The prices shown on the Purchase Agreement are F.O.B. Summit Surgical Technologies location in Aurora, Co, and they are valid for 30 days from the quote date. All transportation, license fees, custom duties and other such charges shall be paid by Buyer. There shall be added to the prices shown on the reverse side of this Purchase Agreement to the amount of any applicable sales, use or other taxes, however designated, levied or based on such prices or on this agreement or the sale or use of the Equipment. Including state and local privilege or excise taxes based upon gross revenue, and any taxes or amounts in lieu thereof. Any personal property taxes assessable on the Equipment after delivery to the carrier shall be borne by the Buyer. Prices and Terms are subject to change without notice.

There will be a 1.5% finance charge per month on all unpaid invoices.

Summit Surgical Technologies guarantees all reconditioned instruments to be free from defects for 90 days from date of delivery to the customer. If a part is found to be defective, we will send you a replacement part at no cost. We will also repair at no charge any instrument that is returned to us during the warranty period. We offer free technical support by telephone, fax, or e-mail at service@summitsurgicaltech.com during normal business hours where we will answer all questions relating to service and installation. Summit Surgical Technologies also offers extended warranties, service contracts. All new equipment, consumables, parts, and reagents are warranted by the original manufacturer for up to one year, depending on the item. Buyer’s sole and exclusive remedy against Summit Surgical Technologies in the event of a breach of the warranties granted herein shall be for the repair or replacement of defective parts. The choice between repair or replacement of any such defective parts shall be made at the sole discretion and election of Summit Surgical Technologies. Buyer agrees no other remedy, INCLUDING, BUT NOT LIMITED TO INCIDENTAL OR CONSEQUENTIAL LOSS SHALL BE AVAILABLE TO BUYER.

Seller retains, until Buyer performs all of its obligations hereunder, including without limitation, payment in full of the purchase price, a PURCHASE MONEY SECURITY INTEREST in the Equipment, including all accessories and replacements thereto and the proceeds thereof to secure performance of all such obligations of Buyer. Buyer agrees, upon demand by seller to promptly execute any financing statement, application, or registration of other documents necessary and to take any other action deemed necessary or desirable by seller in order to perfect Seller’s security interest. Buyer hereby appoints Seller as its attorney-in-fact to prepare, sign and file or record for the Buyer, in Buyer’s name, any such documents. Buyer agrees to keep the equipment in good order and repair until full purchase price has been paid. Buyer shall not attempt to transfer an interest in the Equipment until said purchase price has been paid in full.

Failure of Buyer to perform its obligations hereunder, including but not limited to payment in full of purchase price, insolvency, bankruptcy, assignment for the benefit of creditors or dissolution, liquidation, or closing of business by Buyer, shall constitute a default under this Agreement and shall afford the Seller all remedies of a secured party under the Uniform Commercial Code of the State of Colorado.

Fulfillment of this order is contingent upon the availability of materials. Seller shall not be liable for any delay in delivery or for non-delivery in whole or in part caused by the occurrence of any contingency beyond the control of either the Seller or suppliers to the Seller including but not limited to: war, sabotage, acts of civil disobedience, failure or delay in transportation, act of any government or agency for subdivision thereof, judicial action, labor dispute, fire, accident, explosion, epidemic, quarantine, restrictions, storms, flood, earthquake, or acts of God, shortage of labor, fuel, raw materials, or machinery or technical failure where Seller has exercised ordinary care in the prevention thereof. If any contingency occurs, Seller may allocate production and deliveries among Seller’s customers.

Risk of loss or damage to the Equipment shall pass to Buyer upon delivery of the Equipment to the Buyer (regardless of whether payment has been made). Seller will insure to full value the Equipment shipped or declare full value thereof to the transportation company at the time of the shipment. Confiscation or destruction of, or damage to the Equipment following shipment shall not in any way affect the liability of Buyer to pay the purchase price. Buyer shall inspect the Equipment upon receipt and notify Seller within 24 hours following delivery when there is evidence of shipping damage. Buyer’s failure to notify Seller of shipping damage within 24 hours of delivery shall constitute a waiver by Buyer of any such claim.

This agreement may not be assigned, in whole or in part, without the written consent of the non-assigning party. Buyer agrees to pay seller’s reasonable attorney fees and other costs and expenses incurred by Seller in connection with the enforcement of this agreement, whether or not suit is ultimately filed.

This agreement may not be assigned, in whole or in part, without the written consent of the non-assigning party. Buyer agrees to pay seller’s reasonable attorney fees and other costs and expenses incurred by Seller in connection with the enforcement of this agreement, whether or not suit is ultimately filed.

Buyer shall indemnify and hold Seller harmless (including, without limitation, Seller’s reasonable attorney fees and cost) from any claim arising out of or relating to (a) damage, injury or claim arising from any fault or neglect of Buyer, Buyer’s employees, agents and licensees, or any person not party hereof, or (b) to the extent that Equipment is manufactured according to Buyer’s specifications and/or drawings, any charge that said Equipment infringes any patent or other proprietary right of any other person.

Should any dispute arise between the parties to this agreement arising out of, or relating to this Agreement, and such dispute cannot be resolved informally, the parties agree to submit such dispute to binding arbitration in the City and County of Denver, Colorado, governed by the Commercial Arbitration Rules of the American Arbitration Association, and the parties agree that this agreement to arbitrate, and well as any award by the arbitrator(s) pursuant thereto, shall be specifically enforceable in any court having jurisdiction over this Agreement. The prevailing party in such arbitration shall be entitled to recover its reasonable attorney fees and costs, including the cost of the arbitration.

Buyers will be charged a restocking fee for all returned goods with prior approval and RGA number. No return will be accepted without RMA number. Return policy is based on 30 day from date of delivery with a 25% restocking fee. No return will be accepted after 30 day upon delivery without approval. Returns not allowed on reagents, consumables, and other perishables.

This purchase Agreement and its enforcement shall be governed by, and construed in accordance with the laws of the State of Colorado.

This Agreement, (which consists of this PURCHASE AGREEMENT and any other necessary documents) constitutes the entire understanding between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter. Any modification to this agreement must be in writing and signed by all parties to this agreement. Buyer’s order will be governed by the terms and Conditions of this Agreement and any provision of Buyer’s own purchase order, which in any manner differs from or is in addition to the provision of the Agreement, shall be of no force or effect. By signing this agreement Buyer expressly agrees to be bound by the terms and conditions hereof, notwithstanding any terms and conditions in any manner differs from or is in addition to the provision(s) of this Agreement shall be of no force or effect.

If any provision(s) of this agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.