Placing an Order
Toll-free
Toll-free Facsimile: (877) 329-2482
Direct Dial: (319) 656.4447
Facsimile: (319) 656.4451
WWW.CIVCO.COM
Radiation Oncology Office:
Toll-free within the U.S. and Canada: (
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Office Hours
Monday-Friday, 7:00 a.m. - 5:30 p.m., Central Standard Time.
To place an order after business hours, leave a voicemail telephone message or visit CIVCO’s website. A customer service specialist will notify you on the next working day for order verification.
All quotations, products and services provided by CIVCO Medical Instruments Co., Inc. and its affiliates, including MEDTEC, Inc. and SINMED, B.V. (collectively, “CIVCO”) to any customer, distributor, original equipment manufacturer, end-user or other purchaser (“Buyer”) are furnished on the following terms and conditions. By acceptance of CIVCO’s products or services, Buyer accepts all terms and conditions herein, and agrees that, unless otherwise specified by separate written agreement between Buyer and CIVCO, these terms and conditions, together with the item, quantity, delivery and other terms in CIVCO’s order confirmation or acknowledgment, shall constitute the entire agreement between the parties on the subject matter hereof, superseding all other communications, documentation and negotiations. Without limiting the foregoing, Buyer’s acceptance of products or services shall be deemed a waiver of any different or additional terms in any purchase order, proposal, quote, or other document furnished by Buyer, whether before or after CIVCO’s delivery of goods or services, which terms are hereby expressly objected to by CIVCO and shall be of no force and effect.
1. Quotations & Prices. All quotations furnished by CIVCO expire 90 days from the date thereof. Quotations constitute offers, and may be revoked or revised by CIVCO by written notice at any time prior to acceptance, except that quotations to non-U.S. customers are solicitations for offers to purchase. Clerical or typographical errors are subject to correction. Quoted prices and delivery dates are subject to product availability and receipt of prior orders, and prices are valid only for the quantities and payment schedule specified. Prices do not include, and Buyer shall be responsible for, any applicable sales, use, excise, value added, property, customs, and similar taxes or duties. Buyer shall also be responsible for itemized costs of transportation, special packaging, inspection charges, and insurance.
2. Acceptance and Cancellation of Orders. All orders for products must be presented in writing, and shall not be considered accepted until CIVCO expresses its acceptance in writing or ships the products ordered. CIVCO reserves the right, at its option and without liability, to refuse any order, in whole or in part, or to specify an alternate delivery schedule if orders for any product from all sources exceed CIVCO’s inventory or ability to deliver. CIVCO's performance is conditioned upon approval of Buyer's credit. CIVCO may allocate available inventory and production in its sole discretion. Accepted orders may be cancelled by Buyer only if written notice is provided to CIVCO prior to shipment of any part thereof and only upon payment of such reasonable cancellation charges as CIVCO may request, which may include but not be limited to tooling and works-in-progress expenses. CIVCO shall, with reasonable cause, have the right to cancel any order placed by Customer or to refuse or delay the shipment thereof if Buyer fails to meet any of its obligations as provided herein.
3. Transportation, Packing and Shipment; Inspection. Unless otherwise specified in CIVCO’s order acknowledgement, products will be shipped using CIVCO’s designated carrier, CIP Destination, per Incoterms 2000. Taxes, duties, freight, insurance and shipping charges, including fees and import/export duties, will be invoiced to Buyer and are subject to all terms and conditions of payment herein. Products shall be packaged for shipment in accordance with standard commercial practices; however, CIVCO shall not be responsible for delays or damages in shipment via a common carrier. Title to the products and risk of loss shall pass to Buyer upon issuance of the carrier’s bill of lading. Buyer shall inspect all products upon arrival and provide written notice to CIVCO, within five days of arrival, of any claim for shortage or other nonconformance with the terms of Buyer’s order. If Buyer fails to give timely notice, all products shall be deemed to conform to the terms of Buyer’s order. Any claim for damage in transit must be made directly to the delivering carrier within ten (10) business days of receipt of shipment.
