Terms

Terms and Conditions Page

Summit Imaging, Inc.

Standard Terms and Conditions

SUMMIT IMAGING, INC. (“Summit”) sells/provides goods and/or services (“Deliverables”) under the following Standard Terms and Conditions unless otherwise agreed in a writing countersigned by Summit and Customer. These Standard Terms and Conditions, any price list or schedule, quotation, acknowledgment or invoice from Summit relevant to the Deliverables and all documents incorporated by specific reference herein or therein, constitute the complete and exclusive statement of the terms of the agreement between Summit and Customer governing the Deliverables.  SUMMIT OBJECTS TO ANY DIFFERENT OR ADDITIONAL TERMS.  Summit reserves the right in its sole discretion to refuse orders.

GENERAL TERMS AND CONDITIONS

  1. Terms of Payment. Unless otherwise specified by Summit, terms are net thirty (30) days from date of Summit’s invoice in U.S. currency. Summit shall have the right, among other remedies, either to terminate this agreement or to suspend further performance under this and/or other agreements with Customer in the event Customer fails to make any payment when due, which other agreements Customer and Summit hereby amend accordingly. Customer shall be liable for all expenses, including attorneys’ fees, relating to the collection of past due amounts. If any payment owed to Summit is not paid when due, it shall bear interest, at a rate to be determined by Summit, which shall not exceed the maximum rate permitted by law, from the date on which it is due until paid. Should Customer’s financial responsibility become unsatisfactory to Summit, cash payments or security satisfactory to Summit may be required by Summit for future deliveries and for the Deliverables theretofore delivered. If such cash payment or security is not provided, in addition to Summit’s other rights and remedies, Summit may discontinue deliveries.
  2. Taxes. Any current or future tax or governmental charge (or increase in same) affecting Summit’s costs of production, sale, or delivery or shipment, or which Summit is otherwise required to pay or collect in connection with the sale, purchase, delivery, storage, processing, use or consumption of Deliverables, shall be for Customer’s account and shall be added to the price.
  3. Shipment and Delivery. Shipments are made F.O.B. Summit’s shipping point. Risk of loss or damage and responsibility shall pass from Summit to Customer upon delivery to and receipt by carrier. Any claims for shortages or damages suffered in transit are the responsibility of Customer and shall be submitted by Customer directly to the carrier. Shortages or damages must be acknowledged and signed for at the time of delivery. While Summit will use all reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by Summit, all shipping dates are approximate and not guaranteed. Summit reserves the right to make partial shipments. Summit, at its option, shall not be bound to tender delivery of any Deliverables for which Customer has not provided shipping instructions. If the shipment of the Deliverables is postponed or delayed by Customer for any reason, Customer agrees to reimburse Summit for any and all storage costs and other additional expenses resulting therefrom. Freight estimates are available upon request. Freight charges may vary between initial estimate and the actual cost incurred at the time of shipment. Summit reserves the right to invoice actual freight charges incurred unless otherwise mutually agreed upon.
  4. Cancellation/Rescheduling. Customer may cancel/ reschedule orders only upon reasonable advance written notice—in no event less than ten (10) business days before the scheduled ship date—and upon payment to Summit of Summit’s cancellation/rescheduling charges, including but not limited to, all costs and expenses incurred and to cover commitments made by the Summit and a reasonable profit thereon. Summit’s determination of such charges shall be conclusive.
  5. LIMITED WARRANTY. Deliverables are warranted to the original purchaser to be free from defects in material and workmanship under normal use and regular service and maintenance for a period of ninety (90) days from the date of shipment and will be replaced or repaired by Summit at Summit’s option without charge upon inspection by Summit confirming that no warranty exclusion applies. This is the extent of Summit’s liability under this warranty and, upon the expiration of the applicable warranty period, all such liability shall terminate.
  6. THIS IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SUMMIT WITH RESPECT TO THE DELIVERABLES AND IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SUMMIT IN SPECIFICATIONS, DRAWINGS OR OTHERWISE.

    Warranty Exclusions: Summit does not warrant Deliverables against normal wear and tear, unauthorized modifications, alterations or repairs, improper installation or maintenance, accident, misuse, negligence, damage, natural discoloration (fading) of materials, or if the Deliverable is used for a purpose for which it was not recommended or designed by the manufacturer. Summit’s warranty does not apply if Summit determines that non-OEM parts or components were previously used or installed on equipment, as Summit cannot warrant repairs where equipment uses non-OEM parts. Summit is not responsible for the cost of any unauthorized inspection, disassembly or repair that is not approved in advance by Summit.  Except as expressly stated in this warranty, Summit shall not be liable for direct, indirect, incidental, or other types of damages arising out of, or resulting from the use of the Deliverable. Warranty is void if Summit’s warranty seal is broken or removed, or if the serial number is altered or removed. Warranty is also void if Deliverables are serviced by any person or facility other than Summit, or if Customer wishes to authorize an incomplete or partial service against Summit recommendation. 

