ALL SALES BY SUNTECH MEDICAL (“Seller”) UNLESS COVERED BY A PRIOR EXISTING WRITTEN CONTRACT SIGNED BY SELLER, ARE SUBJECT ONLY TO THE FOLLOWING TERMS AND CONDITIONS. ANY TERMS IN CUSTOMER'S PURCHASE ORDER OR ANY OTHER CUSTOMER DOCUMENT WHICH ARE IN ADDITION TO, OR ARE DIFFERENT OR CONTRARY TO THESE TERMS, ARE HEREBY REJECTED.
Pricing, Freight, Taxes. Except as expressly set forth on the face hereof, the following shall apply: All prices are exclusive of freight. Seller will select a carrier and arrange shipment. Prices do not include customs duties or sales, use, excise or other similar taxes. All such taxes and any personal property taxes or other similar taxes assessable on products after delivery to the carrier shall be paid by the Customer.
Shipping Terms. Shipping terms are EXWORKS from Morrisville, NC, USA or other warehouse locations as determined by SunTech Medical. Customer is responsible for all costs related to shipping not limited to freight, fuel surcharge, custom and inspection fees, VAT, etc.
SunTech Medical may approve shipment via our corporate carrier account with all related shipping fees invoiced directly to the Customer. All related fees are subject to carrier bill-back invoice(s) which may or may not be invoiced at the time of shipment. Minimum shipping charge $25.00 per shipment.
Customer has the right to use their freight account if proactively provided on the purchase order.
Customer has the right to choose shipment by their designated pre-arranged freight forwarder.
- SunTech will provide estimated weights and dimensions of expected shipment 10 days prior to committed ship date.
- Customer is required to provide freight forwarder details five (5) days prior to committed ship date.
- If forwarder information is not provided within these guidelines, SunTech Medical may ship via their carrier account and invoice as indicated in the above paragraph.
- SunTech may at their discretion charge $150.00 per day storage fee in lieu of shipment for delayed freight forwarder information/pickup.
- Refused delivery of shipments will incur a 35% storage fee and remain the property of the Customer. After 3 days, all refused shipments will begin accruing a $150.00 per day storage fee.
- Shipment of orders may not be delayed due to requests to modify or combine multiple purchase orders after the committed ship date has been provided.
Shipment of some product may be impacted by trade tariffs. Related tariffs will be the responsibility of the customer and invoiced by SunTech Medical.
Payment Terms. All sales require prepayment (Cash In Advance) unless credit approval has been previously granted to the Customer. If an open terms account is granted (which is subject to Seller's continuing approval), payment is due within thirty (30) days after shipment date. Seller may change such terms of sale at any time upon prior notice to Customer. If, by the terms of sale, credit is extended to Customer, Seller reserves the right to revoke credit if Customer fails to pay for any goods previously delivered as due or if in the judgment of the Seller there has been a material adverse change in Customer's financial condition and thereupon Seller shall have the right to demand payment or other assurance which it deems adequate before shipment of any further goods. Seller reserves the right to charge interest on delinquent accounts at the lesser of the rate of 18% per annum or the highest rate permitted by applicable law. Customer agrees to pay all costs of collection including reasonable attorney's fees.
Order Cancellation / Rescheduling. Orders are irrevocable and subject to SunTech Medical’s rescheduling policy as indicated below.
OEM Modules / Private Label Finished Goods
|Weeks to Due Date|
|17 weeks or more||100% of the delivery can be rescheduled.|
|8-16 weeks||50% of the delivery can be rescheduled.|
|1-7 weeks||None of the delivery can be rescheduled.|
All OEM Modules and Private Label Finished Goods deliveries must be taken within 12 months of date of order.
- Due to the COVID-19 pandemic and the impact on SunTech Medical’s supply chain, lead-time of OEM modules has temporarily increased to 24-weeks. Lead-time will return to normal once the effect of the pandemic has diminished and business has returned to steady state.
