Terms and Conditions for Quotations and Sales
1.0 PAYMENT TERMS
1.1. All payments for delivered goods or completed services are due within thirty (30) days from the date of RC Imaging’s invoice (Net 30).
1.2. Payment will be considered received upon either successful bank transfer to RC Imaging's designated account or receipt of a valid check.
1.3. Late payments will incur interest at a rate of 1.5% per month, compounded monthly, or the maximum rate allowed by law—whichever is less.
1.4. RC Imaging may pause deliveries or services until overdue payments are settled. For international orders, advance payment or a letter of credit may be required.
2.0 ORDER ACCEPTANCE
2.1. All sales of goods and associated services (collectively 'Products') to the Customer are governed exclusively by these Terms and Conditions.
2.2. Unless a separate agreement exists and is signed by an authorized RC Imaging representative, any alternate terms included in a Customer's purchase order will be disregarded. 2.3. Orders are only binding upon RC Imaging's written confirmation.
2.4. Any subsequent revisions or cancellations must also be formally accepted and may be subject to additional fees.
3.0 Return Policy
3.1 Eligibility for Returns
RC Imaging, Inc. ("RC Imaging") shall accept the return of certain medical device accessories purchased by the Customer, provided that all of the following conditions are met:
The return request is made within thirty (30) calendar days from the date of purchase; The items are inspected by the Customer within seven (7) calendar days of receipt; The items remain unused and unopened;
The items are returned in their original, sealed, and undamaged packaging;
The return is accompanied by a valid Return Merchandise Authorization ("RMA") form issued by RC Imaging.
All eligible returns are subject to a twenty percent (20%) restocking fee, unless the return arises from an error on the part of RC Imaging, in which case such fee shall be waived at RC Imaging's sole discretion.
For reasons of health, safety, and compliance with federal and state regulations, any items that have been opened, used, or otherwise tampered with shall be strictly non-returnable, and RC Imaging reserves the right to reject such returns in full.
3.2 Return Procedure
To initiate a return, the Customer must contact RC Imaging by email at orders@rcimaging.com, providing the original order number and a detailed reason for the return request. If the return is approved, RC Imaging shall issue an RMA and provide instructions for return shipment.
Unless the return is the result of an error on the part of RC Imaging, the Customer shall bear all shipping costs associated with the return. RC Imaging shall not be responsible for lost or damaged return shipments.
3.3 Refunds and Credit Memos
All returns approved under this policy shall be processed in the form of a credit memo. Refunds to the original method of payment will not be issued unless otherwise expressly authorized in writing by RC Imaging. Credit memos shall be issued within one (1) to three (3) business days following receipt and inspection of the returned goods.
3.4 Product Exchanges
RC Imaging does not offer product-for-product exchanges. Customers wishing to obtain alternate items may do so by placing a new order using the previously issued credit memo.
3.5 Non-Returnable Items
The following categories of products are strictly non-returnable, with no exceptions: Items that have been opened, used, or otherwise altered;
Items returned beyond thirty (30) calendar days from the date of purchase; Custom-manufactured or special-order products;
Analog & CR imaging equipment, unless demonstrably defective as determined solely by RC Imaging.
4.0 PRICING AND TAXES
4.1. Quoted prices are in U.S. Dollars and remain valid for 30 days unless extended at RC Imaging’s discretion.
4.2. Prices do not include applicable taxes or customs duties. Customers are responsible for all such charges. In cases where tax withholding applies, Customers must gross-up payments to ensure RC Imaging receives the full invoiced amount.
4.3. Any custom work by RC Imaging shall be subject to additional charges to Customer. When Customer requests custom work, additional fees apply, such as engineering fees and other costs. All fees must be paid to RC Imaging even if Customer ultimately does not proceed with a product Purchase Order.
4.4. Engineering fees shall be estimated by RC Imaging during the product development process and will be documented on the Engineering Change Request (ECR) and constitutes their acceptance of the estimated fees, which may increase or decrease depending on the scope of work and any changes requested. The final Quotation will include the total engineering fees for which Customer is liable.
4.5. Art fees will be applied to any custom request involving new artwork of any kind (branded overlay, decals, etc.). Art fee is a one-time charge to set up the artwork files and is payable even if Customer does not move forward with the purchase of the Product.
