The Configuration Summary describes the product(s) that you have configured and ordered, including options, pricing and business information (may exclude state taxes and shipping/delivery fees). PLEASE CAREFULLY CHECK YOUR CONFIGURATION SUMMARY AT TIME OF ORDERING FOR 100% ACCURACY.
These Terms & Conditions below are effective as of the date you place your order (Order Date).
I. Agreement to Purchase. You agree to purchase the Product(s) (the “Product”) from Hill Laboratories Company, or its affiliate (“we,” “us” or “our”), pursuant to the terms and conditions of this Agreement. Your Product is priced and configured based on features and options available at the time of order. Options, features or hardware released or changed after you place your order may not be included in or available for your Product. If you are purchasing a used/refurbished Product, it may exhibit signs of normal wear and tear in line with its respective age.
II. Payment Terms. Purchases can be made in full, 20% down payment (the balance due upon delivery) or financing through our affiliate MPLC. Payments can be made by cash/check, credit card or wire transfer. Finance purchases are provided through MPLC and down payments are the first payment (one-year finance term), payable at the time of ordering; two payments (two or three-year finance) are payable at the ordering upon approval.
III. Purchase Price, Taxes and Shipping Fees. The purchase price of the Product is indicated in your Configuration Summary. This purchase price may not include state taxes and shipping/delivery fees, which are dependent on the current freight and dealer delivery fees (if applicable). The items we ship are designated as “Freight On Board” and you are responsible for paying any additional taxes and fees. If you present a check for any payment, we may process the payment as a normal check transaction, or we may use information from your check to make a one-time electronic fund transfer from your account, in which case your bank account will reflect this transaction as an Electronic Fund Transfer.
IV. Order Process; Cancellation; Changes. After you submit your completed order, we will begin the process of preparing and coordinating your order on our production schedule. At this point, you agree that the Order Fee has been earned. If you cancel your order or breach this Agreement and we cancel your order, you agree that we may retain as liquidated damages at least 25% of the total Order Fee, to the extent not otherwise prohibited by law. You acknowledge that the cancellation fee is a fair and reasonable estimate of the actual damages we have incurred or may incur in processing and producing your custom order. If you make changes to your order, you may be subject to potential price increases for any pricing adjustments made since your original Order Date. Any cancellations after the delivery of the Product will not be accepted unless the Product was not made according to the specifications in the Configuration Summary and is the fault of us or our affiliates. Any changes made by you to your Product Configuration, including changes to the delivery location or estimated delivery date, will be reflected in a revised Configuration Summary that will form part of this Agreement. The Order Fee and this Agreement are not made or entered into in anticipation of or pending any conditional sale contract.
V. Shipping and Delivery. Typical lead times may vary from 60-120 days from Order Date to Shipping and Delivery. Any agreements to shorten or lengthen current build times must be made with a member of our Senior Management. Your order is shipped Freight-On-Board. Your product will be securely shipped and delivered according to your freight service selection. Deliveries, installation and demonstration may be made by an Independent Representative who sells and services the Products. Additional fees may apply. Any instances of freight damage must be reported to us at the time you receive the product. You agree to record on the bill of lading with the freight carrier that the freight was delivered damaged. You have the option to reject or accept the freight as is. If damage is reported, we will file a claim and correct the issue in a timely manner to the best of our ability. If a report is not made upon receipt, it shall be conclusively presumed and be valid evidence as between that said product was in good condition when received, and that you have accepted and approved said product, and is satisfied that the product constitutes the product specified in the contract.
VI. Product Warranty. All Products are warrantied for one (1) calendar year from the Ship Date of the Product for all parts and any shipping fees. Cushion, vinyl, paint and plastic wear and tear is not considered under warranty unless the fault is with us based on workmanship.
VII. Limitation of Liability. We are not liable for any incidental, special or consequential damages arising out of this Agreement. Your sole and exclusive remedy under this Agreement will be limited to reimbursement of your Order Fee.
VIII. Governing Law; Integration; Assignment. This Agreement is entered into and effective as of the date you accept this Agreement, by electronic means or otherwise. By confirming and accepting this Agreement, you agree to the terms and conditions of this Agreement. Prior agreements, oral statements, negotiations, communications or representations about the Product sold under this Agreement are superseded by this Agreement. Terms relating to the purchase not expressly contained herein are not binding. We may assign this Agreement at our discretion to one of our affiliated entities.
I. PRODUCT. The undersigned borrower hereby finances the personal property above described (hereinafter called “Product”) on the terms and conditions set forth herein.
II. WARRANTIES. Borrower agrees that the lender has made no representations or warranties of any kind, nature or description, express or implied as with respect to any other matter whatsoever, including without limitation, the condition or use of the product, its merchantability, or its fitness for any particular purpose. Any warranties shall only be honored directly with Hill Laboratories Company at their discretion.
