CAPEXmedical Terms and Conditions of Sale

1.  Applicability & Agreement

    o  These terms and conditions of sale (these “Terms”) govern the sale of goods (“Equipment”) by CAPEXmedical, LLC, a limited liability company organized under the laws of North Carolina (“CAPEXmedical”) to the party identified as the customer on the applicable Quote (“Buyer”). Together, CAPEXmedical and Buyer are referred to as the “Parties.”

    o  The Quote and these Terms (collectively, this “Agreement”) constitute the entire agreement between the Parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral.

    o  These Terms prevail over any of Buyer’s general terms and conditions of purchase, regardless of whether Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. Any additional, contrary, or different terms proposed by Buyer in any communication are void unless explicitly agreed upon in writing by authorized representatives of both Parties.

2.  Consignment Purchases

    o  Equipment sold by CAPEXmedical may be sold on behalf of a third party (the “Consignee”), who owns the Equipment. Any such sale is a “Consignment Sale” and will be noted on the Quote.

    o  The Consignee retains the right to deny any order up to the point of shipment or, for Equipment requiring de-installation, prior to the de-installation date. If payment has been made before the Consignee denies the order, CAPEXmedical will refund the payment to Buyer.

    o  The Consignee may experience uncontrollable events that affect timelines. CAPEXmedical is not liable to Buyer or any third party for any incidental or consequential damages, including but not limited to, loss of profits, loss of capital, cost of substitution, cost of downtime, cost of delays, travel costs, or labor costs resulting from delays in delivery or de-installation.

    o  Any warranty or similar arrangement held by the Consignee is non-transferable to the Buyer. Neither CAPEXmedical nor the Consignee is responsible for prior warranties on the Equipment once ownership is transferred to the Buyer.

    o  The terms set forth in this Agreement prevail over any agreements, negotiations, representations, or communications between the Consignee and Buyer related to the Equipment.

3.  Inspection of Equipment and Return

    o  Condition of Equipment: Most Equipment offered for sale is used and may contain defects not immediately detectable. Buyer may request photographs prior to purchase and is responsible for requesting additional or higher-quality images if needed. Buyer accepts any cosmetic defects due to the Equipment’s used condition at the point of purchase.

    o  Shipped Equipment:

         Buyer has five (5) business days from the delivery date to inspect the Equipment and notify CAPEXmedical in writing of any issues.

         Equipment may only be returned if it materially differs from what was quoted. Cosmetic or functionality issues related to the Equipment’s used condition are not grounds for return.

         For freight shipments: Buyer must inspect the Equipment upon delivery, before accepting it from the carrier. CAPEXmedical will not be responsible for any claims related to freight damage or loss after acceptance.

    o  Fixed Equipment:

         Buyer or Buyer’s designated agents may inspect Equipment on-site at the Consignee’s location before de-installation.

         It is the Buyer’s responsibility to fully inspect the Equipment before approving the Consignee or its agents to cut power or begin de-installation. Once de-installation begins, ownership transfers to Buyer.

         CAPEXmedical and the Consignee are not liable for any damage to the Equipment resulting from the cutting of power or de-installation once Buyer or its agent has approved these actions.

4.  No Express or Implied Warranty

    o  Disclaimer: CAPEXmedical makes no warranties, express or implied, regarding the mechanical condition or functionality of the Equipment. All warranties are expressly disclaimed.

    o  Release of Liability: To the fullest extent permitted by law, Buyer, on behalf of itself and its affiliates, releases and discharges CAPEXmedical, its members, managers, officers, employees, agents, affiliates, and the Consignee from any and all liabilities, losses, expenses, claims, debts, demands, obligations, and damages arising from or relating to the Equipment sold.

    o  Title Warranty: CAPEXmedical warrants that it will work with the Consignee to convey good and valid title to the Equipment, free of any liens or encumbrances.

5.  Limitation of Liability

    o  Exclusion of Damages: In no event shall CAPEXmedical be liable to Buyer or any third party for any loss of use, revenue, or profit, or for any consequential, indirect, incidental, special, exemplary, or punitive damages arising out of or relating to the sale of Equipment, regardless of whether such damages were foreseeable or whether CAPEXmedical had been advised of the possibility of such damages.

    o  Limitation of Liability: To the fullest extent permitted by law, CAPEXmedical’s aggregate liability arising out of or related to this Agreement, whether for breach of contract, tort (including negligence), or otherwise, shall not exceed the total amount paid by Buyer for the Equipment.

6.  Delivery of Equipment

    o  FOB Terms: Delivery of the Equipment shall be FOB Origin, Freight Prepaid and Charged Back (i.e., CAPEXmedical pays freight and adds it to the invoice; Buyer bears freight, handling, and processing costs; Buyer owns Equipment in transit).

    o  Delivery Dates: CAPEXmedical will use commercially reasonable efforts to meet scheduled shipment and delivery dates but does not guarantee any specific date.

    o  Delay in Delivery: CAPEXmedical shall not be liable for any loss, damage, expense, or charge of any kind resulting from delays in shipment or delivery.

7.  Severability

    o  If any provision of this Agreement is deemed unenforceable, the remaining provisions shall remain in full force and effect. Section headings are for reference only and have no substantive effect.

8.  Waiver

    o  No waiver of any provision of this Agreement by CAPEXmedical is effective unless explicitly stated in writing and signed by CAPEXmedical. Failure to enforce any right or provision shall not constitute a waiver of future enforcement of that right or provision.

9.  Governing Law

    o  This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles. Any legal action arising out of or related to this Agreement shall be brought exclusively in the courts of Gaston County, North Carolina.

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