Terms & Conditions

1. Changes

No additions, changes or modifications (“Changes”) will be considered by the other party unless such proposed Changes are first submitted in writing to the other party and shall not have an effect until a Change Order (as defined below) is executed by both parties. The parties acknowledge and agree that any Changes may affect or delay the delivery and/or the Purchase Price for the products or services set forth therein. Promptly after a requested Change has been submitted for approval to Auxo Medical, or to Customer (if Auxo Medical requests a Change), Auxo Medical shall prepare and deliver to Customer an estimate of the anticipated impact, if any, on the delivery schedule and/or the Purchase Price. After Customer has received such information, Customer shall indicate in writing whether it approves such Changes. Auxo Medical shall not be obligated to implement any Changes specified in a Change Order until Customer has executed and returned such Change Order to Auxo Medical.

2. Payment and Terms

1. Fees to Auxo Medical are payable as noted in the attached quotation. If Customer does not pay an invoice when due, interest fees will be applied at a rate of two percent (2%) per month. Customer will be responsible for all reasonable collection and attorney fees if necessary.

2. Taxes. Customer will pay all Non-US sales taxes, export charges, import duties, and any sales, use, excise, value added or other taxes or assessments imposed by any governmental authority upon or applicable to any sale the Customer or it affiliates under this agreement (Unless the Customer provides Auxo Medical with an applicable resale certificate or other authorization that exempts a sale from such taxes), and all costs and charges for transportation, brokerage, handling, and insurance of the equipment from point of shipment.

3. Warranties

1. Limited Warranty: Auxo Medical warrants that the equipment sold will be free from any material defects in design, materials and workmanship. Warranties vary by type of equipment, see documentation for equipment specific warranties.

2. Warranty Start Date: T he warranty start date will be 5 days from shipment or at installation, which ever is earlier.

3. Exclusions. The limited warranty does not cover the following:

• Damage to equipment that is the result of, abuse, or use of inappropriate parts, chemicals and lubricants are not covered under this warranty;

• It is the customer’s and the end users responsibility to be familiar with the OEM recommended preventive maintenance procedures. Failure of components due to lack of proper preventive maintenance is not covered under this warranty;

• Parts worn (expendables) and items consumed during normal operation of the equipment are not covered;

• Cosmetic damage;

• Economic loss, consequential loss, or extra expenses. Examples include: loss of equipment use, inconvenience, storage,payment for loss of time or pay, equipment rental, loss in production or delays, loss of profit or revenue;

• Damage or less-than-specification performance caused by improper storage, installation or utility hookup by parties other than Auxo Medical or parties not pre-authorized in writing by Auxo Medical to perform installation, repairs or maintenance;

• See equipment specific warranty documentation for additional exclusion;

• Damage incurred during shipping if not noted at time of delivery with both the shipper and Auxo Medical is not covered and may invalidate the manufacturers warranty.

Any limited warranty repairs will be conducted during normal working hours (Typically 8:00 a.m. – 4:30 p.m.). All warranty repairs during the warranty period must be completed by an Auxo Medical or a prior authorized agent. Modifications or repairs made to the equipment by anyone other than an Auxo Medical authorized representative will void the warranty. Warranty parts will be supplied under Auxo Medical Warranty exchange program. Original defective parts must be returned within thirty (30) of receiving replacement parts at the Customers expense, or the Customer will be liable for the full cost of any replacement parts supplied by Auxo Medical or it representatives.

Any variation(s) to the warranty must be in writing and must be mutually accepted by Auxo Medical and the customer.

THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION NOTED ABOVE, AND EXPRESSLY NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.

4. Proper Handling and Receiving

Auxo Medical requires a minimum of two persons to be present during all equipment deliveries exceeding the weight of one-hundred and fifty pounds. All equipment will require proper transporting tools such as pallet jacks, moving bars, security straps and other transportation assisting tools required to safely unload and maneuver equipment throughout the receiving facility. All equipment is shipped complete and in proper working condition. Disassembly of warranted equipment during transport will void all associated warranties unless the changes have been properly documented and approved in writing by Auxo Medical prior to the actions being taken.

