CAPEXmedical Terms and Conditions of Purchase

1.  Scope and Parties

    o  These Terms and Conditions ("Terms") govern all purchase agreements between CAPEXmedical ("Buyer") and the Seller and shall be deemed accepted by both parties upon the execution of the Purchase Order.

    o  The Buyer and Seller are independent, and nothing in these Terms shall be construed to create a partnership, joint venture, or agency relationship. Buyer engages in transactions primarily as a reseller, and Seller acknowledges that Buyer may resell to third parties, including hospitals, clinics, or other facilities, and that such transactions may involve additional regulations and compliance obligations.

2.  Acceptance of Terms

    o  These Terms shall become binding upon the Seller's acceptance of the purchase order issued by Buyer. Any additional or conflicting terms proposed by the Seller, whether in their acceptance or in any other communication, shall be considered void and shall not alter or invalidate the original terms set forth by Buyer, unless explicitly agreed upon in writing by Buyer.

    o  All prior discussions, understandings, and agreements are merged into these Terms, and no other agreements or representations, verbal or written, shall be valid unless expressly incorporated herein.

3.  Price, Payment, and Taxes

    o  The price of the goods or services must not exceed the quoted amount unless otherwise agreed in writing. All pricing is final, with no additional fees or charges unless pre-approved by Buyer.

    o  Payment terms shall be NET 45 days unless a different term is specifically negotiated and documented in writing for the particular transaction.

    o  Buyer is a reseller and shall not be liable for sales tax. Seller is responsible for ensuring that no sales tax is charged to Buyer unless explicitly required by law and agreed upon by Buyer.

4.  Inspection and Acceptance

    o  Buyer shall have a period of three (3) business days from the receipt of the equipment to inspect and either accept or reject the goods. If the equipment does not conform to the quality, fit, form, or function that was agreed upon in the formal quote, Buyer reserves the right to return the equipment at Buyer's own expense without penalty. Acceptance by Buyer does not waive any rights or remedies available under these Terms or applicable law.

5.  Shipment of Products

    o  Unless otherwise agreed in writing, all shipments of products shall be made FOB Destination, placing the risk of loss during transit on the Seller.

    o  Seller is responsible for ensuring that all products are properly packaged and shipped in accordance with Buyer's instructions, including the mandatory removal of any patient information from the equipment prior to shipment.

    o  If items are being shipped via freight, all accessories and smaller peripheral equipment must be shipped separately using small package services unless approved by Buyer in writing. This ensures the safe handling of these items and avoids the risk of loss or damage that could occur if packed with larger freight items. Seller shall be liable for any damages, losses, or additional costs incurred due to improper packaging or failure to comply with these shipping instructions.

6.  Warranties and Compliance

    o  Seller warrants that all products and services provided shall conform to the specifications agreed upon and be free from defects, unless explicitly stated otherwise prior to purchase. Seller shall ensure that all products are fully operational and suitable for their intended medical use.

    o  Seller guarantees compliance with all applicable federal, state, and local laws and regulations. Warranties shall extend to Buyer, its customers, and end-users. In the event of any breach of warranty, Seller agrees to promptly repair or replace the defective product at no additional cost to Buyer.

7.  Returns and Restocking

    o  Buyer may return products without cause within five (5) business days of delivery. Specific return procedures shall be provided by Buyer upon request.

8.  Indemnification

    o  Seller agrees to indemnify, defend, and hold harmless Buyer and its officers, directors, employees, and agents from any and all claims, losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to defective products, breaches of these Terms, any negligence, misconduct, or violation of law by Seller, or any injury, illness, or death caused by the products. This indemnity obligation shall survive the termination or completion of this agreement.

9.  Confidentiality and Publicity

    o  Seller agrees to keep all information related to the Buyer and the transaction strictly confidential. This includes, but is not limited to, the Buyer’s name, trademarks, transaction details, and any proprietary information.

    o  Seller shall not disclose any such information or use Buyer’s name or any details of the transaction in any public communication, marketing materials, or discussions with third parties without the prior written consent of the Buyer.

    o  This obligation of confidentiality extends indefinitely, even after the completion of the transaction, unless otherwise agreed upon in writing by Buyer.

10.  Proof of Insurance

    o  Seller is required to provide proof of liability insurance upon request. Seller warrants that it has adequate insurance coverage to meet its obligations under these Terms and to protect against any potential claims arising from the sale and use of the products.

11.  Cancellation of Orders

    o  Buyer reserves the right to cancel or modify any purchase order if the Seller fails to comply with these Terms or if other specified conditions are not met. Any such cancellation shall be communicated in writing. In the event of cancellation, Seller shall immediately cease all work related to the order and mitigate any costs incurred.

12.  General Provisions

    o  These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles. The venue for any disputes arising under these Terms shall be Gaston County, NC.

    o  The provisions of these Terms are severable, and if any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this agreement without the prior written consent of the other party.

    o  Seller acknowledges that any breach of these Terms may cause irreparable harm to Buyer for which monetary damages may be insufficient, and Buyer may seek injunctive relief to enforce these Terms.

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