Probe Repair Terms and Conditions

Terms and Conditions of Repair:

Agreement: Customer has agreed to purchase and AllParts Medical, Inc. ("Supplier") has agreed to provide products or services as stated on a written quotation ("Quote"), offered by Supplier and accepted in writing by Customer, to which these terms and conditions are attached and made a part of, all documents taken together being referred to as the "Agreement". The parties have caused this Agreement to be executed by their duly authorized officers or representatives. Supplier's acceptance of any Customer Purchase Order ("PO") is expressly and exclusively made conditional on Customer's written assent to these contractual terms and conditions.

Entire Agreement: This Agreement, including these terms and conditions, comprise the entire Agreement between the parties and supersede all prior proposals, quotations, agreements, promises, or representations between the parties, whether verbal or written. The terms of this Agreement will prevail notwithstanding any variance with the terms of any present or future purchase or service order or request by the Customer for products or services. Supplier expressly objects to and rejects all inconsistent or additional terms, conditions and limitations contained in any Customer forms or other communications. Unless Customer has declined to accept a Quote from Supplier in writing, has in writing retracted a PO, or has communicated an objection to these terms and conditions in writing prior to shipment of products and provision of repair services, Customer will be deemed to have accepted these terms and conditions, and they will control the transaction in all respects. Amendment; Waiver; Survival: Terms and conditions set forth in any PO or other verbal or written communication provided by the Customer to Supplier which differ from, conflict with, or are not included in this Agreement shall not become a part of any contract between Supplier and Customer unless such terms and conditions are specifically accepted in writing by an authorized agent of Supplier. This Agreement may be amended only in writing signed by authorized officers or representatives of both parties. Any failure to enforce any provision of this Agreement is not a waiver of that provision or of either party's right to later enforce each and every provision.

Prices: All published prices or prices quoted by Supplier are based on costs and conditions existing on the date of the Quote and are subject to adjustment without notice. Written quotations expire automatically seven (7) calendar days from the date stated on the quotation and are subject to change or termination within that period. Defective products that may have been altered or previously repaired or that may have internal damage that is not identifiable through Supplier's standard evaluation process could require additional work and charges over and above what is reflected in the original Quote, and may impact Supplier's ability to repair the product. Therefore, Supplier reserves the right to alter the pricing quoted, or to decline to repair defective products. The quoted price(s) may not include applicable sales, excise, use, or other taxes in effect or later levied, all of which taxes shall be paid by the Customer. Unless the Customer provides Supplier with an appropriate tax exemption certificate reasonably in advance of the date of sale, Supplier may invoice the Customer for those taxes, and the Customer shall pay those taxes in accordance with the terms of the invoice. Such taxes, if applicable, will appear as separate items on the invoice.

Order Placement: Customer may order products and services from Supplier by using Customer's standard PO documentation system. Customer PO shall include a valid PO Reference Number, physical ship-to address, bill-to and contact information, valid part number and accurate product description, quantity, unit price, total PO amount, applicable sales tax information, method of shipment, courier and account information. Written POs received by Supplier are assumed to be generated by authorized agents of Customer. Verbal POs are not an acceptable method for order placement. Delivery: The Supplier shall not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond the Supplier's control including, without limitation, acts of nature, unavailability of supplies or sources of energy, riots, wars, fires, epidemics, lockouts, strikes, and slowdowns, delays in delivery by the Supplier's suppliers, or acts or omissions of the Customer. In the event or delay due to any such cause, time for delivery shall be extended for a period equal to the duration of the delay and the Customer shall not be entitled to refuse delivery or otherwise relieved of any obligations as a result of the delay. If as a result of any such cause, any scheduled delivery is delayed for a period in excess of 10 days, we may at our option, by written notice to the Customer, cancel that and all future deliveries without further liability or obligation of any kind. Products on which delivery is delayed due to any cause within the Customer's control may be placed in storage by Supplier at the Customer's risk and for its account.

Shipment: Unless specific instructions to the contrary are supplied by the Customer, methods and routes of shipment will be selected by Supplier; However by doing so Supplier will not thereby either assume any liability in connection with shipment, or constitute any carrier as the agent of the Supplier. All shipments will be insured at the Customer's expense and made at the Customer's risk, and the Customer shall be responsible for making all claims with carriers, insurers, warehousemen and others for mis-delivery, non-delivery, loss, damage, or delay.

Approval to Evaluate: By sending in a defective item to Supplier for repair, Customer agrees to allow Supplier to conduct an extensive evaluation of Customer's product, which may include full disassembly of the item. Customer understands that this is necessary to provide an accurate evaluation, and expressly authorizes Supplier to perform such actions. Upon request by Customer, Supplier will make commercially reasonable efforts to restore Customer's product to previous condition prior to return of item to Customer.

Loaners: Supplier may at Supplier's option loan to Customer products for temporary use ("Loaner") while Customer's defective product is in transit, evaluation, or repair. The Loaners may at Supplier's option be provided free of charge. The Loaners may at Supplier's option be charged if the following conditions are met: (i) if Supplier ships Loaners to Customer and the Customer's defective product(s) is/are not received by Supplier within fifteen (15) business days after Supplier has shipped the Loaner, a charge of $250 per Loaner will be charged to Customer for the products until the Supplier's Loaners are returned. If Loaners are not received by Supplier within thirty (30) days after the deadline for Supplier's receipt from Customer of Customer's defective products, Customer will be charged the full outright market price of the loaned items; (ii) if Supplier has received the Customer's defective product, and has provided a recommended course of action for repair or exchange of the defective product, the customer has five (5) business days to respond as to whether Supplier's recommendation is accepted by Customer. After such period, the Customer will be charged a $250 Loaner fee per Loaner; (iii) if, after Supplier has recommended a course of action for repair or exchange of the defective product, Customer requests a return of the defective Product and rejects any service by Supplier, Customer will be charged a minimum $50 evaluation fee, plus the appropriate loaner fee for the use of any Loaner [$250 for general, endocavity and volumetric ultrasound transducers; $1,000 for transesophageal (TEE) ultrasound transducers]; if a Loaner is damaged while in Customer's possession, or is in need of repair or replacement after Customer returns it to Supplier, Customer will be charged the lower of the Supplier repair list price, if repairable, or the market value of the Loaner, unless otherwise agreed to by Supplier in writing prior to the provision of the services. Customer must notify Supplier of any Loaner defects within 24 hours of receipt; otherwise Loaners shall be deemed acceptable to Customer.

