Terms and Conditions of Sale

These Terms, combined with the information on the front or attached pages (“Front”) constitute an agreement with Carl Zeiss Meditec, Inc. (“Zeiss”) in which the purchaser named on the Front (“Buyer”, “You”, “Your”) will purchase the product(s) described on the Front (“Products”). Terms on the Front will supersede these terms below.
1. PRICES AND TAXES – All prices in this Agreement (“Price(s)”) are in U.S. dollars. The Price does not include applicable sales, excise, use, or other taxes in effect or later levied. Zeiss is licensed and required by law to collect sales tax in all states. Except for those taxes attaching to Zeiss (e.g. income taxes), Buyer is responsible for payment of all taxes associated with its purchase of the Product(s), including (but not limited to) sales or excise taxes, duties, or property taxes.
2. TRADE-IN POLICY – If Buyer’s ”trade-in” equipment (“Trade-In(s)”) is part of the Price, Buyer warrants that Buyer owns the Trade-In(s) free of any liens, security interests or other encumbrances. Buyer must complete the de-installation of the Trade-In(s). Trade-In(s) must be in the condition as noted on the Quotation, and must include all hardware, software, components, and applicable license(s), and are the model and serial number listed on the Quotation (“Complete”). Trade-In(s) are subject to Zeiss’ inspection and acceptance. If Trade-In(s) are not delivered to Zeiss within 60 days of delivery of the Products, are not Complete or otherwise unacceptable to Zeiss, Zeiss may recalculate the Price and Buyer agrees to pay Zeiss the adjusted Price. Buyer will bear the risk of loss for Trade-In(s) until they are delivered to Zeiss or its carrier. If accepted, Zeiss may immediately dispose of the Trade-In and Buyer will have no right to a return of the Trade-In. If this Agreement is terminated, or the Products are returned, then Buyer agrees that Buyer will only receive a credit for the Trade-In(s) value toward Buyer’s next purchase of Zeiss product(s).
3. TERMS AND METHOD OF PAYMENT - Unless stated otherwise on the Front, payment in full will be due thirty (30) days from the date of invoice. Zeiss may require a deposit upon placement of the order, with the balance Due On Delivery (including applicable sales tax, freight, insurance, etc.). Zeiss reserves the right to require payment in full, in advance or C.O.D., or otherwise modify credit terms either before or after acceptance of any order if for any reason Buyer’s credit is or becomes objectionable to Zeiss. Pending correction of any objectionable credit situation, Zeiss may withhold shipments without incurring any liability to Buyer. All balances not paid when due shall be subject to a service charge equal to one-and-one-half percent (1 ½%) per month, or the highest rate permitted by law, whichever is less. For Zeiss to extend tax exempt status to Buyer, Buyer must provide a tax-exemption certificate based upon the jurisdiction of the installation location prior to acceptance of the order.
4. CREDIT STATEMENT - Buyer certifies that the information submitted pertaining to its credit worthiness is accurate. Buyer, its owners and/or principals, and all individuals whose names appear on the Agreement expressly authorize consumer reporting agencies and other persons to furnish credit information to Zeiss, separately or jointly with other creditors, for use in connection with this Agreement. Zeiss and joint users of such information are authorized to receive and exchange credit information and to update such information as appropriate for the express purpose of assessing Buyer’s credit worthiness.
5. SHIPMENT, RISK OF LOSS, SHIPPING DATE - All shipments will be made FCA. Zeiss’s shipping points. Absent specific agreement, Zeiss will select the carrier. Title and Risk of Loss to the Product(s) passes to the Buyer upon Zeiss’ delivery to the designated carrier or delivery service. Buyer shall reimburse Zeiss for any insurance proceeds obtained covering losses associated with delivering the Product(s) to the carrier. If a shipment date is indicated on this Agreement, such date is only an estimated delivery date, and not a material term of this Agreement. Zeiss will make all reasonable efforts to meet the delivery date. If Zeiss does not deliver the Products within sixty (60) days of the delivery date, then Buyermay terminate this Agreement, and neither Buyer nor Zeiss will have any further obligations.
