and enforced under the laws of the State of New Jersey without regard to principles of choice of law. The invalidity of unenforceability of any provision hereof will not affect any other provision, and all Terms and Conditions will be construed in all respects as if any such invalid or unenforceable provision(s) were omitted.
    2. ) Documentation of the installation, training, or service of goods/services quoted, whether by photography or videography may be taken. Any such documentation is the property of Seller and may be used for training and/or marketing purposes. If Seller uses any such documentation for training and/or marketing, Seller will maintain HIPAA compliance and make sure no patient or Customer facility information is visible.
    3. ) Any drawings, data, designs, workflow processes, implementation strategies, or other technical information supplied by Seller to Customer in connection with the sale of the Products are confidential
    4. ) l ("Confidential Information") and will be held in strict confidence by Customer. Confidential Information will not be reproduced or disclosed to others without Seller's prior written consent.
    5. ) The Quotation and these Terms and Conditions may not be assigned by Customer, in whole or in part, without the prior written consent of Seller.
    6. ) In the event of conflict between these Terms and Conditions and the Quotation, the terms of the Quotation will control.
    7. ) Seller cannot be held liable for any goods or services recommended by MXR or its employees which are provided by businesses other than Seller.

F72-0E | RF Shielding Terms Conditions of Sale | Rev. A | Remit to: SALES | Effective: 9-18-2023