5.0 PACKAGING & SHIPPING
5.1. RC Imaging shall pack all Products in accordance with its standard commercial practices. If Customer has any special shipping or handling requirements, Customer shall notify RC Imaging at the time of purchase order regarding any such special requirements, and Customer shall be responsible for any increase in cost to pack the Products.
5.2. The Price does not include any shipping or handling charges, and Customer shall incur both the cost and the risk for bringing the Products to their final destination.
5.3. RC Imaging shall notify Customer when the articles are available at RC Imaging’s facility for pickup and Customer shall be responsible for arranging to have the articles picked up from RC Imaging’s facility and for completing any export documentation and clearing the Purchase Order through US Customs or Customs for any country to which delivery is specified.
5.4 In the event Customer would like RC Imaging to deliver the articles to a specified destination (“drop ship”), the destination shall be clearly identified in the Purchase Order and Customer shall provide an account number that RC Imaging can use for the shipping costs.
6.0 DELIVERY, TITLE, AND RISK OF LOSS
6.1. RC Imaging’s quoted delivery schedule represents its best estimate and is based on current supply chain factors, schedules and workload.
6.2. RC Imaging shall have no liability for delay, or any damages or losses sustained by Customer as a result of such estimate not being met.
6.3. Partial deliveries shall be permitted as agreed to by both parties in writing. 6.4. Unless otherwise agreed to by RC Imaging in writing, delivery shall be deemed to have occurred EXW for all deliveries.
6.5All shipments will be insured for full replacement value.
7.0 FORCE MAJEURE AND EXCUSABLE DELAY
7.1. RC Imaging shall not be liable for any damages of any kind for delayed or non-performance if such delayed or non-performance is due directly or indirectly to:
(a) Customer, including omissions or failure to act on the part of Customer or its agents or employees;
(b) An Event of Force Majeure, defined herein as including acts of God, acts of public enemies, fires, floods or unusually severe weather conditions, strikes, lockouts, disputes with workmen or other hostilities, embargoes, wars, riots or civil disturbances, epidemics or quarantine restrictions, delays or shortages of transportation, governmental action including the government’s denial or failure to grant an export license or other needed government authorization;(c) Causes beyond RC Imaging’s reasonable control, including adverse events at RC Imaging’s plant, unforeseen production or engineering delays or inability of RC Imaging or its vendors to secure adequate materials, manufacturing facilities or labor, or any other acts and causes not within the control of RC Imaging.
7.2. RC Imaging shall notify Customer of any delayed or non-performance due to an excusable delay or Event of Force Majeure as soon as practicable. If any such event should occur, RC Imaging’s period of performance shall be extended for a period of time equal to the duration of such event. If the excusable delay or Event of Force Majeure extends more than six months, RC Imaging and Customer may mutually agree to terminate the Purchase Order or any portion thereof impacted by the excusable delay or Event of Force Majeure, and Customer shall promptly pay RC Imaging for any delivered Products or services performed, any works in process, any termination costs, including vendor settlement expenses, and a reasonable profit on the terminated Purchase Order or portion thereof that RC Imaging and Customer agreed to terminate.
8.0 WARRANTY
8.1. Subject to the terms and conditions set forth Limitation of Liability, RC Imaging warrants that the Products manufactured by RC Imaging shall be free from defects in material and workmanship under normal use and service when operated in accordance with RC Imaging’s operating instruction for twelve months from shipment for Products, and 90 days from shipment for non-warranty repairs.
8.2.RC Imaging’s obligation and Customer’s sole remedy under the Warranty shall be limited to, at RC Imaging’s option, the repair or replacement of the nonconforming warranted Product, or any part thereof, EXW origin. Notwithstanding the foregoing, the Warranty shall not apply to an Event of Force Majeure, normal wear and tear, or to defects arising from or connected with Customer’s or any third party’s (i) improper receipt, transport, handling, storage, maintenance, testing, installation, operation or of the Product, or (ii) alteration, modification, maintenance, overhaul, repair, neglect or foreign object damage of the Product.
8.3. RC Imaging shall have no obligation to Customer for any failure, to the extent that it is aggravated by such continued use.
