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["35 Crosby Drive",null,null,null,"INVOICE"]
["Bedford, MA 01730",null,"Tel: ",null,"Number"]
[null,null,"E-Mail: ",null,1201937]
[{"$nulls":4},"Date","Page"]
[{"$nulls":4},"2012-06-29","1 of 1"]
[{"$nulls":4},"PO Number"]
[{"$nulls":4},"KM882573"]
[{"$nulls":4},"Sales Order Number"]
[{"$nulls":4},2505774]
[{"$nulls":4},"Customer Num","Currency"]
[{"$nulls":4},131295,"EUR"]
["BILL TO:",null,"SHIP TO:",null,"Waybill Number"]
["ATTN: ACCOUNTS PAYABLE",null,"CHU RENNES",null,0]
["CHU RENNES",null,"MAGASIN LABORATOIRES PONTCHAIL"]
["DIRECTION POLITIQUE DES ACHATS",null,"RUE HENRI LE GUILLOUX"]
["PONTCHAILLOU",null,"RENNES,  35033"]
["2 RUE HENRI LE GUILLOU",null,"France"]
["RENNES CEDEX 9,  35033"]
["France "]
[]
[]
["Terms",null,"Due Date","Salesperson",null,null,"Customer Contact"]
["50 Net ",null,"18-AUG-12","Cachera, Pascaline"]
["Ship Date ",null,null,"Ship Via",null,null,"Shipping Reference"]
["2012-06-29",null,null,"SAFLOG"]
["Freight Terms",null,null,"Requestor/Delivery",null,null,"Confirm To/Telephone"]
[]
["Item","Part Number/Description",null,null,"Quantity",null,null,"Unit Price","Extension"]
["No.",null,null,null,"Ordered","Shipped"]
[]
[1,"71362-001:ASSY BENCHTOP T5000",null,1,null,1,null,"49,000.00",null,"49,000.00"]
[null,"Serial: 90477E12D0"]
[]
[]
[]
["Special Instructions ",null,"SUBTOTAL",null,"TAX",null,"S&H",null,"TOTAL"]
[null,null,"49,000.00",null,"9,604.00",null,"0.00",null,"58,604.00"]
[]
[]
["REMIT TO:"," Inc.","ELECTRONIC WIRE INSTRUCTIONS",null,"FEDERAL ID: 04-2902449"]
[null,"24506 Network Place","Account #:",323869386]
[null,"Chicago, IL 60673-1245","ABA Routing:","021-000021"]
[null,null,"SWIFTCODE:","CHASUS33"]
[]
["\"We also accept MasterCard, Visa and American Express credit cards.\""]
["Invoice Disclaimer: Certain Providers may have independent obligations to affirmatively advise their third party payer, fiscal intermediaries, carriers or fiscal agents about the existence of a discount.  As required by law or contract, any discounts on this invoice must be reported to these entities."]
[]
[", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
["1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
["2. PRICES. Prices, fees and charges for Equipment, Consumable Supplies, Software (collectively \"Products\") and Services (including maintenance and training as described in 's then-published Service Description) are current as of the date of the Agreement, are payable in United States (U.S.) Dollars only, and do not include any taxes, assessments, import duties or other government charges (Taxes), all of which (excluding Taxes based on 's net income) shall be paid by Buyer. Costs for special handling due to Buyer's requirements shall be billed separately. If Buyer claims any Tax exemption, it must furnish a valid tax exemption certificate before Delivery (as this term is defined below). Buyer shall reimburse any Taxes that  collects or pays. Prices are subject to change if Delivery is delayed due to Buyer delay in providing needed information. Buyer is notified pursuant to 42 CFR §1001.952(h), that if Buyer is required by a federal or state healthcare program to submit a cost report or otherwise submits a claim for payment to such program, Buyer may be required to report discounts (if any) contained in this Quotation."]
["3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
["4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
["5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
["6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
["7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
["8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
["9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
["10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
["11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
["12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
["13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
["14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
["15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
["16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
["17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
[]
[]
[]
["35 Crosby Drive",null,", INC.",null,"INVOICE"]
["Bedford, MA 01730",null,"Tel: +33 01 48 17 83 70",null,"Number"]
[null,null,"E-Mail: france@.com",null,1201938]
[{"$nulls":4},"Date","Page"]
[{"$nulls":4},"2012-06-29","1 of 1"]
[{"$nulls":4},"PO Number"]
[{"$nulls":4},"T80 36100-28"]
[{"$nulls":4},"Sales Order Number"]
[{"$nulls":4},2505798]
[{"$nulls":4},"Customer Num","Currency"]
[{"$nulls":4},131289,"EUR"]
["BILL TO:",null,"SHIP TO:",null,"Waybill Number"]
["ATTN: ACCOUNTS PAYABLE",null,"HOSPICES CIVILS DE LYON",null,0]
["HOSPICES CIVILS DE LYON",null,"PHARMACIE CROIX ROUSSE"]
["HÔPITAUX DU NORD - SERVICES EC",null,"76, RUE DE CUIRE"]
["103, GDE RUE DE LA CROIX  ROUSSE",null,"LYON,  69004"]
["LYON CEDEX 04,  69317",null,"France"]
["France "]
[]
[]
["Terms",null,"Due Date","Salesperson",null,null,"Customer Contact"]
["50 Net ",null,"18-AUG-12","Borja, Paul"]
["Ship Date ",null,null,"Ship Via",null,null,"Shipping Reference"]
["2012-06-29",null,null,"SAFLOG"]
["Freight Terms",null,null,"Requestor/Delivery",null,null,"Confirm To/Telephone"]
[]
["Item","Part Number/Description",null,null,"Quantity",null,null,"Unit Price","Extension"]
["No.",null,null,null,"Ordered","Shipped"]
[]
[1,"NS2000:NOVASURE STERILIZED DEVICE 3 PK",null,2,null,2,null,"1,650.00",null,"3,300.00"]
[]
[]
[]
["Special Instructions ",null,"SUBTOTAL",null,"TAX",null,"S&H",null,"TOTAL"]
[null,null,"3,300.00",null,"646.80",null,"0.00",null,"3,946.80"]
[]
[]
["REMIT TO:"," Inc.","ELECTRONIC WIRE INSTRUCTIONS",null,"FEDERAL ID: 04-2902449"]
[null,"24506 Network Place","Account #:",323869386]
[null,"Chicago, IL 60673-1245","ABA Routing:","021-000021"]
[null,null,"SWIFTCODE:","CHASUS33"]
[]
["\"We also accept MasterCard, Visa and American Express credit cards.\""]
["Invoice Disclaimer: Certain Providers may have independent obligations to affirmatively advise their third party payer, fiscal intermediaries, carriers or fiscal agents about the existence of a discount.  As required by law or contract, any discounts on this invoice must be reported to these entities."]
[]
[", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
["1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
["2. PRICES. Prices, fees and charges for Equipment, Consumable Supplies, Software (collectively \"Products\") and Services (including maintenance and training as described in 's then-published Service Description) are current as of the date of the Agreement, are payable in United States (U.S.) Dollars only, and do not include any taxes, assessments, import duties or other government charges (Taxes), all of which (excluding Taxes based on 's net income) shall be paid by Buyer. Costs for special handling due to Buyer's requirements shall be billed separately. If Buyer claims any Tax exemption, it must furnish a valid tax exemption certificate before Delivery (as this term is defined below). Buyer shall reimburse any Taxes that  collects or pays. Prices are subject to change if Delivery is delayed due to Buyer delay in providing needed information. Buyer is notified pursuant to 42 CFR §1001.952(h), that if Buyer is required by a federal or state healthcare program to submit a cost report or otherwise submits a claim for payment to such program, Buyer may be required to report discounts (if any) contained in this Quotation."]
