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Terms & Conditions

DEFINITIONS

Seller: ECHO MAGNET SERVICES B.V. referred on final written offers, quotations, contracts, invoices and/or order confirmations supplying the products, parts and/or services.
Customer: The buyer as a person, firm, company or other organization to whom Seller sells and/or delivers products, parts and/ or services from ECHO MAGNET SERVICES B.V.

Party/Parties: Seller or the Customer, or Seller and the Customer
Product: Any goods, equipment and/or devices consisting of at least one
sub device agreed to be supplied by Seller.
Part: A single hardware or software device to be used on a Product.
Sales Order: The agreement between Parties governing the sale of the Product by Seller to Customer.
Service: Consulting and technical services performed by Seller.
Service Tools : Devices sold, used or rented from Seller in order maintain the technical works during on-site engineering.
Quench: Sudden discharge of the energy and helium inside the magnet Contract(s): all written contracts, concluded between the Seller and the Customer.
1. CONTRACTUAL BASIS
1.1. Unless otherwise agreed between the Parties in writing, all Sales Orders

and Services shall be governed by the following terms.
1.2. These terms and conditions are binding and supersede and replace any Customer’s terms, and are an integral part of the order and/or agreement. All terms and conditions in or attached to Customer’s purchase order are hereby expressly declared null and void, regardless of which of the

documents has been forwarded last.
1.3. No other agreements or understandings, which change these terms,

shall be binding unless Seller has agreed to it in writing.
1.4. Seller has the right at all times to make changes or additions to the General Conditions unilaterally. The changes and/or additions bind the Customer as from the moment the changes and/or additions have been

notified to the Customer in writing.
1.5. Amendments made directly on the Sales Order and/or invoice will

overrule the terms, where such may be in discrepancy.
1.6. Any reference to Incoterms on Sales Orders should be considered a

reference to “Incoterms 2010”.
1.7. Amended versions of the Sales Order/Invoice will supersede any previous

versions.

2. SITE PREPARATION, DELIVERY AND INSTALLATION

2.1. Seller will deliver the Product to the destination defined in the Sales Order, including transport via road, sea or air as well as local craning and rigging arrangements, which are defined in the Sales Order/Invoice.

2.2. In relation to the delivery arrangements, Customer will be responsible for arranging and clearing a transport and delivery route (including but not limited to; arranging needed local permits, road closures, building works, structural evaluations, structural supports, landscaping works etc.).

2.3. Customer will be responsible for completing site preparations, in accordance with OEM manuals provided by Seller (equipment specific pre- installation and site planning manuals ensuring that product installation and operation requirements are met), including but not limited to; structural requirements (floor loading), cooling requirements (air and water cooling), power requirements (both product and auxiliary equipment), shielding requirements (RF and steel for MR equipment or lead shielding for X-ray products), safety requirements (water leak sensors, emergency power off), building modifications/preparationsetc.).

2.4. Customer will accept the additional fee which is 850€/ day in the event that the Seller is not able to complete his work due to any technical issue not caused by the Seller.

2.5. Customer will be solely responsible for obtaining any licenses and approvals needed in order to own, receive and operate the product delivered by Seller

2.6. Customer is solely responsible for any testing of the product, required by local authorities, before the product may be put into clinical operation.

2.7. Any costs incurred to Seller, due to Customer’s failure to comply with the above and OEM stated requirements for site preparation, will be invoiced to Customer (waiting time, travel and living costs etc.).

2.8. For EU intra-community transactions: If the goods are sold EXW and Customer is handling transport, either by own means or contracting a 3rd party forwarder/transporter for collection, a copy of the signed and stamped CMR must be returned to Seller within 14 days after collection of the goods.

2.9. For export sales outside EU: Customer is always obliged to make sure the export declaration, issued by Seller, is closed within four weeks and provide documentation to Seller that this has been done.

2.10. If the requirements in articles 2.8 and 2.9 are not fulfilled, Seller reserves the right to invoice Customer full VAT, based on the country in which the Products originated.

3. PRODUCT AND PARTS WARRANTY

3.1. All Parts supplied by Seller are provided with a 30-day warranty period, subject to article 7.3, unless otherwise stated in the Sales Order.
Product warranty periods will be defined in the Sales Order.

3.2. Whether Parts are sold, included or excluded in a Service contract, all parts are supplied on an exchange basis, meaning that exchange Parts must be returned to Seller.

3.3. If a Part is quoted on an “Exchange” basis, the price in the quote is a discounted rate, conditioned upon Customer delivering a like, repairable item to Seller within 20 days from Customer’s receipt of the sold item. If Buyer fails to return a like, repairable item within 20 days, Customer agrees to pay the full retail price for the part, up to the full OEM replacement cost. Furthermore, Buyer agrees to remove all sensitive patient information from exchange parts prior to returning them to Seller.

3.4. In cases where Parts are not included in a Service agreement/Sales Order, these will be quoted and invoiced separately by Seller to Customer.

