TERMS & CONDITIONS

1. General. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Connecticut. This constitutes the entire agreement between Buyer and Supplier with respect to the purchase and sale of the products described on the face of hereof and only representations or statements contained herein shall be binding upon Supplier as a warranty or otherwise. Acceptance or acquiescence in the course of performance rendered pursuant hereto shall not be relevant to determine the meaning of this writing even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. No addition to or modification of any of the terms and conditions specified herein shall be binding upon Supplier unless made in writing and signed by a dully authorized representative of supplier. The terms and conditions specified shall prevail notwithstanding any variance from the Terms & Conditions of any order or other form submitted by buyer for the products set forth on this Agreement “Product”. To the extent that this writing may be treated as an acceptance of buyer’s prior offer, such acceptance is expressly made conditional an assent by buyer to the terms hereof, and, without limitation, acceptance of the goods by buyer shall constitute such assent. All cancellations and reschedules require minimum of thirty (30) days notice. Soma Technology, Inc. shall not be liable for any defects, non-performance, or performance of equipment not within the manufacturer’s specifications or tolerances that result from the buyer’s failure to use and maintain the equipment in accordance with the manufacturer’s recommendations, guidelines or due to normal wear.

2. Delivery and Risk of Loss. All deliveries shall be F.O.B. Soma Technology, Inc. unless stated otherwise in the invoice. All demo, used and refurbished products are subject to availability.

3. Terms of Payment. Unless otherwise stated, payment by the buyer is due thirty (30) days from the shipping date appearing on the Soma Technology, Inc. invoice. Any amount payable hereunder, which remains unpaid after the due date shall be subject to a late charge of 1.5% per month from the due date until such amount is paid. Payment may be made by check, irrevocable Letter of Credit or wire transfers. Prices are in U.S. dollars and are subject to change without notice. Furthermore, purchaser is liable for all collection fees.

4. Warranty. Unless otherwise stated, all items are sold with a ninety (90) day or one (1) year warranty from the date of shipment. During such period Soma Technology, Inc. will, at no charge to the customer, either repair or replace (at Soma Technology, Inc. sole option) any part of the equipment found by Soma Technology, Inc. to be defective in material or workmanship. Buyers must comply with all applicable FDA guidelines regarding sale and use of medical equipment in the United States. All refurbished items are subject to prior sale.

5. Soma Returns Policy. Before any item is returned, a Soma representative must issue an RMA (return merchandise authorization) which needs to be displayed on the outside of the box. No returns will be accepted without an RMA. All returned/cancelled items are subject to a 25% restocking fee.
Freight/shipping charges associated with the returned items are the responsibility of the customer. Freight for returned items must be shipped prepaid.
Freight on warranty repairs. Customer pays freight to ship to Soma for warranty work. Soma pays the freight to ship items back to the customer once they have been repaired.

6. Limitations of Liability. We will in no event be liable for any direct, indirect, special, incidental or consequential damages whatsoever, whether grounded in tort (including negligence), strict liability or contract. It is agreed by and between the parties that all disputes and matters whatsoever arising under, in correction with or incident to this contract shall be litigated, if at all, in and before a court located in the state of Connecticut, to the exclusion of the courts of any other state or country.

7. Title to Products. Title to and right of possession of the products sold hereunder shall remain with Supplier until all payments provided hereunder shall have been made in full, and buyer agrees to do all acts necessary to perfect and maintain such right and title in supplier. Failure of the buyer to pay the purchase price for any product when due shall give the supplier the right, without liability, to repossess such product, with or without notice, and to avail itself of any remedy provided by law.

8. Attorneys Fees and Costs. Purchaser will pay all costs and expenses relating to enforcement or preservation of Soma Technology, Inc. rights under this agreement, including reasonable attorney’s fees. Should the court find that any term within the contract are rendered void or voidable and or are deemed to be illegal, those terms will be severed and the remaining portion will remain.