III. DEFAULT. Borrower agrees that should Borrower fail to pay the Lender any sum required hereunder within ten (10) days after the due date thereof, or if default should occur in any of the other conditions on Borrower’s part herein contained, Lender shall have the right to take possession of the product, without demand or notice, and thereupon Borrower’s right to possession shall terminate, and notwithstanding such, Borrower shall remain and be liable for the total balance of the unpaid rent therefor and all such rent shall become due and payable forthwith and, Borrower authorizes the Prothonotary or any attorney of any Court of record, whenever Borrower is in default hereunder, to appear for and confess judgment as often as necessary against Borrower (1) in any action to recover possession of said property, and (2) for all sums payable by Borrower hereunder, with 25% thereof added, as a collection fee. If a copy of this Equipment Agreement, verified by affidavit, shall have been filed in any such action, it shall not be necessary to file the original as a warrant of attorney, Borrower waives the right of inquisition on any real estate, voluntarily condemns the same and agrees that any real estate may be sold on a writ of fieri facias. Should upon taking possession of product by Lender such product be found not in the same good condition, repair and working order as at its delivery to Borrower, fair wear and tear excepted, Borrower agrees to pay for all the costs in connection with and for the purpose of reconditioning and reinstating said product to its original state and function and Borrower hereby authorizes Lender to have the reconditioning undertaken on Borrower’s behalf and expense. Borrower agrees to forthwith pay unto Lender upon written demand any and all expenses, including attorneys’ fees on the aforesaid total amount due and owing, incurred by the Lender in exercising any of its rights hereunder. Should Borrower fail to pay any part of the contract herein reserved or any other sum required to be paid to Lender within ten (10) days after the due date thereof, Borrower shall pay unto the Lender a late charge of 1.5% per month on the amount so due and payable. Such monthly charge shall be cumulative and while any delinquency exists all payments made by Borrower shall first be applied to cure the delinquency before any sums will be applied toward the rental payments even though the same may be past due.
IV. WAIVER OF EXEMPTIONS. Borrower waives the benefit of all exemption and homestead laws of any state now or hereafter in effect, and Borrower also waives the right to stay of execution, and all errors and appeals.
V. SCHEDULE. The word “Schedule” shall mean the above mentioned Equipment Finance.
VI. TERMS AND RENT PAYMENTS. The term of this contract shall be for the period stated in Section 1 of the Schedule. The Borrower agrees to pay during the term of this contract total rent equal to the number of rent payments multiplied by the amount of each payment. With a one-year finance, the first rent payment is payable at the time of signing finance; with a two or three-year finance, two rental payments are payable at the signing. The second rent payment shall become due thirty (30) days from the date of delivery of product. Subsequent rent payments shall be due on the same day of the subsequent months. All rent shall be payable to the office of the Lender in Frazer, PA or as otherwise directed by the Lender in writing.
VII. ASSIGNMENT OF CONTRACT. Borrower agrees that Borrower will not assign this contract or any interest herein, or mortgage or hypothecate this contract or any interest herein or sublet said product, or make any alterations of or additions or improvements to said product, or permit the use thereof by any person other than the Borrower or Borrower’s employees, without the written prior consent of the Lender having been first had and obtained.
VIII. TRANSFER OF CONTRACT. Borrower agrees that neither this contract nor any interest of the Borrower herein shall be assignable or transferable by operation of law and it is hereby mutually agreed that in the event any proceeding under the Bankruptcy Act or any amendment thereto be commenced by or against the Borrower or in the event the Borrower be adjudged insolvent or make any assignment for the benefit of Borrower’s creditors, or if a writ of attachment or execution be levied on said product and be not released or satisfied within ten (10) days thereafter or if a receiver be appointed in any proceeding or action to which the Borrower is a party, with authority to take possession or control of said product, this contract, at the option of the Lender shall immediately end. The termination of this contract shall not preclude Lender from asserting any rights to recover for loss of profits and/or other damages resulting from such termination.
IX. USE OF EQUIPMENT. Borrower shall cause said product to be operated by competent employees only and shall pay all expenses of operating said product. All repair, maintenance, and replacement costs shall be at the Borrower’s own expense, and sole responsibility. Borrower acknowledges that this contract is a commercial contract for the purposes of the Uniform Commercial Code and any injuries or property damage or any other consequential damages or losses suffered in connection with the product or the use thereof shall be the sole responsibility of the Borrower, and the Lender is hereby relieved of any such liability or obligations, and further, Borrower will save Lender and its assignee harmless against any claim or liability (including attorneys’ fees, costs and expenses for the defense of any such claim or liability) arising out of the use or operation of the financed property.
X. OPERATION REGULATIONS. Borrower shall comply with all laws, ordinances and regulations, present or future, in any way relating to the ownership, possession, use or maintenance of said product throughout the terms of this contract and shall save Lender harmless from liability arising from any failure thereof.
XI. TAXES. Borrower shall keep said product free of encumbrances and shall pay all license fees, registration fees, assessments, charges and taxes (Municipal, State and Federal) which may now or hereafter be imposed upon the ownership, leasing, renting, possession or use of said product.
XII. CLAIMS AND EXPENSES. Borrower agrees to hold and save the Lender harmless from any and all claim(s), cost(s), expense(s), damages and liabilities, including reasonable attomey’s fees, resulting from the use or operation of said product during the term of this contract.
