AKW Medical, Inc.

Terms & Conditions for Sales and Services

1. Definitions

1. “Customer” means the party identified on the Service Order, Sales Order, Quote, or Invoice contracting with AKW MEDICAL, INC. for the purchase of Goods and/or Services.
2. “On-Site Calibration” means calibration or other services performed by AKW MEDICAL, INC. at the Customer’s facility.
3. “AKW MEDICAL, INC.” means the supplier or service provider of the Goods and/or Services, located at 1965 Gillespie Way, Suite 105, El Cajon, CA 92020.
4. “Third Party Supplier” means any supplier, manufacturer, service provider, business partner, affiliate, broker, distributor, or agent contracting with AKW MEDICAL, INC. for Goods and/or Services.

2. General

1. These Terms & Conditions shall prevail over any other Customer documentation or communication unless otherwise expressly stated in writing by AKW MEDICAL, INC.
2. These Terms & Conditions may not be modified, amended, revised, substituted, or otherwise changed except with prior written consent from AKW MEDICAL, INC.
3. AKW MEDICAL, INC. will not process any order until it receives a Purchase Order, Purchase Order Number, or signed Quote from Customer via email, unless otherwise agreed in writing in advance.

3. Price and Payment

1. Unless otherwise agreed in writing, payment terms for all Goods and/or Services are Net 30 days from the Invoice Date, payable in U.S. dollars.
2. Late Payments: Any invoice not paid within 30 days of the Invoice Date is subject to the following unless other terms have been agreed to in writing:
   1. Customer agrees to reimburse AKW MEDICAL, INC. for all costs incurred in collecting overdue payments, including attorneys’ fees, court costs, and collection agency fees. AKW MEDICAL, INC. may also suspend delivery of Goods or performance of Services until payment is received.
   2. All discounts may be voided if payment is not received within Net 30 days from the Invoice Date.
3. Sales Orders and Invoices may include additional charges as applicable, including but not limited to taxes, shipping, handling, processing fees, credit card fees, rush fees, minimum order fees, exchange fees, drop ship fees, manufacturer fees, convenience fees, and similar charges.
4. In-shop services carry a minimum charge, which is due whether or not the equipment is successfully repaired. If AKW MEDICAL, INC. can repair the equipment within the one-hour minimum charge, it reserves the right to do so. Contact office for pricing.
5. AKW MEDICAL, INC. reserves the right to correct pricing, discount, or billing errors, including typographical or formula errors, and will notify Customer of any corrected pricing.
   1. If Customer does not accept the corrected price, AKW MEDICAL, INC. may cancel the order without further obligation, except to refund any advance payment and return Customer property as applicable.
6. All goods purchased from Third Party Suppliers on behalf of Customer remain the property of AKW MEDICAL, INC. until full payment is received.
7. AKW MEDICAL, INC. may change pricing, promotions, or offerings at any time. Once a Customer Purchase Order has been received, pricing for that specific order remains fixed. No refund will be issued if pricing later decreases.
8. Prices exclude taxes and duties unless otherwise expressly stated.
9. Orders under $50.00 may be subject to a $25.00 minimum order fee.
10. A $25.00 handling fee will be added for each box processed at an AKW MEDICAL, INC. facility, regardless of unit count or box weight.
11. A travel fee applies to all on-site service calls, and pickup/deliveries. Call office for pricing.

4. Customer Obligations

1. Customer is responsible for identifying the type of service required, including preventive maintenance (PM), repair, or other service.
2. Customer must respond to AKW MEDICAL, INC. communications in a timely manner to ensure prompt and quality service. If Customer does not respond within three (3) days of receiving a repair estimate, AKW MEDICAL, INC. may return the device to Customer as-is. Any added cost for additional on-site visits or deliveries is the responsibility of the Customer.
3. Customer may not withhold payment due to any setoff, dispute, breach claim, bankruptcy, or similar matter involving AKW MEDICAL, INC.
4. Batteries, cords, and other accessories may be supplied by AKW MEDICAL, INC. for an additional charge. Customer may instead provide their own accessories.
5. Customer agrees that disassembly of a unit may be necessary to investigate, diagnose, and evaluate equipment that is out of tolerance or otherwise malfunctioning. Customer authorizes AKW MEDICAL, INC. to disassemble units as reasonably necessary.
   1. If additional charges beyond the original troubleshooting charge are required, Customer approval may be requested in writing before further work proceeds.
   2. AKW MEDICAL, INC. will not proceed with additional Services until new or amended approval is received from Customer.