6. ACCEPTANCE – Buyer will be deemed to have accepted the Products on the earlier of (i) delivery of the Products to the Buyer (if installation is not priced separately on the Front) or (ii) confirmation by Zeiss that the Products have been installed and conform to Zeiss’ specifications and requirements for operation or (iii) Buyer’s use of the Products.
7. SECURITY INTEREST - Until the Products are paid for in full, Buyer gives Zeiss a security interest in the Products, all monies received for the Products, or in any chattel paper regarding the Products (e.g.: lease agreements).
8. LIMITED WARRANTY - This is a limited warranty that gives Buyer specific legal rights. Non-institutional Buyers may have other rights, which vary from state to state. Warranty is void outside the U.S.A.
Duration of Warranty: This Limited Warranty will last, unless otherwise stated on the Front, for one (1) year from shipment date (“Warranty Period”). What Is Covered: All parts defective in material and workmanship. What Zeiss Will Do: Zeiss will, at its sole option, repair or replace any parts it reasonably determines to have failed due to defects in material or workmanship during the Warranty Period, free of any charge for either parts or labor. What is Not Covered: Consumable items nor the servicing/replacement of other manufacturer’s equipment or accessories. These items, as well as any third-party supplied items (software or hardware) will be covered by their manufacturer’s warranty and any arrangements for service or replacement of such items must be made through that manufacturer. This Limited Warranty does not cover failure that has resulted from improper or unreasonable use or maintenance, accident, unauthorized transportation from the initial installation location or environmental conditions outside of those prescribed in the Product specifications, improper packaging or shipment, electrical failure, or unauthorized tampering, alteration or modification. Consumables and items with a limited expected useful life are not subject to this Limited Warranty. On-site planned or preventive maintenance activities are not included as a part of this Limited Warranty. Exclusive Warranty: The provisions of this Limited Warranty are in lieu of any other warranty, whether expressed or implied, written or oral, including any warranty of fitness for a particular purpose. Exclusive Remedy: Zeiss’ obligation to repair, replace, or at its sole option refund the value of such defective parts, are the only remedies available under this Limited Warranty. Some jurisdictions do not allow limitations on exclusion of or limitation of remedies so the foregoing limitations and exclusions may not apply.
9. SERVICE AGREEMENT – If this Agreement includes the purchase of a Service Agreement, then the Zeiss Service Agreement Terms and Conditions will apply to those services.
10. TRAINING – Zeiss may provide training related to certain Product(s), the form, duration and content of which will be at Zeiss’ discretion. Training commitments expire 6 months after the Product(s) are shipped.
11. LICENSE FOR USE OF SOFTWARE - Zeiss grants Buyer a non-exclusive, non-transferable license to use the software incorporated in the Product(s) (“Software”), solely for Buyer’s internal practice uses. This license does not include the right to make copies of Software, extract, modify or incorporate any part of the Software, nor reverse engineer, decompile, or disassemble the Software. Zeiss does not claim that the Software is free from defects and shall have no obligation to supply software upgrades (i.e., new versions, or new, or in-line releases). This limitation will not apply to required corrective actions.
12. RETURN POLICY – Unless it has given its written consent, Zeiss will not accept any Product returns. If Zeiss consents to the return, Buyer may be charged a twenty percent (20%) restocking fee for all Zeiss authorized Product(s) returns. Risk of Loss, and Shipping and Handling fees for returned Product(s) are the Buyer’s responsibility. Unless Zeiss agrees otherwise, returned Product(s) must be in new condition and packaged in the original packaging. Consumable Product(s), such as bulbs, lamps, fuses, fiber optic cables, etc., are not returnable.