["3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
["4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
["5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
["6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
["7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
["8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
["9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
["10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
["11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
["12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
["13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
["14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
["15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
["16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
["17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
[]
[]
[]
["35 Crosby Drive",null,", INC.",null,"INVOICE"]
["Bedford, MA 01730",null,"Tel: ",null,"Number"]
[null,null,"E-Mail: ",null,1201939]
[{"$nulls":4},"Date","Page"]
[{"$nulls":4},"2012-06-29","1 of 1"]
[{"$nulls":4},"PO Number"]
[{"$nulls":4},"CC686384"]
[{"$nulls":4},"Sales Order Number"]
[{"$nulls":4},2505791]
[{"$nulls":4},"Customer Num","Currency"]
[{"$nulls":4},131297,"EUR"]
["BILL TO:",null,"SHIP TO:",null,"Waybill Number"]
["ATTN: ACCOUNTS PAYABLE",null,"CHU NICE",null,0]
["CHU NICE",null,"HOPITAL ARCHET 2"]
["DIRECTION SERVICES ECONOMIQUES",null,"LABORATOIRE ANAPATH NIVEAU -1"]
["HOPITAL DE CIMIEZ",null,"151 ROUTE ST ANTOINE DE GINESTRIBE"]
["4 AVENUE REINE VICTORIA",null,"NICE,  06202"]
["BP 1179",null,"France"]
["NICE CEDEX 1,  06003"]
["France "]
[]
[]
["Terms",null,"Due Date","Salesperson",null,null,"Customer Contact"]
["50 Net ",null,"18-AUG-12","Gonzalez, Fabrice"]
["Ship Date ",null,null,"Ship Via",null,null,"Shipping Reference"]
["2012-06-29",null,null,"SAFLOG"]
["Freight Terms",null,null,"Requestor/Delivery",null,null,"Confirm To/Telephone"]
[]
["Item","Part Number/Description",null,null,"Quantity",null,null,"Unit Price","Extension"]
["No.",null,null,null,"Ordered","Shipped"]
[]
[1,"70205-001:FILTER, THINPREP NON-GYNECOLOGICAL 100 PK",null,1,null,1,null,"299.00",null,"299.00"]
[2,"70096-004:THINPREP PAP TEST KIT WITH ROVERS",null,1,null,1,null,"2,070.00",null,"2,070.00"]
[3,"0234004:PRESERVCYT 32 OZ. 4 PACK",null,2,null,2,null,"92.00",null,"184.00"]
[]
[]
[]
["Special Instructions ",null,"SUBTOTAL",null,"TAX",null,"S&H",null,"TOTAL"]
[null,null,"2,553.00",null,"500.38",null,"0.00",null,"3,053.38"]
[]
[]
["REMIT TO:"," Inc.","ELECTRONIC WIRE INSTRUCTIONS",null,"FEDERAL ID: 04-2902449"]
[null,"24506 Network Place","Account #:",323869386]
[null,"Chicago, IL 60673-1245","ABA Routing:","021-000021"]
[null,null,"SWIFTCODE:","CHASUS33"]
[]
["\"We also accept MasterCard, Visa and American Express credit cards.\""]
["Invoice Disclaimer: Certain Providers may have independent obligations to affirmatively advise their third party payer, fiscal intermediaries, carriers or fiscal agents about the existence of a discount.  As required by law or contract, any discounts on this invoice must be reported to these entities."]
[]
[", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
["1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
["2. PRICES. Prices, fees and charges for Equipment, Consumable Supplies, Software (collectively \"Products\") and Services (including maintenance and training as described in 's then-published Service Description) are current as of the date of the Agreement, are payable in United States (U.S.) Dollars only, and do not include any taxes, assessments, import duties or other government charges (Taxes), all of which (excluding Taxes based on 's net income) shall be paid by Buyer. Costs for special handling due to Buyer's requirements shall be billed separately. If Buyer claims any Tax exemption, it must furnish a valid tax exemption certificate before Delivery (as this term is defined below). Buyer shall reimburse any Taxes that  collects or pays. Prices are subject to change if Delivery is delayed due to Buyer delay in providing needed information. Buyer is notified pursuant to 42 CFR §1001.952(h), that if Buyer is required by a federal or state healthcare program to submit a cost report or otherwise submits a claim for payment to such program, Buyer may be required to report discounts (if any) contained in this Quotation."]
["3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
["4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
["5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
["6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
["7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
["8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
["9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
["10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
["11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
["12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
["13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
["14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
["15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
["16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
["17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
[]
[]
[]
["35 Crosby Drive",null,", INC.",null,"INVOICE"]
["Bedford, MA 01730",null,"Tel: ",null,"Number"]
[null,null,"E-Mail: ",null,1201940]
[{"$nulls":4},"Date","Page"]
[{"$nulls":4},"2012-06-29","1 of 1"]
[{"$nulls":4},"PO Number"]
[{"$nulls":4},"T1889129"]
[{"$nulls":4},"Sales Order Number"]
[{"$nulls":4},2505799]
[{"$nulls":4},"Customer Num","Currency"]
[{"$nulls":4},131298,"EUR"]
["BILL TO:",null,"SHIP TO:",null,"Waybill Number"]
["ATTN: ACCOUNTS PAYABLE",null,"CHU DE TOULOUSE",null,0]
["CHU DE TOULOUSE",null,"LOGIPHARMA"]
["INSTITUT BIOLOGIE CELLULE APPR",null,"293 CHEMIN DE TUCAUT"]
["330 AVENUE GRANDE BRETAGNE",null,"CUGNAUX,  31270"]
["TSA 40031",null,"France"]
["TOULOUSE CEDEX 9,  31059"]
["France "]
[]
[]
["Terms",null,"Due Date","Salesperson",null,null,"Customer Contact"]
["50 Net ",null,"18-AUG-12","Chaptois, Herve"]
["Ship Date ",null,null,"Ship Via",null,null,"Shipping Reference"]
["2012-06-29",null,null,"SAFLOG"]
["Freight Terms",null,null,"Requestor/Delivery",null,null,"Confirm To/Telephone"]
[]
["Item","Part Number/Description",null,null,"Quantity",null,null,"Unit Price","Extension"]
["No.",null,null,null,"Ordered","Shipped"]
[]
[1,"01270:KIT, QUIKCHECK FFN (25) COMPLIANCE CERT&STERLIY",null,2,null,2,null,"1,000.00",null,"2,000.00"]
[]
[]
[]
["Special Instructions ",null,"SUBTOTAL",null,"TAX",null,"S&H",null,"TOTAL"]
[null,null,"2,000.00",null,"392.00",null,"0.00",null,"2,392.00"]
[]
[]
["REMIT TO:"," Inc.","ELECTRONIC WIRE INSTRUCTIONS",null,"FEDERAL ID: 04-2902449"]
[null,"24506 Network Place","Account #:",323869386]
[null,"Chicago, IL 60673-1245","ABA Routing:","021-000021"]
[null,null,"SWIFTCODE:","CHASUS33"]
[]
["\"We also accept MasterCard, Visa and American Express credit cards.\""]
["Invoice Disclaimer: Certain Providers may have independent obligations to affirmatively advise their third party payer, fiscal intermediaries, carriers or fiscal agents about the existence of a discount.  As required by law or contract, any discounts on this invoice must be reported to these entities."]
[]
[", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
["1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
["2. PRICES. Prices, fees and charges for Equipment, Consumable Supplies, Software (collectively \"Products\") and Services (including maintenance and training as described in 's then-published Service Description) are current as of the date of the Agreement, are payable in United States (U.S.) Dollars only, and do not include any taxes, assessments, import duties or other government charges (Taxes), all of which (excluding Taxes based on 's net income) shall be paid by Buyer. Costs for special handling due to Buyer's requirements shall be billed separately. If Buyer claims any Tax exemption, it must furnish a valid tax exemption certificate before Delivery (as this term is defined below). Buyer shall reimburse any Taxes that  collects or pays. Prices are subject to change if Delivery is delayed due to Buyer delay in providing needed information. Buyer is notified pursuant to 42 CFR §1001.952(h), that if Buyer is required by a federal or state healthcare program to submit a cost report or otherwise submits a claim for payment to such program, Buyer may be required to report discounts (if any) contained in this Quotation."]
