If the CUSTOMER is an entity other than an individual, then the person signing the AGREEMENT represents and warrants that the individual has been properly authorized and empowered to enter into the agreement on behalf of the entity.
DATES OF AGREEMENT
The term of this AGREEMENT for rental begins at the shipment date. The term of the rental AGREEMENT ends on the date of return to and acceptance by MRI VISORS of rental equipment in good working order.
PRIOR ACCEPTANCE OF EQUIPMENT
The CUSTOMER has agreed to rent the EQUIPMENT described in the AGREEMENT. MRI VISORS’ acceptance of the CUSTOMER’S Purchase Order was expressly conditional upon the CUSTOMER’S assent to the terms and conditions set forth in the Order Acknowledgment and in the AGREEMENT.
PRICES AND TAXES
Prices do not include, and the CUSTOMER is responsible for and agrees to pay all sales, use, value added, excise and all other federal, state, local, foreign taxes, import or customs fees and duties associated with an order (unless the CUSTOMER provides Sound Imaging, at the time an order is submitted, with an exemption certification or other documents acceptable to taxing or custom authorities).
Unless otherwise specified in the AGREEMENT, all shipments shall be F.O.B. point of shipment. All shipment dates are approximate and MRI VISORS does not guarantee shipment date. Risk of loss passes to the CUSTOMER as soon SI delivers the EQUIPMENT to the carrier for shipment to the CUSTOMER. SI shall not be liable for any delay in delivery.
Neither party to the AGREEMENT will be liable for any delay nor for failure to perform that is the result of any happening or event that a party could not reasonably avoid or that is otherwise beyond the party’s control, provided that the party hindered or delayed immediately notify the other party describing the circumstances causing the delay. Such happenings or events will include, but are not limited to, terrorism, acts of war, riots, civil disorder, rebellion, fire, flood, earthquake, explosions, acts of the elements, acts of God, inability to obtain or shortage of material, equipment transportation, government orders, restrictions, priorities, rationing, accidents and strikes, lockouts, and other labor trouble or shortage.
INSPECTION AND ACCEPTANCE
Upon receipt of the EQUIPMENT, the CUSTOMER agrees to inspect and test the EQUIPMENT. The EQUIPMENT shall be deemed accepted by the CUSTOMER unless the CUSTOMER provides MRI VISORS a timely written notice specifically noting any defect or discrepancies in the EQUIPMENT received. MRI VISORS must receive all notices regarding nonconformity of EQUIPMENT no later than 6 working days after receipt of EQUIPMENT. The CUSTOMER waives any rights to reject the shipment or revoke acceptance thereafter.
MRI VISORS reserves the right to correct any inadvertent errors made in specifications and rental rate quoted.
EQUIPMENT the CUSTOMER returns to MRI VISORS for replacement and/or repair shall be in accordance with INSPECTION AND ACCEPTANCE, REPAIR, MAINTENANCE, and TERMINATION.
This AGREEMENT and the rights and obligations created hereunder shall not be reassigned by the CUSTOMER without the prior written consent of MRI VISORS.
MRI VISORS is entitled to bill the CUSTOMER, on a delayed basis, at any time after the EQUIPMENT have been returned for any and all charges for which the CUSTOMER shall be responsible pursuant hereto, whether or not MRI VISORS is aware of such charges at the time of the return of the EQUIPMENT. All charges and other amounts billed pursuant to this agreement are payable by the CUSTOMER at the end of the agreed upon rental period as set forth in these terms and conditions, or if not computed at the end of rental period, then upon demand mailed or emailed by MRI VISORS to the CUSTOMER.
If the CUSTOMER does not pay the rental fee within fifteen (15) days from the due date, then MRI VISORS reserves the right to charge the lesser of one and one half percent (1.5%) per month or the maximum legal rate on all such sums from the date due until paid. In the event of non-payment, MRI VISORS shall have and may exercise all rights and remedies under the Uniform Commercial Code. In the event of non-payment, MRI VISORS may inform the CUSTOMER in writing of their DEFAULT of the AGREEMENT. The CUSTOMER shall be liable to MRI VISORS for all cost of collection, including reasonable attorney fees and costs incurred by MRI VISORS upon default by CUSTOMER.
