Terms and Conditions of Purchase and Sale of GoodsThese Terms and Conditions apply to all Purchasing Transactions
between DICOM and its Customers.
“DICOM” means the legal entity of DICOM Group that entered into a Purchase Transaction with the Customer.
“Customer” means an organisation, authorised person or entity that has entered into a Purchasing Transaction with DICOM.
“Purchasing Transaction” means a purchase of Goods and Services from DICOM by Customer.
“Goods” means DICOM and third party software and computer equipment.
“Services” means hardware and/or software support/maintenance services, training and/or professional services.
“End User” means organisation, authorised person or entity which will actually use the Goods.
1. Order of Goods and Services
1.1. Customer may order Goods and Services by submission of an order document to DICOM. DICOM shall have no obligation to deliver any Goods or perform any Services until DICOM sends an Order Confirmation regarding availability, delivery dates, and price. The Order Confirmation constitutes acceptance of Customer's order, subject to credit approval.
1.2. These Terms and Conditions constitute the entire agreement between DICOM and Customer with regard to the ordered Goods and Services, notwithstanding any contrary or additional terms or conditions contained in any order document delivered by Customer. Where there is a written and mutually agreed upon reseller agreement or other framework, purchase or license agreement covering the purchase of the Goods and Services between DICOM and Customer, the terms of that agreement shall supersede these Terms and Conditions.
1.3. DICOM requires a mutually agreed upon statement of work for all professional services engagements.
2. Software License Terms - Support
2.1. Purchase of software is a purchase of a contractual right or license to use the software, not title to the software. Where Customer is the intended End User of the software, Customer further agrees to the terms and conditions packaged or delivered with the software (via media or download, or preloaded on computer equipment, and including click-wrap and shrink-wrap terms), referred as End User License Agreements (EULAs). Where Customer intends to resell the software, Customer agrees to deliver any such EULAs to the End User with the software without alteration.
Prices for Goods or Services shall be as set out in DICOM's Order Confirmation. Prices excluded delivery costs, insurance, sales tax, VAT and similar taxes and charges. Prices are effective on the date of acceptance by DICOM of Customer's order. DICOM may at any time change its prices without notice.
4. Delivery, Title and Risk of Loss
4.1. Deliveries shall be CIP DICOM facilities (Incoterms 2000), to the address advised by the Customer and at the Customer‟s risk and expense. Risk of loss shall pass to the Customer upon physical delivery of the Goods to the forwarding agent or carrier, or, with regard to software, also by making the software available for download along with all software keys or codes necessary to use the software. Customer is responsible for payment of delivery charges and the expense of any related insurance.
4.2. Title to the Goods passes when paid for in full. If payment is overdue, DICOM may require Customer to return unpaid Goods, and shall be entitled to enter Customers' premises to recover such Products.
4.3. Delivery dates quoted by DICOM are best effort forecasts made in good faith, but DICOM cannot accept responsibility or liability for any delays. DICOM shall be entitled to effect partial deliveries to a reasonable extent.
5. Payment Terms
5.1. Goods will be invoiced when ready for delivery. Where credit terms have been agreed upon, invoices are payable as described in the Order Confirmation or invoice. Where credit terms have not been agreed upon, invoices must be paid for before Goods are delivered. DICOM may delay all future deliveries of Goods (and return any items being repaired) and may decline to accept any new orders when amounts are overdue or Customer's credit limit have been exceeded.
5.2. If delivery is made in instalments, payment shall be made in respect of each delivery.
Terms and Conditions of Purchase and Sale of Goods
5.3. No claim in respect of any one disputed item or invoice shall entitle Customer to withhold payment on any other item or invoice.
5.4. If Customer fails to notify DICOM in writing of any inaccuracy in any invoice or delivery of Goods there under (incorrect price, short or damaged delivery, etc.) within 5 working days of the invoice date, Customer will have presumed to have accepted the invoice in full.
6. Force Majeure
If DICOM is prevented by force majeure from delivering Goods, or performing any other obligations, DICOM will be excused its performance for as long as such cause shall continue. Force majeure shall include civil commotion, riot, war, threat or preparation for war, fire, flood, earthquake, labour dispute, failure of gas, water, electricity or other services, interruption of transport, law, rule or regulation of any Government or other authority, or any cause beyond the reasonable control of DICOM.
Goods, excluding spare parts or consumables, are supplied with the manufacturer's warranty. Where Goods are returned under warranty, such items should be returned carriage paid to DICOM, whereupon DICOM will replace or repair the defective Good. DICOM reserves the right to charge where no defect is found in the Product. DICOM will endeavor to replace or repair the Goods within a reasonable time, but DICOM can give no guarantees that repairs will be completed in a particular time.
8. Compliance with Laws
The Customer shall comply with all applicable statutory or regulatory procedures in connection with cross-border shipments and transactions.
9. Limitations on Liability
9.1. NEITHER PARTY SHALL BE HELD LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING LOST PROFITS OR DAMAGES RELATING TO LOSS OF DATA.
9.2. In cases of intentional acts, claims under product liability laws, malicious non-disclosure of a defect, as well as claims based on damage to life, body or health, DICOM's liability shall be determined in accordance with statutory law.
9.3. The total liability of DICOM, whether in contract, tort (including gross negligence) or otherwise, shall in no circumstances exceed the amounts paid in connection with the respective Purchase Transaction. Any claim for damages will expire within one year after provision of the Goods or Services or from the date the cause of action arises.
10.1. DICOM's failure to exercise a right shall constitute no waiver of assertion of that right in future and shall not lead to ineffectiveness of the contractual provisions concerned.
10.2. The Purchase Transaction shall be subject to the local law of the country, where DICOM is based, and the conflict of laws rules and UN Sales Law shall be excluded. The place of performance shall be DICOM's registered office. For all disputes arising out of or in connection with these terms and conditions the contracting parties agree on exclusive jurisdiction of the commercial courts DICOM registered office.
Version 1.1, 01.05.2011