1. TERMS OF PURCHASE AND SALE; ACCEPTANCE.  These Terms and Conditions of Sale (“Agreement” or “Terms”) shall apply to all sales made by reLink Medical, LLC (“Seller”) of any product or service (together “Order(s)”) to the customer (“Buyer”).  By placing an Order with Seller, Buyer expressly agrees to be bound by the terms and conditions stated in this Agreement to the exclusion of all other prior understandings, terms, conditions, warranties, communications, or representations by Seller.  Any additional, different, or conflicting terms or conditions contained or incorporated into Buyer’s offer, purchase order, or other written or oral communication are hereby rejected and shall not be binding upon Seller.  Seller reserves the right to make changes to these Terms at any time by posting such changes here, and such changes shall apply to all Orders after such date.  Seller reserves the right to reject any Order for any reason. Seller reserves the right to correct, without any liability, any typographical, clerical, or other error or omission included in any Order, including without limitation such errors contained in any product description, sales listing, quote, offer, purchase order, invoice, or shipping document.  If Seller’s correction of any such error results in a material change to the Order, Buyer’s sole remedy shall be to cancel the affected Order, or part thereof, and to receive a refund of any payment made in advance.  Seller reserves the right to take any action it deems necessary to address Buyer’s violation of these Terms, including without limitation, the suspension of Buyer’s ability to purchase products from Seller.  Seller and Buyer further agree that no Order shall constitute a consumer transaction.

2. PRICES. All prices published by Seller may be changed at any time without notice.  Seller will not hold or guarantee any product at a specific price unless specifically stated in a writing signed by an authorized Seller representative.  Seller reserves the right to correct any pricing error, including without limitation typographical errors, formulas, discount calculations, product identification and valuation errors, or billing errors.  If Buyer does not choose to pay the corrected price, Buyer’s sole remedy shall be to cancel the affected Order and to receive a refund of any payment made in advance.

3. TAXES, FEES, AND OTHER CHARGES.  Unless otherwise specified, prices exclude all sales, use, excise, value added, and other taxes, and all duties, customs, import charges, and fees imposed with respect to the sale, shipment, delivery, or use of any products or services provided by Seller; and all such taxes, duties, and fees, where applicable, must be paid by Buyer.  If Buyer claims a tax exemption, Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.  Orders may be subject to additional fees or charges, including without limitation packaging, palletizing, shipping, handling or processing fees, payment processing fees, shipping cut-off fees, priority or expediting fees, minimum order fees, exchange fees, drop-ship fees, OEM/manufacturer/supplier fees, or other charges or fees.  Buyer shall pay all such charges and fees in advance of shipment or pickup, unless specifically stated otherwise in writing.  In the event that any tax, duty, fee, or other charge that is the responsibility of Buyer hereunder has been paid by Seller or becomes due after shipment or pickup and the same was not paid in advance by Buyer, then Buyer shall reimburse Seller for such amount within ten (10) days after invoice or notification from Seller that such tax, duty, fee, or other charge is due.

4. TERMS OF PAYMENT.  Payments shall be made in U.S. Dollars and made in advance of Seller’s fulfillment of any Order unless otherwise specified in a writing signed by an authorized Seller representative.  Orders approved for shipment on terms other than payment-in-advance shall be paid in accordance with the payment terms specified on Seller’s invoice, without set-off or deduction.  If Buyer fails to pay any invoiced amount when due, Buyer shall pay Seller interest on any unpaid balance from the date due at a rate of 1.5% per month (18% A.P.R.), or the maximum rate of interest allowed by law, whichever is less, together with all costs and expenses (including without limitation reasonable attorneys’ fees and court costs) incurred by Seller in collecting such overdue amounts.  Buyer agrees to pay a fifty-dollar ($50.00) service charge on any returned check.  Seller reserves the right to suspend any Order or shipment and require Buyer to make full or partial payment in advance, or provide other security that is satisfactory to Seller, if at any time Buyer fails to make payment in accordance with the applicable terms or Seller believes in good faith that Buyer’s financial condition does not justify the terms of payment specified.