5. Limitations of Liability

In no case, wether as a result of a breach of warranty or tort (including Auxo Medical’s or customer’s willful acts of negligence or strict liability) shall Auxo Medical or customer be liable to the other for any consequential or incidental damages incurred by the other, including but not limited to, loss of revenue, profits or goodwill. However, nothing contained in this agreement is intended to relieve either Auxo Medical or customer from claims, liability, damages or expenses resulting from bodily injury, including death, or from property damage incurred due to the willful acts, the negligence of or the strict liability of the party.

Auxo Medical agrees to defend, indemnify and hold customer harmless from any and all claims, liability, damages or expenses due to personal injuries, including death to employees of Auxo Medical and Customer and for property damage to the extent of the willful acts or negligence of Auxo medical or strict liability of Auxo Medical. Customer agrees to defend, indemnify and hold Auxo Medical harmless from any and all claims, liability, damages or expenses due to personal injuries, including death, to employees of customer and Auxo Medical, and to third parties and from property damage to the extent of willful acts or the negligence of customer or strict liability of customer caused by acts or omissions of customer.

6. Termination

1. Insolvency. Either party shall be entitled to terminate this agreement, and the parties’ duties and obligations hereunder and thereunder, on thirty (30) days prior written notice to the other party in the event the other party becomes insolvent or seeks protection, voluntarily or involuntarily, under applicable bankruptcy laws.

2. Payment Default. This agreement, and the parties’ duties and obligations hereunder, may be terminated by Auxo Medical upon the Customer’s failure to make payment under any undisputed portion of any invoice on the due date, as noted in section 2.1, for such invoice and the Customer’s failure to cure such delinquency within ten (10) days following receipt of written notice thereof from Auxo Medical to Customer. Auxo Medical may not withhold performance or term this agreement if the Customer disputes any invoice or portion of any invoice in good faith and fails to pay such invoice while the dispute is pending.

3. Termination for Cause. Either party may terminate this agreement at any time , upon thirty (30) days prior written notice to the other party, if the other party materially breaches any term or condition of this agreement (other than a payment default under Section 5.2) and fails to cure such breach within the thirty (30) day cure period. As used in this agreement, a “material breach” shall mean a material misstatement or omission in any representation or warranty of a party, or a breach or default in the performance of any agreement, covenant or obligations of a party hereto which, in any such case, deprives the non-breaching party of a material right or benefits in any material respect.

4. Effect of Termination. In the event of termination, both parties shall be liable for all obligations that accrued prior to termination, including completion of deliveries. Deposits, or a portion thereof may be refunded by Auxo Medical, at its sole discretion, for any expenses incurred in completion of work described in this agreement prior to termination. Once production has commenced, an minimum twenty percent (20%) charge will be payable by the customer.

7. Governing Law

This Agreement shall be governed by the laws of the Commonwealth of Virginia without reference to its conflicts or choice of laws provisions. Each party hereby consents to the exclusive jurisdiction of the commonwealth and federal courts located in Virginia.

8. Force Majeure

Neither party shall be liable to the other party for any delay, failure or inability to perform its obligations hereunder (except the obligation to make payment) due to any cause beyond its reasonable control, including but not limited to, utility failures, equipment breakdowns, fires, storms, accidents, acts of God, acts of war, acts of party or its employees, contractors or agents.

9. Authorization

Each party represents that the person executing this Agreement on its behalf is fully authorized to do so, and that this Agreement constitutes a valid and binding obligation of such party fully enforceable in accordance with its terms.

10. Notices

All notices and other communications required hereunder shall be in writing and delivered by personal deliver, facsimile or certified mail, postage prepaid, to the address for the receiving party first set forth above. Any changes to the notification address shall be notified to the other party in accordance with this Section.

11. Entire Agreement

This Agreement, including exhibits if any, sets forth the entire understanding and agreement of the parties and supersedes and replaces any and all prior or contemporaneous, oral or written, agreements or understandings between the parties as to the subject matter of this Agreement. This Agreement may be amended only by a writing duly executed by an authorized representative of each of the parties. Without limiting the foregoing, no term or condition contained in any purchase order or other sales documentation of Customer that is inconsistent, conflicts with, or additional to this Agreement shall be binding upon Auxo Medical, regardless of whether such document has already been or is hereafter acknowledged by Auxo Medical.

12. Headings and Severability

Section headings have been inserted for convenience only and shall not be considered in interpreting this Agreement. If any provision of this Agreement is found unenforceable or invalid, it shall be enforced to the maximum

Last updated: April 4th, 2017

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