THESE TERMS AND CONDITIONS ARE APPLICABLE TO RENTAL , SALE, AND TELOGY TAILORED
SALE TRANSACTIONS ONLY. LEASE TRANSACTIONS ARE GOVERNED BY SEPARATE EQUIPMENT LEASE
DOCUMENTS. ACCEPTANCE OF DELIVERY OF THE EQUIPMENT BY CUSTOMER CONSTITUTES AN AGREEMENT
BY CUSTOMER TO BE BOUND BY THESE TERMS AND CONDITIONS.
NO PROVISIONS OF ANY PURCHASE ORDERS SUBMITTED BY THE CUSTOMER AND NO WAIVER, ALTERATION
OR MODIFICATION OF ANY OF THE PROVISIONS BELOW SHALL BE EFFECTIVE OR BINDING UPON
TELOGY, UNLESS IN WRITING AND SIGNED BY AN OFFICER OF TELOGY.
THE DISTINCTIONS BETWEEN A RENTAL, SALE, AND TELOGY TAILORED SALE TRANSACTION RESULT
IN DIFFERENT TERMS AND CONDITIONS.
A. RENTAL TERMS AND CONDITIONS top
1. RENTAL PERIOD. Equipment is rented on a monthly basis with a one month minimum
rental period. The rental period shall commence on the date Telogy ships Equipment
to the Customer and shall in all cases extend until the date equipment is received
at the Telogy Inventory Center.
2. RENTAL. Customer shall pay Telogy monthly during the Rental Period the Monthly
Rental Fee indicated for each item of Equipment together with all sales and use
taxes imposed thereon. All amounts due hereunder shall be due within 30 days after
the date of the Telogy invoice. In the event that any Rental Period terminates as
to an item of Equipment after the one month minimum Rental, the rental fee charged
for any fraction of a month shall be prorated as follows: Equipment on rent 1-15
days shall be charged 50% of the Monthly Rental Fee. Equipment on rent 16-30 days
shall be charged 100% of the Monthly Rental Fee. In the event that the Rental Period
for an item of Equipment is less than the Anticipated Rental Period indicated, Customer
shall forfeit and pay Telogy any discounts granted upon the length of the Anticipated
Rental Period. Unless Customer notifies Telogy to the contrary within 72 hours after
receipt of this document it shall be conclusively presumed that the Equipment was
delivered to Customer and is in good operating condition.
3. SHIPPING AND HANDLING. All Equipment is provided FOB from the Telogy Inventory
Center. Shipment will be made as specified by Customer and at Customer’s expense.
Equipment may not be shipped via mail.
4. TAXES. Customer shall pay all taxes and other governmental charges assessed in
connection with the rental, use or possession of Equipment including, without limitation,
any and all sales and/or use taxes and personal property taxes (other than taxes
on Telogy’s net income).
5A. WARRANTY; TELOGY LIABILITY. Telogy hereby warrants to Customer only that each
item of Equipment, when shipped, will be in good operating condition. Customer’s
damages for any breach by Telogy of such warranty with respect to an item of Equipment
shall be limited to the direct damages caused by a defective operating condition
which could not reasonably have been discovered by Customer after the delivery to
it of such item, but in no event shall exceed the total rental fees paid by Customer
for the item. THE FOREGOING WARRANTY IS THE EXCLUSIVE WARRANTY AND IS IN LIEU OF
ANY ORAL REPRESENTATION AND ALL OTHER WARRANTIES AND DAMAGES. WHETHER EXPRESSED,
IMPLIED OR STATUTORY. CUSTOMER ACKNOWLEDGES THAT TELOGY IS NOT THE MANUFACTURER
OF THE PROPERTY NOR THE AGENT OF THE MANUFACTURER. TELOGY HAS NOT MADE NOR DOES
MAKE ANY WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. Telogy makes
no warranty that the property will not infringe any patent or property right of
any third party.
5B. SALES WARRANTY. Telogy fully warrants (Excluding tubes, monitors, screens, and
Lasers) all parts and labor for the term of the warranty indicated on this document.
This warranty is for equipment failure only and does not include service.
6. OWNERSHIP; USE. The Equipment shall remain the property of Telogy and is provided
to Customer solely on a rental basis without any option to purchase unless such
an option is granted prior to the commencement of the Rental Period and explicitly
set forth in writing on this document or in some other document signed by the parties.
Customer shall use the Equipment only at the ship-to-location, and shall not remove,
sublease, rent, transfer, assign, sell, alter, modify or encumber any item of Equipment
without the prior written consent of Telogy.
7. SERVICE. Telogy shall at its expense provide routine maintenance and recalibration
for all Equipment and shall endeavor to repair or replace any item of Equipment
which becomes defective during the Rental Period through no fault of Customer. In
the event an item of Equipment does not operate properly, Customer shall notify
Telogy and request instructions before taking any action.
