Terms and Conditions for Sales to USA and Canada

As used in this document, the terms "Seller" means Sonora Medical Systems and "Buyer" means the purchaser of a good or service from Sonora Medical Systems. Unless otherwise expressly provided with respect to a particular sale, all sales are made in accordance with and subject to the following terms and conditions:

1. Prices - All published prices or prices quoted by our representatives are subject to change without notice. Written quotations expire automatically 10 calendar days from the date issued and are subject to change or termination during that period. All prices are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms and conditions that are not part of the original price quotation. Prices are exclusive of all excise, sales, import, use and other taxes imposed by any state, municipal or other government authority, all of which taxes shall be paid by the Buyer. The Buyer shall be responsible for obtaining and providing to the Seller any certificate of exemption or similar document required to exempt any sale from sales tax, use or similar tax liability. All prices shall be as specified by Seller or, if no price has been stated, shall be Sellers price in effect at the time of delivery.
2. Payment Terms - Unless otherwise expressly stated in writing, terms for shipments to USA and Canada are net cash on or before the 30th day following the date of invoice. The Seller reserves the right at any time to require fully are partial payment in advance if, in the Sellers judgment, the Buyers financial condition does not warrant proceeding on the terms specified. Overdue payments shall be subject to finance charges computed at a perdiodic rate of 1.5% per month (18% per year). Invoice are payable in United States currency only.
3. Sonora Bank Account Information - For payments made by wire transfer, please make payments to:
   
   Acoustic Marketing Research, DBA: Sonora Medical Systems
   1751 South Fordham Street
   Suite 100
   Longmont, CO 80503
   Ph. (303) 682-5871
   
   Wells Fargo Bank, N.A.
   420 Montgomery St.
   San Francisco, CA 94104
   
   Wire Routing Number:
   121000248
   Beneficiary Account Number (BNF):
   1828073057
   Checking Account:
   FOR DEPOSIT ONLY
   
   
4. Delivery - Unless otherwise specified, all sales are Freight-On-Board (F.O.B.) Sellers premises in Longmont, Colorado. Without in any way limiting the generality of Paragraph 9, the Seller shall not be liable for any loss or damage resulting from any delay in delivery or failure to deliver shich is due to any cause beyond the Sellers control including, without limitation, acts of nature, unavailability of supplies or sources of energy, riots, wars, fires, epidemics, lockouts, strikes and slowdowns, delays in delivery by the Sellers suppliers, or acts or omissions of the Buyer. In the event of delay due to any such cause, time for delivery shall be extended for a period equal to the duration of the delay and the Buyer shall not be entitled to refuse delivery or otherwise ne relieved of any obligations as a result of the delay. If as a result of any such cause, any scheduled delivery is delayed for a period in excess of 60 days, Seller may at their option, by written notice to the Buyer, cancel that and all future deliveries without further liability or obligation of any kind. Products on which delivery is delayed due to any cause within Buyers control may be placed in storage by us at the Buyers risk and for its account.
5. Shipment - Unless specified instructions to the contrary are supplied by the buyer, methods and routes of shipment will be selected by the Seller. However, by so doing the Seller will not thereby assume any liability in connection with shipment nor constitute any carrier as the agent of the Seller. All shipments will be insured at the Buyers expense and made at the Buyers risk, and the Buyer shall be responsible for making all claims with carriers, insurers, warehousemen and others for misdelivery, non-delivery, loss, damage or delay.
6. Title and Risk of Loss - Subject to the Sellers right to stop delivery of products in transit, title to and risk of loss for products sold hereunder shall pass to the Buyer upon the earlier of delivery to the Buyer or to a carrier for the Buyer.
7. Returns - Products are not in any event to be returned to the Seller without the Sellers prior written authorization. Returns are subject to a minimum 20% restocking fee. Returns will not be accepted after 30 days.
8. Termination - Any order for a price list item accepted by the Buyer prior to delivery shall be subject to a termination charge of not less than 10% of the order value to cover costs of processing and the order handling. No order for custom products may be terminated by Buyer except by mutual agreement. Terminations by mutual agreement are subject to the following conditions: (1) the Buyer will pay, at applicable contract prices, for all products which are completely manufactured and allocable to the Buyer at the time of the Sellers receipt of notice of termination. (2) The Buyer will pay all costs, direct and indirect, which have been incurred by the Seller with regard to products which have not been completed manufactured at the time of the Sellers receipt of notice of termination plus a pro-rata portion of normal profit on the contract (3) the Buyer will pay a termination charge on all other products affected by the termination; the Sellers normal accounting practices shall be used to determine costs and other charges.
9. Product Warranty and Claims - Sonora Medical Systmes warranties their products and services for conformance with published specifications. All claims for nonconformity or defective products must be made to the Seller in writing within 90 days after delivery unless an extended warranty period is offered in writing by Sonora. The Sellers sole responsibility with respect to such claims shall be, at its option, to repair or replace any product or component thereof which it determines to be defective. In no event shall the Seller be liable for any incidental or consequential damages due to any cause whatsoever.
   