["3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
["4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
["5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
["6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
["7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
["8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
["9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
["10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
["11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
["12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
["13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
["14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
["15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
["16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
["17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
[]
[]
[]
["35 Crosby Drive",null,", INC.",null,"INVOICE"]
["Bedford, MA 01730",null,"Tel: ",null,"Number"]
[null,null,"E-Mail: ",null,1201941]
[{"$nulls":4},"Date","Page"]
[{"$nulls":4},"2012-06-29","1 of 1"]
[{"$nulls":4},"PO Number"]
[{"$nulls":4},"ADILA5310"]
[{"$nulls":4},"Sales Order Number"]
[{"$nulls":4},2505787]
[{"$nulls":4},"Customer Num","Currency"]
[{"$nulls":4},131383,"EUR"]
["BILL TO:",null,"SHIP TO:",null,"Waybill Number"]
["ATTN: ACCOUNTS PAYABLE",null,"CHRU DE LILLE",null,0]
["CHRU DE LILLE",null,"CENTRE DE BIOLOGIE"]
["CENTRE DE GESTION DES LABORATO",null,"RUE EMILE LAINE"]
["PLATEFORME LOGISTIQUE COURTOIS",null,"LILLE,  59000"]
["2 AVENUE OSCAR LAMBRET",null,"France"]
["LILLE,  59037"]
["France "]
[]
[]
["Terms",null,"Due Date","Salesperson",null,null,"Customer Contact"]
["50 Net ",null,"18-AUG-12","Pichard, Arnold"]
["Ship Date ",null,null,"Ship Via",null,null,"Shipping Reference"]
["2012-06-29",null,null,"SAFLOG"]
["Freight Terms",null,null,"Requestor/Delivery",null,null,"Confirm To/Telephone"]
[]
["Item","Part Number/Description",null,null,"Quantity",null,null,"Unit Price","Extension"]
["No.",null,null,null,"Ordered","Shipped"]
[]
[1,"70096-004:THINPREP PAP TEST KIT WITH ROVERS",null,1,null,1,null,"2,100.00",null,"2,100.00"]
[]
[]
[]
["Special Instructions ",null,"SUBTOTAL",null,"TAX",null,"S&H",null,"TOTAL"]
[null,null,"2,100.00",null,"411.60",null,"0.00",null,"2,511.60"]
[]
[]
["REMIT TO:"," Inc.","ELECTRONIC WIRE INSTRUCTIONS",null,"FEDERAL ID: 04-2902449"]
[null,"24506 Network Place","Account #:",323869386]
[null,"Chicago, IL 60673-1245","ABA Routing:","021-000021"]
[null,null,"SWIFTCODE:","CHASUS33"]
[]
["\"We also accept MasterCard, Visa and American Express credit cards.\""]
["Invoice Disclaimer: Certain Providers may have independent obligations to affirmatively advise their third party payer, fiscal intermediaries, carriers or fiscal agents about the existence of a discount.  As required by law or contract, any discounts on this invoice must be reported to these entities."]
[]
[", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
["1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
["2. PRICES. Prices, fees and charges for Equipment, Consumable Supplies, Software (collectively \"Products\") and Services (including maintenance and training as described in 's then-published Service Description) are current as of the date of the Agreement, are payable in United States (U.S.) Dollars only, and do not include any taxes, assessments, import duties or other government charges (Taxes), all of which (excluding Taxes based on 's net income) shall be paid by Buyer. Costs for special handling due to Buyer's requirements shall be billed separately. If Buyer claims any Tax exemption, it must furnish a valid tax exemption certificate before Delivery (as this term is defined below). Buyer shall reimburse any Taxes that  collects or pays. Prices are subject to change if Delivery is delayed due to Buyer delay in providing needed information. Buyer is notified pursuant to 42 CFR §1001.952(h), that if Buyer is required by a federal or state healthcare program to submit a cost report or otherwise submits a claim for payment to such program, Buyer may be required to report discounts (if any) contained in this Quotation."]
["3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
["4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
["5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
["6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
["7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
["8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
["9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
["10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
["11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
["12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
["13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
["14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
["15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
["16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
["17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
[]
[]
[]
["35 Crosby Drive",null,", INC.",null,"INVOICE"]
["Bedford, MA 01730",null,"Tel: ",null,"Number"]
[null,null,"E-Mail: ",null,1201942]
[{"$nulls":4},"Date","Page"]
[{"$nulls":4},"2012-06-29","1 of 1"]
[{"$nulls":4},"PO Number"]
[{"$nulls":4},"ADILA5310"]
[{"$nulls":4},"Sales Order Number"]
[{"$nulls":4},2505787]
[{"$nulls":4},"Customer Num","Currency"]
[{"$nulls":4},131383,"EUR"]
["BILL TO:",null,"SHIP TO:",null,"Waybill Number"]
["ATTN: ACCOUNTS PAYABLE",null,"CHRU DE LILLE",null,0]
["CHRU DE LILLE",null,"CENTRE DE BIOLOGIE"]
["CENTRE DE GESTION DES LABORATO",null,"RUE EMILE LAINE"]
["PLATEFORME LOGISTIQUE COURTOIS",null,"LILLE,  59000"]
["2 AVENUE OSCAR LAMBRET",null,"France"]
["LILLE,  59037"]
["France "]
[]
[]
["Terms",null,"Due Date","Salesperson",null,null,"Customer Contact"]
["50 Net ",null,"18-AUG-12","Cachera, Pascaline"]
["Ship Date ",null,null,"Ship Via",null,null,"Shipping Reference"]
["2012-06-29",null,null,"SAFLOG"]
["Freight Terms",null,null,"Requestor/Delivery",null,null,"Confirm To/Telephone"]
[]
["Item","Part Number/Description",null,null,"Quantity",null,null,"Unit Price","Extension"]
["No.",null,null,null,"Ordered","Shipped"]
[]
[1,"0234000:THINPREP NON-GYN KIT WITH CYTOLYT",null,1,null,1,null,"420.00",null,"420.00"]
[]
[]
[]
["Special Instructions ",null,"SUBTOTAL",null,"TAX",null,"S&H",null,"TOTAL"]
[null,null,"420.00",null,"82.32",null,"0.00",null,"502.32"]
[]
[]
["REMIT TO:"," Inc.","ELECTRONIC WIRE INSTRUCTIONS",null,"FEDERAL ID: 04-2902449"]
[null,"24506 Network Place","Account #:",323869386]
[null,"Chicago, IL 60673-1245","ABA Routing:","021-000021"]
[null,null,"SWIFTCODE:","CHASUS33"]
[]
["\"We also accept MasterCard, Visa and American Express credit cards.\""]
["Invoice Disclaimer: Certain Providers may have independent obligations to affirmatively advise their third party payer, fiscal intermediaries, carriers or fiscal agents about the existence of a discount.  As required by law or contract, any discounts on this invoice must be reported to these entities."]
[]
[", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
["1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
["2. PRICES. Prices, fees and charges for Equipment, Consumable Supplies, Software (collectively \"Products\") and Services (including maintenance and training as described in 's then-published Service Description) are current as of the date of the Agreement, are payable in United States (U.S.) Dollars only, and do not include any taxes, assessments, import duties or other government charges (Taxes), all of which (excluding Taxes based on 's net income) shall be paid by Buyer. Costs for special handling due to Buyer's requirements shall be billed separately. If Buyer claims any Tax exemption, it must furnish a valid tax exemption certificate before Delivery (as this term is defined below). Buyer shall reimburse any Taxes that  collects or pays. Prices are subject to change if Delivery is delayed due to Buyer delay in providing needed information. Buyer is notified pursuant to 42 CFR §1001.952(h), that if Buyer is required by a federal or state healthcare program to submit a cost report or otherwise submits a claim for payment to such program, Buyer may be required to report discounts (if any) contained in this Quotation."]
["3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
["4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
["5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
["6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
["7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
["8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
["9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
["10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
["11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
["12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
["13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
["14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
["15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
["16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
["17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
[]
[]
[]
["35 Crosby Drive",null,", INC.",null,"INVOICE"]
["Bedford, MA 01730",null,"Tel: ",null,"Number"]
[null,null,"E-Mail: ",null,1201943]
[{"$nulls":4},"Date","Page"]
[{"$nulls":4},"2012-06-29","1 of 1"]
[{"$nulls":4},"PO Number"]
[{"$nulls":4},"CACMAG1206-0700"]
[{"$nulls":4},"Sales Order Number"]
[{"$nulls":4},2505786]
[{"$nulls":4},"Customer Num","Currency"]
[{"$nulls":4},131433,"EUR"]
["BILL TO:",null,"SHIP TO:",null,"Waybill Number"]
["ATTN: ACCOUNTS PAYABLE",null,"INSTITUT PAOLI CALMETTES",null,0]
["INSTITUT PAOLI CALMETTES",null,"232 BOULEVARD SAINTE MARGUERIT"]
["232 BOULEVARD SAINTE MARGUERIT",null,"MAGASIN MÉDICAL"]
["MAGASIN MÉDICAL",null,"BP 156"]
["BP 156",null,"MARSEILLE CEDEX 9,  13273"]
["MARSEILLE CEDEX 9,  13273",null,"France"]
["France "]
[]
[]
["Terms",null,"Due Date","Salesperson",null,null,"Customer Contact"]
["90 NET ",null,"2012-09-27","Gonzalez, Fabrice"]
["Ship Date ",null,null,"Ship Via",null,null,"Shipping Reference"]
["2012-06-29",null,null,"SAFLOG"]
["Freight Terms",null,null,"Requestor/Delivery",null,null,"Confirm To/Telephone"]
[]
["Item","Part Number/Description",null,null,"Quantity",null,null,"Unit Price","Extension"]
["No.",null,null,null,"Ordered","Shipped"]
[]
[1,"0234000:THINPREP NON-GYN KIT WITH CYTOLYT",null,1,null,1,null,"420.38",null,"420.38"]
[2,"70372-001:THINPREP MICROSCOPE SLIDES,NON-GYN,100 PK",null,5,null,5,null,"14.55",null,"72.75"]
[]
[]
[]
["Special Instructions ",null,"SUBTOTAL",null,"TAX",null,"S&H",null,"TOTAL"]
[null,null,"493.13",null,"96.65",null,"0.00",null,"589.78"]
[]
[]
["REMIT TO:"," Inc.","ELECTRONIC WIRE INSTRUCTIONS",null,"FEDERAL ID: 04-2902449"]
[null,"24506 Network Place","Account #:",323869386]
[null,"Chicago, IL 60673-1245","ABA Routing:","021-000021"]
[null,null,"SWIFTCODE:","CHASUS33"]
[]
["\"We also accept MasterCard, Visa and American Express credit cards.\""]
["Invoice Disclaimer: Certain Providers may have independent obligations to affirmatively advise their third party payer, fiscal intermediaries, carriers or fiscal agents about the existence of a discount.  As required by law or contract, any discounts on this invoice must be reported to these entities."]