4. Delivery and Installation. CIVCO shall make reasonable efforts to deliver accepted orders promptly; however, it is understood that dates indicated for delivery or performance represent CIVCO’s best current estimates only and failure to perform on or by such dates shall not subject CIVCO to liability. Where installation is included in the product price, CIVCO will furnish reasonable advance notice of the anticipated installation schedule. If the installation schedule is unsatisfactory, Buyer must notify CIVCO promptly to arrange an alternate schedule. Buyer shall provide a representative who shall be present at all times during the installation and capable of assisting where necessary, and shall take such steps as may be reasonably necessary to prevent personal injury to CIVCO’s employees, agents or subcontractors at Buyer’s premises. Buyer shall reimburse CIVCO at CIVCO’s standard rates for any extra time, travel or expense resulting from absence or inadequacy of rescheduling arrangements or other Buyer-caused delay or prolongation of installation.
5. Product Specifications. CIVCO shall deliver products with a minimum shelf life of twelve (12) months. CIVCO reserves the right to change the design or specifications of any product or component or to discontinue the manufacture of any product at any time, and will use commercially reasonable efforts to notify Buyers of any decision to discontinue products or any changes in product specifications affecting form, fit or function.
6. Payment Terms. Payments due to CIVCO are due net thirty (30) days from date of invoice, in United States dollars, subject to approved credit at the time of order invoicing. No discount for early payment is authorized without CIVCO’s written consent. Payment terms shall not be affected by any delay in delivery, installation or acceptance. Partial shipments will be billed as made and payable upon the terms above. CIVCO reserves the right to change its terms of sale or to require prior payment, letter of credit or COD when, in the opinion of CIVCO, Buyer’s financial condition or previous payment record so warrants. Should Buyer become delinquent in any payment due, CIVCO in its discretion may institute credit hold procedures on all open orders. Future orders will not be confirmed until Buyer’s account is brought current, including any outstanding interest charges. CIVCO shall retain a purchase money security interest in all products sold, and proceeds thereof, until receipt of full payment in accordance with the terms hereof.
7. Quality Control; Local Requirements. Buyer and its representatives must observe all quality control standards and requirements recommended by CIVCO from time to time with respect to the handling, storage and use of products, including without limitation those set forth in CIVCO’s product documentation and packaging. Buyer shall be responsible for obtaining all permits and for meeting all requirements of any kind whatsoever relating to state and local codes, registrations, regulations and ordinances. CIVCO makes no warranty of any kind regarding compliance by the products with such requirements.
8. Limited Warranty; Disclaimer.
Products Manufactured by CIVCO: CIVCO warrants that products manufactured by CIVCO shall be free from defects in materials and workmanship under normal use for a period of 12 months from the date of invoice by CIVCO unless otherwise stated on the product labeling and/or instructions. CIVCO further warrants that all sterile disposable products shall be sterile for not less than 12 months from the date of invoice by CIVCO unless otherwise stated on the product labeling and/or instructions.
CIVCO Software & Media. CIVCO warrants that the media on which any CIVCO software is furnished will be free from defects in materials and workmanship, and that the software will perform substantially in accordance with the operational features of CIVCO’s published specifications at the time of sale, in each case under normal use in accordance with CIVCO’s product manuals and instructions for use, for a period of 12 months from the date of invoice by CIVCO. Buyer shall be responsible for providing and maintaining current back-ups and industry standard, updated, virus protection and firewall programs for its systems and data. CIVCO makes no warranty that the operation of any software, firmware or data archiving utilities will be uninterrupted or error free.
Products Not Manufactured by CIVCO: Products, software and media not manufactured by CIVCO are warranted only by the original manufacturer and only if and to the extent set forth in the original manufacturer’s warranty. CIVCO shall have no warranty liability with respect to components, software or products supplied by third parties, or failure of any such supplier to perform under its warranty.
