Purchaser agrees to purchase, and Carl Zeiss Meditec Inc., hereafter referred to as "CZM," agrees to sell, the instruments, supplies, or repair parts described under the following terms and conditions:
1) PRICES AND TAXES
All prices shown are F.O.B. CZM's plant, Dublin, California. Purchaser shall pay all freight and insurance costs. The prices stated herein do not include taxes. Purchaser is responsible for payment of all present and future taxes associated with this purchase, regardless of the source or nature of those taxes, including but not limited to, any sales or excise taxes, and any property taxes assessed after delivery of the equipment to the carrier.
2) TERMS AND METHOD OF PAYMENT
The total price (including applicable sales tax, freight, insurance, etc.) shall be paid in full by a valid credit card prior to shipment.
3) SECURITY INTEREST
CZM hereby retains a purchase money security interest in the equipment herein listed in the amount of the total price, which shall be satisfied by the full performance of all Purchaser's obligations under this Agreement. Purchaser agrees to execute a financing statement suitable for filing with the appropriate state authorities to perfect such security interest.
4) DELIVERY AND RISK OF LOSS
Subject to conditions beyond CZM's reasonable control, delivery shall be made in accordance with the schedule mutually agreed upon by CZM and Purchaser. Risk of loss shifts to Purchaser upon delivery to carrier. Purchaser shall reimburse CZM for any insurance proceeds obtained covering losses associated with delivery the equipment to carrier. Delivery of product(s) is dependent on inventory availability in combination with requested carrier service, not strictly order date.
5) WARRANTY
CZM's warranty with respect to the equipment covered by this electronic transaction is limited to that warranty set forth on the warranty statement enclosed with the equipment when shipped. Supply items carry a 30-day warranty from date of invoice, unless otherwise specified.
6) CONTINGENCIES
CZM shall not be responsible for any failure to perform arising from causes beyond its reasonable control, including, but not limited to, fire, storm, flood, earthquake, explosion, accident, acts of a public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labor disputes, labor or material shortages, embargo, failure or delays in transportation, unavailability of components or parts for machinery used for manufacture of its products, acts of God, acts of the Federal Government or any agency thereof, acts of any state or local government or any agency thereof, and judicial action.
7) ASSIGNS
Purchaser shall not assign or transfer any rights, duties or obligations under this electronic transaction without the prior written consent of CZM, and any attempt to do so may result in voiding the sale, at CZM's option.
8) ENTIRE AGREEMENT
This electronic transaction constitutes the final and complete agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the purchase or sale of the equipment.
9) GOVERNING LAW
Any legal actions initiated under this Agreement must be brought within the State of California, and the County of Alameda. This agreement shall be construed, interpreted, and enforced in accordance with the laws of the State of California without giving effect to principles of conflicts of laws.
10) GOVERNING TERMS
The terms and conditions contained herein shall prevail notwithstanding any variance with the terms and conditions of any order submitted by the Purchaser for the equipment.
11) RETURN POLICY
CZM strives to ensure that Purchasers receive what they ordered. In the event a shipment does not arrive as expected, please contact the appropriate CZM representative to receive authorization for the return. For CZM errors, CZM will replace the item(s) at no additional charge to the Purchaser. For Purchaser errors, where authorization is obtained within thirty (30) days from invoice date, the following shall apply:
1) A refund of purchase price less a 20% restocking fee and less freight and insurance both ways.
2) CZM reserves the right to refuse returns on select supplies: operator manuals; paper; ribbon cartridges; any CD, DVD, VHS tape, floppy disks, or cassettes that have been opened; fuses, bulbs; chinrest papers and covers; and electronic printed circuit boards and assemblies.
12) LICENSE FOR USE OF SOFTWARE
CZM is the owner or licensee distributor of computer software programs and related documentation incorporated into or provided with the products ordered. CZM hereby grants a non-exclusive, non-transferable and non-assignable license to use the software incorporated into the products. The license is granted solely for the use of the Purchaser's own internal computing requirements and does not grant Purchaser any right, title or ownership in the licensed software or its documentation. This license does not include the right to make copies of software, nor to transfer the software or copies from the product to third parties, nor to extract, modify or incorporate any part of the software or source code, without prior written consent from CZM and payment of licensing fees. Purchaser may not reverse engineer, decompile, or disassemble the software. CZM shall have no obligation to supply software upgrades (i.e., new versions or new or in-line releases) except in the case of a separate specific agreement to supply upgrades or payment of applicable fee for upgrades. Acceptance or use of the product ordered hereunder indicates acceptance of the terms and conditions of this license.