[]
[", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
["1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
["2. PRICES. Prices, fees and charges for Equipment, Consumable Supplies, Software (collectively \"Products\") and Services (including maintenance and training as described in 's then-published Service Description) are current as of the date of the Agreement, are payable in United States (U.S.) Dollars only, and do not include any taxes, assessments, import duties or other government charges (Taxes), all of which (excluding Taxes based on 's net income) shall be paid by Buyer. Costs for special handling due to Buyer's requirements shall be billed separately. If Buyer claims any Tax exemption, it must furnish a valid tax exemption certificate before Delivery (as this term is defined below). Buyer shall reimburse any Taxes that  collects or pays. Prices are subject to change if Delivery is delayed due to Buyer delay in providing needed information. Buyer is notified pursuant to 42 CFR §1001.952(h), that if Buyer is required by a federal or state healthcare program to submit a cost report or otherwise submits a claim for payment to such program, Buyer may be required to report discounts (if any) contained in this Quotation."]
["3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
["4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
["5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
["6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
["7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
["8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
["9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
["10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
["11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
["12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
["13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
["14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
["15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
["16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
["17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
[]
[]
[]
["35 Crosby Drive",null,", INC.",null,"INVOICE"]
["Bedford, MA 01730",null,"Tel: ",null,"Number"]
[null,null,"E-Mail: ",null,1201944]
[{"$nulls":4},"Date","Page"]
[{"$nulls":4},"2012-06-29","1 of 1"]
[{"$nulls":4},"PO Number"]
[{"$nulls":4},2689]
[{"$nulls":4},"Sales Order Number"]
[{"$nulls":4},2505790]
[{"$nulls":4},"Customer Num","Currency"]
[{"$nulls":4},131476,"EUR"]
["BILL TO:",null,"SHIP TO:",null,"Waybill Number"]
["ATTN: ACCOUNTS PAYABLE",null,"GCS JULES VERNE",null,0]
["GCS JULES VERNE",null,"PHARMACIE À USAGE INTERIEUR"]
["PHARMACIE À USAGE INTERIEUR",null,"2-4, ROUTE DE PARIS"]
["2-4, ROUTE DE PARIS",null,"NANTES CEDEX 3,  44314"]
["NANTES CEDEX 3,  44314",null,"France"]
["France "]
[]
[]
["Terms",null,"Due Date","Salesperson",null,null,"Customer Contact"]
["60 NET ",null,"28-AUG-12","Nicolas, Lionel"]
["Ship Date ",null,null,"Ship Via",null,null,"Shipping Reference"]
["2012-06-29",null,null,"SAFLOG"]
["Freight Terms",null,null,"Requestor/Delivery",null,null,"Confirm To/Telephone"]
[]
["Item","Part Number/Description",null,null,"Quantity",null,null,"Unit Price","Extension"]
["No.",null,null,null,"Ordered","Shipped"]
[]
[1,"NS2000:NOVASURE STERILIZED DEVICE 3 PK",null,2,null,2,null,"1,650.00",null,"3,300.00"]
[]
[]
[]
["Special Instructions ",null,"SUBTOTAL",null,"TAX",null,"S&H",null,"TOTAL"]
[null,null,"3,300.00",null,"646.80",null,"0.00",null,"3,946.80"]
[]
[]
["REMIT TO:"," Inc.","ELECTRONIC WIRE INSTRUCTIONS",null,"FEDERAL ID: 04-2902449"]
[null,"24506 Network Place","Account #:",323869386]
[null,"Chicago, IL 60673-1245","ABA Routing:","021-000021"]
[null,null,"SWIFTCODE:","CHASUS33"]
[]
["\"We also accept MasterCard, Visa and American Express credit cards.\""]
["Invoice Disclaimer: Certain Providers may have independent obligations to affirmatively advise their third party payer, fiscal intermediaries, carriers or fiscal agents about the existence of a discount.  As required by law or contract, any discounts on this invoice must be reported to these entities."]
[]
[", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
["1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
["2. PRICES. Prices, fees and charges for Equipment, Consumable Supplies, Software (collectively \"Products\") and Services (including maintenance and training as described in 's then-published Service Description) are current as of the date of the Agreement, are payable in United States (U.S.) Dollars only, and do not include any taxes, assessments, import duties or other government charges (Taxes), all of which (excluding Taxes based on 's net income) shall be paid by Buyer. Costs for special handling due to Buyer's requirements shall be billed separately. If Buyer claims any Tax exemption, it must furnish a valid tax exemption certificate before Delivery (as this term is defined below). Buyer shall reimburse any Taxes that  collects or pays. Prices are subject to change if Delivery is delayed due to Buyer delay in providing needed information. Buyer is notified pursuant to 42 CFR §1001.952(h), that if Buyer is required by a federal or state healthcare program to submit a cost report or otherwise submits a claim for payment to such program, Buyer may be required to report discounts (if any) contained in this Quotation."]
["3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
["4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
["5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
["6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
["7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
["8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
["9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
["10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
["11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
["12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
["13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
["14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
["15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
["16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
["17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
[]
[]
[]
["35 Crosby Drive",null,", INC.",null,"INVOICE"]
["Bedford, MA 01730",null,"Tel: ",null,"Number"]
[null,null,"E-Mail: ",null,1201945]
[{"$nulls":4},"Date","Page"]
[{"$nulls":4},"2012-06-29","1 of 1"]
[{"$nulls":4},"PO Number"]
[]
[{"$nulls":4},"Sales Order Number"]
[{"$nulls":4},2505801]
[{"$nulls":4},"Customer Num","Currency"]
[{"$nulls":4},131280,"EUR"]
["BILL TO:",null,"SHIP TO:",null,"Waybill Number"]
["ATTN: ACCOUNTS PAYABLE",null,"CH RODEZ",null,0]
["CH RODEZ",null,"LABORATOIRE ANAPATH"]
["SERVICES ECONOMIQUES",null,"SITE DE BOURRAN-AVENUE DE L'HÔPITAL"]
["SITE DE BOURRAN",null,"RODEZ CEDEX 9,  12027"]
["ZAC AVENUE DE L'HÔPITAL",null,"France"]
["RODEZ CEDEX 9,  12027"]
["France "]
[]
[]
["Terms",null,"Due Date","Salesperson",null,null,"Customer Contact"]
["50 Net ",null,"18-AUG-12"]
["Ship Date ",null,null,"Ship Via",null,null,"Shipping Reference"]
["2012-06-29"]
["Freight Terms",null,null,"Requestor/Delivery",null,null,"Confirm To/Telephone"]
[]
["Item","Part Number/Description",null,null,"Quantity",null,null,"Unit Price","Extension"]
["No.",null,null,null,"Ordered","Shipped"]
[]
[1,"04958-001:SENSOR, HPT",null,1,null,1,null,"313.52",null,"313.52"]
[2,"71950-001:KIT, VALVE QTO",null,1,null,1,null,"162.54",null,"162.54"]
[3,"70021-001:PULLEY ASSY, IDLER, ROTATING PLATE",null,2,null,2,null,"91.52",null,"183.04"]
[4,"71116-001S:TP2000 TS SYS PWR SUPPLY ASSY",null,1,null,1,null,"291.15",null,"291.15"]
[]
[]
[]
["Special Instructions ",null,"SUBTOTAL",null,"TAX",null,"S&H",null,"TOTAL"]
[null,null,"950.25",null,"186.26",null,"0.00",null,"1,136.51"]
[]
[]
["REMIT TO:"," Inc.","ELECTRONIC WIRE INSTRUCTIONS",null,"FEDERAL ID: 04-2902449"]
[null,"24506 Network Place","Account #:",323869386]
[null,"Chicago, IL 60673-1245","ABA Routing:","021-000021"]
[null,null,"SWIFTCODE:","CHASUS33"]
[]
["\"We also accept MasterCard, Visa and American Express credit cards.\""]
["Invoice Disclaimer: Certain Providers may have independent obligations to affirmatively advise their third party payer, fiscal intermediaries, carriers or fiscal agents about the existence of a discount.  As required by law or contract, any discounts on this invoice must be reported to these entities."]