INSTRUCTIONS, PRECAUTIONS AND WARNINGS
The CUSTOMER must read and follow the instructions precautions and warnings for operating the EQUIPMENT given in the MV100 OWNER’S MANUAL.
MRI ARTIFACTS AND HEATING
The CUSTOMER, and person(s) the CUSTOMER gives responsibility to for operating the EQUIPMENT, understands the conditions whereby the EQUIPMENT may produce MRI artifacts or harm a patient, and they must not use the EQUIPMENT if they decide it may affect the MRI imaging, diagnosis, or harm a patient in any way, including but not limited to heating of the EQUIPMENT. If the EQUIPMENT is damaged, the CUSTOMER must immediately stop using the EQUIPMENT. The CUSTOMER indemnifies MRI VISORS from cost and consequence of MRI artifacts and harm from EQUIPMENT.
USE OF EQUIPMENT
MRI VISORS provides Goggles OWNER’S MANUAL for the EQUIPMENT. The CUSTOMER will use the EQUIPMENT in a careful and proper manner, in accordance with the instructions, and in no other manner. The CUSTOMER will exercise due care with and will permit only qualified personnel to use and operate the EQUIPMENT. Such use and operation shall be only according to the written instructions provided by MRI VISORS. The CUSTOMER will not use the EQUIPMENT is any illegal manner or for any illegal purpose nor in violation of any law, ordinance or regulation. The CUSTOMER will allow MRI VISORS to inspect the EQUIPMENT during the terms of this AGREEMENT.
The CUSTOMER agrees to NOT:
CUSTOMER must obtain a written waiver from MRI VISORS to not comply with any of the USE OF EQUIPMENT conditions.
If the EQUIPMENT is not in working order when delivered or subsequently malfunctions, the CUSTOMER will notify MRI VISORS or its designated representative immediately. MRI VISORS will repair or replace the EQUIPMENT promptly after it has been notified of the problem by the CUSTOMER and, provided the CUSTOMER is not in breach of the rental agreement, MRI VISORS will provide the CUSTOMER with the same or similar EQUIPMENT as soon as possible for a period equivalent to the part of the rental period unexpired when the malfunction occurred. If MRI VISORS finds that EQUIPMENT reported as faulty is actually in working order then the CUSTOMER will pay the cost of collection and delivery of the replacement EQUIPMENT.
If the EQUIPMENT is not in working order because of damage by the CUSTOMER, then MRI VISORS will inform the CUSTOMER with an estimate for the repair. The repair costs are $100 per hour plus cost of replacement parts. MRI VISORS will invoice the CUSTOMER for cost of repairs, which are due 30 days after invoicing.
MRI VISORS will be the exclusive source to maintain the EQUIPMENT. The MRI VISORS will pay for shipping EQUIPMENT to MRI VISORS for maintenance. The CUSTOMER is liable for loss or damage during shipping to and from MRI VISORS.
THE CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR AND SHALL INDEMNIFY AND HOLD MRI VISORS HARMLESS AGAINST ALL CLAIMS, DEMANDS, AND LIABILITY ARISING AS A RESULT OF LEASE, POSSESSION, USE, CONDITION, OPERATION OR MISUSE OF THE EQUIPMENT OR VIDEO RENTAL PROVIDED HEREUNDER WHETHER IN BREACH OF THIS AGREEMENT OR HOWEVER IT ARISES.
MRI VISORS WILL IN NO EVENT BE RESPONSIBLE FOR ANY LIABILITY, CLAIM, LOSS, DAMAGE OR EXPENSE OF ANY KIND (INCLUDING LOST PROFITS) WHETHER DIRECT, INDIRECT, OR CONSEQUENTIAL CAUSED BY THE EQUIPMENT OR THE FAILURE OF THE EQUIPMENT TO OPERATE CORRECTLY OR AT ALL.
The CUSTOMER shall be liable to MRI VISORS for all expenses, including reasonable attorney’s fees, incurred in connection with any collection, repossession or other action brought to enforce MRI VISORS’ rights under this AGREEMENT.
