Terms and Conditions

1.Price. All prices exclude applicable United States federal, state, or local taxes as well as any applicable foreign taxes, which shall be the responsibility of Buyer.

InnovaPrep reserves the right to charge at any time a monthly service charge of six and one-half percent (6½%) or the highest rate allowed by law, whichever is lower, on accounts that are not paid when due. effective as of first day after the due date.

2. Payment Terms. Payment terms for first orders are Prepay and subsequent orders shall be due Net 15 days after the date of InnovaPrep's invoice. All payments shall be made in U.S. Dollars. Payment received via wire transfer are subject to a transaction fee of $40.00.

If Buyer fails to fulfill the terms of payment InnovaPrep shall have the option to do one or more of the following: i) decline to accept orders or fulfill pending orders; ii) require all pending and future orders to be on a prepaid basis; iii) delay any shipment until payment is received by InnovaPrep or further assurances asked for by InnovaPrep are received; iv) declare all outstanding sums immediately due and payable; or (v) require payment for all Products delivered to be made by irrevocable letter of credit.

3. Force Majeure. InnovaPrep shall not be liable for any delays in the delivery of orders, due in whole or in part, directly or indirectly, to fire, act of God, strike, shortage of raw materials, supplies or components, retooling, upgrading of technology, delays of carriers, embargo, government order or directive, terrorist activities or any other circumstance beyond InnovaPrep's reasonable control. InnovaPrep may at its option suspend deliveries while such event or circumstance continues, apportion available inventory between its customers as it determines or terminate any agreement with immediate effect by written notice to Buyer.

4. Delivery Terms. Unless otherwise agreed by InnovaPrep in writing, all shipments to points in the U.S. shall be delivered by InnovaPrep FOB InnovaPrep’s facility. If Buyer advises InnovaPrep that it will arrange and take responsibility for shipment of Products from InnovaPrep’s facility, InnovaPrep will arrange for its freight forwarder and/or carrier to transport the Products to Buyer’s specified location. Title to and risk of loss or damage for all Products shall pass to Buyer upon InnovaPrep’s delivery of the Products to the carrier. In all cases of damage and/or loss to Products in transit, Buyer shall be responsible for making claim(s) against the carrier; provided, however, that InnovaPrep will provide reasonable assistance with damage and/or loss claims. Loss or damage will not relieve the Buyer of any obligations for payment or obligations in this Agreement. Delivery dates provided by InnovaPrep are estimates only. Shipping and insurance charges are the sole responsibility of Buyer and will be “pre-paid and add” or otherwise invoiced to Buyer.

5. Returns. Buyer must inspect delivered Products and report claims for defects, damages or shortages which are discoverable on a visual inspection in writing within ten (10) days of delivery or the Products shall be deemed irrevocably accepted and such claims shall be deemed waived. However, shipping damage claims must be made by Buyer directly with the shipping company in accordance with such company’s policies, which generally require such claims to be made prior to the time the carrier of the Products leaves the delivery destination.Buyer shall advise InnovaPrep of such claims. Buyer will be solely responsible for installation and servicing of the Products (except to the extent Buyer purchases such services from InnovaPrep). The terms and conditions for returning any Products purchased from InnovaPrep shall be those contained in InnovaPrep’s Returned Goods Policy in effect as of the date of shipment of the Products to Buyer.

6. InnovaPrep Limited Warranty. Limited Warranty: InnovaPrep LLC warrants its product to be free of defects in material and workmanship under normal use and service for 12 months from date of shipment. Our warranty applies only when such defective parts are returned to us or our Authorized Service Dept. transportation prepaid and subject to our inspection approval.Liability is limited to repair or replacement of materials, components, or instruments found defective, free of charge. If requested, loaner instruments can be made available for use during repair. All equipment must be completely decontaminated before return.Unauthorized modifications, repairs, or replacements will not be subject to factory warranty.This is in lieu of all other warranties, expressed or implied.

7. Return Materials Authorization. Customers wishing to return materials to InnovaPrep forrepair or otherwise must contact InnovaPrep and receive authorization in writing before returning items.