Sales Terms and Conditions to Control: No Alternations Permitted: The following Terms and Conditions of Sale are hereby made a part of all quotations and sales made by Novum Medical Products of N.Y., L.L.C. (“Novum”). Any proposal for additional or different terms by the Buyer or any attempt by the Buyer to vary in any degree, any of the terms and conditions set forth herein shall not operate as a rejection of those terms and conditions but shall be deemed an attempted material alteration. These terms and conditions of Novum shall be deemed accepted by Buyer without additional or different terms. These terms and conditions constitute the terms and conditions upon which Seller offers to sell. If these terms and conditions should be construed as an acceptance of a prior offer by the Buyer to purchase, such acceptance of the Seller is expressly conditional on the Buyer’s assent to the terms and conditions set forth herein.
Quotes/Customer P.O. Requirements: All prices quoted are F.O.B. from our facilities. An official written purchase order or signed quote by an authorized representative is required to complete the order shipment. Prices are subject to change without notice. Terms extended to established customers.
Terms of Payment: Payment terms are as specified on the order acknowledgment or purchase order. If payment terms are not explicitly stated otherwise, they will be Net 30 days. New Customers, who are not members of a Novum-participating National Group Purchasing Organization (G.P.O.), will be required to pay in full for the first two orders or until they have established Credit with Novum. If payment by the Buyer is not made when due, the Buyer shall pay interest on any overdue amount at the rate of 1.5% per month from the due date until payment without prejudice to any other rights of Novum. Buyer shall pay all costs of collection, including reasonable attorney’s fees. Payments made by Credit will have a 2.5% service charge added.
Prices: Prices do not include any sales, use, excise, occupational, or other similar federal, state, or local taxes which may apply to the sale. Any such taxes are Buyer’s responsibility. All prices are F.O.B. of Novum’s place of business unless specifically stated otherwise. Risk of loss shall pass to the Buyer as soon as the items are deposited with the carrier for shipment. For shipments received damaged, see Novum’s Freight Damage Policy.
No Modifications: No terms, conditions, or warranties other than those stated herein and no agreement or understanding, oral or written, in any way modifying these terms or conditions, whether contained in Buyer’s purchase order or elsewhere, shall be binding on Seller unless hereafter made in writing and signed by one of its executive officers.
Delivery: Time is not of the essence of this contract. Shipment commitments are based upon the best expectation of Novum’s ability to fulfill the order. However, Novum is not responsible for damages or losses caused by delays in delivery due to any cause.
Noncompliant Shipments: Within fifteen (15) days after shipment of any products and before such products have been used or changed from their condition at delivery (except for reasonable test and inspection quantities), the Buyer may inform Novum in writing if products are found defective or short in any respect. Failure to inform Novum within a fifteen (15) day period or Buyer’s use of said products (except for reasonable test and inspection quantities), shall be conclusive that Novum has satisfactorily performed its obligations under this sales order that the Products have been accepted. No returns for Credit other than for defective or short shipments will be accepted unless Novum’s permission has been obtained in advance.
Cancellation: Custom product orders cannot be canceled. Orders eligible for cancellation require written consent from Novum and are subject to reasonable charges based on costs already incurred and commitments made by Novum.
Returned Goods: Return merchandise authorization (R.M.A.) is required. The product must be returned in original packaging within 30 days from the issuance of R.M.A. Eligible Returns will be subject to a handling and re-stocking charge plus any additional costs resulting from damage or use. After 30 days from the date of R.M.A., Novum Medical Products reserves the right to refuse returned goods for any reason. If accepted, the amount of Credit will be at the discretion of Novum. Items soiled, abused, or misused are not to be returned for Credit or repair under any circumstances.
Limited Warranty Policy: Novum warrants that all materials and equipment provided will be new unless otherwise specified. Concerning any components or other equipment provided by Novum as to which the manufacturer provides a written warranty, the Buyer shall rely on said warranty. This warranty excludes any damage or defect caused by abuse, modifications, improper or insufficient maintenance, improper operation, or normal wear and tear. Novum’s sole and exclusive remedy for a breach of this warranty shall be the replacement of the materials or equipment. Novum only warrants to the original end-user that all products manufactured by Novum are free from defects in workmanship and material. The duration of that warranty is product specific.
Limited Lifetime Warranty: Novum will warrant to the original purchaser that all cribs, bassinets, steel instrument tables, IV Poles, custom steel products, and all steel components manufactured by Novum Medical Products shall be free of defects in material and workmanship for the service lifetime of the product, subject to the condition that any non-steel components of on such product carry a one (1) year
|Product type/ Category
|Non-Steel components 1 year
|Instrument Tables/ Novum Cabinets
|Non-Steel components 1 year
|Novum Standard Heavy-Duty Carbon Steel/ Stainless Steel IV Poles, Birthing Mirrors
|Non-Steel components 1 year
|iSeries Overbed Tables
|5 years on base, column and top
|1 year on Cylinder
|10 Limited Warranty
|1 year on accessories
|5 years on frame/ suspension and Bearings
|2 years on Mechanism
1 Year on Upholstery
|Non iSeries OBT
|3 years on parts
|Shipping charges incur after 1 year
Exclusion or Limitation of Liability: NOVUM SHALL HAVE NO LIABILITY FOR INDEMNITY OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR INJURY TO THE PERSON OR PROPERTY OF BUYER, WHETHER THE ASSERTED LIABILITY ARISES FROM BREACH OF WARRANTY, NEGLIGENCE OF SELLER, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL THEORY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING LIMITATION, NOVUM SHALL NOT BE LIABLE FOR INJURY TO PERSON, PROPERTY, DAMAGES OR LOSS OF USE, LOSS OF TIME, LOSS OF SALES, LOSS OF PROFITS, OR INCOME, OR CONTINGENT CLAIMS OF ANY KIND ARISING FROM LOSS OF PRODUCTIVITY AND/OR LOSS OF PRODUCTION FOR ANY CAUSE; OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES.
SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, APPLICABLE TO ANY ITEMS. ANY SUCH WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY NOVUM.
Governing Law: This agreement shall be governed by the laws of the State of New York. Buyer and Novum agree that the exclusive venue and jurisdiction for any suit, action, or proceeding arising between Buyer and Novum shall be the Supreme Court, State of New York, County of Erie.
The provisions set forth herein are the entire agreement and understanding of the parties and may not be waived, changed, modified, discharged, or rescinded except by writing and signed by an authorized officer of Novum. This agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, successors, assigns, executors and administrators.