[]
[", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
["1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
["2. PRICES. Prices, fees and charges for Equipment, Consumable Supplies, Software (collectively \"Products\") and Services (including maintenance and training as described in 's then-published Service Description) are current as of the date of the Agreement, are payable in United States (U.S.) Dollars only, and do not include any taxes, assessments, import duties or other government charges (Taxes), all of which (excluding Taxes based on 's net income) shall be paid by Buyer. Costs for special handling due to Buyer's requirements shall be billed separately. If Buyer claims any Tax exemption, it must furnish a valid tax exemption certificate before Delivery (as this term is defined below). Buyer shall reimburse any Taxes that  collects or pays. Prices are subject to change if Delivery is delayed due to Buyer delay in providing needed information. Buyer is notified pursuant to 42 CFR §1001.952(h), that if Buyer is required by a federal or state healthcare program to submit a cost report or otherwise submits a claim for payment to such program, Buyer may be required to report discounts (if any) contained in this Quotation."]
["3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
["4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
["5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
["6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
["7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
["8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
["9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
["10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
["11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
["12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
["13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
["14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
["15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
["16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
["17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
[]
[]
[]
["35 Crosby Drive",null,", INC.",null,"INVOICE"]
["Bedford, MA 01730",null,"Tel: ",null,"Number"]
[null,null,"E-Mail: ",null,1201946]
[{"$nulls":4},"Date","Page"]
[{"$nulls":4},"2012-06-29","1 of 1"]
[{"$nulls":4},"PO Number"]
[{"$nulls":4},"EF/00928522"]
[{"$nulls":4},"Sales Order Number"]
[{"$nulls":4},2505788]
[{"$nulls":4},"Customer Num","Currency"]
[{"$nulls":4},131420,"EUR"]
["BILL TO:",null,"SHIP TO:",null,"Waybill Number"]
["ATTN: ACCOUNTS PAYABLE",null,"CHU DE GRENOBLE",null,0]
["CHU DE GRENOBLE",null,"MAGASIN BIOLOGIE"]
["DIRECTION DES AFFAIRES ECONOMI",null,"HOPITAL NORD - INSTITUT DE BIOLOGIE ET PATHOLOGIE"]
["BP 217",null,"BOULEVARD DE LA CHANTOURNE"]
["GRENOBLE CEDEX 09,  38043",null,"LA TRONCHE,  38700"]
["France ",null,"France"]
[]
[]
["Terms",null,"Due Date","Salesperson",null,null,"Customer Contact"]
["50 Net ",null,"18-AUG-12","Gonzalez, Fabrice"]
["Ship Date ",null,null,"Ship Via",null,null,"Shipping Reference"]
["2012-06-29",null,null,"SAFLOG"]
["Freight Terms",null,null,"Requestor/Delivery",null,null,"Confirm To/Telephone"]
[]
["Item","Part Number/Description",null,null,"Quantity",null,null,"Unit Price","Extension"]
["No.",null,null,null,"Ordered","Shipped"]
[]
[1,"70204-002-KIT:THINPREP NON-GYN KIT",null,3,null,3,null,"380.00",null,"1,140.00"]
[]
[]
[]
["Special Instructions ",null,"SUBTOTAL",null,"TAX",null,"S&H",null,"TOTAL"]
[null,null,"1,140.00",null,"223.44",null,"0.00",null,"1,363.44"]
[]
[]
["REMIT TO:"," Inc.","ELECTRONIC WIRE INSTRUCTIONS",null,"FEDERAL ID: 04-2902449"]
[null,"24506 Network Place","Account #:",323869386]
[null,"Chicago, IL 60673-1245","ABA Routing:","021-000021"]
[null,null,"SWIFTCODE:","CHASUS33"]
[]
["\"We also accept MasterCard, Visa and American Express credit cards.\""]
["Invoice Disclaimer: Certain Providers may have independent obligations to affirmatively advise their third party payer, fiscal intermediaries, carriers or fiscal agents about the existence of a discount.  As required by law or contract, any discounts on this invoice must be reported to these entities."]
[]
[", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
["1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
["2. PRICES. Prices, fees and charges for Equipment, Consumable Supplies, Software (collectively \"Products\") and Services (including maintenance and training as described in 's then-published Service Description) are current as of the date of the Agreement, are payable in United States (U.S.) Dollars only, and do not include any taxes, assessments, import duties or other government charges (Taxes), all of which (excluding Taxes based on 's net income) shall be paid by Buyer. Costs for special handling due to Buyer's requirements shall be billed separately. If Buyer claims any Tax exemption, it must furnish a valid tax exemption certificate before Delivery (as this term is defined below). Buyer shall reimburse any Taxes that  collects or pays. Prices are subject to change if Delivery is delayed due to Buyer delay in providing needed information. Buyer is notified pursuant to 42 CFR §1001.952(h), that if Buyer is required by a federal or state healthcare program to submit a cost report or otherwise submits a claim for payment to such program, Buyer may be required to report discounts (if any) contained in this Quotation."]
["3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
["4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
["5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
["6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
["7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
["8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
["9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
["10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
["11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
["12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
["13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
["14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
["15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
["16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
["17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
[]
[]
[]
["35 Crosby Drive",null,", INC.",null,"INVOICE"]
["Bedford, MA 01730",null,"Tel: ",null,"Number"]
[null,null,"E-Mail: ",null,1201947]
[{"$nulls":4},"Date","Page"]
[{"$nulls":4},"2012-06-29","1 of 1"]
[{"$nulls":4},"PO Number"]
[{"$nulls":4},"PROGRAMME 2012"]
[{"$nulls":4},"Sales Order Number"]
[{"$nulls":4},2504239]
[{"$nulls":4},"Customer Num","Currency"]
[{"$nulls":4},131428,"EUR"]
["BILL TO:",null,"SHIP TO:",null,"Waybill Number"]
["ATTN: ACCOUNTS PAYABLE",null,"CENTRE PATHOLOGIQUE FOCH-DR MARTY",null,0]
["CENTRE PATHOLOGIQUE FOCH-DR MARTY",null,"52 RUE D'AVIAU"]
["52 RUE D'AVIAU",null,"BORDEAUX,  33076"]
["BORDEAUX,  33076",null,"France"]
["France "]
[]
[]
["Terms",null,"Due Date","Salesperson",null,null,"Customer Contact"]
["30 NET ",null,"2012-07-29","Chaptois, Herve"]
["Ship Date ",null,null,"Ship Via",null,null,"Shipping Reference"]
["2012-06-29",null,null,"SAFLOG"]
["Freight Terms",null,null,"Requestor/Delivery",null,null,"Confirm To/Telephone"]
[]
["Item","Part Number/Description",null,null,"Quantity",null,null,"Unit Price","Extension"]
["No.",null,null,null,"Ordered","Shipped"]
[]
[1,"70096-004:THINPREP PAP TEST KIT WITH ROVERS",null,4,null,4,null,"2,100.00",null,"8,400.00"]
[]
[]
[]
["Special Instructions ",null,"SUBTOTAL",null,"TAX",null,"S&H",null,"TOTAL"]
[null,null,"8,400.00",null,"1,646.40",null,"0.00",null,"10,046.40"]
[]
[]
["REMIT TO:"," Inc.","ELECTRONIC WIRE INSTRUCTIONS",null,"FEDERAL ID: 04-2902449"]
[null,"24506 Network Place","Account #:",323869386]
[null,"Chicago, IL 60673-1245","ABA Routing:","021-000021"]
[null,null,"SWIFTCODE:","CHASUS33"]
[]
["\"We also accept MasterCard, Visa and American Express credit cards.\""]
["Invoice Disclaimer: Certain Providers may have independent obligations to affirmatively advise their third party payer, fiscal intermediaries, carriers or fiscal agents about the existence of a discount.  As required by law or contract, any discounts on this invoice must be reported to these entities."]