SunTech Medical Finished Goods
|Weeks to due date|
|13 weeks or more||50% of the delivery can be cancelled. 100% of the delivery can be rescheduled.|
|6-12 weeks||None of the delivery can be cancelled. 50% of the delivery can be rescheduled.|
|1-5 weeks||None of the delivery can be cancelled or rescheduled.|
Transfer of Title, Delivery & Risk of Loss. Ownership of the Goods shall pass to the Customer at the time of shipment. Products are shipped EXWORKS, Morrisville, USA. Times between order and delivery of Product may vary. Seller shall not be responsible for any loss or liability suffered by Customer as a result of failure or delay in the delivery of Products.
Minimum Order Policy. All sales hereunder shall be subject to Seller's minimum order. Order minimum of $100.00 net invoice value. Orders less than $100 will be subject to a $25.00 non-refundable service administrative fee.
Warranty/Returns. Seller warrants that its Products purchased hereunder shall, at the time of shipment, conform to Seller's stated specifications and shall be free from defects in materials and workmanship. Seller's sole liability and obligation under this warranty shall be to replace/repair any product that fails to conform to this warranty. Seller may, at its option, issue a credit to Customer in the amount of the price hereunder of any Product that does not conform to this warranty in lieu of replacement of such Product. NO Product shall be returned to Seller except in accordance with Seller's Return Goods Policy as in effect from time to time, which is specifically incorporated herein by reference. Seller may change its return goods policy upon ninety (90) days notice to customer. This warranty, together with any express written warranty that seller may issue, is the sole and exclusive warranty as to the products, extends only to the initial Customer, and is expressly in lieu of any other warranty, oral or implied, including implied warranty of merchantability or fitness for a particular purpose. Products acceptable and approved by SunTech Medical for return are subject to a 20% restocking fee.
Limitation of Liability. In no event shall seller be liable to customer or any other person for resell costs, lost profits, business interruption, loss of use, or incidental, special, indirect, or consequential damages of any nature even if seller has been advised of the possibility thereof. These include damages related to, arising out of, or in connection with the sale, delivery, installation, use, loss of use, repair, possession, transportation, disposal or performance of the products, including all additions to and replacements of the products. In no event shall seller's liability arising in connection with any product(s) sold or to be sold hereunder (whether such liability arises from a claim under contract, warranty, tort, or otherwise) exceed the actual amount paid by customer to seller for the product(s) involved in such claim.
Patent Indemnity. Seller warrants that the sale of goods pursuant to this Agreement, except goods made in compliance with specifications supplied by Customer, is not an infringement of any valid U.S. patent; provided, however, that seller's liability hereunder shall be limited to not more than the purchase price of any shipment(s) found to infringe. This warranty is given upon the condition of Customer's prompt notification to Seller when any such infringement is alleged or threatened and, if Seller is affected, that Customer permit Seller complete control of the defense and settlement of any such allegation of threat of infringement. Seller does not warrant that any use of goods sold hereunder by Customer or any Customer from or through Customer, in combination or not in combination with other material, is not an infringement of any patent of any country. Customer shall indemnify Seller for any and all expenses, direct or indirect, arising when any patent infringement is alleged or threatened because of goods made in compliance with specifications supplied by Customer. This section states seller's sole and exclusive liability for any claim of any third party by way of infringement or the like.
Product Markings. Customer shall not remove or alter any tags, labels, or identifying markings of any kind placed on any Products by Seller.
Software/Firmware. Title and all ownership and intellectual property rights to any software and/or firmware included in the Products acquired by Customer remain with Seller (or the licenser of software to Seller, as applicable) and do not pass to Customer. Seller hereby grants to Customer a non-exclusive license to use such software/firmware in connection with Customer's use of the Products. Customer may not reproduce, reverse engineer or disclose to any third party any portion of such software/firmware, and may transfer it only in conjunction with a transfer of the Product and subject to these same restrictions.
Assignment. Customer shall not assign this Agreement in whole or in part, or subcontract its obligations hereunder, without the prior written consent of the Seller. All terms, agreements, covenants and rights contained herein shall inure to the benefit of and be binding on any permitted assignee.
