These Terms and Conditions of Sale, hereinafter referred to as the “Contract,” epitomize the essence of all transactions conducted by Novaforge Medical, Inc. (“Seller”) pertaining to the exchange of goods or services (“Goods”) with any entity or individual (“Buyer”). The symbiotic relationship established by this Contract supersedes any antecedent negotiations, contracts, or discussions, be they inscribed or oral, and constitutes the full spectrum of agreements between Seller and Buyer. It is immutable that the acceptance of any offer by Buyer to procure Goods is contingent upon Buyer’s unreserved adherence to these Terms and Conditions. Any attempt to modify, amend, or contravene the terms herein, whether via Buyer’s documentation or verbal communication, is categorically repudiated, unless explicitly assented to in writing by a duly authorized representative of Seller. Seller reserves the prerogative to amend or annul these Terms and Conditions at its discretion prior to acceptance. Furthermore, both parties concur that the transactions contemplated herein are not consumer transactions.

The stipulated prices are exclusive of any taxes, duties, or levies imposed by federal, state, or local authorities on the Goods. Any such taxes shall be borne by Buyer in addition to the agreed price. In the event that Seller is compelled to prepay any such tax, Buyer undertakes to reimburse Seller accordingly. Buyer is mandated to furnish Seller with a valid resale or tax exemption certificate, if applicable. All payments must be made in legal tender (U.S. Dollars) without offset or deduction, within the timeframe specified by Seller or, in the absence of such specification, within thirty (30) days from the date of invoicing (NET 30). Seller reserves the right to withhold acceptance of an order or dispatch of Goods until full payment is received. Unpaid sums shall accrue interest at the rate of 1.5% per month, not exceeding the maximum permissible limit. Buyer shall indemnify Seller for reasonable costs, including attorney fees, incurred in the collection of overdue amounts. Dispute or contention shall not justify withholding or offsetting any payment. In addition to the base price, invoices may encompass ancillary fees such as medical device excise taxes, shipping and handling charges, credit card fees, and others as applicable. Orders below $100.00 are subject to a minimum order fee of $10.00. Seller retains the right to rectify errors in pricing or billing and shall duly notify Buyer of any corrections; failure to accede to the corrected price may result in order cancellation, save for reimbursement if advance payment has been made.

Delivery of Goods shall be construed as FOB Origin, Freight Prepaid and Charged Back, whereby Seller bears freight charges initially, subsequently adding them to the invoice; Buyer is liable for the aggregate freight, handling, and processing costs and assumes ownership during transit. Seller shall exert reasonable endeavors to adhere to scheduled shipment and delivery dates, though no explicit guarantees are made in this regard. Seller assumes no liability for losses, damages, expenses, or liabilities arising from delayed shipment or delivery.

Irrespective of the agreed delivery terms or prepayment of transportation or insurance expenses, title and risk of loss or damage transfer to Buyer upon delivery to a designated carrier or upon placement into storage, whichever occurs first.

Buyer bears the onus of inspecting all Goods prior to acceptance. Failure to notify Seller in writing of any defects or non-conformities within five (5) business days of receipt shall constitute deemed acceptance by Buyer.

Seller guarantees that Goods shall be devoid of defects in material and workmanship for the warranty duration stipulated in Seller’s quotation or Order Acknowledgment (commencing from the original shipment date). Services rendered by Seller shall be executed with a standard of reasonable care and skill consistent with industry norms. Warranty claims must be submitted in writing within the specified period. Warranty coverage may be prorated by Seller, contingent upon the remaining term of the warranty. Manufacturer warranties, if applicable, shall be transmitted to Buyer. This warranty is contingent upon prescribed conditions, including proper installation, maintenance, and operation within specified parameters. Modifications to Goods by Buyer shall nullify this warranty.

Fulfillment of warranty obligations by Seller encompasses repair, replacement, or refund, at Seller’s discretion. Any other warranties, whether express or implied, including those of merchantability, non-infringement, or fitness for a particular purpose, are expressly disclaimed by Seller.

Seller disclaims any liability for losses or damages resulting from erroneous or incomplete information provided by Buyer. Seller’s liability for any claims arising from or related to this Contract or Goods shall not exceed the purchase price paid by Buyer.

Any equipment malfunction or defect occurring during the applicable warranty period must be reported promptly to NovaForge Medical. Customer must provide the applicable Purchase Order number, equipment model, serial number, and any other identifying information requested by NovaForge Medical. Return requests cannot be processed without this information. NovaForge Medical may require reasonable troubleshooting before authorizing a return. If the issue cannot be resolved and NovaForge Medical determines that the equipment should be returned, NovaForge Medical will issue a Return Material Authorization (“RMA”) number and provide applicable return instructions. All authorized equipment returns must include the RMA documentation provided by NovaForge Medical. The RMA number must be clearly identified on the outside of the shipping package and on the applicable shipping documents. Customer is responsible for properly packaging and shipping the equipment to NovaForge Medical unless otherwise agreed in writing. Customer assumes the risk of loss, theft, delay, or damage while the equipment is in transit to NovaForge Medical. NovaForge Medical is not responsible for equipment returned without prior authorization or without a valid RMA number. Unauthorized returns may be refused or returned to Customer at Customer’s expense. Customer shall be responsible for any shipping costs, storage charges, losses, damage, theft, or other expenses associated with equipment returned without proper authorization.