Product Acceptance: Unless expressly provided otherwise in the Agreement, Customer shall be deemed to have accepted a Product delivered by Supplier under the Agreement on the earliest of: (i) if Supplier installs the Product, one (1) business day after Supplier notifies Customer that it has completed assembly and the Product is operating substantially in accordance with published performance specifications; (ii) if Supplier does not install the Product, two business (2) days after delivery of the Product to Customer; or (iii) the date the Customer first uses the Product for patient use. Unless otherwise specified, Supplier assumes no obligation to install any products sold, or to place them in working order, at the Customer's premises.

Returns: All parts returned must have a valid RMA (Return Material Authorization) number specific to the purpose of return.

Core Exchange: All Exchanges require a valid RMA (Return Material Authorization) number. Unless otherwise indicated in the Quote, all orders for products under the Agreement are provided on an "Exchange" basis, and therefore require the return of an equivalent "like for like" part ("Core") to Supplier within fifteen (15) business days of delivery of Product. Documentation provided with Core shall clearly reference Supplier's RMA reference number and be returned in Supplier's original package using generally accepted industry standards with the RMA reference number clearly visible on the box. All shipping, handling and packing expenses relating to the return of the Core shall be the responsibility of the Customer. Core exchanges that are not returned within fifteen (15) days will be charged the applicable outright full market price or at Suppliers discretion.The original part received may be returned at the customer's request and expense, or after 30 days it will become the property of AllParts Medical.

Warranty: AllParts Medical warrants its product against any defects or malfunctions for 6 months unless otherwise specified at the time of sale. This warranty is void if the serial number has been altered or removed from the product. If the failure of the product is a result of accident, abuse, misapplication or Acts of God, AllParts Medical shall have no responsibility under this warranty policy. Warranty terms and credit terms are as follows: 1. Allwarranty claims require a valid Warranty RMA (Return Material Authorization) number valid for warranty only to be requested within 90 days of the original shipment date or as stated at the time of sale. Please contact the AllParts Medical Customer Service Staff to obtain an RMA number prior to returning product. In an effort to expedite the warranty claim and confirm the failure of the part, please note that you may be required to speak to a technical engineer prior to receiving a replacement. 2. All warranty parts must be returned to AllParts Medical within 15 days of the Warranty RMA. 3. All warranty parts returned without a RMA number will be processed as an Exchange part and no credit will be issued. 4. All warranty claims will undergo a technical review validation, and credit will only be issued on valid and approved warranty claims.

Limitations of Remedies and Liability: ALLPARTS MEDICAL warrants that the parts (other than X ray tubes) will meet manufacturer specifications during the applicable Warranty Period, defined above. Warranties for any other Parts, if any, are exclusively those offered by the manufacturer or re-furbisher of such Parts. Except for the warranties described above, all parts are sold AS IS, and WITH ALL FAULTS, and ALLPARTS MEDICAL MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PARTS SOLD UNDER THIS POLICY AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALLPARTS MEDICAL'S TOTAL LIABILITY FOR ANY CLAIM UNDER THIS POLICY IS LIMITED TO THE PRICE OF THE PART(S) WHICH ARE THE BASIS FOR SUCH CLAIM, REGARDLESS OF WHETHER SUCH CLAIM IS MADE AT LAW, IN TORT, IN CONTRACT OR PURSUANT TO ANY OTHER THEORY, INCLUDING STRICT LIABILITY. NEITHER ALLPARTS MEDICAL NOR CUSTOMER WILL HAVE ANY LIABILITY TO THE OTHER FOR PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES SUCH AS LOST PROFITS OR REVENUE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. THE TRANSACTION DESCRIBED IN AND THOSE OCCURRING PURSUANT TO THIS POLICY ARE EACH COMMERCIAL TRANSACTIONS. ANY ACTION RELATED TO THIS POLICY SHALL BE BASED SOLELY ON COMMERCIAL LAW PRINCIPLES. NEITHER PARTY SHALL HAVE ANY NEGLIGENCE OR OTHER TORT LIABILITY TO THE OTHER ARISING FROM THIS POLICY OR TRANSACTIONS OCCURRING PURSUANT HERETO. Payment Terms: Invoices are payable in United States currency only. Unless otherwise expressly stated, payment terms are net cash on or before the thirtieth (30th) day following the date of invoice. Supplier reserves the right at any time to require full or partial payment in advance if, in the Supplier's judgment, the Customer's financial condition does not warrant proceeding with the terms previously agreed to. Customer will reimburse Supplier for reasonable costs (including attorneys' fees) relating to collection of past due amounts or other Customer breach of this Agreement. Any credits that may be due to Customer under this Agreement or any other Supplier agreements may be applied first to any outstanding balance. Acceptance by Supplier of all Customer orders is subject to Supplier's ongoing credit review and approval process. Payment terms may change based on a change to Customer's credit status, upon written notice from Supplier.