Terms & Conditions of Sale

• 1. Acceptance 

  No order placed with Loh Medical shall be considered as accepted until officially acknowledged by Loh Medical. Except as otherwise agreed to in writing by Loh Medical and Purchaser, the following sets forth all of the terms of the purchase and sale of goods, as hereinafter defined, between Loh Medical and Purchaser and supersedes all prior agreements, offers, representations and negotiations between them to the extent that they conflict with or are in addition to the terms contained herein, this being intended as a final expression and complete and exclusive statement of the terms of the agreement.

  No order may be canceled or altered by the Purchaser except on terms and conditions acceptable to Loh Medical, as evidenced by Loh Medical's written consent. Any goods returned shall be subject to restocking and reconditioning charges. Authorized returns shall be shipped Duty Paid to Loh Medical's facilities in Pennsylvania.

• 2. Delivery and Delay 

  All quoted delivery dates and/or periods are approximate. The delivery periods shall commence when Loh Medical shall have acknowledged receipt of complete specifications and/or applicable documents required to effect shipment, such as letter of credit, import license, exchange permit, shipping instructions, pre-payment, etc. Risk of loss or damage in transit shall pass to the Purchaser at the point where Loh Medical has fulfilled its obligations under the shipping term specified in this contract, as described in INCOTERMS 2020 (published by the International Chamber of Commerce). 

  Loh Medical reserves the right to make delivery in installments, unless otherwise expressly stipulated in this contract; and all such installments, when separately invoiced, shall be paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve the Purchaser of its obligations to accept and pay for remaining deliveries.

  Claims for shortages or other errors must be made in writing to Loh Medical within ten (10) days after receipt of shipment, and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by the Purchaser.

• 3. Descriptive Literature and Substitutes 

  Catalogs, product brochures, photographs, and other illustrations are a general representation of the products offered but shall not be taken as precise and shall not form part of this contract. Loh Medical reserves the right to make changes in design, specifications, or materials which in Loh Medical's opinion are an improvement or necessary because of priorities or regulations established by governmental authority or nonavailability of materials from suppliers.

• 4. Price and Payment 

  Unless otherwise agreed in writing by the parties, all prices are quoted, and all payments shall be made by Purchaser, in U.S. Dollars. Prices are in U.S. Dollars and do not include import tariffs, taxes, custom brokerage fees, port charges, transportation costs or other import costs. Handling and freight fees may apply. Payment terms are "prepay" unless otherwise stipulated in writing by the parties. No product will be delivered until payment is received. No discount is offered for early payment when credit terms are made available by Seller. Depending on the method of payment, a 10% processing fee may be applied. Payments not received when due shall bear interest from date of shipment until paid in full.  No unauthorized returns will be accepted. A restocking fee will be assessed for authorized returns.

• 5. Taxes and Other Charges 

  Any manufacturer's tax, occupation tax, use tax, sales tax, excise tax, value-added tax, duty, custom, inspection or testing fee, or any other tax, fee, or charge of any nature whatsoever imposed by any governmental authority on the transaction between Loh Medical and the Purchaser shall be paid by the Purchaser in addition to the prices quoted or invoiced. In the event the Loh Medical is required to pay any such tax, fee, or charge, the Purchaser shall reimburse Loh Medical therefor.

• 6. Export Packing and Documents 

  Prices include Loh Medical's standard commercial export packing which will vary depending on the mode of transportation. The Purchaser shall bear any additional expenses required to satisfy the Purchaser's specifications. No shipping containers may be returned to Loh Medical unless such return is accepted in advance by Loh Medical in writing and unless all return freight is prepaid by the Purchaser.