Unless otherwise agreed to by MRI VISORS, the CUSTOMER shall return the RENTAL EQUIPMENT, and any other EQUIPMENT owned by MRI VISORS at the end of the BILLING PERIOD in good working order and in the same condition as when MRI VISORS shipped it to the CUSTOMER. The CUSTOMER shall return the EQUIPMENT by Federal Express or comparable overnight courier to the designated MRI VISORS address and in accordance with shipping instructions provided by MRI VISORS at time of delivery of the EQUIPMENT. The CUSTOMER will remain liable for any damage to the EQUIPMENT while the EQUIPMENT is in transit. The CUSTOMER shall pay either the manufacturer’s full retail price, or the full repair cost, to MRI VISORS for any rental EQUIPMENT or VIDEO RENTAL, which is damaged or not returned at the end of the BILLING PERIOD.
LOSS OR DAMAGE OF EQUIPMENT
If CUSTOMER does not return the RENTAL EQUIPMENT as stated in TERMINATION terms, then MRI VISORS at its discretion may charge the full replacement price of the RENTAL EQUIPMENT, twenty thousand dollars ($20,000), without prejudice to any other right or remedy it may have against the customer. In the event of any loss, damage, theft, or disappearance of the RENTAL EQUIPMENT, regardless of circumstances, the customer shall pay to MRI VISORS on demand, an amount equivalent to the value of the EQUIPMENT as identified in the AGREEMENT, less any deposit retained by MRI VISORS
This AGREEMENT supersedes all prior and contemporaneous agreements and representations made with respect to the same subject matter, and is the entire AGREEMENT between the parties.
This AGREEMENT shall be governed by the laws of the State of California.
In the event that any one or more provisions contained in this AGREEMENT should for any reason be held to be unenforceable in any respect under the law of the State of California or of the United States, unenforceability shall not affect any other provisions of this AGREEMENT and this AGREEMENT shall be construed as if such unenforceable provision had not been contained herein.
WAIVER OF BREACH
No waiver by MRI VISORS of any breach of this AGREEMENT shall be considered as a waiver of any subsequent breach of the same or any other provision hereof.
If the CUSTOMER fails to perform any obligation specified under this AGREEMENT or otherwise defaults, MRI VISORS has the right to terminate the AGREEMENT by notice to the CUSTOMER. Upon such termination, the balance of the Gross Rental Amount will be due and payable immediately, and MRI VISORS has the right, at its discretion, to take possession of and remove all rental EQUIPMENT and other EQUIPMENT owned by MRI VISORS. Any other damages or amounts chargeable to the CUSTOMER shall be immediately due upon such termination. In addition to failure to perform any obligation as elsewhere stated in the AGREEMENT, the following shall be defaults by the CUSTOMER:
EXPORT LAW ASSURANCE
This product is controlled under the export regulations of the United States of America. The Government of the United States of America may restrict the exportation or re-exportation of this product to certain destinations. For further information, contact the U.S. Department of Foreign Affairs and International Trade. The CUSTOMER agrees that it is renting for its own internal use only, and not export.
LICENSE AND PERMITS
The CUSTOMER shall be responsible for obtaining any license, permit, or permission from any governmental or regulatory agency, which may be necessary upon the operation of the EQUIPMENT.
The headings in this AGREEMENT and TERMS AND CONDITIONS are for convenience of reference only and shall not affect the meaning or construction of the terms and conditions herein.
All materials, artwork, designs, plans, equipment, software programs, written materials, and other materials used by MRI VISORS to provide EQUIPMENT and services to the CUSTOMER shall be and remain the exclusive property of MRI VISORS Video licensed to MRI VISORS for rental use with EQUIPMENT shall remain the exclusive property of licensor. The CUSTOMER acknowledges that it obtains no rights in or to such property of MRI VISORS or the video licensor, nor does it have a license to use any property of MRI VISORS. CUSTOMER may not make any copies of such materials unless with prior written permission from MRI VISORS and agrees not to let any third parties have access to MRI VISORS’ property without prior written consent of MRI VISORS. MRI VISORS cannot give consent to copy videos without the prior written consent of the video licensor. MRI VISORS shall have the exclusive right to copyright, trademark, patent, or otherwise protect its property rights in such materials and may use it in any way it shall determine fit.
The CUSTOMER agrees to perform all acts and execute all supplementary instruments or documents, which may be necessary or desirable to carry out the provisions of this AGREEMENT.