[]
[", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
["1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
["2. PRICES. Prices, fees and charges for Equipment, Consumable Supplies, Software (collectively \"Products\") and Services (including maintenance and training as described in 's then-published Service Description) are current as of the date of the Agreement, are payable in United States (U.S.) Dollars only, and do not include any taxes, assessments, import duties or other government charges (Taxes), all of which (excluding Taxes based on 's net income) shall be paid by Buyer. Costs for special handling due to Buyer's requirements shall be billed separately. If Buyer claims any Tax exemption, it must furnish a valid tax exemption certificate before Delivery (as this term is defined below). Buyer shall reimburse any Taxes that  collects or pays. Prices are subject to change if Delivery is delayed due to Buyer delay in providing needed information. Buyer is notified pursuant to 42 CFR §1001.952(h), that if Buyer is required by a federal or state healthcare program to submit a cost report or otherwise submits a claim for payment to such program, Buyer may be required to report discounts (if any) contained in this Quotation."]
["3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
["4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
["5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
["6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
["7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
["8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
["9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
["10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
["11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
["12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
["13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
["14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
["15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
["16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
["17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
[]
[]
[]
["35 Crosby Drive",null,", INC.",null,"INVOICE"]
["Bedford, MA 01730",null,"Tel: ",null,"Number"]
[null,null,"E-Mail: ",null,1201948]
[{"$nulls":4},"Date","Page"]
[{"$nulls":4},"2012-06-29","1 of 1"]
[{"$nulls":4},"PO Number"]
[{"$nulls":4},"PROGRAMME 2012 1Q"]
[{"$nulls":4},"Sales Order Number"]
[{"$nulls":4},2504505]
[{"$nulls":4},"Customer Num","Currency"]
[{"$nulls":4},131465,"EUR"]
["BILL TO:",null,"SHIP TO:",null,"Waybill Number"]
["ATTN: ACCOUNTS PAYABLE",null,"TECHNIPATH",null,0]
["TECHNIPATH",null,"41 ALLEE DES CYPRES"]
["41 ALLEE DES CYPRES",null,"LIMONEST,  69760"]
["LIMONEST,  69760",null,"France"]
["France "]
[]
[]
["Terms",null,"Due Date","Salesperson",null,null,"Customer Contact"]
["30 NET ",null,"2012-07-29","Le Tournel, Bertrand"]
["Ship Date ",null,null,"Ship Via",null,null,"Shipping Reference"]
["2012-06-29",null,null,"SAFLOG"]
["Freight Terms",null,null,"Requestor/Delivery",null,null,"Confirm To/Telephone"]
[]
["Item","Part Number/Description",null,null,"Quantity",null,null,"Unit Price","Extension"]
["No.",null,null,null,"Ordered","Shipped"]
[]
[1,"70098-002:PRESERVCYT INT'L SOLUTION KIT",null,16,null,16,null,"250.00",null,"4,000.00"]
[]
[null,"Notes: LIVRAISON DE 08H00 A 12H00"]
[]
["Special Instructions ",null,"SUBTOTAL",null,"TAX",null,"S&H",null,"TOTAL"]
[null,null,"4,000.00",null,"784.00",null,"0.00",null,"4,784.00"]
[]
[]
["REMIT TO:"," Inc.","ELECTRONIC WIRE INSTRUCTIONS",null,"FEDERAL ID: 04-2902449"]
[null,"24506 Network Place","Account #:",323869386]
[null,"Chicago, IL 60673-1245","ABA Routing:","021-000021"]
[null,null,"SWIFTCODE:","CHASUS33"]
[]
["\"We also accept MasterCard, Visa and American Express credit cards.\""]
["Invoice Disclaimer: Certain Providers may have independent obligations to affirmatively advise their third party payer, fiscal intermediaries, carriers or fiscal agents about the existence of a discount.  As required by law or contract, any discounts on this invoice must be reported to these entities."]
[]
[", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
["1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
["2. PRICES. Prices, fees and charges for Equipment, Consumable Supplies, Software (collectively \"Products\") and Services (including maintenance and training as described in 's then-published Service Description) are current as of the date of the Agreement, are payable in United States (U.S.) Dollars only, and do not include any taxes, assessments, import duties or other government charges (Taxes), all of which (excluding Taxes based on 's net income) shall be paid by Buyer. Costs for special handling due to Buyer's requirements shall be billed separately. If Buyer claims any Tax exemption, it must furnish a valid tax exemption certificate before Delivery (as this term is defined below). Buyer shall reimburse any Taxes that  collects or pays. Prices are subject to change if Delivery is delayed due to Buyer delay in providing needed information. Buyer is notified pursuant to 42 CFR §1001.952(h), that if Buyer is required by a federal or state healthcare program to submit a cost report or otherwise submits a claim for payment to such program, Buyer may be required to report discounts (if any) contained in this Quotation."]
["3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
["4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
["5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
["6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
["7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
["8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
["9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
["10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
["11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
["12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
["13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
["14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
["15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
["16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
["17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
[]
[]
[]
["35 Crosby Drive",null,", INC.",null,"INVOICE"]
["Bedford, MA 01730",null,"Tel: ",null,"Number"]
[null,null,"E-Mail: ",null,1201949]
[{"$nulls":4},"Date","Page"]
[{"$nulls":4},"2012-06-29","1 of 1"]
[{"$nulls":4},"PO Number"]
[{"$nulls":4},"PROGRAMME 2012 1Q"]
[{"$nulls":4},"Sales Order Number"]
[{"$nulls":4},2504505]
[{"$nulls":4},"Customer Num","Currency"]
[{"$nulls":4},131465,"EUR"]
["BILL TO:",null,"SHIP TO:",null,"Waybill Number"]
["ATTN: ACCOUNTS PAYABLE",null,"TECHNIPATH",null,0]
["TECHNIPATH",null,"41 ALLEE DES CYPRES"]
["41 ALLEE DES CYPRES",null,"LIMONEST,  69760"]
["LIMONEST,  69760",null,"France"]
["France "]
[]
[]
["Terms",null,"Due Date","Salesperson",null,null,"Customer Contact"]
["30 NET ",null,"2012-07-29","Gonzalez, Fabrice"]
["Ship Date ",null,null,"Ship Via",null,null,"Shipping Reference"]
["2012-06-29",null,null,"SAFLOG"]
["Freight Terms",null,null,"Requestor/Delivery",null,null,"Confirm To/Telephone"]
[]
["Item","Part Number/Description",null,null,"Quantity",null,null,"Unit Price","Extension"]
["No.",null,null,null,"Ordered","Shipped"]
[]
[1,"70204-002-KIT:THINPREP NON-GYN KIT",null,3,null,3,null,"380.00",null,"1,140.00"]
[]
[null,"Notes: LIVRAISON DE 08H00 A 12H00"]
[]
["Special Instructions ",null,"SUBTOTAL",null,"TAX",null,"S&H",null,"TOTAL"]
[null,null,"1,140.00",null,"223.44",null,"0.00",null,"1,363.44"]
[]
[]
["REMIT TO:"," Inc.","ELECTRONIC WIRE INSTRUCTIONS",null,"FEDERAL ID: 04-2902449"]
[null,"24506 Network Place","Account #:",323869386]
[null,"Chicago, IL 60673-1245","ABA Routing:","021-000021"]
[null,null,"SWIFTCODE:","CHASUS33"]
[]
["\"We also accept MasterCard, Visa and American Express credit cards.\""]
["Invoice Disclaimer: Certain Providers may have independent obligations to affirmatively advise their third party payer, fiscal intermediaries, carriers or fiscal agents about the existence of a discount.  As required by law or contract, any discounts on this invoice must be reported to these entities."]
[]
[", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
["1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
["2. PRICES. Prices, fees and charges for Equipment, Consumable Supplies, Software (collectively \"Products\") and Services (including maintenance and training as described in 's then-published Service Description) are current as of the date of the Agreement, are payable in United States (U.S.) Dollars only, and do not include any taxes, assessments, import duties or other government charges (Taxes), all of which (excluding Taxes based on 's net income) shall be paid by Buyer. Costs for special handling due to Buyer's requirements shall be billed separately. If Buyer claims any Tax exemption, it must furnish a valid tax exemption certificate before Delivery (as this term is defined below). Buyer shall reimburse any Taxes that  collects or pays. Prices are subject to change if Delivery is delayed due to Buyer delay in providing needed information. Buyer is notified pursuant to 42 CFR §1001.952(h), that if Buyer is required by a federal or state healthcare program to submit a cost report or otherwise submits a claim for payment to such program, Buyer may be required to report discounts (if any) contained in this Quotation."]