• 7. Warranties 

  Loh Medical warrants equipment and parts manufactured by it and supplied hereunder to be free from defects in materials and workmanship for a period of twelve (12) months from date of shipment. If within such period any such equipment or parts shall be proved to Loh Medical's satisfaction to be defective, such equipment or parts shall be repaired or replaced at Loh Medical's option. Loh Medical's warranty obligations shall be limited to the parts required for such repair or replacement. Labor shall be the Purchaser's responsibility. Loh Medical must receive written notice of any alleged defect within ten (10) days after its discovery and, at Loh Medical's option, return of such products to the location specified by Loh Medical, Duty Paid. This warranty shall not apply to equipment or parts not manufactured by Loh Medical or to equipment or parts which shall have been subject to negligence, accident, commercial use damage by circumstances beyond Loh Medical's control, or improper operation, maintenance, or storage, or to other than normal use or service. With respect to equipment and parts not manufactured by Loh Medical, the warranty obligations of Loh Medical shall in all respect conform and be limited to the warranty extended to Loh Medical by its supplier.

  THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. This exclusive remedy shall not be deemed to have failed its essential purpose so long as the Loh Medical is willing and able to replace defective parts or issue a credit to the Purchaser within a reasonable time after the Purchaser proves to Loh Medical that a defect is involved.

• 8. Exclusion of Consequential Damages and
  Disclaimer of Liability 

  Loh Medical's liability with respect to breaches of warranty shall be limited as provided in Paragraph 7 hereof. With respect to other breaches of this contract, Loh Medical's liability shall in no event exceed the contract price. LOH MEDICAL SHALL NOT BE SUBJECT TO AND DISCLAIMS: (1) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY; (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY LOH MEDICAL, OR ANY UNDERTAKINGS, ACTS, OR OMISSIONS RELATING THERETO; AND (3) ALL CONSEQUENTIAL, INCIDENTAL, AND CONTINGENT DAMAGES WHATSOEVER. Without limiting the generality of the foregoing, Loh Medical specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages, damages for lost profits or revenues, loss of use of products or any associated equipment, cost of capital, facilities, or services, downtime, shutdown, or slowdown costs, spoilage of material, or for any other types of economic loss.

• 9. Technical Information 

  Any sketches, models, samples, or designs submitted by Loh Medical shall remain the property of Loh Medical and shall be treated as confidential information unless the Loh Medical has in writing indicated a contrary intent. No use or disclosure of such sketches, models, and samples, or any design or production process or techniques revealed thereby, shall be made without the express written consent of the Loh Medical.

• 10. Dispute Resolution 

  This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, U.S.A. Final judgment obtained against the Purchaser (certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness therein described) in any such action, suit, or proceeding shall be conclusive and enforceable by suit on such judgment in the courts of any and all jurisdictions in which the Purchaser is located or its assets may be found.

• 11. Export Control 

  This Agreement is subject to United States export laws and regulations controlling the export, re-export, and resale of the Products (collectively, "U.S. Export Controls"). Loh Medical acknowledges and agrees to be responsible for compliance with these U.S. Export Controls and to not engage in any course of conduct that would be in violation of the U.S. Export Controls.

• 12. Force Majeure 

  Loh Medical shall not be liable for any loss or damage as a result of Loh Medical's delay in or failure of delivery due to (i) any cause beyond Loh Medical's reasonable control; (ii) any act of God, act of the Purchaser, embargo or other governmental act, authority, regulation or request, fire, theft, accident, strike, slowdown, or other labor disturbance, war, riot, delay in transportation; (iii) inability to obtain necessary labor, materials, components, supplies, or facilities; or (v) inability to obtain necessary export licenses, import licenses, exchange permits, etc. Should any of the aforementioned events of force majeure occur, Loh Medical, at its option, may cancel the Purchaser's order with respect to any undelivered goods or extend the delivery date for a period equal to the time lost because of delay. Notice of such election shall be given promptly to the Purchaser. In the event Loh Medical elects to so cancel the order, Loh Medical shall be released of and from all liability for failure to deliver the goods, including, but not limited to, any and all claims on behalf of the Purchaser for lost profits, or for any other claim of any nature which the Purchaser may have. 

• 13. Separability 

  If any provisions of these Terms and Conditions of Sale supplemented as provided herein shall be deemed illegal or unenforceable, such illegality or unenforceability shall not effect the validity and enforceability of any legal and enforceable provisions hereof which shall be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of these Terms and Conditions.