Terms and Conditions

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DEFINITIONS

'Seller' means QUANTUM LEAP IMAGING, LLC. 'Buyer' means the individual(s) or entity(ies) identified as the customer on the face of the sales quotation from Seller. ‘Software’ means any computer software and related documentation available from Seller, and includes computer software owned by Seller, third-party software that has been provided for use in association with Seller's software, or related goods and computer software that has been custom designed or modified for Buyer. 'Products' means the Software, goods, equipment and services provided by, or on behalf of, Seller to Buyer pursuant to a purchase order from Buyer to Seller and which has been accepted by Seller. “Terms and Conditions” means these Terms and Conditions together with the sales quotation.

GOVERNING DOCUMENTS, TERMS AND CONDITIONS

All sales by Seller to Buyer shall be governed by these Terms and Conditions, which, together with the sale quotation from Seller to Buyer, constitute Seller's offer to sell Products to Buyer. Seller objects to and shall not otherwise be bound by any terms and conditions additional to or different from those in the Terms and Conditions, whether in writing or otherwise, in Buyer's purchase order or in any other communication from Buyer to Seller, unless expressly agreed upon by Seller in writing. Notwithstanding any contrary provision in Buyer's purchase order, no action by Seller (such as delivery of any Product, the rendering of any services or the commencement of work on specialty Products for Buyer) will be deemed an acceptance by Seller of any purchase order from Buyer with terms different from, or additional to those contained herein. Buyer understands and agrees that no agent or employee of Seller has the authority to modify these Terms and Conditions except by a written agreement signed by an officer of Seller.

PAYMENT TERMS

Unless otherwise provided in the sale quotation, 75% of the sale quotation amount is due upon Buyer's acceptance of the sale quotation or, if applicable, Seller’s acceptance of Buyer’s purchase order, 75% of the sale quotation amount plus all applications training fees (to the extent applicable and not included in the sales quotation amount), taxes, and freight is due upon delivery of the Products to Buyer's premises. All sales are final, no returns. In the event Seller commences collection activities (whether or not a suit is commenced) to recover unpaid invoices for Products, Seller shall be entitled to interest on the unpaid balance at the highest rate permitted under applicable law from the due date of the invoice, together with payment of Seller’s attorney's fees and court costs.

CONFIDENTIALITY

The sales quotation for the Products and the terms and conditions relating to the sale and purchase of the Products, and all verbal and written communication between Seller and Buyer are confidential and may not be reproduced, disclosed, or transmitted in any manner without first obtaining Seller's express written permission.

RISK OF LOSS; PASSAGE OF TITLE; SECURITY INTEREST

Risk of damage to, or loss of the Products, shall pass to Buyer upon delivery of the Products to Buyer. Title to the Products shall pass to Buyer upon the Buyer's payment in full of all amounts relating to the particular invoice involved. Buyer hereby grants Seller a security interest in the Products and all proceeds thereof until all payments due have been made in full and authorizes Seller to file appropriate financing statements in order to perfect such security interest.

LIMITATION OF LIABILITY

To the extent not prohibited by law, in no event shall Licensor be liable for personal injury or any incidental, special, indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, corruption or loss of data, failure to transmit or receive any data (including without limitation course instructions, assignments and materials), business interruption, or arising out of or related to your use of, or inability to use the licensed application, however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if Licensor has been advised of the possibility of such damages.

WAIVER AND INDEMNITY PROVISION

Buyer agrees, to the extent permitted by law, to indemnify and hold QUANTUM LEAP IMAGING LLC its Directors, Officers, Employees, Affiliates, Agents, Contractors, and Licensors, harmless from any claims, losses, costs and expenses (including reasonably attorneys’ fees and court costs and any investigative costs) (“Losses”) arising out of or as a result of Buyer’s breach of this the Terms and Conditions, the use of the Products and/or services,. Buyer hereby waives and agrees to not sue, and that it may not recover any damages from. QUANTUM LEAP IMAGING, LLC, its Directors, Officers, Employees, Affiliates, Agents, Contractors, and Licensors, as a result of its decision to remove or refuse to process any information or content, to warn Buyer, to suspend or terminate Buyer’s access to the Products and/or services, or to take any other action during the investigation of a suspected violation or as a result of QUANTUM LEAP IMAGING, LLC’S conclusion that a violation of the Terms and Conditions has occurred..

LIMITED WARRANTIES AND REMEDIES

To the extent any of the Products consist of equipment such as X-ray machines, flat panel detector (FPD), other hardware, or third-party software Seller provides no warranties whatsoever. However, Seller will provide reasonable assistance to Buyer in connection with the third-party manufacturers' warranties that cover such equipment. Replacement parts under warranty can be used, refurbished, or new.

