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These Terms and Conditions (these “Terms”), together with the attached or accompanying quote page (the “Quote,” collectively, this “Agreement”), exclusively govern the sale by MedNexs International Medical, Inc., a Colorado corporation doing business as “MedNexs Medical” (“MedNexs”), and the purchase and use by the buyer identified on the Quote (“Buyer”) of the equipment (the “Equipment”) and/or services (the “Services”).

1. Equipment Availability

The availability of Equipment offered for sale by MedNexs is subject to stock levels. MedNexs shall not be liable to Buyer for any stock outages or unavailability of Equipment. MedNexs reserves the right to modify the Equipment offered for sale at any time without notice to Buyer. Equipment availability will be determined when an order is placed, and if unavailable, MedNexs will inform Buyer, offer alternative available Equipment, or cancel the order. Canceled orders will be refunded, except for special-order products that cannot be canceled once the order is placed.

2. Prices

Written price quotes on the Quote are valid for ten (10) days from the date of issuance and automatically expire thereafter. Prices do not include taxes, shipping, handling, duties, insurance, or other charges, unless explicitly waived in writing by MedNexs or a valid tax exemption certificate is provided. MedNexs reserves the right to change published prices at any time without notice to Buyer.

3. Terms of Payment

Unless otherwise specified in the Quote or agreed to in writing by MedNexs, full prepayment is required and can be made via bank transfer, cash, credit card, or certified check. If partial prepayment is allowed, it is non-refundable, with the remaining balance due within thirty (30) days from the invoice date. MedNexs reserves the right to modify or revoke any previously extended credit terms. Past-due balances will incur a service charge of 1.5% per month or the maximum allowable by law.

Buyer agrees to pay all applicable fees and costs, including collection fees, without any right of set-off or deduction unless approved in writing by an authorized MedNexs corporate officer. To secure payment obligations, MedNexs retains a purchase money security interest in the Equipment sold under this Agreement. Buyer must assist in executing documents or filings necessary to protect MedNexs’s security interest.

In cases of nonpayment, MedNexs may suspend Equipment delivery or Service coverage until full payment is received. The warranty period continues to run during nonpayment, but warranty services will be unavailable until payment is settled.

4. Shipment and Delivery

Delivery dates provided by MedNexs are estimates, and partial shipments are permitted. MedNexs is not liable for delays in delivery, failure to deliver, or damages resulting from delivery delays. Any delay in Equipment shipment does not exempt Buyer from accepting subsequent deliveries or fulfilling payment obligations under this Agreement.

Buyer is responsible for all shipping, delivery, and insurance costs unless otherwise agreed in writing by an authorized MedNexs officer or specified in the Quote. Title and risk of loss transfer to Buyer upon delivery of the Equipment to Buyer’s designated address. If Equipment is lost or damaged during transit, Buyer’s payment obligations remain unaffected.

Buyer will bear the costs of storage or holding if delivery is delayed due to Buyer’s actions or requests. If delivery is delayed for more than thirty (30) days, MedNexs reserves the right to cancel the order and any future deliveries without further liability or obligation.

5. Force Majeure

MedNexs shall not be liable for delays or failure to perform due to causes beyond its control, including but not limited to:

• Acts of God
• Floods, fires, earthquakes, pandemics, or explosions
• Wars, invasions, hostilities, or terrorism
• Government orders, regulations, or restrictions
• Embargoes or trade blockades
• Labor strikes or shortages
• Utility disruptions, telecommunication failures, or supply chain issues

In the event of a Force Majeure Event, MedNexs may extend delivery dates or suspend obligations without liability.

6. Acceptance and Inspection

Buyer must inspect all Equipment upon delivery and notify MedNexs in writing within forty-eight (48) hours of any errors or claims that the Equipment does not conform to this Agreement. If Buyer fails to notify MedNexs within this period, the Equipment will be deemed accepted, and any claims will be considered waived.

Except as provided in this section and Section 8, all sales are final, and Buyer has no right to return the Equipment unless expressly authorized by MedNexs. Services are deemed accepted upon completion of their performance by MedNexs unless otherwise disputed in writing within a reasonable period.

7. Cancellation Charges and Returned Equipment Policy

Cancellations or returns are not permitted without prior written approval from an authorized MedNexs officer. Approved returns require a return merchandise authorization (RMA) number, which must accompany the returned item. Returns or cancellations are subject to the following fees:

1. A twenty percent (20%) restocking fee if the request is made after shipment.
2. A ten percent (10%) cancellation fee if the request is made before shipment.

These charges are not penalties but agreed upon as liquidated damages due to the difficulty of calculating actual damages. Refunds will only be issued once the Equipment is received in new condition and the applicable fee is paid. Shipping and freight costs are non-refundable.