Limited Remedy: Any breach of the foregoing warranties must be reported prior to expiration of the warranty period, and Buyer’s exclusive remedy and CIVCO’s entire liability for breach of the foregoing warranties shall be repair or replacement, at CIVCO’s option, of the non-conforming product or part, or if neither is in CIVCO’s opinion commercially feasible, refund of the purchase price paid for the product in question. Such obligation shall be subject to CIVCO being granted the reasonable opportunity to inspect, at CIVCO’s expense, the non-conforming product at the location of its use or storage and, upon CIVCO’s request, return of the product to CIVCO at CIVCO’s cost. Any replacement of products or software may be made by substitution of similar or upgraded products having the same or similar functionality.
For CIVCO software, CIVCO shall provide software support, updates and upgrades for the duration of the warranty period during normal working hours or at an additional charge outside normal working hours. After expiration of the warranty period, CIVCO will charge Buyer its then-current prices for parts, labor and transportation or, upon request, will furnish quotes for prepaid service contracts for further support and upgrades. CIVCO will not provide support or upgrades for software not representing the then-current or most recent upgrade for the product to be serviced.
TO THE FULL EXTENT ALLOWED BY LAW, THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, AND NONINFRINGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
CIVCO makes no warranty, nor shall it have any obligation to any Buyer or third party, with respect to any product that has expired according to product labels or has not been used, handled or stored in accordance with written CIVCO guidelines. Without limiting the foregoing, CIVCO’s warranty shall be void in the event of damage, defects or conditions resulting, directly or indirectly, from abuse, misuse, accident, neglect, failure of electrical power, relocation, or any alteration or modification after delivery by CIVCO, including but not limited to improper storage, service or maintenance or use with third-party software, supplies, attachments, or accessories not approved by CIVCO for such purpose.
CIVCO'S TOTAL LIABILITY IN DAMAGES OR OTHERWISE WITH RESPECT TO ANY PRODUCT OR SERVICE PROVIDED TO BUYER SHALL NOT EXCEED THE PAYMENT, IF ANY, RECEIVED BY CIVCO FOR THE PRODUCT OR SERVICE CAUSING THE LOSS OR DAMAGE CLAIMED. In no event shall CIVCO be liable to BUYER OR ANY THIRD PARTY for any other damages, including without limitation SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, or exemplary damages, DAMAGES for loss of use, LOSS OF BUSINESS OR profits, OR INDIRECT DAMAGES OF ANY NATURE WHATSOEVER, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER CIVCO HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
Certain Legal Limitations. The foregoing warranties give Buyers specific legal rights which may vary based on local law. Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages for certain products supplied to consumers or the limitation of liability for personal injury, so the above limitations and exclusions may be limited in their application to certain Buyers. When, under applicable law, implied warranties are not allowed to be excluded in their entirety, such warranties will be limited to the duration of the applicable written warranty.
9. Product Returns. Product returns (excluding recalls) shall be subject to CIVCO’s product return policies, as in effect from time to time, and a minimum 20% restocking charge. All returned products must be unused, in the original packaging, and in good condition with no defects or damage caused by Buyer, its employees, officers, directors, agents, representatives or affiliates. Buyer must obtain return authorization and instructions from CIVCO prior to returning any product, including any Non-Conforming Product (any product not meeting CIVCO specifications as defined in CIVCO technical files). No product may be returned if such product has expired according to product labels, if the seal or package integrity has been compromised, or if such product or has not been used, handled or stored in accordance with CIVCO’s quality control guidelines. Custom product smay be returned only if approved in writing by CIVCO and only upon payment of a reasonable restocking charge, which shall include but not be limited to tooling and development expenses incurred by CIVCO in connection with such Custom product.
10. Calibration and Radiation Delivery. Buyer shall be responsible for calibration of all radiation producing equipment. The dose rate and integrated dose measured by the accelerator transmission ionization chamber and dosimetry electronics must be calibrated by a qualified radiological physicist prior to use of any CIVCO product for patient treatment. Buyer shall be responsible for testing and calibrating equipment on a regular basis. Buyer shall also be responsible for any radiation surveys required by applicable law or regulation or necessary to establish that radiation does not exceed safe levels. BUYER RETAINS FULL RESPONSIBILITY FOR THE ACCURATE CALIBRATION AND SAFE TRANSMISSION OF RADIATION TO ANY THIRD PARTY, WITH OR WITHOUT CIVCO'S PRODUCT IN PLACE.
