Terms and Conditions

Dr.SAGURA Medizntechnik. Terms and Conditions for Purchases

SAGURA and you, the customer identified in the Online Order Form and Purchase Agreement ("Agreement"), agree that the following terms and conditions apply to the equipment, software and related products and services listed in the Agreement or subsequently ordered pursuant to the Agreement (collectively, the "Products").

• Cancellation of orders. If you terminate this Agreement or cancel any order relating to this Agreement for non-custom Products prior to delivery, SAGURA may charge a restocking fee of up to 25% of the purchase price of the canceled products, plus any shipping costs incurred. In the event you cancel this Agreement or any order relating to this Agreement for "custom" Products prior to delivery, SAGURA may require you to pay the full purchase price for such Products, plus any shipping costs incurred.
• Choice of law. The construction, interpretation and performance of the Agreement and all transactions under it shall be governed by the laws of Germany excluding its choice of law rules.
• Consequential damages. SAGURA SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS RESULTING FROM EITHER PARTY'S PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT EVEN IF SAGURA HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
• Entire agreement. These terms and conditions together with the information on the front side of this Agreement that we have approved shall constitute the entire Agreement between you and SAGURA and shall supercede all prior and contemporaneous agreements, discussions and understandings between the parties. No modification, supplement or amendment shall be effective unless in writing signed by SAGURA. All terms and conditions herein shall apply to all orders from you. Pre-printed provisions on the reverse side of any orders on your forms and any terms inserted or deleted by you shall be of no force and effect unless expressly consented to by SAGURA in writing.
• Force majeure. Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or non-performing party or its subcontractors ("Force Majeure Conditions"). If any Force Majeure Condition occurs, the party delayed or unable to perform shall give immediate notice to the other party, stating the nature of the force Majeure Condition and any action taken to avoid or minimize its effect. The party affected by the other's delay or inability to perform this Agreement may terminate, at no charge, the remaining portion of this Agreement with respect to the Products not already shipped if the non-performance continues for a period of at least fifteen (15) days after the date of the notice.
• Indemnity. You shall indemnify, defend and hold harmless SAGURA and each of its affiliates, and each of their officers, directors, employees, agents and successors and assigns from and against any losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses (including reasonable attorney's fees) that arise out of or result from the breach by you of any provision of this Agreement or any negligence, willful misconduct or other fault of you or your employees, subcontractors or agents arising from the use of the Products. SAGURA will indemnify, defend and hold harmless you and each of your affiliates and each of their officers, directors, employees, agents and successors and assigns from any suit or proceeding brought in a court of Germany for the direct infringement of Germany patents and trademarks by the Products covered by this Agreement which are manufactured by SAGURA.
• Jurisdiction and venue. You and SAGURA irrevocably agree that any action, suit or other legal proceeding brought by either party against the other party shall be brought in a court of Germany. By its execution and delivery of this Agreement, each party irrevocably submits to and accepts the jurisdiction of each of such courts and waives any objection (including any objection to venue or any objection based upon the grounds of forum non conveniens) which might be asserted against the bringing of any such action, suit or other legal proceeding in such courts.
• Payment terms. SAGURA may require an advance payment of up to 100% of the total purchase order price and/or may require progress payments or other forms of security as a condition of acceptance of any order to purchase. SAGURA will render a final invoice upon delivery of the Products. Payment is due within thirty (30) days from the invoice date. You agree to reimburse SAGURA for reasonable attorneys' fees and any other costs associated with collecting delinquent payments. Interest may be charged on any outstanding balance not paid within thirty (30) days of the invoice date at the rate of 1.5% per month.
• Proprietary rights. All documentation, designs, drawings, samples, specifications, publications, schedules, engineering details, instructional manuals and related data of SAGURA pertaining to the Products shall remain the proprietary and confidential information of SAGURA (the "Confidential Information"). You shall protect the Confidential Information from disclosure to others with the same degree of care that a reasonable, diligent and prudent person would exercise in protecting its own confidential information. You shall not use any Confidential Information except as is contemplated by the specific sales transaction contemplated by this Agreement. You shall not duplicate or reproduce any Confidential Information without SAGURA's prior written consent, and any such information duplicated or reproduced must be returned promptly to SAGURA upon request. Notwithstanding the foregoing, Confidential Information shall not include any information that (1) you rightfully obtain free of any obligation to keep confidential: (2) becomes generally known to the public through acts not attributable to you; or (3) you independently develop.
• Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid and enforceable and binding on the parties.
• Shipping/Delivery. Unless otherwise agreed, SAGURA will deliver the Products to you F.O.B. the place of shipment. Delivery of the Products to a common carrier shall be deemed a satisfactory delivery by SAGURA to you. You agree to pay all freight, insurance, packing and other transportation charges related to said delivery as invoiced.
• Software. If the Products provided under this Agreement include software programs owned or licensed by SAGURA, such software is provided to you pursuant to the terms of the software license agreement included with the Products. Your right to use such software is contingent upon your acceptance of, and compliance with, the terms of such software license agreement. No ownership right in any software is transferred hereunder and such software shall remain the sole property of SAGURA or its licensors, as appropriate.
• Taxes. You shall pay any applicable local, state, and federal taxes, however designated (excluding SAGURA's income taxes), imposed or based upon the sale, transfer of ownership, installation, license or use of the Products, unless you provide SAGURA with an appropriate certificate of exemption.
• Termination. If either party fails to perform or observe any material term or condition of this Agreement, and such failure continues for ten (10) days after receipt of written notice by the non performing party, the performing party may terminate without penalty by sending written notice of its termination decision to the non-performing party at the address indicated herein, and the performing party may exercise any available rights at law or equity.
• Title and risk of loss. Title to the Products (excluding any software included in the Products which is licensed to you) will remain with SAGURA until the total purchase price of the Products, including applicable taxes and shipping charges, have been paid in full. Risk of loss or damage to the Products will pass to you at the F.O.B. location.
• Waiver. The failure of either party to insist on performance of any of the terms and conditions herein or to exercise any right or remedy available to it under this Agreement or otherwise with respect to any breach or failure by the other party shall not be deemed a waiver of such right or remedy with respect to any other breach or failure by the other party.
• Warranty. The terms of warranty, if any, that applies to the Products will be included with the manuals and other specifications provided to you with the Products. SAGURA, ITS SUBSIDIARIES, AND THEIR AFFILIATES, SUBCONTRACTORS AND SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.