5. CANCELLATIONS. Orders in process may be cancelled by Buyer only upon the written consent of an authorized Seller representative and upon payment of Seller’s cancellation and restocking charges, which Seller may withhold from any refund or credit due to Buyer.  Orders in process may also not be changed by Buyer except with the written consent of an authorized Seller representative and upon agreement by the parties as to an appropriate adjustment in the purchase price.  Orders that have been shipped or picked up may not be cancelled and are subject to the provisions of this Agreement governing returns.

6. DELIVERY AND PICKUP. 

a. Orders designated for shipment will be shipped to the destination specified by Buyer, and unless stated otherwise in writing, shall be shipped Free on Board (“FOB”) Origin, Freight Prepaid, and Charged Back, meaning that Buyer is responsible for all packaging, shipping, handling, and processing costs, which must be paid by Buyer prior to shipment, and Buyer owns the goods and bears the risk of loss once Seller delivers the goods to the carrier.  Seller reserves the right to stop delivery of Orders in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder.  While Seller will use commercially reasonable efforts to meet scheduled shipping and delivery dates, Buyer acknowledges and agrees that all shipping and delivery dates are estimates and are not guaranteed. Seller shall not be liable for any loss, damage, expense, or charge of any kind resulting from any delay in shipping or delivery or failure to deliver.  In the event of a delay, Seller reserves the right to terminate the Order or any part of the Order so affected, or to reschedule shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay.  Notwithstanding the trade terms indicated above and subject to Seller's right to stop delivery of any Order in transit, risk of loss of the products will pass to Buyer upon delivery to the designated carrier.

b. Orders designated for pickup may be picked up by Buyer (or Buyer’s assigned carrier or representative) at the time and location specified in Seller’s pickup instructions.  Buyer or its assigned carrier or representative shall comply with all pickup requirements and instructions provided by Seller.  Seller reserves the right to hold or cancel any Order due to Buyer’s, or its assigned carrier’s or representative’s, failure to comply with any pickup instruction.  Approval of requests to change pickup times or locations, or to change an Order from pickup to shipment, will be made by Seller in its sole discretion, may only be approved in writing by an authorized Seller representative, and may result in additional charges and fees.  Orders designated for pickup will not be packaged by Seller unless otherwise specified.  Upon request, Seller may provide a quote to Buyer for packaging or preparation services, including boxing, palletizing, and shrink-wrapping.  The cost of such services must be paid by Buyer prior to pickup unless otherwise specified in writing.  Title and risk of loss shall transfer to Buyer upon pickup.  It is Buyer’s sole responsibility to properly secure and protect all products being picked up by or on behalf of Buyer.  Seller shall not be liable for injury, damage, or loss occurring after pickup or for delays in pickup availability attributable to facility or pickup location closures due to weather, illness, holidays, or force majeure.

7. STORAGE AND ABANDONMENT OF ORDERS.   If Buyer refuses or fails to pick up or arrange and pay for shipping of an Order by the earlier of the date specified at time of Order or thirty (30) days from the date of purchase, or fails to take delivery of a shipped Order (excepting refusals based on claims of shipping damage or delivery errors, and returns approved under Section 9 hereof), then Seller, at Seller’s sole discretion and without limiting any other remedy of Seller, shall be entitled to (i) transfer the Order to storage at Buyer’s sole risk of loss and expense, and/or (ii) upon fifteen (15) days after written notice from Seller deem such Order or item abandoned, upon which title to such product(s) shall pass to Seller, who may retain, sell, or otherwise dispose of the product(s), in its sole and absolute discretion.  If Seller has already agreed in writing to hold an item in storage at Buyer’s risk and expense for a specified period of time, then Buyer’s failure to pick up or arrange and pay for shipping by such specified date shall result in Buyer’s abandonment of the Order or product on that date, without the need for any prior notice from Seller.  If Seller has agreed in writing to hold an item in storage without specifying a period of time, Seller may terminate such agreement upon fifteen (15) days prior notice to Buyer.

8. INSPECTION OF PRODUCTS.  Buyer shall be responsible for inspecting all Orders prior to taking possession during pickup or accepting possession from a carrier.  For shipped Orders, claims related to delivery, including without limitation claims for shortages, errors in delivery, or damage, must be made in writing to Seller within five (5) business days after receipt of the shipment.  For pickup Orders, any claim must be made prior to the Order leaving Seller’s facility or pickup location. Buyer’s failure to provide such timely notice shall constitute unqualified acceptance of the Order.

