The attached Order, the Credit Card Authorization, and these Terms and Conditions of Sale (collectively, the “Agreement”) constitute the complete and exclusive agreement between the person(s) and/or company purchasing products, as indicated below and/or on the accompanying Sales Agreement (“Buyer”), and Private Practice Solutions LLC (“Seller”) pertaining to the products and services to be sold to Buyer by Seller (each a “Product,” and collectively, the “Products”). Seller accepts the Order only on these Terms and Conditions, which, by its signature below, Buyer has accepted. If Buyer purchased Products online from Seller, and agreed to this Agreement electronically, by clicking on a box, in lieu of signing, this Agreement shall be considered binding the same as if it had been signed by the Buyer. If buyer signs using an electronic signature (i.e. DocuSign) and/or clicking on a box that states that they agree to these Terms & Conditions during the online sales process, this agreement will be considered binding. Seller objects to any additional or different terms contained in any purchase order, acknowledgement, confirmation or other document pertaining to the sale of the Products hereunder. No action by Seller will be construed as acceptance of any additional or different terms in any purchase order, acknowledgement, confirmation or other document.
a. All Product prices are quoted in U.S. Dollars and are exclusive of taxes, including state and local use, sales, property (ad valorem), and similar
taxes. Buyer will pay (and indemnify Seller for) such taxes (except taxes levied against Seller’s income) unless Buyer has provided Seller with a
valid exemption resale certificate or such sale is otherwise exempt from such taxes. The Order is subject to cancellation by Seller, at Seller’s sole
discretion. Seller is not responsible for pricing, typographical, or other errors in any quote by Seller and reserves the right to cancel any orders
resulting from such errors. All quotes are subject to Product availability and/or prior sale.
2. Payment and Security Terms.
a. Buyer will pay invoices in U.S. Dollars by wire transfer, cashier’s or company check, or other prearranged payment method at the Seller’s sole
discretion. Terms of payment are within Seller’s sole discretion, and unless otherwise specified in the Order and agreed to in writing by Seller,
Buyer will pay Seller in full prior to Seller making the Product available for shipment.
b. If Seller has agreed to ship Product upon Buyer’s payment of a deposit, which deposit shall be nonrefundable, the balance of the purchase price
is due and payable by Buyer upon Delivery (as that term is defined herein below).
c. In the event Buyer fails to pay any amounts owed to Seller when due, Buyer shall be obligated to pay interest on such amounts from the date due
until paid in full at 18% interest on balance owed calculated per month (i.e. (amount owed x .018) + amount owed = total owed per month). Buyer
will reimburse Seller for all costs Seller incurs (including but not limited to reasonable attorney and collection agency fees) in its efforts to collect
such unpaid amounts.
d. If payment terms are agreed, all future payments to PPS will be written out on post-marked checks for exact amount to Private Practice Solutions
LLC for deposit.
3. Shipments, Title, Risk of Loss, Insurance.
a. All Product Delivery dates are estimated. Seller is not liable for any damages, costs or losses incurred by Buyer or others for failure to meet such
date(s) and Buyer agrees to indemnify and hold Seller harmless from any such damages, costs, or losses that may occur.
b. Title to the Products (except software products and documentation) and risk of loss and damage will pass to Buyer when upon delivery. Title to
software products and documentation will remain with the applicable licensors.
c. Buyer will obtain and maintain at its sole expense from the time of Delivery until payment by Buyer of the full amount due hereunder, insurance
for the Products against loss, theft, damage or destruction for such Products’ full replacement value, with loss payable to Seller or its assignee.
d. All Products will be deemed accepted by Buyer upon Delivery.
4. Indemnity. Buyer will indemnify, defend and hold harmless Seller and its affiliates, subsidiaries, parents, members, managers, contractors, sales agents,
consultants, directors, officers, employees and agents from any loss, liability, damage, cost or expense (including, without limitation, attorneys’ fees)
arising from or related to (i) any willful or negligent conduct of Buyer or any of its employees, contractors or representatives; (ii) Buyer’s use, sale,
lease, transfer or other exploitation of any Product, including, without limitation, in a manner not authorized by this Agreement; (iii) injury or death of
person or damage to property to the extent caused by or arising out of any acts or omissions of Buyer, its agents, employees, and contractors, or in
connection with Products handled, stored, sold, applied or otherwise utilized by Buyer; and (iv) Buyer’s breach of this Agreement.
5. LIMIT OF LIABILITY. IN NO EVENT WILL SELLER (MANUFACTURER’S DISTRIBUTOR), ITS AFFILIATES, SUBSIDIARIES, PARENTS,
MEMBERS, MANAGERS, SALES AGENTS, CONSULTANTS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE
LIABLE UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT
LIABILITY), WARRANTY OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. IN NO EVENT
SHALL SELLER BE LIABLE TO BUYER OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES) ARISING OUT OF
THE MANUFACTURER, SALE OR SUPPLYING OF THE PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES OR LOSSES.UNDER NO CIRCUMSTANCES WILL SELLER’S AGGREGATE LIABILITY UNDER ANY THEORY OF
RECOVERY EXCEED THE PRICE PAID FOR THE PRODUCTS OR SERVICES AT ISSUE. The prices and limitations of liability set forth in this
Agreement reflect the allocation of risk agreed to by the parties. Buyer acknowledges that Seller would not sell Products without these limitations on
its liability and that these limitations will apply notwithstanding any failure of essential purpose of any limited remedy. Seller’s maximum liability
hereunder shall be limited to the price of the Products paid by Buyer.
