CONDITIONS: All quotations, products and services provided by ESSEBI MEDICAL or its representatives to any customer, distributor  end-user or other purchaser (“Buyer”) are furnished only on the terms and conditions herein (“Terms”). By ordering and accepting delivery of products and/or services (“Products”) from ESSEBI MEDICAL, Buyer accepts these Terms and agrees that, unless modified by separate negotiated agreement as provided below, these Terms, together with the item, quantity, price, and similar terms as confirmed in ESSEBI MEDICAL’s written quotation, order acknowledgement and/or invoice, constitute the parties’ entire agreement, superseding all other communications and documentation. ESSEBI MEDICAL expressly rejects any different or additional terms, preprinted or otherwise, contained or referenced in any purchase order or other documentation furnished by Buyer, whether before or after delivery of Products, even if receipt is acknowledged by signature or otherwise. No modification of these Terms shall be effective unless set out in a separate negotiated agreement signed by ESSEBI MEDICAL.

ORDERS & ACCEPTANCE: Orders must be presented in writing or via electronic means acceptable to ESSEBI MEDICAL and will be binding on ESSEBI MEDICAL only when accepted by written or electronic acknowledgment. ESSEBI MEDICAL reserves the right, at its option and without liability, to refuse any order in whole or in part or to specify an alternate delivery schedule if orders from all sources exceed its inventory or ability to deliver in its normal course of business. ESSEBI MEDICAL may allocate available inventory and production in its sole discretion. Where orders are placed, acknowledged, and/or invoiced by electronic transmission, the data transmitted will be deemed “in writing” and “signed;” and any printout of electronic transmissions maintained in the ordinary course will be considered an “original” and admissible as between the parties to the same extent as other business records maintained in documentary form. ESSEBI MEDICAL shall be entitled to assume that all persons placing orders on behalf of Buyer are authorized to and do so and to accept these Terms.

CHANGE & CANCELLATION: Any changes requested by Buyer must be submitted in writing and are subject to written acceptance by an authorized representative of ESSEBI MEDICAL. Costs and/or delays resulting from such changes will be solely determined by ESSEBI MEDICAL and binding on Buyer. Provided that ESSEBI MEDICAL receives adequate written notice, Buyer may cancel or suspend performance of any order for ESSEBI MEDICAL -standard products for convenience, subject to payment of ESSEBI MEDICAL’s associated costs, which may include, without limitation, special tooling, and work-in-progress expenses. ESSEBI MEDICAL, with reasonable cause, may cancel or suspend performance of any order if Buyer fails to meet any of its obligations herein.

SHIPMENT & INSPECTION: ESSEBI MEDICAL will endeavor to deliver accepted orders promptly; it is understood, however, that projected delivery dates represent best current estimates only and ESSEBI MEDICAL will have no liability for failure to perform within such dates. Unless otherwise agreed in ESSEBI MEDICAL’s written order acknowledgement, all shipments are Ex Works (Incoterms 2010). Title will pass upon issuance of the carrier’s bill of lading (subject to ESSEBI MEDICAL’s rights as an unpaid creditor) and, if not previously accepted, receipt of delivery by or on behalf of Buyer will constitute acceptance of these Terms. Buyer bears all risk and expense for delivery of goods, including without limitation shipping, loading, unloading, storage, freight, and insurance. Any shipping contracts made by Seller are for Buyer’s account and, if paid for by Seller, will be invoiced to Buyer in addition to the product price. Products will be packaged for shipment in accordance with ESSEBI MEDICAL’s standard commercial practices, but ESSEBI MEDICAL will not be responsible for loss or damage in transit. Buyer must inspect all items upon arrival and provide written notice to ESSEBI MEDICAL, within 5 business days, of any claim for shortage or other nonconformance. If Buyer fails to give timely notice, all products will be deemed to conform to the order will be deemed accepted. Use or resale of products in any manner after delivery will also constitute acceptance. Claims for loss or damage in transit should be made directly to the delivering carrier and will not affect Buyer’s payment obligations to ESSEBI MEDICAL. Buyer’s acceptance of items tendered as provided herein shall be final and irrevocable; any claims by Buyer thereafter must be in accordance with ESSEBI MEDICAL’s Warranty, as set out below.

