1. Purchase and Final Sale
Buyer agrees to purchase the items set forth in Exhibit A attached hereto (collectively, the "Equipment"), and Seller agrees to sell those items to Buyer on the terms and conditions set forth in this Agreement.
ALL SALES ARE FINAL. Once this Agreement is executed and payment is received, the sale is complete and non-refundable. Buyer acknowledges that no returns, exchanges, credits, or cancellations will be accepted under any circumstances, except as expressly provided under the Limited Warranty in Section 5 below.
2. Payment Terms
The total purchase price for the Equipment is set forth in Exhibit A. Payment is due in full prior to or at the time of delivery unless a separate written payment arrangement has been executed by both Parties. Title to the Equipment transfers to Buyer upon receipt of full payment.
3. Delivery and Acceptance
Seller will arrange shipment of the Equipment to the address designated by Buyer. Risk of loss passes to Buyer upon tender of the Equipment to the carrier. Buyer shall inspect the Equipment upon receipt and notify Seller within five (5) business days of delivery of any visible damage, missing components, or discrepancies. Failure to provide timely notice constitutes acceptance of the Equipment as delivered.
4. Clinical Use and Independent Professional Judgment
The MODRN FOCUS™ Shockwave Therapy System includes pre-programmed treatment protocols intended solely as general reference guidelines. THESE PROTOCOLS DO NOT CONSTITUTE MEDICAL ADVICE AND ARE NOT A SUBSTITUTE FOR INDEPENDENT CLINICAL JUDGMENT.
Buyer expressly acknowledges and agrees to the following:
The Buyer (and any licensed practitioner operating the Equipment on Buyer’s behalf) is solely responsible for making all clinical determinations regarding the appropriateness of shockwave therapy for each individual patient, including but not limited to: patient selection, treatment parameters, session frequency, energy levels, and contraindication screening.
Pre-programmed protocols provided with the Equipment are starting-point references based on general clinical literature. Buyer must evaluate each protocol against the specific clinical presentation of each patient and adjust parameters accordingly.
The Equipment must be operated only by qualified, licensed healthcare professionals acting within their applicable scope of practice and in compliance with all federal, state, and local laws and regulations.
Seller makes no representation that any pre-programmed protocol will produce a specific clinical outcome for any particular patient.
Buyer assumes full responsibility and liability for all clinical decisions made in connection with the use of the Equipment.
5. Limited Warranty
A limited warranty is provided. It warrants the Equipment against defects in materials and workmanship as follows:
Controller Unit: Two (2) years from the date of delivery against defects in materials and workmanship.
Applicator / Handpiece: Warranted for 500,000 pulses from the date of first use.
Pulse / Spark Generator: Warranted for 1,000,000 pulses from the date of first use.
WARRANTY EXCLUSIONS. This Limited Warranty does not cover: (a) damage resulting from accident, misuse, abuse, neglect, or unauthorized modification; (b) damage caused by operation outside the permitted or intended use described in the operator manual; (c) consumable parts that are expected to diminish over the product lifecycle; (d) cosmetic damage; or (e) damage caused by service performed by anyone other than Seller, the warranter, or an authorized service provider.
WARRANTY REMEDY. In the event of a covered warranty claim, Seller’s sole obligation, at Seller’s discretion, is to assist Buyer to submit the claim to warranter for repair or replacement of the defective component. Seller is not liable for any incidental or consequential damages arising from a warranty claim.
To initiate a warranty claim, Buyer must contact Seller at info@modrnemage.com or call 1-877-83-MODRN for assistance in the matter.
6. Disclaimer of Additional Warranties
EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 5, THE EQUIPMENT IS PROVIDED "AS IS" AND SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SELLER DOES NOT WARRANT THAT THE EQUIPMENT WILL MEET BUYER’S SPECIFIC CLINICAL REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER’S TOTAL LIABILITY TO BUYER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE EQUIPMENT SHALL NOT EXCEED THE TOTAL PURCHASE PRICE PAID BY BUYER FOR THE EQUIPMENT. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Training
Seller shall provide Buyer with access to the training resources included in Exhibit A, including live training. Buyer acknowledges that completion of all available training is strongly recommended prior to clinical use of the Equipment. Training provided by Seller is educational in nature and does not relieve Buyer or its practitioners of independent clinical responsibility as described in Section 4.
9. Regulatory Compliance and Permitted Use
Buyer is solely responsible for ensuring that the purchase, possession, and use of the Equipment complies with all applicable federal, state, and local laws, regulations, and licensing requirements in Buyer’s jurisdiction. Seller makes no representation as to the regulatory status or reimbursement eligibility of the Equipment or any treatment performed with it.
10. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any dispute arising out of or relating to this Agreement shall first be submitted to non-binding mediation in Palm Beach County, Florida. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in Palm Beach County, Florida, in accordance with the rules of the American Arbitration Association.
11. Entire Agreement
This Agreement, together with Exhibit A, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, representations, or agreements, whether written or oral. This Agreement may not be modified except by a written instrument signed by both Parties. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