3.5. Claim periods are defined by the agreements set forth in the Sales Order and/or Service agreement.

3.6. Customer shall ensure that adequate and safe facilities exist at its premises and guarantee that all services will be carried out with reasonable care and skill by appropriate personnel.

4. RETURN POLICY

4.1. Unused Parts may be returned within 20 days of the shipment date at Customer’s expense. Returns of unused parts must be pre-approved in writing by Seller and the Parts must be in the same condition as the time

of shipment.
4.2. In case that unused parts returned later than 60 days after shipment, the

Customer is charged with the prices difference of outright fee.

5. ON SITE ENGINEERING

5.1. The Seller is engaged by the Customer to carry out the works defined between Parties. Any e-mails, protocols etc. defining the technical service will supersede as technical agreement.

5.2. The Seller will carry out the technical work with due diligence and in a good and workmanlike manner.

5.3. Unless otherwise agreed, the Seller shall bring all necessary tools and materials for the on time completion of the work.

5.4. The Seller shall not be responsible for quench that occurs due to any reason. The Customer hereby agrees to be responsible both for all the economical as well as legal outcomes of quench.

5.5. The Seller shall not be responsible for the change of any parts on the magnet which were discovered and/or became faulty during the technical service.

5.6. The Customer shall maintain insurance and shall indemnify the Seller against any personal injury or death of any person or any injury or damage to property arising out of the technical works on site.

5.7. Any work permits (which is applicable for onsite engineering in the related country) shall be under responsibility of the Customer.

5.8. The Customer must ensure that all instructions given by or on behalf of Seller are followed

5.9. Customer will be responsible to source service dongle or service access password in case of need restricted menus on the MRI software.

6. SERVICE TOOL RENTAL

6.1 The Customer is fully responsible for keeping the rental tools in safe and in good condition until their return to the warehouse of the shipper.

6.2 Any damages (partial or complete) that are fixed and announced after acceptance by the Seller at site or in his warehouse will be compensated by the Customer with an immediate payment according to the real market value of each tool.

6.3 Unless otherwise agreed, the rental period will start with the date of the pickup and ends after the arrival notice of the Seller.

6.4 The Customer cannot re-rent the tools to third parties or ship the tools out of the EU without having any written confirmation of the Seller

6.5 In case of the Customer will not send the tools in good order the Customer must pay the real value of the tools as well as all related costs occurred due to the missing equipment.

7. PAYMENT TERMS

7.1. Unless specifically agreed otherwise, Customer must pay the entire invoice amount to Seller upfront.

7.2. Sold products and/or parts remain full property of Seller until full payment is received on Seller’s account.

7.3. In the event of delayed or no payment, Seller reserves the right to void warranty, suspend deliveries and/or cancel each of its outstanding obligations, and to charge interest, if the invoice is not paid in accordance with article 4.1, unless specifically agreed otherwise. The interest rate is agreed to be 1 % per month or 12 % per year.

7.4. If the Customer contests the correctness of an invoice, the Customer will be required to notify the Seller thereof in writing and stating the reasons within five (5) calendar days after the invoice date.

7.5. The Customer will be in default by operation of law and will owe statutory interest (within the meaning of Article 6:119a of the Dutch Civil Code) on the outstanding invoice amount as from the invoice date in the event payment is not made on time. If the Customer fails to make payment within the agreed term and is therefore in default, all of Seller’s outstanding claims against the Customer will become immediately due and payable.

7.6. The Customer does not have the right to set off its debt to Seller against a claim it has against Seller, unless Seller has declared in writing that it agrees to a proposed setoff

7.7. The bank details of the Seller is always mentioned under the proforma and commercial invoices. The Customer shall not use any other bank details for his payments. The Seller cannot be held responsible for the lost of the outcoming funds due to any kind of cyber attack f.i by hacking of the company e-mails of the Seller (the only domain is @echomagnetservices.com). The only and valid bank account of the SELLER is; IBAN : NL49EBUR2005386820 BANK : Ebury Partners UK Limited SWIFT: EBURNL21

8. RETENTION OF TITLE

8.1. Unless otherwise specified, Customer is not entitled to receive any products, parts and/or services before the entire invoice amount has been paid in accordance with7.1.

8.2. Seller is also entitled to change the offered Sales Order/ Invoice.
8.3. The offered Sales Order/Invoice is only valid for 14 days from Sales Order/Invoice date. After this date Seller is entitled to consider the offer

for obsolete and cancelled.

9. DEFECTS

9.1. Pictures, advertisements, verbal descriptions, email descriptions etc. are intended for guidance and informational purposes only, and therefore Customer cannot cite them as legal grounds.

9.2. Any defects will be rectified, if possible, by Seller within reasonable time. If the defect cannot be rectified, Seller will reimburse Customer with compensation calculated as the loss of value due to the defect, but limited in accordance with 10.4.