6. Survival. Sections 2 (with respect to any unpaid amounts), 4, 6 through 12 of this Agreement will continue following Delivery of the Products and any
termination or expiration of this Agreement.
7. Export Controls. The Products may include technology that is subject to the customs and export control laws and regulations of the United States and
may also be subject to the customs and export control laws, orders and regulations of the country in which the Products are manufactured and/or used.
Buyer is solely responsible for and will fully comply with such laws, orders and regulations. Not limiting the foregoing, Buyer will not use for the
benefit of, or sell, lease, export, re-export or otherwise transfer Products to restricted end-users (including those on the U.S. Department of Commerce,
Bureau of Industry and Security “Entity List” and other lists of denied parties) or to restricted or boycott countries identified by the U.S. Department
of State or the U.S. Treasury Department. Buyer will obtain all necessary licenses and other governmental approvals prior to exporting or re-exporting
8. Force Majeure. Seller’s performance hereunder is subject to postponement or cancellation in Seller’s sole determination for any cause beyond Seller’s
reasonable control, including without limitation: inability to obtain or transport safely any Products or necessary materials and components; strikes,
labor disturbances, and other unavailability of workers; fire, flood, and other acts of God; war, domestic or international terrorism, riot, civil
insurrection, and other disturbances; production or engineering difficulties; and governmental regulation, orders, directives, and restrictions.
9. Service Warranty. All service warranties will be referred to manufacturer warranty (see separate agreement between Buyer and Manufacturer). Private
Practice Solutions will not be held liable for any costs related to the manufacturer service warranty, or any service warranty.
10. Irrevocable Agreement. The Buyer is solely responsible for payment in full within three weeks from the execution of this Agreement. The Buyer
understands that Private Practice Solutions may ship the equipment upon receipt of this signed Agreement and the Buyer agrees to accept delivery,
further agreeing to make payment within the required time. The Buyer hereby acknowledges that Buyer has received, reviewed, understands and
accepts conditions of the sale in this agreement. This is an irrevocable agreement. You may not cancel or terminate this agreement, nor request a
refund nor seek to return the equipment once you have signed this agreement.
11. Regulatory Disclosure. Seller discloses that the devices listed above must be purchased and utilized under the direct supervision of a MD only. By
purchasing the devices listed above, Buyer represents that they are aware of all regulatory laws related to this purchase, and safe use of these devices
in Buyer’s state and/or country. Further, Buyer acknowledges that in addition to speaking to Seller and its’ agents and/or employess, Buyer has been
introduced to the device manufacturer of the devices listed above. In doing so, Buyer has been fully disclosed by the manufacturer directly, of all
regulatory information and classification of each device listed above, as well regarding the purchase and safe utility of these devices. Buyer
acknowledges in communicating with the manufacturer, full disclosure of product classification, product specifications, as well as any product listed
above pending 510(k) clearance or approval, FDA clearance and/or approval, and/or (if applicable) requiring Buyer’s participation in a manufacturer’s
IRB; as well as all other regulatory laws related to the proper and safe purchase and utility of these products, have been fully disclosed and discussed
between Buyer and manufacturer directly. If Buyer has any further questions related to the safe and/or proper use and/or classification of any of the
products listed above, Seller hereby encourages Buyer to contact the manufacturer directly. THEREFORE, BUYER AGREES TO INDEMNIFY
SELLER, FROM ANY CLAIM, RELATED TO THE IMPROPER USE OF THESE MEDICAL DEVICES BY ANY OPERATOR IMPROPERLY
LICENSED, AND/OR ANY CLAIM BASED ON THE LACK OF ANY REGULATORY DISCLOSURE AND/OR DISCLOSURE OF ANY KIND
BY SELLER, RELATED TO THE SALE OF THE PRODUCT(S) LISTED ABOVE.
ARBITRAITON. This Agreement and the relationship between Seller and Buyer will be governed by the laws of the State of California,
notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where Buyer may be
located or any other jurisdiction. Buyer agrees and consents to the exclusive jurisdiction of the state or federal courts located in California
and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except
that Seller may elect, in its sole discretion, to litigate the action in the county or state where any breach by Buyer occurred or where Buyer
can be found. Buyer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to the
Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
All disputes arising hereunder shall be resolved by binding arbitration in accordance with the AAA Commercial Arbitration Rules, with such arbitration
to be held in Los Angeles, California in front of one arbitrator.
a. This Agreement constitutes the complete agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations
or offers, written or oral.
b. This Agreement may be amended only in writing, signed by an authorized representative of each party.
c. Any required notices will be provided in writing to Buyer at the address or by email or fax as set forth on the Order, and to Seller by email to
email@example.com or by overnight carrier to Private Practice Solutions LLC, 865 Via De La Paz, #22, Pacific Palisades, CA, 90272 or to such
other address as either party may substitute by written notice to the other.
d. Buyer will not assign or transfer any of the rights, duties, or obligations herein without the prior written consent of Seller, and any purported
attempt to do so will be null and void.
e. A party’s failure to exercise any of its rights hereunder will not constitute or be deemed a waiver or forfeiture of such rights.
f. If any provision of this Agreement is, for any reason, held invalid or illegal in any respect, such invalidity or illegality will not affect the validity
of this Agreement itself and the parties will promptly substitute for the affected provision, a valid and enforceable provision which most closely
approximates the intent and economic effect of the invalid provision.
By clicking on the box marked “Buyer Agrees to the Terms & Conditions of the Sale”, Buyer
acknowledges that they have read, understands, and is bound by this Sales Agreement, the
payment terms, and all Terms and Conditions of this Agreement.