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Mriextras EQUIPMENT PURCHASE AGREEMENT

These “Terms & Conditions” are offered to you by Mriextra, Inc. 7580 Trade St, San Diego, CA 92121, U.S.A. (“Mriextras”).

Acceptance of Terms & Conditions

By purchasing Equipment you agree to be legally bound by all of the Terms & Conditions contained or referenced herein or further specified in your executed Purchase agreement. If you do NOT agree to all of these terms, you should NOT purchase any equipment from Mriextras, Inc.

Modification of Terms

These Terms & Conditions may be changed by Mriextras from time to time, and without actual notice to you, unless you have a separate signed agreement. Any such amended Terms & Conditions shall be effective upon posting. You are advised to regularly review any applicable Terms & Conditions.

Sale

Mriextras agrees to sell (BASED ON AVAILABILITY) and Buyer agrees to purchase from the Mriextras the equipment listed on Equipment Purchase Agreement in accordance with the Terms & Conditions specified herein. Buyer’s ability to acquire financing shall not impact the enforceability of this Agreement, unless specified in the Purchase Agreement. All sales are As-Is, Where Is, UnlessMriextras has agreed to installation, service/or warranty for that particular Purchase Agreement. Please check “Inspection Terms” in terms and conditions if inspection term clause is in the Purchase Agreement of Equipment.

Marketing

Mriextras, Inc. reserves the right to utilize logo’s associated with partners, customers & vendors who have conducted business with Mriextras on all marketing, social media, website and platforms at Mriextras’ discretion. Mriextras also reserves the right to publish testimonials from partners, customers & vendors on all marketing, social media, website and platforms at Mriextras’ discretion. At no time shall any revenue generated from these marketing efforts, testimonials, logos, cross-branding, etc. be due back to partners, customers & vendors. Mriextras shall not need to receive a release from partners, customers & vendors in order to utilize testimonials, logos, etc. however may choose to do so at their own discretion.

Equipment Availability

In the event, that due to circumstances beyond the control of Mriextras, the equipment is not available on the contracted date, then the Mriextras cannot be held liable. In the event the actual equipment quoted is not available, Mriextras reserves the right to void the Purchase Agreement and return any deposits. Mriextras’s obligation under the Purchase Agreement are subject to equipment availability., which shall be determined at Mriextras’s own discretion. The Equipment is being sold as is, where is.

Deposit Terms

Buyer agrees to send an agreed upon deposit to Mriextras within twenty-four (24) hours of the execution of Equipment Purchase Agreement, via bank wire transfer or certified company check. Until a deposit and signed contract is received, the Equipment listed in the Equipment Purchase Agreement is subject to sale.

Inspection Terms

Buyer is strongly urged to inspect the equipment listed in the Equipment Purchase Agreement. Buyer will be given one (1) week from presentation of Equipment Purchase Agreement to arrange to inspect the equipment listed in the Purchase Agreement at a time and place approved through Mriextras. If Buyer elects not to inspect or fails to inspect the Equipment mentioned in the Equipment Purchase Agreement within the time period set forth in the agreement, shall be deemed a waiver of the Buyer’s right to inspection and an acknowledgment that the Equipment conforms to the Agreement. Upon a timely inspection, if Buyer determines that the Equipment fails to conform to the Agreement, Buyer shall notify Mriextras in writing within 24 hours after inspection specifying the non-conformity. Mriextras, at its own discretion may: a) offer an adjustment to the price and/or terms of sale to Buyer, and Buyer’s acceptance of the proposal shall be subject to the terms and conditions of this Agreement unless they are specifically adjusted: or (b) take reasonable steps to bring back the Equipment into conformity with the description in the Agreement, whereupon the parties obligations to complete the transaction under the Agreement will be unchanged; or(c) terminate the Agreement and refund all amounts previously paid to Mriextras by Buyer, subject to any offsets allowed under the Agreement. Non-Response within 24 hours, the Equipment is considered approved and conformed to the agreement by the Buyer. All requests and discussion about logistics, non-conformities, extension, adjustments must be in writing and approved by both parties.Under no circumstances, Buyer can ask for more than the deposit monies with the Mriextras. Upon conclusion of this Agreement, no other obligations or liabilities will exist between the parties under this Agreement. Unless there are warranty, installation and/or other obligations are in the Purchase agreement, the Equipment will become As-Is, Where Is.