   THE FOREGOING CONSTITUTES THE SELLERS SOLE LIABILITY AND THE BUYERS SOLE REMEDY WITH RESPECT TO THE PRODUCTS SOLD HEREUNDER. EXCEPT AS THUS PROVIDED, THE SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SONORA DOES NOT SUPPORT WARRANTY CLAIMS ON ANY PRODUCT THAT HAS BEEN ABUSED DELIBERATELY OR BY ACCIDENT.
   
   Written warranty calims shall be made to:
   
   Sonora Medical Systems
   2021 Miller Dr.
   Longmont, CO 80501 USA
   
   
10. Limitation of Liability - The liability, if any, of Sonora Medical Systems for damages whether arising from breach of the terms in this quotation, breach of warranty, negligence, indemnity, strict liability or other tort, or otherwise with respect to the products and services is limited to an amount not to exceed the price of the product or service giving rise to the liability.
    
    IN NO EVENT SHALL SONORA MEDICAL SYSTEMS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES WHETHER ARISING FROM BREACH OF THE TERMS IN THIS QUOTATION, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER TORT. SMS SHALL HAVE NO LIABILITY FOR ANY GRATUITOUS ADVICE PROVIDED TO THE CUSTOMER.
    
    
11. Patents - We assume no obligation of liability with respect to infringements of United States or foreign patents, copyrights, trademarks or other proprietary rights arising out of the Buyers purchase use, possession, sale or delivery of any products sold hereunder. The Buyder shall indemnify and hold the Seller harmless from any and all claims, liabilities, damages, or expenses resulting from infringements or alleged infringements of United States or foreign patents arising from compliance by the Seller with any designs or specifications provided by the Buyer. No sale of any product shall be construed as granting to the Buyer any license or right in or to any patent, copyright, trademark or other proprietary right applicable to the product.
12. Assignment - The Buyer shall not delegate any duties nor assign any rights or claims hereunder without prior written consent of the Seller, and any such attempted delegation or assignment shall be void.
13. Governing Law - Any contract made hereunder shall be governed by and interpreted, construed and enforced in accordance with the laws of state of Colorado, United States of America.
14. Additional or Inconsistent Terme - Terms and conditions set forth in any document provided by the Buyer to the Seller which differ from, conflict with or are not included in the terms and conditions set forth herein shall not become a part of any agreement between the Seller and the Buyer unless such terms and conditions set forth herein shall not become a part of any agreement between the Seller and the Buyer unless such terms and conditions are specifically accepted in writing by the Seller. To the extent that this document may constitute an acceptance, such acceptance is expressly conditioned on the Buyers assent to any additional or consistent terms and conditions set forth in this document.
15. Security Interest - Seller reserves and the Buyer grants to the Seller a security interest in all products sold and all proceeds to secure the full payment and performance by the Buyer of its liabilities and obligations to Seller. The Buyer acknowledges that this document or copies of this document may be filed with the appropriate authorities as a financing statement and agrees to execute and deliver such other documents as we might request in order to perfect our security interest.
16. Installation - Unless otherwise specified, Seller assumes no obligation to install any products sold or to place them in working order at the Buyers premises.
17. Specifications - All products are subject to our standard tolerance for specifications. Seller reserves the right to make substitutions and modifications in the specifications of any products provided substitutions or modifications do not materially affect the performance of the products or the purposes for which they can be used.
18. Shipping and Packaging Instructions - All shipments made by Buyer to Seller shall be done in accordance with the Sonora "Packaging Guidelines" appended to this document as applicable.

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