SPECIFICATIONS AND VALIDATION: All Products, when delivered by ESSEBI MEDICAL, will conform to specifications as set out in ESSEBI MEDICAL technical files; however, Buyer is responsible for validation of each specific Product application and any use of Products in conjunction with, physically installed on, services, components, accessories, attachments, interfaces, or consumables not supplied or specified by ESSEBI MEDICAL for such purpose, including all necessary testing and qualification, and will put in place all necessary protections to ensure that any failure or defect relating to Products will not result in any other or further liability, damage, or safety issues. Any description, sample, or model is for identification or illustrative purposes only and should not be construed as a warranty that the Products will conform to the description, sample, or model. ESSEBI MEDICAL’s responsibility shall in all events be limited to repair or replacement of the failed or defective Product and excludes any further liability for or arising out of any non- ESSEBI MEDICAL products in which or with which ESSEBI MEDICAL’s Products may be combined, or used. ESSEBI MEDICAL reserves the right to discontinue or change the design or specifications of its Products at any time and will use commercially reasonable efforts to notify Buyer of any discontinuation or any material change in specifications affecting form, fit or function.

USE RESTRICTIONS & REQUIREMENTS: Buyer is responsible for compliance with all applicable laws, regulations, codes, recommendations, and requirements of government authorities and for obtaining all licenses and permits pertaining to the purchase, operation, and/or use of the Products or their subsequent sale, shipment, or disposition, including any use or sale with or as a component of non- ESSEBI MEDICAL products, it being understood that ESSEBI MEDICAL makes no warranty of any kind regarding compliance with such requirements. Buyer may not (1) modify, alter, disassemble, or make changes to any Products, documentation, or other items provided by ESSEBI MEDICAL, including but not limited to Product packaging, labels, and instructions, or permit any other person to do so, without ESSEBI MEDICAL’s prior written consent; or (2) import, export, sell, transfer, service, store, handle, distribute, or use the same in any manner prohibited by applicable law, including applicable export control laws, restrictions and regulations, or contrary to any written warning or instruction given by ESSEBI MEDICAL herein, in the Product documentation, on ESSEBI MEDICAL’s website, or otherwise. Unless prohibited by applicable law, Buyer agrees to hold ESSEBI MEDICAL harmless from all liabilities, claims, losses, damages, and expenses (including without limitation reasonable attorneys’ fees and expenses) arising out of Buyer’s breach of these terms and conditions.  

TOTIM products: ESSEBI MEDICAL warrants TOTIM patient cushion other Products manufactured by ESSEBI MEDICAL against defects in materials and workmanship under normal use for a period of 12 months from date of invoice, unless otherwise stated on the Product labeling and/or instructions.

GOVERNING LAW: Except where expressly prohibited by statutory or constitutional restrictions governing choice of law by a political subdivision or instrumentality, these Terms, all transactions to which they apply, and any disputes arising out of Products supplied hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Republic of San Marino, excluding its conflict of law provisions. The UN Convention on Contracts for The International Sale of Goods, the Uniform Law on the Formation of Contracts for the International Sale of Goods, and any applicable international discovery and service of process conventions will be inapplicable.

Product Warranty Statement: LIMITED WARRANTY: ESSEBI MEDICAL Products are warranted in accordance with the applicable limited warranty set out below (“Warranty”). The Warranty is effective only upon payment in full for the Product(s) to be warranted, extends only to the original Buyer, and my not be transferred to third parties by operation of law or otherwise. The Warranty may be altered or terminated by ESSEBI MEDICAL in whole or in part for future sales at any time, without prior notice. No employee, agent, dealer, reseller, or other person is authorized to modify, vary, or extend the Warranty or to assume for ESSEBI MEDICAL any other liability in connection with its Products.

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