Standard Terms and Conditions of Sale for Devices

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ARTEMIS DISTRIBUTION, LLC (the “Distributor”) and the Buyer (as specified on the Purchase Agreement to which these Terms and Conditions are attached) agree to the following terms and conditions to govern their contract as to the equipment and/or services ordered herein:

Payment & Pricing:

1. The Buyer will pay the agreed purchase price as outlined in the Purchase Agreement.
2. The Buyer agrees to the payment terms included in the Purchase Agreement.
3. The Buyer cannot advertise or sell the equipment on discount websites.
4. Cancellations before shipment will incur a 10% restocking fee.
5. Once the equipment ships, the sale is final, and cancellations are not allowed.

Grant of Security Interest:

1. The Buyer grants the Distributor a first priority security interest in all Equipment to secure payment of the purchase price.
2. The Buyer allows the Distributor to file financing statements needed to protect this security interest.
3. The Distributor can assign or transfer documents showing the Buyer’s debt and related rights.
4. The Buyer agrees to pay any taxes related to the filing of these financing statements or will reimburse the Distributor if the Distributor pays those taxes.

Business Name Restriction:

1. The Buyer agrees not to use the equipment’s brand name (or similar variations) in their business name or on social media.

Consumables:

1. The Buyer must use only the specified consumables with the equipment.
2. Using other products will void the warranty, and the Buyer will be responsible for any damage.
3. Reselling consumables is prohibited, and doing so allows the Distributor to terminate this agreement.

Delivery/Claims:

1. The Distributor will deliver the Equipment to the location specified in the Purchase Agreement.
2. The Delivery Date is a target and reflects the expected delivery on the date the Distributor accepts the Purchase Agreement.
3. The Distributor is not responsible for any loss or damage if the Equipment is not delivered by the Expected Delivery Date, regardless of whether the fault lies with the Distributor or a chosen carrier.
4. The Distributor is also not liable for any losses from delivery delays caused by damage to the Equipment during transit.
5. The Buyer must either accept delivery or provide shipping instructions within ten (10) days after being notified of the Purchase Agreement submission.
6. If the Buyer fails to provide this information on time, the Distributor can either store the Equipment and charge for storage, sell the Equipment at public or private sale, or take other actions as needed.

Exclusivity:

1. Both parties agree that this Agreement does not stop the Distributor from working with or supplying equipment to other parties, even if they are nearby the Buyer.
2. The Buyer acknowledges that it cannot hold the Distributor responsible for any losses it might experience due to the Distributor’s contracts with other parties.

Force Majeure:

1. Performance of this contract (except for payment obligations) can be paused due to force majeure events, with neither party liable for any resulting damages.
2. Force majeure includes natural disasters, war mobilization, government regulations, strikes, lockouts, droughts, floods, fires, transportation issues, defective materials, delays by suppliers, or other uncontrollable circumstances preventing manufacture or shipment.

Equipment Warranty & Care:

1. Unless stated otherwise in the quotation, the Distributor guarantees the Equipment will be in good working order and free from defects for the period specified in Schedule 1, starting from delivery date.
2. If defects due to poor workmanship or materials arise, a Distributor representative will repair or replace faulty parts.
3. The Buyer must return defective parts as instructed for repair or replacement.
4. This warranty is valid only if the Equipment is used properly and as intended; void if modified, altered, subjected to excessive stress, or if identification marks are removed or changed.
5. Repairs due to negligence or failure to follow care and cleaning protocols in Schedule 1 are the Buyer’s responsibility unless agreed otherwise.
6. Cleaning Protocols in Schedule 1 are part of the Agreement; failure to comply breaches the Agreement, voids warranty, and may lead to charges or termination.
7. Using consumables not purchased from Artemis voids warranty and may have similar consequences.
8. All other warranties, express or implied, including merchantability and fitness for a particular purpose, are excluded.

Equipment & Training:

1. The Distributor will provide training on equipment use.
2. The Buyer must ensure all users are properly trained and comply with laws.
3. The Buyer is responsible for correct use and preventing unauthorized resale.
4. Additional certifications may be requested but must be conducted by Distributor-certified trainers.
5. Failure to meet training requirements may result in restricted access to support, consumables, or marketing materials.

Notification of Sale to Third Party:

1. If the Buyer sells the equipment, they must notify the Distributor within 10 business days with the new owner’s contact details.

Disclaimer of Warranties:

1. The Distributor disclaims all liability and warranties concerning Equipment performance unless explicitly stated in writing.
2. No warranties express or implied of suitability for any particular purpose.
3. The Buyer agrees its selection is based on its judgment and not Distributor statements.
4. Distributor is not liable for special, incidental, consequential, or similar damages.
5. Manufacturer warranty responsibility lies solely with the manufacturer.
6. The Distributor acts only as certified sales, servicing, and repair representative.
7. Warranty claims require manufacturer approval; Distributor not liable for lost profits, use, data loss, or substitute equipment costs.

Limitation of Liability:

The Distributor is not liable for incidental, indirect, special, consequential, or other damages, regardless of contract or tort, including lost profits or equipment damage. The sole Distributor obligation is limited to express warranties in Paragraph 8. The Distributor is not liable for:

• Lost profits from Equipment failure
• Damages from missed delivery dates
• Lost profits due to plant shutdowns or work interruptions
• Losses from delayed warranty fulfillment
• Damages from delays in assembly or installation by Distributor personnel

Technical Information:

All technical data comes from the Manufacturer and may change without notice. Distributor is not responsible for misinformation from Manufacturer.

Risk of Loss & Insurance:

1. Risk of loss transfers to Buyer upon delivery to carrier at Distributor or manufacturer facility.
2. Distributor insures Equipment to full value during shipment or declares full value to carrier.
3. Buyer must provide and maintain insurance from time of delivery.
4. Buyer must inspect Equipment upon receipt and notify Distributor within 24 hours of shipping damage.
5. Failure to notify within 24 hours waives related claims.

Government Restrictions & Insurance:

1. Buyer responsible for complying with government regulations and legal purchase/use of Equipment.
2. Buyer must obtain personal injury or medical malpractice insurance.
3. Buyer must report adverse events to Distributor and authorities within 3 days and provide full report within 10 days.
4. Buyer certifies all information in this Agreement and Prescription Use Only Device Sales Form is truthful and accurate.
5. Buyer liable for inconsistencies, omissions, or false information.

Important Notice:

Federal and state laws restrict use and possession of this equipment to prescription medical professionals. Buyer responsible for compliance with all laws.

Assignment:

1. Buyer may not transfer this Agreement without Distributor’s written consent.

Release and Hold Harmless:

1. Buyer indemnifies and holds Distributor harmless from claims, including attorney fees, arising from:
• Damage or injury due to Buyer or affiliates’ fault or neglect
• Liabilities from Buyer’s breach of obligations
2. Distributor not liable for loss of profit, revenue, business, or reputation related to Buyer’s use or marketing of Equipment.

Governing Law & Dispute Resolution:

1. This Agreement governed by New York law.
2. Disputes resolved exclusively in New York courts.

Non-Circumvention:

1. Buyer may not contact Manufacturer or parties introduced by Distributor without Distributor’s written consent.

Entire Agreement:

1. This Agreement, including attachments, constitutes entire understanding and supersedes previous agreements.
2. Modifications must be in writing and signed by both parties.

Validity:

1. If any part is invalid, remaining provisions remain in effect.