These Terms and Conditions together with this agreement between Buyer and Unetixs Vascular, Inc. shall
apply to the sale to Buyer of all goods and services (including training, consultation, maintenance and other
services) purchased hereunder.
1. Terms and Conditions. This Agreement sets forth the sole and entire agreement between the parties
regarding the sale of goods and services herein and supersedes any contemporaneous oral agreements
between them regarding the same. Any alteration to these terms and conditions shall be effective only if
made in writing and signed by authorized representatives of both parties. Facsimile signatures shall be
effective to bind either Party to the terms hereof.
2. Payment, Price & Acceptance. All sales are final and payment for products and services are due upon
receipt of invoice, unless otherwise specified on the order. All prices are F.O.B. Unetixs Vascular, Inc.’s
designated shipping point. Title and risk of loss shall transfer from Unetixs Vascular, Inc. to Buyer at
Unetixs Vascular, Inc.’s designated shipping point. Prices do not include, and Buyer shall pay applicable
sales tax unless Buyer provides Unetixs Vascular, Inc. with a valid tax exemption certificate. Buyer shall
pay all freight, handling and insurance charges for shipments of goods. Upon Buyer’s receipt, all goods
shall be deemed accepted by Buyer unless Unetixs Vascular, Inc.’s Order Entry Department is contacted at
1-800-486-3849 within one business day of delivery, specifying the defects or discrepancies in the quality
or quantity of goods. All services shall be deemed as accepted upon the performance thereof, unless Buyer
provides Unetixs Vascular, Inc. notice specifying defects or discrepancies in the quality of such services
within one business day of delivery of services.
3. Customer Obligations. Buyer shall immediately notify Unetixs Vascular, Inc.’s Customer Service
Dept. at 1-800-486-3849 in the event of the following: (a) if equipment has been used for an emergency or
is in need of service; (b) if the unit indicates, in any manner (either visually or by sound), that the unit
requires service. Buyer agrees not to defeat, disable or circumvent any protection mechanism related to the
product. Buyer agrees to use the products covered under this agreement in accordance with applicable law,
the operating instructions.
4. License. Unetixs Vascular, Inc. hereby grants Buyer a revocable, non-exclusive, non-transferable
license to use the products solely in accordance with applicable law and the operating instructions. Buyer
may not copy, modify, decompile, disassemble or reverse engineer or create derivative works based upon
any Unetixs Vascular, Inc. product. Except for the rights expressly granted herein, no right, title or
ownership interest in any product or service, including any copyright, patent, trademark, or other
intellectual property or proprietary right therein, is conveyed to Buyer, expressly or by implication.
5. Indemnification. Unetixs Vascular, Inc. Corporation (“Unetixs”) will defend and indemnify any person
or entity who purchases, rents, leases or uses Unetixs product from Unetixs or one of its authorized
distributors (“Customer”) against any claims, damages, liabilities, or actions asserted by any third party
(each, a “”Claim””) arising out of personal injury caused by any Unetixs product if and to the extent the
Claim is based upon (i) the failure of Unetixs product to function or perform in accordance with its
specifications or (ii) defects in design, material, or workmanship of Unetixs product.
Indemnification under this Agreement is not available to Customer: (i) if the Unetixs product is used in
any manner other than for its intended purpose; (ii) if Customer does not follow the required maintenance
procedures; or (iii) for Claims arising from the negligence or other malicious or illegal actions of Customer
or its personnel.
Indemnification is contingent upon the following:
• Unetixs product must be used for its intended purpose and in accordance with the instructions set forth in
the User Manual.
• Customer must (a) give Unetixs prompt written notice of the Claim, (b) tender defense of the Claim to
Unetixs, (c) cooperate with Unetixs and assist in the defense of the Claim, and (d) not settle the Claim
without the prior written consent of Unetixs, which will not be unreasonably withheld.
6. Defense of Claims. Unetixs Vascular, Inc. Corporation (“”Unetixs”) will assume unrestricted authority
to defend or settle all claims under this policy. Unetixs will not be liable to Customer for any defense
expenses (including but not limited to fees and disbursements of legal counsel) incurred by Customer
subsequent to Unetixs’ assumption of the defense case.
Unetixs Vascular, Inc. Corporation
333 Strawberry Field Rd. Suite 11
Warwick, RI 02886