APPLICABILITY

SOMAVAC® Medical Solutions, Inc.

TERMS AND CONDITIONS OF SALE

Thank you for your interest in using our products!

These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of the products (“Products”) by SOMAVAC® Medical Solutions, Inc. (“Seller”) to the buyer (“Buyer”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Products covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. The accompanying confirmation of sale or invoice (the “Sales Confirmation” and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. THESE TERMS PREVAIL OVER ANY OF BUYER’S GENERAL TERMS AND CONDITIONS OF PURCHASE REGARDLESS WHETHER OR WHEN 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.

CUSTOMER ORDERS

Orders may be placed by contacting SOMAVAC® Medical Solutions, Inc. in the following ways. Address: 4717 Spottswood Avenue, Memphis, TN 38117.
Phone: toll free for US customers 1.833.SOMAVAC (1 833 766 2822).
Fax (901) 425 2177.

Email: sales@somavac.com.

When ordering please specify: – PO number;

– Shipping and billing address;
– Quantity desired;
– Product number;
– Special handling or shipping instructions.

PAYMENT AND PRICES
PAYMENT TERMS ARE NET 30 DAYS FROM DATE OF INVOICE. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. Prices do not include any applicable Federal, State, and other taxes. These will be added to the invoice unless an exemption certificate is supplied. Prices are subject to change.

PRODUCT AVAILABILITY; FORCE MAJEURE

Seller shall not be liable for any delay or failure to deliver product or otherwise perform, where such failure or delay has been occasioned by matters such as fire, flood, embargo, shortage of raw material or power, governmental action or compliance with governmental requirements, whether voluntary or pursuant to order, or any circumstance beyond Seller’s reasonable control.

SHIPMENTS; TITLE AND RISK OF LOSS

Unless otherwise agreed in writing by the parties, Seller shall deliver the Products FOB Seller’s location using Seller’s standard methods for packaging and shipping such Products. Buyer shall be responsible for all shipping costs. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.

Date of shipment is based on estimates using commercially reasonable efforts to ship on schedule. Seller will not be liable for damage or loss due to any delay in delivering or loss or damage in transit. Title and risk of loss passes to Buyer upon delivery of the Products to the carrier for shipment.

COMPLAINT HANDLING

Please report any comments or complaints to Seller including user name, address, phone, product number, product lot number, date, and description of the event. Incidents related to Seller products which involve potential serious injury must be reported immediately to Seller.

WARRANTY; LIMITATION OF LIABILITY

This device is warranted for single use only. Do not attempt reuse or resterilization. Seller’s Product(s) is (are) warranted to be operational at the time of delivery to the original buyer, free of defects in design or workmanship, solely if used for the purpose for which it is labeled and intended. SELLER HEREBY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller will replace the defective product or refund the purchase price at its sole option. BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS WARRANTY SECTION ARE BUYER’S EXCLUSIVE REMEDIES. Except as provided herein, all sales are made on a one-way basis and Buyer has no right to return Products to Seller.

In no event shall Seller be liable under this limited warranty to any person or entity for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues or diminution in value, arising out of, or relating to, and/or in connection with the sale, distribution or use of any type or kind of Seller’s sustained vacuum system product, regardless of (a) whether such damages were foreseeable, (b) whether or not such person or entity was advised of the possibility of such damages and (c) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.

CHANGES TO TERMS

These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void.

GOVERNING LAW; JURISDICTION

All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Tennessee. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Tennessee in each case located in Memphis, Tennessee and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

SEVERABILITY

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.