["3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
["4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
["5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
["6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
["7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
["8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
["9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
["10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
["11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
["12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
["13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
["14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
["15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
["16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
["17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
[]
[]
[]
["35 Crosby Drive",null,", INC.",null,"INVOICE"]
["Bedford, MA 01730",null,"Tel: +33 01 48 17 83 70",null,"Number"]
[null,null,"E-Mail: france@.com",null,1201950]
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["HOPITAL LARIBOISIERE - FERNAND WIDAL",null,"PRODUIT HORS MAGASIN HÔTELIER"]
["SERVICE FACTURIER AP/HAP+L13",null,"PORTE 9, SECTEUR GRIS, 1ER SOUS SOL"]
["TSA 81234",null,"41, BLD DE LA CHAPELLE"]
["PARIS CEDEX 04,  75184",null,"PARIS,  75010"]
["France ",null,"France"]
[]
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["60 NET ",null,"28-AUG-12","Cachera, Pascaline"]
["Ship Date ",null,null,"Ship Via",null,null,"Shipping Reference"]
["2012-06-29",null,null,"SAFLOG"]
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["Item","Part Number/Description",null,null,"Quantity",null,null,"Unit Price","Extension"]
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[1,"70096-004:THINPREP PAP TEST KIT WITH ROVERS",null,1,null,1,null,"2,050.00",null,"2,050.00"]
[]
[]
[]
["Special Instructions ",null,"SUBTOTAL",null,"TAX",null,"S&H",null,"TOTAL"]
[null,null,"2,050.00",null,"401.80",null,"0.00",null,"2,451.80"]
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["REMIT TO:"," Inc.","ELECTRONIC WIRE INSTRUCTIONS",null,"FEDERAL ID: 04-2902449"]
[null,"24506 Network Place","Account #:",323869386]
[null,"Chicago, IL 60673-1245","ABA Routing:","021-000021"]
[null,null,"SWIFTCODE:","CHASUS33"]
[]
["\"We also accept MasterCard, Visa and American Express credit cards.\""]
["Invoice Disclaimer: Certain Providers may have independent obligations to affirmatively advise their third party payer, fiscal intermediaries, carriers or fiscal agents about the existence of a discount.  As required by law or contract, any discounts on this invoice must be reported to these entities."]
[]
[", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
["1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
["2. PRICES. Prices, fees and charges for Equipment, Consumable Supplies, Software (collectively \"Products\") and Services (including maintenance and training as described in 's then-published Service Description) are current as of the date of the Agreement, are payable in United States (U.S.) Dollars only, and do not include any taxes, assessments, import duties or other government charges (Taxes), all of which (excluding Taxes based on 's net income) shall be paid by Buyer. Costs for special handling due to Buyer's requirements shall be billed separately. If Buyer claims any Tax exemption, it must furnish a valid tax exemption certificate before Delivery (as this term is defined below). Buyer shall reimburse any Taxes that  collects or pays. Prices are subject to change if Delivery is delayed due to Buyer delay in providing needed information. Buyer is notified pursuant to 42 CFR §1001.952(h), that if Buyer is required by a federal or state healthcare program to submit a cost report or otherwise submits a claim for payment to such program, Buyer may be required to report discounts (if any) contained in this Quotation."]
["3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
["4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
["5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
["6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
["7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
["8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
["9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
["10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
["11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
["12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
["13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
["14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
["15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
["16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
["17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]

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[null,"FEDERAL ID: 04-2902449",{"$nulls":4},", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
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[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[null,"FEDERAL ID: 04-2902449",{"$nulls":4},", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[null,"FEDERAL ID: 04-2902449",{"$nulls":4},", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[null,"FEDERAL ID: 04-2902449",{"$nulls":4},", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[null,"FEDERAL ID: 04-2902449",{"$nulls":4},", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[null,"FEDERAL ID: 04-2902449",{"$nulls":4},", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[null,"FEDERAL ID: 04-2902449",{"$nulls":4},", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[null,"FEDERAL ID: 04-2902449",{"$nulls":4},", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[null,"FEDERAL ID: 04-2902449",{"$nulls":4},", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[null,"FEDERAL ID: 04-2902449",{"$nulls":4},", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[null,"FEDERAL ID: 04-2902449",{"$nulls":4},", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[null,"FEDERAL ID: 04-2902449",{"$nulls":4},", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[null,"FEDERAL ID: 04-2902449",{"$nulls":4},", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]
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[null,"FEDERAL ID: 04-2902449",{"$nulls":4},", INC. TERMS & CONDITIONS OF SALE, LICENSE AND SUPPORT (all products world-wide)"]
[]
[{"$nulls":6},"1. AGREEMENT. The Quotation and these Terms & Conditions of Sale, License and Support (including  documents specifically referenced herein) comprise the complete and exclusive agreement between  and Buyer (\"Agreement\"); supersede all other quotations, agreements, understandings, warranties and representations (whether written or oral) between the parties; and may be accepted only in accord with their terms. Any Buyer documentation that conflicts with or purports to modify this Agreement is hereby rejected and of no effect unless specifically agreed to as set forth herein, except to confirm amounts ordered. This Agreement may be modified only by a subsequent hard-copy document that purports to do so, and refers specifically hereto, and is signed by duly authorized officers of both parties."]
[{"$nulls":6},"3. PAYMENT. Payment terms for Products are stated on the front of the Quotation. Unless otherwise indicated, the first payment percentage is due with the order, the second payment percentage is due upon Delivery, and the remaining payment is due upon  notification of Installation, or Delivery if Products are designated as Buyer installed. For installations outside of the U.S., Buyer shall provide above-described first payment, and an irrevocable Letter of Credit (\"L.C.\") guaranteed by a U.S. bank and satisfactory to  for the remaining balance, and payable upon presentation of 's invoice and bill of lading evidencing Delivery. If Buyer has not furnished shipping instructions prior to the Estimated Delivery Date or if the Site is not ready for installation, the then-remaining balance shall be due immediately upon presentation of 's invoice(s) and certificate that ordered items are ready for Delivery.  retains a purchase money security interest in Products to secure payment of the total purchase price thereof; Buyer hereby grants the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest, agrees to execute and deliver such other documents as  may request in connection therewith. Overdue payments are subject to a finance charge of 1.5% per month or the maximum legal rate, whichever is less. Buyer will be responsible for all costs (including reasonable attorneys' fees) of  's collecting overdue payments and taking possession or otherwise disposing of Products for which payment is overdue. SERVICES: Service payments are due thirty days following invoice date."]
[{"$nulls":6},"4. ORDERS. Orders are subject to written acceptance, receipt of specified deposits, and continuing credit approval. Buyer may cancel any Product order prior to the Estimated Delivery Date by written notice, subject to a cancellation fee equal to any deposit made with , or if no deposit is made, equal to twenty percent (20%) of the total order purchase price for cancellation sixty-one (61) or more days prior to the estimated Delivery Date and thirty-five percent (35%) within sixty (60) days of the Estimated Delivery Date. Once Delivery of any portion of a Product order has occurred, the order cannot be canceled. Service orders may be terminated by either party at any time for any reason on sixty (60) days or for default on ten (10) days advance written notice.  shall not be obligated to deliver any Product or perform any Service during any period when any Buyer payment is past due."]
[{"$nulls":6},"5. PRODUCT DELIVERY & RISK OF LOSS. Unless otherwise specified in the Quotation, Product Delivery shall occur Ex Works (Incoterms 2000) carrier's equipment at the factory of  or its supplier (\"Delivery\"). Risk of loss or damage shall pass to Buyer upon Delivery. Transportation from the point of Delivery shall be at Buyer's sole risk and expense, and claims for loss or damage in transit from the point of Delivery shall be against the carrier only. 's obligations under this Agreement are subject to force majeure, including civil insurrection, terrorism, fire, labor disputes, shortages, delays of suppliers or contractors, or government priority systems.  will use reasonable efforts to meet Estimated Delivery Dates but shall not be liable for failure to do so."]
[{"$nulls":6},"6. INSTALLATION & ACCEPTANCE.  will cause to be installed all Products designated as -installed, at no charge, at the agreed Site. 's Delivery and Installation responsibilities shall be subject to Buyer's cooperating in preparing and maintaining the Site including all electrical and other connections and all environmental conditions in compliance with  specifications and all applicable regulations. Unless otherwise specifically agreed, installation shall be complete and acceptance shall occur upon the earlier of 's demonstration that Products meet 's then-current specifications or Buyer's first patient use (\"Installation\"). If Buyer fails to accept Delivery on the Estimated Delivery Date, Buyer shall immediately pay the full purchase price as if Delivery and Installation had occurred, and if  decides to store ordered Product, 's reasonable insurance, handling and storage charges. If  decides not to store ordered Product, it is hereby authorized to arrange shipment and storage in a bonded warehouse at Buyer's sole risk and expense."]