9. RETURNS AND RESTOCKING FEE. Return requests must be made within five (5) business days after receipt by Buyer.  Buyer must obtain prior approval from Seller for all returns by way of a Return Merchandise Authorization (“RMA”).  Orders approved for return that are returned by Buyer due to no fault of Seller are subject to a minimum twenty-five percent (25%) restocking fee unless otherwise agreed to by Seller in writing.  Orders approved for return must be received at the address specified on the RMA within ten (10) business days of Seller’s issuance of the RMA and must be shipped in appropriate packaging to protect products from damage.  Products shall be non-returnable and Seller will not grant a return credit where: (i) the products were returned without an RMA or received outside of the timeframes stated in this Section; (ii) the products are personalized or customized; (iii) the products were not purchased from Seller; (iv) the products were refrigerated or temperature controlled; (v) the products have been damaged, defaced, or altered; (vi) the products are sterilized or are chemicals and have been opened; or (vii) the products were sold as non-returnable.  Seller may, in its discretion, return any non-returnable item to Buyer, freight collect or via shipping method prepaid by Buyer.   In regard to any Order approved for return, in lieu of agreeing to the physical return of any item, Seller may, in its sole discretion, issue a credit, ship a replacement item, or enter into some other mutual written agreement with Buyer.

10. WARRANTY. UNLESS A WRITTEN WARRANTY STATEMENT IS EXPRESSLY SUPPLIED BY SELLER WITH THE PRODUCT OR SERVICE, ALL PRODUCTS, SERVICES AND ORDERS ARE PROVIDED “AS IS”, AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, PRODUCT QUALITY, PERFORMANCE AND/OR DESIGN, AND ALL WARRANTIES ARISING FROM ANY THEORY OF RECOVERY OR FROM THE COURSE OF DEALING OR USAGE OF TRADE, ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER.  Seller’s catalogs and electronic and online platforms are offered as an as-is service for convenience.  All photos and product descriptions provided by Seller or contained in catalogs or online postings are for illustrative and informational purposes only and shall not constitute a guarantee of condition or functionality.  Buyer acknowledges that Seller has not performed any investigation into, and does not track, expiration dates, manufacture dates, maintenance and/or performance records, or software updates.  All Written Warranty Statements shall be controlled by the terms thereof and be subject to the Seller’s published Limited Warranty Policy posted at www.relinkmedical.com, which is specifically incorporated herein as applicable.

11. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER, ITS OFFICERS, AGENTS, EMPLOYEES, AFFILIATES, SUPPLIERS AND/OR SUBCONTRACTORS, BE LIABLE TO BUYER OR TO ANY THIRD-PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF USE, COST OF CAPITAL, COST OF SUBSTITUTION, DOWNTIME COSTS OR DELAYS, OR ANY PENALTIES, WHETHER ANY SUCH CLAIM IS BASED ON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SELLER HAD NOTICE OF SUCH POTENTIAL CLAIMS, AND TO THE MAXIMUM EXTENT ALLOWED BY LAW. SELLER’S LIABILITY FOR ANY SUCH CLAIMS OR FOR ANY LOSS OR DAMAGE ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, OR FROM ANY DESIGN, SALE, SERVICE, INSTALLATION, OPERATION, OR USE OF THE PRODUCTS/SERVICES, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID TO SELLER BY BUYER FOR THE SPECIFIC PRODUCT OR SERVICE.  SELLER SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM FAULTY OR INCOMPLETE INFORMATION PROVIDED BY BUYER.

12. INDEMNIFICATION. Buyer agrees to indemnify, defend, and hold harmless Seller, its parent, subsidiaries, affiliates, and divisions, and their respective officers, directors, shareholders, and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and court costs) to the extent arising from or related to (i) Buyer’s breach of any term of this Agreement, (ii) the negligence or willful misconduct of Buyer, its agents, employees, representatives, customers, or contractors, or (iii) the violation of any regulation or law by Buyer, its agents, employees, representatives, customers, or contractors.