EXCEPT AS EXPRESSLY STATED HEREIN, SELLER MAKES NO WARRANTY, REPRESENTATION OR INDEMNITY, EXPRESS OR IMPLIED, WITH RESPECT TO THE DELIVERY OR PERFORMANCE OF ANY SERVICE OR WORK PERFORMED UNDER THE SALE QUOTATION SUBJECT TO THESE TERMS AND CONDITIONS, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR USE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE WARRANTIES SET FORTH IN THIS AGREEMENT CONSTITUTE THE ONLY WARRANTIES MADE BY SELLER TO BUYER WITH RESPECT TO THE SALE OF THE PRODUCTS AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. SELLER SHALL NOT BE LIABLE TO BUYER OR ITS AFFILIATES FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL COSTS, LIABILITIES OR DAMAGES, WHETHER FORESEEABLE OR NOT, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS HEREUNDER OR OTHERWISE RELATED HERETO, INCLUDING (WITHOUT LIMITATION) LOST PROFITS OR LOST DATA RESULTING FROM DELAYS, LACK OF FUNCTIONALITY, NON-DELIVERIES, MIS-DELIVERIES, SERVICE INTERRUPTIONS OR DAMAGES TO BUYER'S BUSINESS. IN ADDITION, SELLER SHALL NOT BE RESPONSIBLE SHOULD ANY HARDWARE SUPPLIED BY BUYER OR PREPARED FOR THE INSTALLATION OF THE PRODUCT NOT MEET ACCEPTABLE STANDARDS FOR PERFORMANCE.

The foregoing sets forth Seller's only obligations and Buyer's exclusive remedy, whether such claims are based on breach of contract, breach of warranty, tort (including negligence and strict liability), or other theories, and the foregoing is expressly in lieu of other warranties whatsoever whether expressed, implied or statutory, including without limitation, the implied warranties of merchantability and fitness for particular purpose and non-infringement. Buyer expressly agrees that no claim for losses or damages whatsoever in connection with any Products or the invoice shall be made more than two years after the date of the event giving rise to such claim. Furthermore, Seller's cumulative liability to Buyer in connection with any Products shall be limited, in the aggregate, to the aggregate amount that has been paid by Buyer to Seller in connection with such Products.

ADDITIONAL RESPONSIBILITIES OF BUYER

In connection with the Products, Buyer may require server software, additional cabling and additional network infrastructure (including but not limited to servers, T1 connections, routers, bridges, and Ethernet hub and drops) to properly install, operate and maintain the Products.

WARRANTY

Warranty terms and limitations are set by each of QLI's individual vendor partners as outlined in each term contract. Warranty terms start on product ship date from vendor. Warranties are available at any time to be sent to the customer upon request. If any product meets the repair or replacement within the warranty term, it will be done so within the current time frame of the vendor. Shipping fees will be the responsibility of the Buyer when applicable. Warranty terms are on the hardware of the products, and not inclusive of the remote support involved in supporting the product.

LEAD TIMES
Lead times are always changing, and an estimated amount of time. Lead time is noted and updated on the invoice or please ask for lead times. There are outside forces that could cause delays that are outside the control of QLI that they are not to be held liable for. 

SUPPORT

All customers receive one year of remote technical support. The (1) year of support starts at the delivery of the purchased equipment. Quantum Leap Imaging support is provided for customers under warranty or in a service contract Monday-Friday 8am-5pm EST; closed major holidays. Standard rates will apply for those outside of warranty.

SEVERABILITY

In the event any term or provision of these Terms and Conditions shall be found by a court to be unenforceable or void, the remainder of these Terms and Conditions, as applicable, shall not be affected thereby and will be enforced to extent permitted by law.

THIRD PARTY BENEFICIARIES

These Terms and Conditions are for the benefit of Buyer and Seller and not for the benefit of any third party.

WAIVER

The failure or delay by Seller to enforce at any time any term or provision of these Terms and Conditions will not be construed to be a waiver of any term or provision hereunder, nor will any such delay or failure prejudice the right of Seller to take any action in the future to enforce any term or provision under these Terms and Conditions.

GOVERNING LAW; VENUE

These Terms and Conditions and the related invoices shall be governed by the laws of the State of New Jersey without reference to conflict of law principles. All disputes or legal proceedings relating to the Products, these Terms and Conditions or the related invoices shall be brought and heard exclusively in the state or federal courts located in Monmouth County, New Jersey. Seller and Buyer irrevocably consent and submits to the personal jurisdiction in such courts for all such disputes or legal proceedings.