XII. ACCEPTANCE OF EQUIPMENT. Borrower agrees that Lender shall in no event be liable for damages, delays, loss of production or any direct or contingent claim arising, directly or indirectly, from the operation, failure, or defective condition of said product for any reason whatsoever.
XIV. EQUIPMENT LOCATION. Borrower shall advise the Lender of the exact location of said product and shall give Lender immediate notice of any attachment or other judicial process affecting said product. Lender reserves and shall at any and all times during business hours have the right to enter in and upon the premises where such product may be located for the purpose of inspecting the same. Said product shall not be moved from the location to which it has been shipped without prior written approval of Lender.
XV. ALTERATIONS. Without the prior written consent of Lender, Borrower shall not make any alterations, additions or improvements to the Equipment. All additions and improvements of whatsoever kind or nature made to the Equipment shall belong to and become the property of Lender upon the expiration, or earlier termination, of this contract.
XVI. INSURANCE. Borrower agrees during the full term of this contract to keep the product fully insured for not less than the replacement value of the product as of the inception of the contract in the joint names of Borrower and Lender against all risks including adequate Public Liability (Bodily Injury and Property Damage Liability Insurance) The onus of establishing the requisite safeguards for the full protection of the Lender against all risks shall be solely the Borrower’s. In the event of loss, whether total or partial, Lender shall not be obligated to replace or to repair the product and Lender shall have the right to terminate this contract without relieving Borrow of his obligations. The proceeds of any insurance shall, at Lender’s option, be applied toward anyone or more of the following: the replacement or the repair of the product or in reduction of Borrower’s obligations due or to become due hereunder. Borrower hereby appoints Lender as Borrower’s attorney-in-fact to make a claim for and receive payment for loss or damage under any insurance policy issued on said product.
XVII. EQUIPMENT IDENTIFICATION. If at any time during the term hereof Lender supplies Borrower with tags, plates or other markings, stating that the product is owned by Lender, Borrower shall affix and keep the same upon a prominent place on the product.
XVIII. PREPAID RENTALS. As security for the faithful performance by Borrower of the terms and conditions of this contract, Lender shall retain the down payment amount specified in the contract. Said Prepaid rentals shall be applied to any unpaid monies owing at the expiration of the contract, as stated herein.
XIX. ASSIGNMENT. Should Lender assign the sums due or to become due hereunder to any bank, or other lending agency (of which assignment Borrower hereby waives notice), Borrower agrees to recognize such assignment and, should Lender default in the performance of any of the terms and conditions of this contract, or should the contract be terminated by operation of law, any act of the parties or otherwise, Borrower may not, as to such assignee, terminate this contract or subject the Borrower’s obligation to pay money under this contract to any diminution or right of set-off. Nothing herein contained shall release Lender from its obligations to Borrower hereunder. No such assignee shall be obligated to perform any duty, covenant or condition required to be performed by Lender under the terms of this contract should same be assigned.
XX. OWNERSHIP AND RENTAL PAYMENTS. The product is, and shall at all times be and remain, the sole and exclusive personal property of Lender; and the Borrower shall have no right, title or interest therein or thereto except as expressly set forth in this contract. However, all rights to claiming any or all tax attributes associated with the ownership of this product (e.g., investment tax credits, depreciation or deductions under the Accelerated Cost Recovery System as permitted under Section 168 of the Internal Revenue Code of 1954, as amended) remain exclusively with the Borrower.
XXI. TIME. Time is of the essence of this contract and each and all of its provisions.
XXII. SUCCESSORS AND ASSIGNS. This contract shall inure to the benefit of and be binding upon the successors and assigns of the respective parties hereto and the heirs, executors and administrators of the Borrower, if an individual, always providing that nothing in this paragraph contained shall impair any of the provisions hereinbefore set forth inhibiting assignment without the written consent of the Lender.
XXIII. NOTICES. Service of all notices under this agreement shall be sufficient if given personally or mailed through United States mail to the most recent address provided by Borrower.
XXIV. GENDER. Whenever the context of this contract requires, the masculine gender includes the feminine or neuter, and the singular numbers include the plural, or vice versa; and wherever the word “Borrower” is used herein it shall include all assignees of Lender. If there is more than one Borrower named in this contract, the Liability of each shall be joint and several. Each and every person or corporation executing this contract shall be construed as Borrower whether or not named in the body of this contract.
XXV. INTERPRETATION/JURISDICTION. This agreement shall be deemed to have been entered into in the state of Pennsylvania and shall be interpreted in accordance with the laws of that state. Borrower hereby consents to the exercise of personal jurisdiction over Borrower by any court in the state of Pennsylvania in any action based on breach of this contract. Lender’s failure to insist in any instance upon strict performance by Borrower of any covenant herein shall not be construed as a permanent waiver of such covenant, or as a waiver of any other of the terms or covenants contained herein
XXVI. SEVERABILITY. If any provision of this contract is held invalid or unenforceable, the remainder of this contract will not be affected thereby, and to this end the provisions of this contract are declared severable.
XXVII. ENTIRE AGREEMENT. This contract contains the full, final and exclusive statement of the agreement between Lender and Borrower relating to the finance of product and cannot be amended, altered or changed except by a written instrument signed by the parties hereto.