LIMITATION OF REMEDY AND LIABILITY. THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER SHALL BE LIMITED TO REPAIR OR REPLACEMENT UNDER THE LIMITED WARRANTY CLAUSE IN SECTION 1.5.

SUMMIT SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE AND IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SUMMIT’S LIABILITY TO CUSTOMER AND/OR ITS CUSTOMERS EXCEED THE PRICE PAID BY CUSTOMER FOR THE SPECIFIC DELIVERABLES PROVIDED BY SUMMIT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. CUSTOMER AGREES THAT IN NO EVENT SHALL SUMMIT’S LIABILITY TO CUSTOMER AND/OR ITS CUSTOMERS EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. The term “consequential damages” shall include, but not be limited to, loss of anticipated profits, business interruption, loss of use or revenue, cost of capital or loss or damage to property or equipment.

It is expressly understood that any technical advice furnished by Summit with respect to the use of the Deliverables is given without charge, and Summit assumes no obligation or liability for the advice given, or results obtained, all such advice being given and accepted at Customer’s risk.

  1. Excuse of Performance. Summit shall not be liable for delays in performance or for non-performance due to acts of God, war, riot, fire labor trouble, unavailability of materials or components, explosion, accident, compliance with governmental requests, laws, regulations, orders or action or other unforeseen circumstances or causes beyond Summit’s reasonable control.
  2. Assignment. Customer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Summit, and any such assignment, without such consent, shall be void.
  3. Misc./Governing Law. These terms and conditions supersede all other communications, negotiations and prior oral or written statements regarding the subject matter of these terms and conditions. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon the Summit unless made in writing and signed on its behalf by a duly authorized representative of Summit. No conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the party to be bound. No waiver by either party with respect to any breach or default or of any right or remedy, and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound. All typographical or clerical errors made by Summit in any quotation, acknowledgment or publication are subject to correction. The interpretation of this agreement and of the rights and obligations of the parties under this agreement, and all questions concerning the validity of this agreement, shall be governed by the laws of the State of Washington. Any suit, action or proceeding brought by either party to enforce any term or provision of this agreement, or to determine the validity of this agreement, or concerning this agreement or the subject hereof in any manner, shall be commenced and maintained solely in state or federal courts having jurisdiction at the Summit’s address set forth on the face hereof. The Convention for the International Sales of Goods shall not apply to this agreement.

ADDITIONAL TERMS AND CONDITIONS

  1. Pricing. Unless otherwise specified in writing by Summit, the price quoted or otherwise specified by Summit shall remain in effect for thirty (30) days. All prices are exclusive of taxes, transportation and insurance, which are to be borne by Customer.
  2. Returns. Returns will only be accepted for Deliverables covered under warranty and with a prior return authorization. A Return Authorization (RA) number can be requested by contacting Customer Service at 866-586-3744. Please have the following information available: part number, quantity, invoice number, and the reason for return. Returned shipments must include all original parts and paperwork. The RA number must appear on the exterior of each individual shipping container. RA numbers expire 15 days from the date of issue. Freight charges are the responsibility of the returning party unless Summit determines the Deliverable is covered under warranty. Replacement Deliverables will be invoiced at the time of shipment. Returns will not be allowed for Deliverables that have been altered from their original factory condition.
  3. Customer’s Duties re Application and Installation. Customer assumes sole responsibility for the application of the Deliverables in the end use application. Customer represents and warrants it is not relying on Summit for assistance in selecting Deliverables suitable for the end use application. Customer shall be solely responsible for taking all steps necessary to ensure that the Deliverables will perform as intended in the end use application including, but not limited to, performing all required design review, testing and failure modes and effects analysis necessary to ensure a safe application and compliance with all applicable code requirements. Customer shall be solely responsible for receiving, storing, installing, starting up and maintaining all Deliverables.
  4. Indemnity. Customer agrees to indemnify, defend and hold Summit harmless from and against any and all claims, loss or damage of any kind whatsoever, including consequential damages, and damages from tort, negligence, strict liability, breach of warranty, breach of contract or other legal theory, along with costs including reasonable attorneys’ fees connected therewith, brought by or on behalf of any person or entity arising out of or relating in any manner to the Deliverables which are the subject hereof. Customer’s agreement to indemnify, defend and hold Summit harmless is based upon the express understanding that said obligations apply whether such injury or damage be due, or alleged to be due, in whole or in part to the negligence or other liability producing conduct on the part of the Summit.

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