5. AKW Medical, Inc. Obligations

1. AKW MEDICAL, INC. utilizes procedures designed to meet Customer PM program requirements in accordance with OEM specifications.
2. AKW MEDICAL, INC. will provide service records as requested by the Customer.
3. Unless otherwise specified, AKW MEDICAL, INC. will place a PM sticker indicating the service date and next service due date on the device.
4. AKW MEDICAL, INC. will perform Services with reasonable skill and care and in accordance with recognized NFPA standards
5. Upon request, AKW MEDICAL, INC. will make the following available to Customer:
   1. Access to records relating only to the requesting Customer’s activity, as required.
   2. Service data and related results.

6. On-Site Service

1. AKW MEDICAL, INC. charges a minimum of one hour for all on-site service, plus travel and fuel. If service is completed within one hour, no additional service labor charges will be invoiced. If service exceeds one hour, Customer will be notified and written approval will be required before proceeding.
2. Customer must provide the following information:
   1. The service address, parking instructions, entry instructions, and location of the instruments identified on the asset list. Instruments must be available and organized in one location before the scheduled date. Depending on account size, AKW MEDICAL, INC. requests that Customer group like equipment together for technician efficiency.
   2. Name, phone number, extension, email, or other contact details for Customer’s authorized representative.
   3. A list of instruments to be serviced, including manufacturer, model, Customer asset number, serial number, and quantity.
   4. Any special calibration preferences or requirements at least ten (10) business days before the service date.
3. Failed Preventive Maintenance: If an instrument fails PM after attempted service, AKW MEDICAL, INC. will provide a Fault Report in person or by email.
   1. Customer may authorize AKW MEDICAL, INC. to perform repairs. The technician will determine whether repair can be completed on-site. If so, written approval is required before repair begins, and Customer agrees to be invoiced accordingly.
   2. If repair cannot be performed on-site, Customer must request in-shop service.

7. Confidential Information

1. Both AKW MEDICAL, INC. and Customer shall treat all information received from the other party as confidential. AKW MEDICAL, INC. is committed to impartiality and confidentiality.

8. Limitation of Liability

1. Customer agrees to conduct a performance test for all instruments, products, and services provided by AKW MEDICAL, INC. If any instrument does not pass such performance test, Customer must provide written notice to AKW MEDICAL, INC. within five (5) business days of receipt.
2. AKW MEDICAL, INC. accepts no responsibility or liability for instruments not used as intended, used incorrectly, or physically abused by the operator.
3. IN NO EVENT SHALL AKW MEDICAL, INC. BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, DIMINUTION OF VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. IN NO EVENT SHALL AKW MEDICAL, INC.’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS & CONDITIONS EXCEED THE TOTAL AMOUNTS PAID TO AKW MEDICAL, INC. FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM.

9. Warranty

1. New products purchased through AKW MEDICAL, INC. are subject to the manufacturer’s warranty as stated in the applicable manufacturer’s manual. If a manufacturer defect occurs during the warranty period, Customer must give written notice to AKW MEDICAL, INC., and AKW MEDICAL, INC. will coordinate with the manufacturer regarding repair or replacement. .
2. Refurbished equipment carries a limited 6 month warranty and does not cover user damage.
3. Customer acknowledges that AKW MEDICAL, INC. is not the manufacturer and does not provide any warranty of merchantability or fitness for a particular purpose.
4. AKW MEDICAL, INC. warrants that any instrument serviced by AKW MEDICAL, INC. and found to be out of tolerance within five (5) days of Customer receipt, due to errors in AKW MEDICAL, INC.’s service process, will be re-serviced or repaired at no charge upon verification.
   1. If the instrument cannot be verified as out of tolerance, Customer may be charged for the verification process.

10. Cancellations

1. Product orders cannot be cancelled once placed, as items may be built to order.
2. Either party may cancel scheduled on-site service by providing written notice at least thirty (30) days before the scheduled service date.
3. Depot calibrations and depot services cannot be cancelled once the estimate has been approved by AKW MEDICAL, INC.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations when such delay or failure results from events beyond its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire, equipment breakdown, or shortages of raw materials. The affected party shall be entitled to a reasonable extension of time for performance.

12. AKW Medical, Inc. Property

The contents of the AKW MEDICAL, INC. website may not be copied, reproduced, distributed, republished, displayed, posted, or transmitted in any form or by any means without prior written permission from AKW MEDICAL, INC. Calibration certificates may not be reproduced except in full unless written permission for publication of an approved abstract is obtained from the issuing calibration organization.

13. Severability

If any provision of these Terms & Conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed and the remaining provisions shall remain in full force and effect.

14. Waiver

No waiver of any provision of this Agreement shall be enforceable unless it is in writing and signed by the party against whom enforcement is sought.

15. Governing Law

These Terms & Conditions, and all matters arising out of or relating to them, shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. Venue for any action or proceeding shall lie in San Diego County, California.