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, 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 2010 (published by the International Chamber of Commerce, Paris, France). Purchaser shall grant, and by acceptance of the goods shall be deemed to have granted, to Loh Medical a first security interest and charge in all goods to secure payment of the purchase price and other amounts owing by the Purchaser and performance of all the Purchaser's obligations under this contract of sale. Loh Medical may reclaim any goods delivered to the Purchaser or in transit if the Purchaser shall fail to make payments when due.

  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 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, destination port charges or other import costs. Handling fees may apply. Payment terms are "prepay" unless otherwise stipulated in writing by the parties. 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. See the product owner’s manual for warranty details. No unauthorized returns will be accepted. A restocking fee will be assessed for authorized returns.

• 5. Taxes and Other Chargess. 

  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 or measured by 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 whether shipment is made by air or ship. 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 such repair or replacement, shall be Purchaser's exclusive remedy hereunder, and shall be conditioned on Loh Medical's receiving written notice of any alleged defect within ten (10) days after its discovery and, at Loh Medical's option, return of such products to Loh Medical's factory, 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 products 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. 

  10.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, U.S.A. The parties hereby expressly exclude the applicability of the United Nations Convention for the International Sale of Goods if the same would otherwise apply hereto. Such exclusion shall include the United Nations Convention on the Limitation Period in the International Sale of Goods. The parties hereto irrevocably agree that any legal action or proceeding with respect to this Agreement shall be brought exclusively in the courts of the Commonwealth of Pennsylvania, U.S.A., or in the courts of the United States located in Pennsylvania; provided, however, that any such action or proceeding by the Loh Medical against Purchaser may also be brought in any court of competent jurisdiction where Purchaser or any of its assets may be located. By the execution and delivery of this Agreement, Purchaser irrevocably submits to the jurisdiction and venue of such courts, and agrees that service in any such action or proceeding may be made in any manner authorized by such courts. 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.

  10.1.1 Notwithstanding the foregoing, any dispute, controversy or claim arising out of or relating to this Agreement, or to a breach thereof, including its interpretation, performance or termination, may, at the Loh Medical's sole discretion and election, be referred to and finally resolved by arbitration as provided in this subsection 10.1.1. Such arbitration shall be conducted in English and in accordance with the rules of the International Chamber of Commerce, which shall administer the arbitration. The arbitration shall be conducted by an arbitrator mutually agreed upon by the Loh Medical and the Purchaser or, if they cannot agree on an arbitrator, the arbitrator shall be chosen by the president of the International Chamber of Commerce. Such arbitration, including the rendering of any award, shall take place in Scranton, Pennsylvania, and shall be the exclusive forum for resolving such dispute, controversy or claim. For the purposes of such arbitration, the provisions of this Agreement and all rights and obligations thereunder shall be governed and construed in accordance with the laws of Pennsylvania. The decision of the arbitrator(s) shall be binding upon the parties hereto, and the expense of the arbitration, including, but not limited to, the award of attorneys' fees, shall be paid as the arbitrators determine. The decision of the arbitrators shall be executory, and judgment thereon may be entered by any court of competent jurisdiction.

  10.2 Language. The English text of this Agreement and all documents and instruments delivered in connection herewith shall be deemed to be the authoritative version(s) and will be controlling for all purposes. All notices and communications under this Agreement and all technical materials, documents and reports shall be in the English language.

• 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"). These U.S. Export Controls include the United States Export Administration Act and the United States Department of Commerce Export Administration Regulations. 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. Not by way of limitation of the foregoing, Loh Medical shall not export, re-export, or resell the Products in violation of 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. If shipping or progress of the work is delayed or interrupted by the Purchaser, directly or indirectly, the Purchaser shall pay Loh Medical for all additional charges resulting therefrom.

• 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.