13. CANCELLATION POLICY – This Agreement can only be cancelled prior to shipment by written agreement of Buyer and Zeiss. If Buyer cancels this Agreement, Buyer may be charged a 20% cancellation fee. If Buyer only cancels part of Buyer’s order under this Agreement, Zeiss may adjust the Price of the remaining Product(s) being purchased, which may mean discounts offered on the original order will not be available.
14. FORCE MAJEURE – Zeiss will make every reasonable effort to complete shipment, but shall not be liable for any loss or damage for delay in delivery, or any other failure to perform due to causes beyond its reasonable control including but not limited to, fire, storm, flood, earthquake, explosion, accident, acts of a public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labor disputes, labor or material shortages, embargo, failure or delays in transportation, unavailability of components or parts for machinery used for manufacture of its Product(s), acts of God, acts of the Federal Government or any agency thereof, acts of any state or local government or any agency thereof, and judicial action. Should such a delay occur, Zeiss may reasonably extend delivery or production schedules or, at its option, cancel the order in whole or part without any liability other than to return any unearned deposit or prepayment.
15. ASSIGNMENT – Buyer shall not assign or transfer any rights, duties or obligations under this Agreement without Zeiss’ prior written consent.
16. GOVERNING LAW; DISPUTE RESOLUTION – The substantive laws of the State of New York will govern the construction of this Agreement. Both parties agree to waive any right to a trial by jury.
17. LIMITATION OF LIABILITY – Notwithstanding anything contained in this or any other agreement between Zeiss and Buyer, neither party will be liable to the other for any loss, damage, cost of repairs, incidental, punitive, exemplary, indirect or consequential damages of any kind, including (without limitation) loss of profit, revenues or business opportunity, (all of which each party expressly waive to the fullest extent permitted by law) even if either party has been advised of the possibility of such damages, whether or not based upon express warranty or implied warranty (except for the obligations assumed by Zeiss under the Limited Warranty Clause), contract, tort, negligence, strict liability or other cause of action arising in connection this Agreement or with the design, manufacture, sale, use or repair of the Product(s). This provision may not affect third party claims for bodily injury or death arising in products liability or from Zeiss’ gross negligence. Some states do not allow the exclusion or limitation of consequential or incidental damages, so the above limitation or exclusion may not apply.
18. PATENT INDEMNITY – Zeiss will defend or settle any claim, suit or proceeding brought against Buyer based on allegations that the Product(s) infringe on a third party patent, provided that: Zeiss is notified timely of such claim, suit or proceeding; Buyer renders all reasonable cooperation to Zeiss; Buyer gives Zeiss the sole authority to defend or settle the same. If the Product(s) are held to infringe on any patent and the use of the Product(s) is enjoined, Zeiss will have the option, at its discretion (i) to procure Buyer the right to use the Product(s) or (ii) to modify the Product(s) so that they no longer infringe or (iii) upon the return of the Product(s), refund Buyer the depreciated value of the Product(s) and accept the return thereof. This indemnification will not apply to changes made by Zeiss at Buyer’s instruction or by Buyer, or by the use of third party items in conjunction with the Product(s) (unless sold or directed by Zeiss). In no event will Zeiss’ total liability to Buyer with respect to any infringement or misappropriation exceed the depreciated value of the Product(s).
19. EXPORT / RE-EXPORT - The Product(s) and Software may be subject to United States Export Administration Regulations, and diversion contrary to U.S. law is prohibited.
20. ENTIRE AGREEMENT - This Agreement constitutes the final and complete agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the purchase or sale of the Product(s). The terms and conditions of this Agreement shall prevail over any variance with the terms and conditions of any order submitted by the Buyer for the Product(s), regardless of any provisions to the contrary. No claimed additions to or modifications or amendments of this Agreement, nor any claimed waiver of any of its terms or conditions, shall be effective unless in writing and signed by the party against whom the same may be asserted.


Terms and Conditions of Sale
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© Carl Zeiss Meditec, Inc. April 2014

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