Delay

If buyer fails or refuses to take possession of the equipment by an agreed upon date or for than three (3) days after the date such equipment is made available to Buyer, such failure is considered breach of contract by Buyer and Mriextras at it’s option, do any or any combination of the following: (a) charge Buyer reasonable storage fees as a minimum of $450 per month for portable systems, $800 per month for fixed systems and a market price for systems on power and mobile systems with a minimum of $100 per day- Buyer is also responsible for cryogen costs during delays, and appropriate insurance, (b) terminate the agreement, and retain all deposits or other payments made by Buyer to compensate Mriextras for cost associated with Buyer’s breach after 30 days. (b) demand immediate full payment, (c) de-install/remove/pick-up the Equipment at Buyer’s cost, (d) terminate the agreement, and retain all deposits or other payments made by Buyer to compensate Mriextras for cost associated with Buyer’s breach after 30 days. Seller may, but is not required to, sell any equipment identified to the Purchase Agreement to another party to mitigate its damages resulting from Buyer’s breach after 30 days. Any amounts in excess of the purchase Price realized by Mriextras upon sale of such equipment will remain the sole property of Mriextras.

In case, Mriextras has agreed to installation, service/or warranty obligations of any kind and Buyer fails or refuses to provide a room or space specific to OEM ready to accept equipment to be properly installed within thirty (30) days after the agreed on the Purchase Agreement, such failure will give the option to Mriextras to not perform any installation, service and/or warranty obligations, making the sale an As-Is sale. Nothing herein is intended to limit any other remedies available to Mriextras under applicable law as the result of Buyer’s breach of contract.

Installation and Service Agreement

If Mriextras has agreed to perform installation or other services such as service or PM on Equipment, the terms of this section shall apply. Buyer agrees that the site will be ready for installation prior to the delivery date and Equipment available for service/repair. Buyer agrees to reimburse Mriextras for the costs of any and all delays of the installation or services not caused by Mriextras or Mriextras’s agents, costs including but not limited to: (a) a minimum of $2,500 per day per each person that Mriextras and Mriextras agents are deployed but unable to work to complete the installation, and a minimum of $250 per hour for service and repair completion; (b)all travel rated at $100 per hour and cost associated with having to redeploy Mriextras or Mriextras agents; (c) Any additional transportation and storage charges for the Equipment if applicable and (d) any additional charges for requested return trips as well as legal and scheduling fees if apply. Buyer agrees to provide a qualified representative to certify the condition or availability of the work to be performed which meets the criteria of the Purchase or Service Agreement. If Buyer fails to provide a qualified representative or fails to provide Mriextras with written notice of a problem with 72 hours, the Buyer agrees to conclusively waive any claims arising from the service and/or installation. Any warranty or service coverage will be null and void, if installation or service is delayed for any reason other than Mriextras’s delay and the Equipment at Buyer’s site. Buyer is responsible for all Network connections to the equipment. Buyer is required to provide a qualified person familiar with the network configuration for the facility to work in conjunction with the installing engineer. Network connectivity will be tested by transmitting images over the Buyer’s Network. Subsequent service call for network issues will be extra charges to Buyer.

Disclaimer of Warranties

There are no express or implied warranties, including but not limited to any warranty regarding the accuracy of Equipment specifications or operability, nor are there any warranty of merchantability or fitness for a particular purpose. Mriextras will not be held responsible for any licensing agreements/transferring of OEM software.

“First Scan Warranty” means that the Equipment shall operate at or above manufacturer’s specifications for image quality and performance at the time of delivery subject to Buyer’s obligations in this Agreement; however, this is not a warranty of future performance. Any other express warranty or service coverage contained in the Agreement is Limited and controlled by the then current Service Terms and Conditions of Accessories for MRI parts and Services.

Confidentiality

The Terms & Conditions of your agreement are confidential and shall not be disclosed except as necessary to the performance of this agreement or as required by law. Mriextras’s communications with prospective purchasers are to be handled exclusively through Mriextras unless otherwise directed by Mriextras in writing. Mriextras agrees to limit any discussions during inspection or in the course of due diligence to technical or logistical issues, and further expressly agrees to NOT discuss any financial issues with prospective purchasers. All discussions regarding technical issues, extensions and course of due diligence has to be in writing and agreed by both parties.

Dispute Clause

All sales transactions are governed by California law. Any disputes arising out of or related to sales of equipment shall be brought exclusively in the state or federal courts located in San Diego, California. The parties consent and submit to personal jurisdiction and venue in the state or federal courts located in San Diego, California.
If Mriextras is required to institute legal proceedings to collect any sums due as a result of sales transaction, the prevailing party in any such proceeding shall be entitled to recover its reasonable attorney fees and costs incurred.