[{"$nulls":6},"7. WARRANTIES. Equipment and Software are warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Installation (or from the date three (3) months after Delivery, whichever occurs first), provided that Suros brand Equipment is warranted to the original Buyer to perform substantially in accord with published Product Specifications for one year starting from the date of Delivery, and Lorad Brand after-sale options and accessories are warranted for six (6) months and Lorad x-ray tubes are warranted on a straight-line prorated basis as stated in the applicable Product Specification (Warranty Period\"). Replacement parts are warranted for the longer of the remainder of the Warranty Period or ninety (90) days from Delivery. Consumable Supplies are warranted to conform to published specifications for a period ending on the expiration date shown on their respective packages. Services are warranted to be supplied in a workman-like manner.  does not warrant that use of Products will be uninterrupted or error-free, or that Products will operate with non- authorized third-party products. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. These warranties do not apply to any item that is: (a) repaired, moved or altered other than by  authorized service personnel; (b) subjected to physical (including thermal or electrical) abuse, stress, or misuse; (c) stored, maintained or operated in any manner inconsistent with applicable  specifications or instructions; or (d) designated as supplied subject to a  non- warranty or on a pre-release or \"as-is\" basis."]
[{"$nulls":6},"8. CLAIMS & REMEDIES. In the event of any such Warranty claim,  will replace with new or repaired items any Equipment part or component or Consumable Supply that is in breach of Warranty, and will use reasonable efforts to promptly fix or provide a workaround for any Software defect or bug which prevents operation in substantial conformity with functional specifications. Alternatively,  may elect to repay or credit to Buyer an amount equal to the purchase price of the defective Equipment, component, Software, Consumable Supply or Service. Items replaced shall become  property. All claims shall be initiated by contacting  within the applicable Warranty Period and thirty (30) days after discovery of the breach or non-conformity.  must be afforded reasonable access and opportunity to inspect all associated materials. If  and Buyer are unable to settle any claim, Buyer must institute legal action within one (1) year after the claim arises; thereafter all such claims shall be barred. These remedies shall comprise 's entire liability and Buyer's exclusive remedy for breach of warranty and are in lieu of any other remedy at law or equity."]
[{"$nulls":6},"9. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, (1)  SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE OR USE OF PRODUCT ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO; (2) 'S ENTIRE WARRANTY RESPONSIBILITY IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT (AT 'S OPTION AND IN THE FORM ORIGINALLY SHIPPED) OF PRODUCT OR CORRECTION OF SERVICE SUBJECT TO ANY CLAIM, OR, AT 'S ELECTION, REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE  PRICE, FEE OR CHARGE THEREFOR, AND (3) EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM 'S NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS,  IN NO EVENT SHALL  BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY ."]
[{"$nulls":6},"10. GOVERNMENTAL AUTHORIZATIONS. Buyer is responsible for all required licenses, permits or other governmental authorizations, including but not limited to any license or certification needed to use the Product, and any export or import license, exchange permit, or the like, even if applied for by .  shall not be liable and Buyer not be relieved of its obligations if any authorization is delayed, denied, revoked, restricted or not renewed. Buyer represents and agrees that it will deal with all Products and technical data relating thereto in conformity with all applicable U.S. laws and regulations, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act. Buyer shall not trans-ship, divert, re-export or otherwise dispose of any U.S.-origin goods or technology obtained from  except as U.S. laws and regulations expressly permit."]
[{"$nulls":6},"11. INFRINGEMENT CLAIMS.  will defend and hold harmless Buyer against any third-party claim that Buyer's use of Products infringes a valid U.S. patent, copyright or trade secret, provided that (1) Products are used as approved by  and have not been altered other than by  or its authorized service personnel, (2) Buyer promptly notifies  of such claim, (3)  has sole control of the defense, and settlement or compromise thereof, and (4)  Buyer  cooperates with  and furnishes all aid, information, and assistance necessary or useful to defend such claim. If a final injunction is obtained against the Buyer's use of any Product, or if in the opinion of  the Product is likely to become the subject of a successful claim,  may (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of such Products held by Buyer, grant a credit therefor as depreciated on a five-year straight-line basis, and terminate this Agreement without further obligation or liability."]
[{"$nulls":6},"12. SOFTWARE LICENSE. The term \"Software\" includes all  (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form supplied by reason of this Agreement or for use in connection with Equipment or Services. Buyer is granted a non-exclusive, non-transferable, royalty-free license to use Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with said Equipment in the normal course of Buyer's business, and for no other purpose or business. No license is provided under this Agreement to use Software for multi-site quality control or data review purposes, or for source code of any type. Software is and shall remain the sole property of . Software is agreed to contain and shall be treated as confidential information. Buyer shall maintain all copyright, proprietary and other notices on the Software, and shall not de-compile, disassemble or reverse engineer the Software. (All information needed for interoperability is available from  in accord with applicable government directives). If Buyer transfers Equipment to a third party, Buyer may assign the right to use Software on said equipment to said third party provided that the third party first agrees in writing with  to be bound by, and to permit  to enforce the provisions of this Section. Buyer has no other right to use, sell, assign, transfer, copy or sublicense Software. As identified in the applicable software product specifications, some third party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; such warranties and terms supersede and Buyer agrees to abide by such terms with respect to such third-party software. The Microsoft End User License is located on the applicable installation CD-ROM (file name is EULAtxt)."]
[{"$nulls":6},"13. CONFIDENTIAL INFORMATION. Buyer acknowledges that all documents, diagrams, specifications, devices, information, and other materials (except as established to be in the public domain) furnished by  and identified as \"Confidential\" or the like, including but not limited to customer manuals (\"Confidential Information\"), contain valuable proprietary information and/or trade secrets developed at great expense by . Buyer agrees to hold Confidential Information in confidence, and not to use, reproduce or distribute it except to Buyer's employees (and agents who agree to this provision) who may use it as part of their duties. Buyer agrees to report promptly any unauthorized use or disclosure of any Confidential Information.  may seek equitable or injunctive relief, as well as other legal remedies, to prevent misuse or disclosure of Confidential Information."]
[{"$nulls":6},"14. INTENDED USES.  The Product is only intended for the uses listed in the \"Indications for Use\" or \"Overview\" sections of the applicable Operator's Manual. Buyer assumes all risks associated with non-listed uses of the Product and hereby indemnifies and holds harmless  from any claim associated with such non-listed uses."]
[{"$nulls":6},"15. GOVERNMENT CONTRACTS. To the extent any contract, grant, agreement or activity based on this Agreement (\"Procurement\") orders items for use, disclosure or reproduction by or on behalf of any U.S. or other government (\"Government\"): (1) all applicable U.S. federal procurement contract clauses mandatorily required by federal statute to be included shall be incorporated herein by reference (provided no other clauses shall be incorporated without 's express advance written approval); (2) all Software is acknowledged to be licensed solely as \"commercial\" computer software provided only under the license contained herein, which license shall govern all use, disclosure and reproduction of said Software and supersede all conflicting terms or conditions, and (3) all technical data is provided only for the specific purposes described herein and with Limited Rights as provided in FAR §52.227-14 [ALT II(g)(2)] (or DFARS §252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (NOV 1995)) (or identical provisions of the ordering Government).  If this clause and license do not entirely meet the Buyer and the Government's needs without exception, or are inconsistent with any aspect of applicable Procurement, law or regulation, Buyer and Government each agree to return the Software and/or technical data, unused, to ."]
[{"$nulls":6},"16. DISPUTES. Upon execution, this Agreement is deemed to be a Massachusetts contract, entered into in Massachusetts, and shall be governed and construed in accord with the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions or the UN Convention for the International Sale of Goods. Buyer and  specifically agree that any action relating to the relationship between the parties, this Agreement, or goods or services provided, purchased or licensed hereunder, shall be brought and tried in Massachusetts. Buyer hereby waives all objections to, and consents to, service of process by certified mail addressed to the address set forth immediately below Buyer's name on the front of this Agreement."]
[{"$nulls":6},"17. WAIVER & SEVERABILITY. Any failure of either party to require performance by the other party of any obligation shall not affect said party's full right to require performance of the other party at any other time. Waiver of any remedy shall not be construed as a waiver of the same or any other remedy for any other breach of the subject provision or any other provision. Each provision of this Agreement shall be construed as separate and independent, and the unenforceability of any provision shall not impair enforceability of any other provision. To the extent any provision is held to be excessively broad or unenforceable for any reason, such provision shall be construed by limiting and reducing it to be enforceable to the full extent possible.Version 02-28-07  "]