Returned or substituted Equipment becomes the property of MedNexs upon receipt or replacement. Buyer agrees to indemnify and hold MedNexs harmless from third-party claims related to returned Equipment.

8. MedNexs’s Warranties

(a) Equipment Sold “As Is”
Unless explicitly stated in the Quote or agreed to in writing, all Equipment is sold “AS IS” and “AS AVAILABLE,” without any warranty, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

(b) Special-Order Products
Special-order products, acquired by MedNexs on Buyer’s behalf, are subject to the following conditions:

1. Buyer assumes sole responsibility for product selection.
2. MedNexs makes no representations or warranties regarding these products.
3. Buyer waives all claims against MedNexs arising from special-order products.

(c) Limited Warranties
If the Quote explicitly provides a warranty, the following terms apply:

1. New Equipment: Warranted for 180 days from delivery, unless otherwise specified.
2. Refurbished Equipment: Warranted for 30 days from delivery.
3. Consumable/Disposable Equipment: Warranted to be functional upon shipment; no additional warranty applies.

Repairs or replacements under warranty may involve new, used, or refurbished parts and will not extend the original warranty period.

(d) Exclusions
Warranties are void if:

• Equipment is misused, altered, or serviced by unauthorized personnel.
• Equipment is damaged by external factors such as improper storage, environmental conditions, or Force Majeure Events.

(e) Notice and Inspection
Warranty claims require immediate written notice, and MedNexs must inspect the Equipment to validate claims.

9. Disclaimers; No Other Warranties

Buyer acknowledges that MedNexs is not bound by any third-party warranties or claims not explicitly included in this Agreement. Oral or written statements regarding the use or regulation of Equipment are for informational purposes only and are not guarantees or warranties.

The limited warranties in this Agreement are the sole warranties provided by MedNexs, replacing all other express or implied warranties, including those of merchantability or fitness for a particular purpose.

10. Limitation of Liability

Under no circumstances shall MedNexs be liable for indirect, punitive, incidental, or consequential damages arising from the Equipment or Services. MedNexs’s total liability under this Agreement will not exceed the purchase price paid by Buyer for the Equipment or Services in question.

No legal action may be brought against MedNexs more than one (1) year after the cause of action arises. Buyer assumes all risk associated with the use of Equipment.

11. Buyer’s Representations and Warranties

Buyer represents and warrants the following to MedNexs:

1. Buyer is duly organized, validly existing, and in good standing under the laws of its jurisdiction.
2. Buyer has the full authority to enter into and perform its obligations under this Agreement.
3. The execution and delivery of this Agreement have been duly authorized, and this Agreement constitutes a legal, valid, and binding obligation.
4. Buyer is in compliance with all applicable laws relevant to this Agreement, the Equipment, and its business operations.
5. Buyer is financially solvent and capable of meeting its obligations as they come due.
6. Any financial or other information provided to MedNexs is accurate and reflects Buyer’s true condition.

12. Proprietary Rights

(a) Ownership
No sale under this Agreement shall be construed as granting Buyer any rights, licenses, or interests in MedNexs’s intellectual property, including:

• Patents, trademarks, and copyrights.
• Trade secrets, designs, software, or technical documentation.
• Any other intellectual property or proprietary rights owned or controlled by MedNexs.

(b) Prohibited Acts
Buyer agrees not to:

1. Challenge MedNexs’s ownership or rights to its intellectual property.
2. Use MedNexs’s trademarks or intellectual property without prior written consent.
3. Alter, obscure, or remove any intellectual property markings on Equipment or materials provided by MedNexs.

13. Confidential Information

Buyer agrees to maintain the confidentiality of any non-public information disclosed by MedNexs, including but not limited to:

• Business practices, strategies, and operations.
• Pricing, technical data, and supplier information.
• Any other proprietary information related to MedNexs’s products or services.

Buyer shall not disclose such information to third parties without prior written consent from MedNexs.

14. Non-Solicitation

During the term of this Agreement and for twelve (12) months after the completion of Services, Buyer agrees not to directly or indirectly solicit or hire any personnel of MedNexs involved in providing the Services, except for individuals who independently respond to general public advertisements.

15. Equitable Remedies

Buyer acknowledges that any breach of Sections 12, 13, or 14 may cause irreparable harm to MedNexs, for which monetary damages may be inadequate. In such cases, MedNexs shall be entitled to equitable relief, including temporary restraining orders, injunctions, and specific performance, without the need to post a bond or prove monetary damages.

16. Indemnification

Buyer agrees to indemnify, defend, and hold harmless MedNexs, its directors, officers, employees, and agents (collectively, “MedNexs Indemnitees”), from any liabilities, losses, damages, or expenses arising from:

1. Any breach of representations, warranties, or covenants by Buyer or its agents.
2. Negligence, misconduct, or omissions by Buyer or its agents in connection with this Agreement.
3. Bodily injury, death, or property damage caused by Buyer or its agents, including unauthorized modifications or use of the Equipment.
4. Buyer’s failure to comply with applicable laws.
5. Fraudulent acts or intentional misconduct by Buyer or its agents.
6. Use or operation of the Equipment, including medical or surgical procedures performed using the Equipment, unless solely caused by MedNexs’s gross negligence or breach of warranty.