9.3. Customer is not entitled to claim any compensation for breach of contract due to defects other than the rights given above. Customer is thus precluded from advancing claims for any damages, proportional reductions, loss of revenue or other compensation.

9.4. Customer specifically agrees that cosmetic discrepancies and fair wear and tear issues are not to be regarded as defects.
Only major lacks or defects which substantially influence the overall functionality of the product or part can be defined as significant defects.

10. PRODUCT LIABILITY

10.1. Seller shall not be liable for any damages resulting from a defect in the Product, including Quench.

10.2. Customer will take over all risks of product liability and will defend and hold Seller harmless of any claims arising from Customer’s use of the product or part.

11. PRICES & QUOTATIONS & CANCELLATIONS

  1. 11.1.  Any quotation or offer given by Seller is to be viewed as an offer, which shall be null and void, if not accepted through receipt of Customer’s Purchase order confirmation within 14 days of the date of the offer. The following pricing policy will be applicable to the confirmation of an offer:
    • Scheduled for performance (more than) 20 days ahead: regular price
    • Scheduled for performance within 20 days: regular price + 10%
  2. 11.2.  The price of Products, Parts and/or Services will be Seller’s quoted price, but exclusive of value added or other taxes. In all cases where no price is quoted, price payable is those currently in effect in Seller’s price list as well as possible additional charges such as handling, freight,packaging etc.
  3. 11.3.  In the event of rescheduling of a confirmed project within ten (10) daysbefore scheduled commencement, the price quoted shall be charged without refund. In case of rescheduling of a project (more than) ten (10) days before scheduled commencement, the following cancellation fees will be applicable:
    • Cancellation of a confirmed job more than 20 days before start: 100% refund.
    • Cancellation of a confirmed job more than 10 days before start: 50% refund

13. LIMITATION OF LIABILITY

  1. 13.1.  Seller shall not be liable to any further extent than described in these Terms and Conditions, except in the case of intent or deliberate recklessness of the Seller.
  2. 13.2.  Seller shall not be liable for misprints in Order confirmations or quotations.
  3. 13.3.  Seller shall not be liable to Customer for any indirect or consequential losses (including deprived profit (gederfde winst)) or losses, which areunlikely or unforeseeable to Seller.
  4. 13.4.  Seller shall not be liable for damages caused by incorrect use of theProduct or Part by Customer, including by use of the Product or Part by personnel not specifically trained and qualified to work on the Products, Parts and/or MRI’s.
  5. 13.5.  The liability of Seller shall at all times be limited to the sum insured that shall be paid in such case under the professional liability insurance policies taken out by Seller, increased by the deductible that shall be at the expense of Seller in such case pursuant to the insurance cover notes. These insurance policies have limited cover, inter alia with respect to the amount of damages and the number of insured events per year. Upon request access may be obtained to the insurance cover note. Should no payment be made by virtue of aforementioned insurance policies, regardless of the grounds, the liability of Seller shall be limited (capped) at 5% of the total value of the sales order,

up to a maximum of € 5.000 (five thousand Euros).
13.6. If product or part warranty is provided, the warranty will be void in case

Customer does not use the product or part for the intended purpose and in accordance with OEM applicable guidelines for usage and/or operation.

13.7. With respect to products or parts permitted for human clinical and diagnostic use, any related decisions shall be at the risk of Customer and the respective health personnel.

13.8. Should Customer choose to allow any 3rd party contractors to work on any installed product, during the duration of the warranty period, then Seller assumes no responsibility for the work carried out, damages caused by or modifications completed by these 3rd party contractors. Also, any implied warranty will be null and void, if 3rd party contractors are subcontracted by Customer to intervene on the product.

13.9. The Customer indemnifies the Seller against all third-party claims on any basis whatsoever in connection with 3rd party contractors.

13.10.A series of related claims or events applies as a single claim or event.

14. SEVERABILITY

14.1. Should any part of these Terms and Conditions be held invalid, void or unenforceable by applicable law, the remainder of the Terms and Conditions shall remain in full force.

14.2. If one or more provisions of the Contract or the General Conditions are invalid or unacceptable given the circumstances, in accordance with the standards of reasonableness and fairness, a new reasonable and legally

admissible provision will be determined by Seller.

15. INSOLVENCY

15.1. In the event that Customer becomes insolvent, or a request to open insolvency proceedings for the assets owned by Customer has been filed, or insolvency proceedings for its assets are opened or dismissed due to lack of assets, Seller shall be entitled to terminate the Sales Order/Service Contract for good cause without notice in whole or in part.

16. LAW, CHOICE OF VENUE

16.1. Any dispute arising out of or in connection with any agreement between the parties, including any disputes regarding the existence, validity or termination of the agreement or including any disputes regarding the validity of these terms shall be settled by Amsterdam District Court and shall be governed exclusively by Dutch law.

16.2. The parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to any agreement or dispute between the parties.