8.4. The Warranty does not apply to consumable items.
8.5. Customer shall provide prompt written notice of the Product’s failure within the Warranty period, and ensure the failed Product is properly packed and returned to RC Imaging, transportation and insurance prepaid.
8.6. All products manufactured by RC Imaging have a service life of 3 years from the manufactured date under normal use.
8.7 All returns must be pre-authorized and approved by RC Imaging with an issued RMA number.
8.8. RC Imaging will evaluate return within 24 hours of receipt. Products returned for reasons of quality complaints are subject to examination in any designated RC Imaging plant or warehouse. 8.9. RC Imaging will not honor such claims caused by events that originated after the Products passed from RC Imaging’s control.
9.0 PROPRIETARY INFORMATION
9.1. RC Imaging and Customer, to the extent of their right to do so, may exchange proprietary and/or confidential information not generally known to the public (“Proprietary Information”), only to the extent and as reasonably required to perform its obligation hereunder. Any document marked “Confidential” or “Proprietary” and all copies made of any such document shall be returned by the receiving party (“Recipient”) of Proprietary Information to the disclosing party (“Owner”) upon completion of the purpose for which they were provided or destroyed by Recipient at Owner’s direction.
9.2. Neither RC Imaging nor Customer shall be liable for any disclosure if the data: (a) is generally available to the public (or becomes so) without breach of by Recipient; (b) was available to Recipient on a non-confidential basis from a source that had the right to disclose such information; (c) was rightfully in the possession of Recipient prior to receipt from Owner; or (d) was independently developed without use of Owner’s Confidential Information.
9.3. No license to a party, under any trademark, patent, copyright, mask protection right or any other intellectual property right, is either granted or implied by the conveying of Proprietary Information to such party. No use of any RC Imaging trademark, service mark, trade name, design, logo or other trade dress may be made without the prior written consent of RC Imaging. 9.4. Any RC Imaging mark or logo existing on the Product must not be altered or modified in any manner, combined with other elements, or rearranged in any fashion.
9.5. None of the Proprietary Information which may be disclosed or exchanged by Owner shall constitute any representation, warranty, assurance, guarantee or inducement to Recipient of any kind and, in particular, regarding the non-infringement of trademarks, patents, copyrights or any
intellectual property rights, or other rights of third persons other than the rights expressly granted herein.
9.6.Customer agrees that it will not attempt, nor will it direct or employ others to attempt, to reverse engineer the Product, subassemblies and/or software that is developed, manufactured or sold by RC Imaging.
9.7.The ownership in all Proprietary Information disclosed Owner to the other pursuant to the Purchase Order shall remain with Owner unless otherwise stated in the Purchase Order.
9.8. The confidentiality obligations herein shall survive for a period of five years after expiration of the Purchase Order.
10.0 INTELLECTUAL PROPERTY RIGHTS
10.1. RC Imaging grants to Customer a nonexclusive, nontransferable, revocable license to use a copy of any software program embedded in the Product, in object code only, for use as part of the Product (“License”). Notwithstanding the foregoing, this License is subject to the following prohibitions: (a) Customer shall not attempt to decompile, reverse engineer, or disassemble the object code, or in any other way convert the object code into a human-readable form; (b) Customer shall not manufacture, sell, deliver or in any way provide any products containing the object code; (c) Customer shall not use the object code to create derivative or competing products of any kind; or (d) Customer shall not transfer the object code to a third party for any reason without prior written consent of RC Imaging, which may be withheld at RC Imaging’s sole and reasonable discretion, and only then subject to Customer executing a sub-license agreement with the same terms and conditions herein and providing RC Imaging the sub-license agreement executed by the transferee. Any transfer must be in full compliance with U.S. Export Laws and may require additional export licenses or other authorizations to be obtained by Customer and/or RC Imaging. Other than the License, RC Imaging is not granting any other rights to its intellectual property, patents, trademarks, software, or proprietary data, other than the right of Customer to use the Product for its intended purposes. RC Imaging’s vendors are direct and intended beneficiaries of this License and may enforce it directly against Customer.10.2. Subject to Limitation of Liability, and except as otherwise provided herein, RC Imaging shall defend Customer against any claims based on a substantive allegation that the Product directly infringes a United States patent, copyright or other intellectual property right of a third party.