17. Defaults and Remedies

If Buyer fails to pay any amount owed under this Agreement or perform its obligations (a “Default”), MedNexs may, after providing ten (10) days’ written notice, take any of the following actions:

1. Enforce its security interest in the Equipment.
2. Accelerate and demand immediate payment of the remaining balance.
3. Engage collection agencies or initiate legal proceedings to recover owed amounts.

MedNexs may also require Buyer to return the Equipment, and if Buyer fails to do so, MedNexs reserves the right to repossess the Equipment without prior notice. Buyer agrees to reimburse MedNexs for all costs incurred in enforcing remedies, including attorney’s fees and repossession expenses.

18. Compliance with Laws

Buyer is responsible for complying with all applicable laws, rules, and regulations related to the purchase, shipment, installation, and use of the Equipment. This includes obtaining any required permits or licenses and ensuring that the Equipment is used in accordance with all legal and regulatory standards. Any information provided by MedNexs is for convenience only and does not constitute legal advice.

19. Further Assurances

Upon MedNexs’s reasonable request, Buyer shall execute and deliver all necessary documents and take additional actions to fulfill the intent of this Agreement.

20. Assignment; Successors and Assigns

Buyer may not assign any rights or delegate any duties under this Agreement without prior written consent from MedNexs. Any unauthorized assignment or delegation shall be void.

If Buyer uses third-party financing for Equipment, Buyer may direct MedNexs to transfer title to the financing company, but the terms of this Agreement will remain binding. This Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns.

21. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Except as provided in Section 16, no third party shall have any rights, benefits, or remedies under this Agreement.

22. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding its conflict of law principles. Any disputes, claims, or controversies arising from or related to this Agreement shall be resolved exclusively in the state or federal courts located in Denver, Colorado. Both parties consent to the jurisdiction and venue of these courts.

23. Non-Disparagement

Buyer agrees not to make any public statements, whether oral or written, that disparage MedNexs, its trademarks, products, services, or reputation. This includes refraining from presenting MedNexs-related items in a derogatory or negative manner in any forum or publication.

24. Notices

All notices, demands, or communications required or permitted under this Agreement shall be considered effectively given when:

1. Personally delivered.
2. Sent by electronic mail with confirmation of receipt.
3. Delivered via overnight courier.
4. Sent by certified or registered mail, return receipt requested, to the address specified on the Quote or any updated address provided in writing by either party.

25. Public Announcements

Neither party shall issue press releases, advertisements, or public statements regarding the relationship established under this Agreement or its terms without prior written consent from the other party, except as required by law or regulatory authorities.

26. Entire Agreement; Additional or Inconsistent Terms

This Agreement, including the Quote, constitutes the entire understanding between the parties concerning the subject matter hereof. Any prior agreements, discussions, or representations, whether oral or written, are superseded by this Agreement.

Any terms or conditions proposed by Buyer that differ from or conflict with this Agreement shall not apply unless expressly accepted in writing by MedNexs. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s additional or conflicting terms.

27. Waiver

No waiver of any rights or remedies under this Agreement shall be effective unless made in writing and signed by the waiving party. A waiver on one occasion does not constitute a waiver on future occasions. Failure to enforce any provision shall not be deemed a waiver of that provision or any other rights.

28. Survival

The following provisions shall survive the termination or expiration of this Agreement: Sections 10 (Limitation of Liability), 12 (Proprietary Rights), 13 (Confidential Information), 14 (Non-Solicitation), 15 (Equitable Remedies), 16 (Indemnification), 21 (No Third-Party Beneficiaries), 22 (Governing Law; Venue), and any other provisions necessary to effectuate the intent of the Agreement.

29. Relationship of Parties

This Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the parties. Neither party may bind the other or make commitments on the other’s behalf without explicit written consent.

30. Headings

Section headings in this Agreement are for convenience only and do not affect the interpretation of the provisions.

31. Order of Precedence

In the event of a conflict between the Quote, a written agreement signed by an authorized MedNexs officer, and these Terms, the order of priority shall be:

1. The signed written agreement by MedNexs.
2. The Quote.
3. These Terms.

MedNexs explicitly rejects any terms or conditions from Buyer that conflict with this Agreement, whether included in purchase orders, receipts, or other documents.

32. Severability

If any provision of this Agreement is deemed invalid, illegal, or unenforceable, it shall be severed from the Agreement, and the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with one that closely reflects their original intent and preserves the Agreement’s purpose.

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