13. IMPORT/EXPORT RESTRICTIONS. Buyer acknowledges that the products sold under this Agreement, and the transactions contemplated by this Agreement, are subject to U.S. customs and export control laws and regulations and may be subject to customs and import laws and regulations of the country in which products are received, including without limitation, laws regulating the registration, import, and distribution of medical devices, such as the Medical Devices Regulation (EU), and the rules and policies regulatory bodies such as the National Medical Products Administration (P.R.C.) and the Medicines and Healthcare products Regulatory Agency (UK).  Seller makes no representations or warranties whether the products sold under this Agreement are (i) in compliance with such laws and regulations or (ii) have been registered, certified, or are legal to import or use in any country or jurisdiction.  Buyer acknowledges and agrees that it is Buyer’s sole responsibility to comply with and abide by such laws and regulations.  Buyer acknowledges and agrees that products sold by Seller may not be sold, leased, or otherwise transferred to restricted countries, any person or entity on the Specially Designated Nationals and Blocked Persons List published by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or utilized by restricted end-users or an end-user engaged in activities related to weapons of mass destruction, including without limitation activities related to the design, development, production or use of nuclear weapons, materials, or facilities, missiles or the support of missile projects, or chemical or biological weapons.  Seller reserves the right, in its sole discretion, to suspend or cancel any Order or shipment that it believes to be in violation of any customs, import, or export law or regulations, or any other law.

14. AUTHORIZED USE OF PRODUCTS. Products sold by Seller are intended solely for the use(s) specified by the manufacturer and are not to be used for any other purposes including, without limitation, unauthorized commercial purposes. The products sold by Seller are not intended for home or personal use.  Buyer warrants and represents that it will properly repair, test, calibrate, use, qualify, and/or validate each product as necessary for intended use, and, to the extent authorized, remanufacture, recondition, and remarket any final articles made from the products in accordance with the practices of a reasonable person who is an expert in the field, and in strict compliance with all applicable national, state, and local laws and regulations.  Buyer is solely responsible for conducting any research necessary to learn the hazards involved for any of its intended uses of the products purchased from Seller and to properly warn its customers, employees, and other personnel who may be exposed to such products of any risks involved in using or handling the products. Seller specifically reserves the right, in its sole discretion, to suspend or cancel any Order or shipment that it believes to be in violation of this Section.

15. MEDICAL DEVICES. Buyer acknowledges that some products sold by Seller are medical devices regulated by the Food and Drug Administration (“FDA”).  Buyer warrants they are either a licensed healthcare provider, remanufacturer, reconditioner, broker, remarketer, service provider reseller, harvester, or other party authorized to purchase, resell, or use such medical devices.  Buyer acknowledges that Seller is not a medical provider and does not prescribe or make any recommendations concerning the use or suitability of any medical device.  Buyer further acknowledges that Seller is not in the business of servicing, reconditioning, rebuilding, relabeling, repairing, refurbishing, manufacturing, or remanufacturing medical devices and parts, and that Seller has not performed an independent investigation into whether the products sold under this Agreement are subject to any recall notice and makes no representations to Buyer concerning any such recall.  Buyer is presumed to have performed its own investigation into the status of any recall notice prior to purchase, including a review of the FDA’s recall database located at www.accessdata.fda.gov.  Buyer further agrees to comply with all state, federal, and foreign government laws and regulations governing the provision of medical devices.

16. FORCE MAJEURE. Seller shall not be liable for any non-performance or delay in performance which is due to (i) war, fire, flood, acts of God, pandemics, acts of third-parties, acts of terrorism, acts of any governmental authority or any agency or commission thereof, accident, breakdown of equipment, or similar or dissimilar causes beyond Seller’s control including, without limitation, those interfering with production, supply, or transportation of the Orders or components, (ii) Seller’s ability to obtain, on terms it deems reasonable, labor, parts, equipment, or transportation, or (iii) acts or omissions of third-parties including, without limitation, causes of action resulting from personal injury or property damage.

17. ONLINE MARKETPLACES. Orders placed through online marketplaces such as eBay, Proxibid, and the like, may be subject to modified or additional terms and conditions as may be specified in Seller’s sales posting or the published rules governing transactions conducted in such online marketplace.  The Terms of this Agreement shall control over any conflicting rules or policies of such online marketplace to the fullest extent permitted by such rules or policies.  Seller’s agreement to modify or waive any term or condition set forth herein due to the either a rule or policy of an online marketplace, or at the request of an online marketplace in the event of a dispute, shall not constitute an agreement to waive or release Buyer for any other term, condition, obligation, or covenant imposed by this Agreement.   

18. MISCELLANEOUS.