11. Finance Charges; Collection & Expenses. Any amounts due to CIVCO that are not paid when due shall bear interest from the date due until paid in full at the lower of 1 ½% per month or the highest legal rate, compounded monthly. If CIVCO deems it necessary to refer an account to an agent or attorney for collection, all costs and expenses of collection (including, without limitation, reasonable attorney fees) will be charged to Buyer’s account and accrue interest at the rate stated above. CIVCO may setoff against any sum otherwise due from CIVCO to Buyer or its affiliates any sums or amounts then due from Buyer and its affiliates to CIVCO.
12. Additional Requirements for OEMs. Any sale of products by CIVCO to an original equipment manufacturer (“OEM”) for distribution and sale with or as a component of the OEM’s own products (“OEM Products”) is subject to the following additional conditions and requirements:
(a) the OEM must comply, and require its distributors, agents and representatives to comply, with all laws, regulations and governmental requirements necessary to export products from the United States, to import products into any jurisdiction into which the OEM sells or distributes products and/or OEM Products, and to conduct medical device sales of products and/or OEM Products in each country;
(b) the OEM may not alter, amend or otherwise change the products, including but not limited to packaging, labels, and instructions for use, or permit any distributor, agent or representative to do so, without prior written consent from CIVCO; and
(c) the OEM may not make, or permit any distributor, agent or representative to make, any warranties, claims or commitments with respect to the products except as set forth in CIVCO’s standard printed warranties provided with each product.
13. Additional Terms Applicable to CIVCO Software. Any software provided by CIVCO is provided upon the terms and subject to the conditions set forth in the applicable license agreement provided with the product, the terms of which shall prevail over any contrary terms and conditions herein. If any Products either constitute or comprise computer software, Buyer will be deemed to have agreed to the terms of any applicable software licenses by installing or using the software or opening its packaging. Unless otherwise provided in the applicable license agreement, CIVCO grants Buyer a nonexclusive, non-transferable right to use such software only in machine readable form and only in combination with the product(s) with which such software is provided. Any rights in and to such software that are not expressly granted to Buyer are expressly reserved. Buyer may not copy any software provided by CIVCO, in whole or in part, or modify, adapt, copy, recast, alter, compile, decompile, translate, or create derivative works from any such software, or transfer, provide or disclose any such software or any portion thereof to any third party. The license granted to Buyer shall terminate when Buyer discontinues use of the products with which such software is provided, and upon such termination all software media and materials shall be returned by Buyer to CIVCO.
14. Governing Law & Jurisdiction. These Terms and Conditions, any disputes which may arise out of deliveries by CIVCO to Buyer, and all other transactions to which these Terms and Conditions apply shall in all respects be governed by and construed and enforced in accordance with the laws of the State of Delaware, USA, without giving effect to any conflict of law provision that would cause the application of the laws of any other jurisdiction. To the extent that the United Nations Convention on Contracts for The International Sale of Goods could be applicable by operation of the laws of the United States of America and of the State of Delaware, the Parties hereby opt out of the application of the Convention, and any applicable international discovery and service of process conventions shall not be applicable. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, these Terms and Conditions may be brought in the courts of the State of Delaware, and Buyer consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such proceeding, waives any objection to venue laid therein, and agrees that process in any such proceeding may be served on Buyer anywhere in the world.
15. Miscellaneous. These Terms and Conditions may be amended or modified by CIVCO in whole or in part at any time by publishing the modified Terms and Conditions on CIVCO’s website. CIVCO’s rights and remedies herein are cumulative and in addition to all other rights and remedies available at law or in equity. Failure to enforce any provision of these Terms and Conditions shall not be construed as a waiver of such provision or any other provision nor of the right to enforce such provision. The invalidity, in whole or in part, of any provision hereof shall not affect the remaining provisions. Any waiver or renunciation of a claim or right arising out of breach must be in writing and signed by the injured party. The headings to the paragraphs of these Terms and Conditions are for convenience only, and may not be used in the interpretation hereof.
