Agreement: All orders accepted by Imagine are governed by these Terms. They are incorporated into, and are a part of, each quotation, invoice, requisition, purchase order (except as to any terms and conditions included in a purchase order issued by Buyer), work order, shipping instruction, specification or any other document relating to the sale of the Products, all of which collectively constitute the entire agreement (the “Agreement”) between the parties with respect to the Products. Any representation or submission, in any form, that conflicts with or modifies any terms of this Agreement is expressly rejected unless agreed to in writing by Imagine.
Confidentiality: The Parties agree to hold in strict confidence the terms of this Agreement and all information provided in connection with the performance of their respective obligations under it, including without limitation, financial information and pricing, except to the extent that disclosure is required by applicable law.
Payment Terms: Unless otherwise approved by Imagine in writing, payment terms are (i) 50% initial down payment upon issuance of the purchase order and (ii) remaining 50% balance payment prior to equipment delivery. Financing options available to qualified applicants. Once order had been accepted by Imagine, all sales are final for imes-icore milling machines. Customer will be solely responsible for the remaining balance. Cancellations for DOF products are subject to forfeit 50% of the initial down payment, regardless of whether the Equipment had not yet been shipped, was in transit or was at Customer’s facility but not yet installed.
Warranty Terms: A one (1) year warranty for all imes-icore milling machines from the installation date. New machine spindles are guaranteed failure free for (6) months. A two (2) year warranty for DOF scanners. The Warranty Period, and all Software (other than any Third-Party Software) is warranted to perform in accordance with Imagine specifications as of the Installation Date. As used in this Agreement, the “Installation Date” is defined as the earlier of: (1) 30 days from the date of shipment, or (2) the date the CAPA is executed. During the Warranty Period, Imagine, in its sole discretion, will promptly: (i) repair or replace the parts to make it free from any defects in materials or workmanship that prevent it from operating in conformity with its functional specifications as of the installation date, and/or (ii) correct any material faults, inaccuracies or omissions in the Software that were present as of the Installation Date. Components/parts used in performing warranty service may be remanufactured, rebuilt or refurbished, provided they are substantially equivalent in function, quality and durability to a new component. All shipping expenses and/or travel and accommodation charges related to any services provided under this warranty are the sole responsibility of Customer. This warranty does not cover: a. malfunction caused by normal wear and tear, neglect, misuse or abuse; c. malfunction caused by improper maintenance, modification or service (including all maintenance, service or modification not authorized or performed by Imagine) and d. fire, flood, accident or other acts of nature. After warranty period, onsite machine maintenance support will be charged at an hourly rate of $175 in addition to travel and lodging expenses, as well as any replacement part costs and associated shipping costs. Remote support is provided for the lifetime of the equipment by Imagine. THIS WARRANTY IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AGAINST IMAGINE WITH REGARDS TO THE PRODUCTS WHERE PERMITTED BY LAW. ALL OTHER WARRANTIES, WHETHER LEGAL, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR THE INTENDED USE THEREOF EXPRESSIVLY EXCLUDED.
Training: Imagine provides training for all equipment and software Customer purchased. Remote support will be provided by phone, email or team viewer for the life the equipment and software purchased through Imagine. Onsite training is provided for iMESiCORE 350i/350iLoader, iMESiCORE 650i/650i Loader and other equipment requested by the Customer at an agreeable amount that must be paid prior to scheduling.
Installation: Imagine will install the Equipment (and all Software) during normal business hours in accordance with Imagine’s specifications at the site designated by Customer (“Installation Site”). Customer is responsible for: a. providing Imagine with unencumbered access to the Equipment and all associated computer systems as needed for installation or service; b. equipment in final location; c. preparation of the Installation Site; d. any special requirements such as storage, drayage, craning or building modification (Please note: All power and air requirements must be in place prior to technician arrival for milling machine installation. For iMES-iCORE 650i/650i Loader units: Rigging and final placement of unit is the sole responsibility of the customer. Imagine will perform all assurance testing on the Equipment and Software at the Installation Site. Unless otherwise specifically agreed, installation is deemed complete upon execution of a Customer Acceptance Protocol Agreement (“CAPA”). By executing the CAPA, Customer further acknowledges that: a. All equipment was properly installed; and b. All equipment is functioning properly; and c. All training has been satisfactorily completed.
Limitation of Liability: Customer's use of the Equipment and Software is at Customer's own risk. Products are only intended for the uses listed in the published functional specifications. Customer assumes all risks associated with non-listed use of the Products and agrees to indemnify and hold IMAGINE harmless from any Claims arising from any non-listed uses. UNDER NO CIRCUMSTANCES WILL IMAGINE BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS OR CONTRACTS, EVEN IF IMAGINE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL IMAGINE’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL PRICE PAID BY CUSTOMER FOR THE PRODUCTS MINUS ANY APPLICABLE RE-STOCKING OR CANCELLATION FEE. NO IMAGINE DISTRIBUTOR, AGENT, EMPLOYEE IS AUTHORIZED TO EXTEND OR MODIFY THIS LIMITATION.