Excusable Delays. If the performance of any obligation, except payment of moneys due, is prevented, delayed, restricted, or interfered with in any way by reason of any force majeure, act of terrorism (whether actual or threatened), fire, flood, explosion, failure of machinery, strikes, lockouts, or labor trouble, supply of fuel, power, materials, containers or transportation, or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the party to whom the performance is due, shall be excused from such performance to the extent of such interference. Each party shall use reasonable efforts to remove or resolve such interference with performance as promptly as reasonably possible.
Halma Group Code of Conduct Policy: Seller has a Code of Conduct policy that is published on its parent company website (https://www.halma.com/sustainability/ethics) and Customer is expected to apply broadly similar ethical standards in their operations. In particular Seller has a zero-tolerance policy towards any bribery or corrupt practices in its business dealings. Customer represents and warrants to Seller that it has not engaged in business practices which violate any applicable local, state, federal and foreign laws, orders, rules and regulations regarding bribery and corruption, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, et seq.) (the “FCPA”). Except in compliance with the FCPA, neither Customer nor any individual acting on its behalf has: (a) given or offered or promised to give, for or on behalf of Customer, either directly or through a consultant or other third party, anything of value, whether monetary or non-monetary (whether a gift, travel, lodging, meal, payment or otherwise), to or for the benefit of any of the persons or entities listed below; or (b) authorized or approved any of the foregoing: (i) any political party, employee of a political party, or candidate for political office; (ii) any government official, government employee, employee of a government-owned or government-controlled entity, or person acting in an official capacity for or on behalf of the government; or (iii) any official or employee of an international organization (e.g., the Red Cross or the United Nations), or person acting in an official capacity for or on behalf of such an organization. Customer shall remain in compliance with this clause during the term of any agreement with Seller and while conducting any business dealings with on behalf of Seller. In the event Customer breaches this clause, Seller may, in its sole discretion, terminate any agreement with Customer without penalty and without any compensation to Customer. Customer shall indemnify and hold Seller harmless for all claims, demands, damages, costs, fines, penalties, attorney’s fees, and all other expenses arising from failure of the Customer to comply with this clause.
Anti-Bribery. The Customer will:
- Comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including, but not limited to:
- Local and national laws in the territories in which it operates
- The UK Bribery Act 2010
- The U.S. Foreign Corrupt Practices Act of 1977
- The United Nations Convention against Corruption
- Comply with the Halma plc Group Code of Conduct relating to bribery and corruption (https://www.halma.com/sustainability/ethics).
- Have in place its own policies and procedures to ensure compliance with this Clause.
- Ensure that all parties with which it is associated or who are providing goods or services with this Contract (including subcontractors, agents, consultants and other intermediaries) are aware of and comply with the requirements of this Clause.
- Maintain complete and accurate records of all transactions and payments related to this Contract and, on reasonable request, disclose details of those transactions and payments to the Company.
- On reasonable request, confirm in writing to the Company that it has complied with the requirements of this Clause and, if so requested, allow the Company to verify this compliance by way of an audit of its records.
- Immediately inform the Company if it suspects or becomes aware of any breach of this Clause by one of its employees, subcontractors, agents, consultants or other intermediaries and provide detailed information about the breach.
Severability. In the event that any portion of this Agreement should, for any reason, be held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or contrary to public policy, then the remainder of this Agreement shall remain in full force and effect.
General. No representation, promise, waiver, amendment, or modification of these terms and conditions shall be binding unless in writing signed by an authorized representative of Seller. This Agreement shall be governed by the laws of The State of North Carolina (excluding those addressing choice of law).
The parties hereto hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts of The State of North Carolina for resolution of any dispute related to or arising out of this Agreement. Acceptance by Customer of the Products shall constitute acceptance of all the terms and conditions contained herein. Products sold and delivered within the United States are intended for domestic use only. The captions herein are for convenience only and do not modify or explain any of the terms of this Agreement.
Privacy & General Data Protection Policy. SunTech Medical is committed to protecting your privacy and security of your personal information. The information you share with SunTech Medical allows us to provide you with the best experience with our products and services. SunTech Medical collects information about Customer to process orders, manage Customer’s account and if agreed, post offers of products and services. We use information collected from SunTech Medical’s website to personalize repeat visits.