10.3.RC Imaging shall have the right, at its option and expense, to (a) procure a right for Customer to use the Product; (b) modify or replace the infringing parts of the Product so that it becomes non-infringing; or (c) request that Customer return the article and refund to Customer the purchase price, including all license fees, paid by Customer.
10.4. The indemnity shall not apply and RC Imaging has no indemnity obligation for any claim based upon any of the following: (a) RC Imaging’s compliance with Customer’s design, specifications or design instructions; (b) alterations by Customer or by third parties of the Product furnished by RC Imaging not approved in writing by RC Imaging; (c) failure of Customer to use updated Product provided by RC Imaging to avoid infringement; (d) use of Product in a manner, or for a purpose, for which was neither designed nor foreseeable by the RC Imaging; (e) assembly, function or use of Product in combination with any materials and/or software not supplied by RC Imaging; (f) a patent, trademark or copyright in which Customer or affiliate has a direct or indirect interest by license or otherwise, or (g) Open source software. Customer shall defend and indemnify RC Imaging from and against any third-party claim arising from any of the aforementioned circumstances.
10.5. THIS ARTICLE SETS FORTH RC IMAGING’S ENTIRE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10.6.The indemnities are conditional on Customer giving RC Imaging prompt written notice of any claims being made against Customer, Customer not making any admission which might be prejudicial to the defense of such claim, RC Imaging having full and sole authority at RC Imaging’s own expense to assume the defense of the claim, and Customer providing reasonable assistance for defense of any claim.
10.7. All products developed during this process are the sole intellectual property of RC Imaging and subject to the terms and conditions governing quotations and purchase orders attached to the relevant quotation.
11.0 EXPORT COMPLIANCE
11.1 The Products, including any associated technology, are controlled under the Export Laws and Regulations of the United States Government, including but not limited to Export Administration Regulations and the International Traffic in Arms Regulations.
11.2.The Products and any associated data cannot be exported out of the United States, re exported or transferred to another country without the prior approval of the US Government. Customer shall first obtain RC Imaging’s written consent and any authorization required by the US Government, including the filling of additional export licenses or authorizations which must occur and/or be approved by the US Government prior to any export, re-export, or transfer of US original articles, data, or associated technology.
11.3.If the Purchase Order requires the delivery of Product and/or performance of services outside of the United States, the Purchase Order shall be subject to the US Government approving any licenses or any other approvals or US Customs clearances required for RC Imaging to meet the obligations of the Agreement. Customer shall provide an end-user letter and/or non-transfer end use certificate, or other supporting documentation if requested by RC Imaging to accompany Customer’s export license request or any other approval as required by the US Government.
11.4.If the Purchase Order requires RC Imaging to perform defense services, RC Imaging may be required to obtain a Technical Assistance Agreement approved by the US Government and signed by RC Imaging, Customer and any other foreign parties before any defense services can be performed.
11.5. In the event the US Government fails to grant any license or approval in a timely manner, the delay in the performance of the Purchase Order shall be considered an Event of Force Majeure.
12.0 GOVERNING LAW
12.1. These Terms and Conditions and any action related hereto shall be governed, controlled, interpreted and defined by and under the laws of the State of New York, USA, without regard to the conflict of laws provisions thereof.
12.2.The Parties specifically disclaim application of the U.N. Convention on Contracts for the International Sale of Goods (1980) or any subsequent revision(s) thereto.
12.3.The Parties irrevocably submit to venue and personal jurisdiction in Rochester, New York.
13.0 DISPUTES
13.1. In the event of any dispute arising out of or in connection with these Terms and Conditions, such dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules of Arbitration. 13.2 The place of arbitration shall be Rochester, New York, USA. The language of the arbitration shall be English.
