1. The Terms of Sale (“Sales Terms”) herein apply to purchased equipment (“Equipment”) and products that are utilized with the Equipment (“Products”).

PAYMENT TERMS

2. Payment terms are NET 30 days (on approved credit) from the invoice date. All payments made after 30 calendar days are subject to a service charge equal to 2% of the total amount due for each month the payment is in arrears.

3. Shipment is FOB Destination, with the price of shipment billed to the Customer. Freight charges vary depending on shipment content and method.

4. Quoted prices do not include, and Customer acknowledges and agrees that it shall be responsible for any other amount, including without limitation, fees for export, customs duties, tariffs, special packaging, transportation, insurance and all federal, state and local charges, sales, use, gross receipts, excise, valued-added, services, or any similar transaction or consumption taxes (“Taxes”). Any such amount including Taxes, fees or charges imposed by any governmental authority on the transaction between Cadwell and Customer will be paid by Customer in addition to the price specified on the Quote. If Customer is exempt from any such amount, Customer must provide to Cadwell a valid exemption.

5. For Customers within the United States, Cadwell offers Products for purchase online at its e-store, www.estore.cadwell.com, (“Online Orders”), or for purchase from its Supplies and Accessories Catalogue. Catalogue orders may be made online, by phone, by email or by fax. International Customers must purchase Products through their local Cadwell distributor.

6. Payment for all Online Orders must be made by credit card unless Customer has called Cadwell in advance to create a business account on approved credit (“Business Account”). Cadwell reserves the right to refuse to accept further Online Orders for delinquent Business Accounts.

7. Some Products are not available for purchase online and must be ordered by calling Cadwell and requesting a supplies specialist (“Special Order Products”). Special Order Products require a 50% deposit at the time the order is placed. Some Special Order Products have extended delivery times, as noted in the item description.

8. Online Product prices do not include Taxes, fees or charges imposed by any governmental authority on the transaction between Customer and Cadwell, which will be calculated and added to the order total at checkout and paid by Customer. If Customer is exempt from any such amount, Customer must provide to Cadwell a valid exemption.

9. A minimum purchase of $25 is required for all Product orders.

10. Customer may check the status of any order by calling Cadwell during normal working hours.

11. Cadwell reserves the right to modify its Equipment or Product offering including specifications, availability, pricing and shipping charges or method at any time.

RISK OF LOSS.

12. Risk of loss shall pass to the Customer when the Equipment and Products are delivered to the Customer.

WARRANTY.

13. Cadwell warrants for a period of one (1) year for new Equipment and six (6) months for refurbished Equipment* from the date of shipment of each system against defects in material and workmanship (“Equipment Warranty”).

14. Notice of an Equipment defect and an explanation of circumstances concerning any claim that the system has proven defective in material or workmanship shall be given to Cadwell within two (2) working days of the discovery of the defect. Upon verification of defect, Cadwell will repair or replace at its option.

15. Cadwell shall be under no obligation to furnish, repair or replace any Equipment part which has been damaged, abused or misused through no fault of Cadwell, or if unauthorized attempts to modify, repair or service Equipment have impaired the performance of the Equipment. Warranty does not cover Ultrasound Probes or Cables damaged by dropping, excessive bending, or crush forces.

16. Oral statements do not constitute a warranty. Representatives of Cadwell are not authorized to make oral warranties about the merchandise described in the Quote.

17. Except as expressly set forth herein, there is no warranty, express or implied as fitness for any particular purpose.

18. When a Product is purchased as an integrated part of Equipment, the Equipment Warranty covers the Product. When a Product is purchased separately and is not an integrated part of Equipment, the manufacturer’s warranty for the Product shall apply. Customer acknowledges that the Product manufacturer may not be Cadwell.

19. Cadwell’s Equipment Warranty and any Product warranty extends only to the original Customer and is not transferable to another party.

BUSINESS USE.

20. Except as expressly provided by Cadwell in writing, all Equipment and Products sold hereunder are intended for the ultimate use by a commercial user and for operation by persons trained and experienced in the use and maintenance of such Equipment and Products.

21. Customer acknowledges that it is purchasing the Equipment and Products for a business use and for no other purpose.

CANCELLATION.

22. Cancellation. In the event Customer cancels the purchase after the order has shipped, Customer agrees to reimburse Cadwell for actual costs incurred, including but not limited to, charges for restocking, training and freight.

RETURNS AND REFUNDS.