8. SAFEKEEPING, DAMAGE AND LOSS. Customer shall bear the entire risk of loss, theft,
damage or destruction from any cause whatsoever of the property, and customer shall
not be relieved of the obligation to pay rent or from any other obligation under
this agreement. Customer shall be responsible for and pay to Telogy on demand the
new replacement cost of any lost or materially damaged Equipment (including accessories),as
well as the cost of restoring any Equipment that is returned with extraordinary
wear and tear or damage within 30 days after invoice. With respect to lost or materially
damaged Equipment, Customer shall be responsible for rentals to the date of receipt
by Telogy of the full new replacement cost. As used herein, the term "materially
damaged" means damage to the Equipment to such an extent that the cost to repair
such Equipment equals or exceeds fifty percent (50%) of the fair market value of
the Equipment at that time. Until a damaged item has been repaired, Customer shall
be responsible for the Monthly Rental Fee. Customer shall not remove or deface ownership
labels, calibrations seals and anti-tamper notices affixed to the property. If any
such label, seal or notice is removed or defaced, Customer shall pay a reasonable
calibration or refurbishing fee. Customer shall insure each item of property against
risk of loss, damage , theft or destruction for not less than the replacement cost
of each item and if requested by Telogy shall provide evidence of such insurance.
9. INDEMNIFICATION OF TELOGY. Customer shall indemnify, hold harmless and defend
Telogy from any and all claims, actions, damages, including attorneys’ fees arising
out of the Equipment and its use, rental, possession, operating condition, purchase
and return, including without limitation any such claims arising out of the theory
of strict liability in tort. Customer obligations hereunder shall survive termination
of this Agreement.
10. DELINQUENT PAYMENTS; DEFAULT. Customer shall pay to Telogy a late charge on
any late payment from the due date thereof until the date paid at the lesser of
1.5% per month (equal to 18% per annum) or the maximum rate permitted by law. Upon
any default or breach by Customer, Telogy shall have the right to terminate this
Agreement, take immediate possession of the Equipment and recover from Customer
in any action to enforce Telogy’s right hereunder, all amounts due hereunder, together
with Telogy’s costs and reasonable attorney’s fees.
11. RETURN. Property shall be returned to Telogy by prepaid insured shipment to
the nearest Telogy Inventory Center. Customer shall return Equipment and Accessories
to Telogy in good operating condition, normal wear and tear excepted. Customer shall
properly pack for shipment all Equipment being returned and shall be responsible
for any damage caused during the return shipment.
12. MISCELLANEOUS. All rates and prices shall be subject to change by Telogy at
any time without notice. The invalidity of any of the within terms and conditions
shall not affect the validity of any other terms and conditions. Customer shall
furnish such financial and business information about Customer and shall execute
such financing statements and other documents as Telogy may from time to time request.
The rights of Telogy and the Customer hereunder shall be governed by the laws of
the State of California. The above terms and conditions are the only terms and conditions
upon which Telogy is willing to rent the Equipment. Any additional or different
terms in any order or other response by Customer shall be deemed objected to by
Telogy without need of further notice of objection, and shall be of no effect or
in any way binding upon Telogy. No waiver of any breach or default by customer shall
waive any other breach or default.
B. SALES TERMS AND CONDITIONS top
If (a) Customer has a purchase option hereunder and is not in default under this
Agreement or (b) Telogy otherwise agrees to sell the Equipment to Customer, Customer
shall be entitled to purchase the Equipment, pursuant to the applicable terms and
conditions listed on the document and the following terms and conditions. Title
to equipment will not transfer unless all past due rental balances are paid in full.
Unless Customer notifies Telogy to the contrary within 5 days after receipt of this
document it shall be conclusively presumed that the Equipment was delivered to Customer
and is in good operating condition.
1. PURCHASE PRICE. Customer shall pay to Telogy the purchase price for each item
of Equipment (plus any taxes imposed thereon). Customer authorizes Telogy to insert
the applicable information pertaining to this transaction. Customer hereby grants
Telogy a security interest in the Equipment as a security for its obligations hereunder.
2. PARAGRAPHS: A3, A4, A5, A9, A10, A12, on this page shall apply to sales transactions.
C. TELOGY TAILORED SALE (TTS) TERMS AND CONDITIONS top
1. CUSTOMER OPTIONS. Customer is renting equipment with an option to (a) purchase
the equipment at end of term under the terms of applicable TTS quote letter, (b)
return the equipment at any time and pay for the months used, or (c) exchange the
equipment for a unit of equal or lesser value.
2. RENTAL PERIOD: The rental period shall commence on the date Telogy ships Equipment
to the Customer and shall extend until the date equipment is received at the Telogy
Inventory Center. Unless Customer notifies Telogy to the contrary within 72 hours
after receipt of this document, it shall be conclusively presumed that the equipment
was delivered to Customer and is in good operating condition. All amounts due hereunder
shall be due and payable within 30 days after the date of the Telogy invoice.
3. PURCHASE: To purchase the equipment at end of term for $1.00, customer must make
all required payments when due as specified in the TTS quote letter. Equity applies
only to the buyout of the original or exchange unit after completing the required
number of payments. In the event Customer does not follow the terms and conditions
as specified in the TTS quote letter, Customer shall forfeit and pay Telogy any
discounts granted based on such terms. Title to equipment will not transfer until
all past due balances are paid in full.
4. EXCHANGE: Customer may exchange original unit one time for another unit of equal
or lesser value and retain purchase option by continuing to make required payments
when due as specified in the TTS quote letter,
5. RETURN: If customer elects to return the unit before making all required payments
as specified in the TTS quote letter, Customer will pay in full one month increments
for any partial months use of the equipment.
6. PARAGRAPHS. A3, A4, A5, A6, A7, A8, A9, A10, A11, A12 in this document shall
apply to all TTS transactions.