13.3 The arbitral award shall be final and binding upon the Parties.
14.0 LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, AND REGARDLESS OF THE NUMBER OF CLAIMS OR THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE (ACTIVE OR PASSIVE) OR OTHERWISE, RC IMAGING SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQEUENTIAL DAMAGES OF ANY KIND, AND SHALL NOT BE LIABLE TO CUSTOMER FOR LOSSES OF USE, DATA, PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, REPUTATION, AND MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES. EXCLUDING GROSS NEGLIGENCE OR WILLFULL MISCONDUCT, RC IMAGING’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH A PURCHASE ORDER SHALL IN NO EVENT EXCEED ACTUAL, DIRECT, AND PROVEN DAMAGES OF THE PRICE OF THE PRODUCT DIRECTLY PURCHASED BY CUSTOMER UNDER THE PURCHASE ORDER GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY. TO THE EXTENT THESE TERMS AND CONDITIONS CONTAIN ANY SPECIFIC REMEDIES PROVIDED BYRC IMAGING TO CUSTOMER, REGARDLESS OF FORM, SUCH REMEDIES SHALL BE PROVIDED BYRC IMAGING ON A SOLE AND EXCLUSIVE BASIS AND IN LIEU OF ANY OTHER REMEDIES, DAMAGES, OR LOSSES.
15.0 MODIFICATION
Any modification of these Terms and Conditions shall be valid only if it is in writing and signed by the authorized representatives of both RC Imaging and Customer.
16.0 ASSIGNMENT
16.1. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective representatives, successors and permitted assigns.
16.2. Neither Party may assign or delegate a Purchase Order or any of its rights, duties or obligations regarding a Purchase Order to any other party without the prior written consent of the other party. Any attempt by either party to assign or delegate any of its rights, duties or obligations regarding a Purchase Order without such consent shall be void and of no effect. 16.3.Notwithstanding the foregoing, RC Imaging shall be permitted to subcontract its rights, duties or obligations regarding a Purchase Order to another division, affiliate or wholly-owned subsidiary of RC Imaging and shall have the right to assign a Purchase Order to any successor by way of merger or consolidation or the acquisition of substantially all of the entire assets of RC Imaging relating to the subject matter of the Purchase Order; provided, however, that such successor shall assume all of the obligations of RC Imaging under the Purchase Order.
16.4. Nothing in this provision is intended to preclude RC Imaging from awarding routine subcontracts or purchase orders to vendors or other RC Imaging-affiliated entities.
17.0 AUDIT
17.1. Notwithstanding anything set forth herein to the contrary, Customer shall not be allowed or have the right to audit or examine RC Imaging’s financial records.
17.2. Customer shall not have the right to access to or review Products’ costed bills of materials, design and development documents or any other materials deemed sensitive, proprietary or confidential by RC Imaging.
18.0 NO THIRD-PARTY BENEFICIARIES
Except as expressly provided herein, these Terms and Conditions are for the sole and exclusive benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.
19.0 WAIVER
If either party, at its option, agrees to waive any of these Terms and Conditions, then such waiver shall not for any purpose be construed as a waiver of any succeeding breach of the same or of any other of these Terms and Conditions, nor shall such a waiver be deemed as a course of conduct.
20.0 SEVERABILITY
If any of these Terms and Conditions are at any time held to be invalid or unenforceable, then such term or condition shall be construed as severable and shall not in any way render invalid or unenforceable the remainder of these Terms and Conditions, which shall remain in full force and effect.
21.0 SUPREMACY
This agreement represents the sole and only agreement between the parties regarding the Purchase Order and shall render void and unenforceable any prior or subsequent terms in Customer’s Request for Quotation or Purchase Order or any other terms contained in any other document used by Customer in the process of obtaining a Quotation or issuing a Purchase Order.
22.0 ACCEPTANCE
This agreement shall be considered accepted by Customer and legally in force upon Customer’s issuance of a Purchase Order to RC Imaging. By issuing a Purchase order, Customer agrees to be bound by these terms, irrespective of any other terms or conditions contained in Customer’s documents or communications.
23.0 NOTICE
Any notice which either Party may desire to give the other Party must be in writing and may be given by: Personal delivery to an officer of the Party; By mailing the same by registered or certified mail, return receipt requested, or by internationally recognized and reputable express courier service to the Party to whom the Party is directed at the address of such Party as set forth in the Purchase Order or such other address as the Parties may hereinafter designate; and by e mail communication with proof of delivery receipt to be confirmed in writing, pursuant to item herein. Effective date of notice shall be actual receipt by recipient as shown on delivery confirmation.
Should you have any questions regarding this agreement, please contact us at orders@rcimaging.com.