Severability

If any term, provision, covenant, or condition of the Agreement, or the application thereof, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and not invalidated, and application of such provision(s) to persons, entities, or circumstances shall be interpreted so as best to reasonably effect the intent of the Parties.

Due Dates

Due dates are as defined in the quotation. In the event that Buyer fails to meet payment deadlines by more than 10 days, Buyer forfeits any moneys paid along with all claim or title in Equipment. Past due accounts are subject to a service charge of 1.5% per month, or the maximum allowed by law, whichever is less. In the event that the unpaid balance goes to collections, Buyer will responsible for all collections costs, including but not limited to attorney fees. If for any reason a check is returned for insufficient funds there will be a charge of $250.00 per returned check. Should the need arise, Buyer will also be responsible for court costs, attorney’s fees and other reasonable costs associated with the liquidation of merchandise. All certified funds payments are payable to Accessories for MRI Incorporated care of Sunny Tabrizi at 7580 Trade St, San Diego, CA 92121.

Full Payment

If full payment is not received by specified date, Mriextras has the right at its discretion liquidate said Equipment to recover any lost revenue and expenses incurred during the transaction after 30 days of non-payment. The contract will become null and void if the circumstance occurs.

Prior Sale

Equipment shall be subject to prior sale and the agreement shall in no way be binding upon Mriextras until the required down payment and signed Quotation is received and accepted by Mriextras. Acceptance is defined as being signed by Mriextras and Buyer.

Headings

The headings of the sections of the Terms & Conditions are used for convenience purposes only and shall not constitute a part hereof or affect in any way the meaning or interpretation of the Terms & Conditions.

 

GENERAL

TERMS & CONDITIONS

Confidentiality

The Terms & Conditions of your agreement are confidential and shall not be disclosed except as necessary to the performance of this agreement or as required by law. Mriextras’s communications with prospective purchasers are to be handled exclusively through Mriextras unless otherwise directed by Mriextras in writing. Mriextras agrees to limit any discussions during inspection or in the course of due diligence to technical or logistical issues, and further expressly agrees to NOT discuss any financial issues with prospective purchasers. All discussions regarding technical issues, extensions and course of due diligence has to be in writing and agreed by both parties.

Headings

The headings of the sections of the Terms & Conditions are used for convenience purposes only and shall not constitute a part hereof or affect in any way the meaning or interpretation of the Terms & Conditions.

Expenses

Except as otherwise specifically provided herein, each party to the Agreement shall pay its own expenses (including the fees and expenses of their representatives, inspections, travel, accountants and counsel) incidental to the preparation and carrying out of the Agreement, and the consummation of the transaction set forth herein. Buyer will also assume all liability and physical damage costs associated with the sale of the Equipment.

Waiver

Failure by a party to assert its rights upon any default of the Agreement shall not be deemed a waiver of such rights, nor shall any waiver be implied from the making of any payment hereunder.

Dispute Clause

The parties agree to submit any and all disputes arising out of or relating to the interpretation, enforcement, performance or breach of the Agreement to binding arbitration before a single arbitrator in San Diego, California with Judicate West or an alternative experienced arbitrator of Accessories for MRI’s choosing. The arbitrator shall have the authority to order reasonable discovery upon application of a party for good cause shown. The arbitrator shall also have discretion to award reasonable attorney’s fees and costs to the prevailing party. Judgment may be entered upon any award in arbitration in any court of competent jurisdiction. However, if the matter may be brought to small claims, then the parties agree to bring the suit before the Superior Court of California, County of San Diego, Small Claims Court.

Governing Law

The laws of the State of California shall govern the validity, performance, and all matters relating to the interpretation and effect of the Agreement and any amendment hereto.

State & Federal Compliance

The Buyer is solely responsible for compliance with all state and federal requirements for sales/state taxes, shielding, licensing and registration, as applicable. Buyer is responsible for any software licensure required by the original equipment manufacturer.

Offsets

Accessories for MRI shall have the right to deduct monies owed from invoices to clients. Client shall not have any offset rights against Mriextras.

Misc.

The sale price is in US Dollars and does not include applicable sales or state taxes, which are the responsibility of the BUYER. The Equipment is being sold as is, where is. BUYER agrees to purchase the Equipment described above and by signature indicates acceptance in its entirety of all Terms & Conditions set forth in the Equipment Purchase Agreement and the attached Purchase Agreement Terms and Conditions. BUYER ‘s acceptance acknowledges that the BUYER has read, fully understands, and is in agreement with the conditions set forth in the Purchase Agreement and the attached Purchase Agreement Terms and Conditions and the information contained therein.