23. If Customer desires to return Equipment or Products, Customer must first contact Cadwell to obtain a Return Merchandise Authorization (“RMA”) number.

24. Cadwell agrees to accept the return of Equipment and Products for a refund, excluding shipping charges, provided the following:

a. Customer obtains an RMA;

b. The order is returned to the Seller within 30 days from the date the Equipment and Product was received; and

c. The Product is returned to Seller in its original packaging, unopened and undamaged. If the Product has been opened and the Seller has issued an “RMA” number, the Product will be subject to a restocking fee.

25. If Customer seeks a refund for any of the following reasons, Customer shall receive a refund, including shipping charges:

a. Equipment or Product shipped in error.

b. Product was delivered after the Product’s expiration date.

c. Equipment or Product was improperly labeled or packaged by Cadwell.

d. Equipment or Product was damaged during shipment.

26. Sterile-packaged Products that have been opened or the package damaged and any custom or Special Order Products may not be returned for a refund.

27. Returns based on a defect or malfunction of Equipment or a Product will be handled in accordance with the applicable Product warranty or Equipment Warranty.

INTELLECTUAL PROPERTY.

28. Customer acknowledges that Cadwell owns all right, title and interest in all proprietary Equipment designs and configurations, software and firmware purchased under this Agreement, except to the extent that Cadwell has granted Customer a limited license in the software, a copy of which is available at www.cadwell.com/terms.

INDEMNIFICATION.

29. Customer agrees to indemnify Cadwell and hold it harmless from any and all demands or claims of any nature whatsoever arising out of its use of the Equipment, including products liability or physical injuries to person, or property, loss of life, or other claims or damages.

EXCLUSIVE REMEDY AND LIMITATION OF DAMAGES.

30. The parties agree that the Customer’s exclusive remedy available from Cadwell shall be for the repair and/or replacement of defective parts as provided herein. Customer agrees that Cadwell shall not be liable for direct or consequential damages, including but not limited to loss of income, loss of time, lost sales, injury to person or personal property, or liability Customer had with respect to any other person.

SECURITY INTEREST.

31. If the full purchase price is not paid at the time of contracting, the Customer grants Cadwell a security interest in the Equipment described in the Quote, including all added and substituted parts, accessories, and improvements made to the Equipment, to secure the extension of credit. The Customer promises to keep the Equipment in good repair, and the Customer has no right to sell, lease, or otherwise dispose of the collateral. In the event of default, Cadwell has the right to pursue all remedies described herein and all remedies available in the Uniform Commercial Code.

DEFAULT AND REMEDY.

32. Failure to pay according to the Sales Terms is default. Cadwell may declare the total amount owed immediately due without any further notice to Customer, retake possession of the Equipment securing this sale, and/or pursue any other remedies at law or equity.

33. In the event any action shall be instituted for the failure to perform the Sales Terms herein, the prevailing party shall be entitled to recover costs, including attorney’s fees.

TIME LIMIT ON CUSTOMER COMMENCING LEGAL ACTIONS.

34. An action by Customer for breach of these Sales Terms or any other action by Customer otherwise arising out of this transaction must be commenced within one year from the date the right, claim, demand or cause of action shall first accrue, or be barred forever.

SEVERABILITY.

35. If any provision of these Sales Terms is held invalid or unconscionable, such invalidity or unconscionability shall not affect other provisions of the Sales Terms which can be given effect without the invalid or unconscionable provision.

NO WAIVER.

36. If Cadwell at its option agrees to a waiver of any of the terms recited herein, such waiver shall not for any purpose be construed as a waiver of any succeeding breach of the same or any other terms nor shall such a waiver be viewed as a course of performance.

CHOICE OF LAW and VENUE.

37. The Sales Terms herein shall be governed by the laws of the state of Washington. Should either party bring a claim hereunder, the parties agree that the courts in Benton County, Washington shall hold exclusive jurisdiction.

EXCLUSIVE AGREEMENT

38. The Sales Terms herein represent the exclusive agreement between the parties. To the extent the Sales Terms are in conflict with any other purchase or sales terms of the parties, the Sales Terms herein shall govern. The Sales Terms shall not be modified or amended except in writing and signed by both parties. Any purchase or sale term offered by Customer in acknowledging or otherwise accepting a purchase order shall be considered a proposal and shall not become part of this agreement unless specifically accepted in writing by Cadwell.

* Refurbished systems are subject to availability at the time of purchase order.

TERMS OF SALE – 5.16.2019