Draft. This document is awaiting review by counsel and is not yet in effect. Highlighted items are still to be confirmed.

Terms and conditions of sale

Allied Medical Management LLC · alliedmedical.supplies

Effective date: [effective date]

These terms and conditions of sale (the "Terms") apply to all sales of products by Allied Medical Management LLC, a Wyoming limited liability company registered to do business in New York as a foreign limited liability company ("Allied"), to its business customers (each, a "Buyer"). Allied sells only to licensed businesses that hold an Allied trade account. Allied does not sell to patients or consumers.

The Terms of use govern use of the website at alliedmedical.supplies. The Privacy policy describes how Allied handles personal information. The Product notice contains regulatory information about the products Allied sells.

1. Scope and order of precedence

These Terms govern every quote Allied issues, every order Allied accepts, and every sale to Buyer of products supplied by Allied (the "Products"). They apply whether or not Buyer signs them. When Buyer places an order or accepts delivery of Products, Buyer agrees to these Terms.

Allied accepts an order only on the condition that Buyer agrees to these Terms. Allied rejects any additional or different terms in Buyer's purchase order, request for quote, vendor portal, or other document. Those terms do not become part of the contract, even if Allied does not object to them specifically and even if Allied fills the order. Allied uses Buyer's purchase order only to identify the Products, quantities, and ship-to address Buyer requests.

If documents conflict, this order of priority applies:

1. a separate written agreement for the sale of Products signed by authorized representatives of both Allied and Buyer;
2. Allied's written order confirmation, but only for the Products, quantities, prices, ship-to address, and delivery and freight details it states, and for any other term it expressly identifies as a change to these Terms for that order;
3. these Terms;
4. Allied's quote.

In these Terms, "AMD Products" means Products sold under Allied's own brand, AMD (Allied Medical Devices). Third-party manufacturers make AMD Products for Allied. "Third-Party Products" means all other Products, which are sold under a third-party manufacturer's brand.

2. Trade accounts

Allied sells only to businesses with an approved Allied trade account, such as DME suppliers, pharmacies, clinics and physical therapy practices, med-spas, and distributors. Buyer represents that it buys Products for business purposes only, and not for personal, family, or household use.

Buyer's acceptance of these Terms is a condition of opening a trade account. These Terms then apply to every order Buyer places, unless a separate signed agreement described in Section 1 says otherwise.

To open and keep a trade account, Buyer must give Allied accurate information and any documents Allied requests. These may include:

• Buyer's legal business name, addresses, and contact details;
• a valid resale certificate (see Section 3);
• copies of the state or professional licenses, permits, or registrations Buyer needs to buy, sell, dispense, or use the Products it orders; and
• trade references, bank references, or other credit information.

Buyer must tell Allied promptly if any of this information changes, or if any license is suspended, revoked, restricted, or expires. Allied may approve, decline, suspend, or close a trade account at its discretion, subject to applicable law. Allied may decline any order, including an order for Products that require a license Buyer has not shown that it holds.

Buyer is responsible for all orders placed in its name by its personnel.

3. Resale certificates and sales tax

Prices do not include sales, use, excise, or similar taxes. Where Allied is required to collect sales or use tax on an order, Allied will add the tax to the invoice unless, before the order ships, Allied has a valid and complete resale certificate or other exemption certificate that applies to the ship-to state. Where Allied does not collect tax, Buyer is responsible for any use tax or other tax that applies to its purchase.

A resale certificate covers only Products that Buyer buys to resell in the ordinary course of its business. If Buyer buys Products for its own use, such as equipment used in its own clinic, Buyer must tell Allied when it places the order. Allied will then treat that order as taxable unless Buyer provides a separate valid exemption certificate that covers that use.

Buyer is responsible for the accuracy of every certificate and every piece of tax information it gives Allied. If a taxing authority disallows an exemption because of Buyer's certificate or information, Buyer will pay or reimburse Allied for the tax, plus any related interest and penalties. Buyer must tell Allied promptly if a certificate is revoked, expires, or no longer applies.

4. Quotes and orders

A quote is not an offer that Buyer can accept. Unless the quote states otherwise, a quote expires [quote validity, e.g. 30 days] after its date. Until Allied confirms an order in writing, Allied may change or withdraw a quote at any time.

A quote request submitted through the website, including the items saved in the website's quote list, is not an order. It asks Allied to contact Buyer with a quote.

Buyer's order is an offer to buy. An order binds Allied only when Allied confirms it in writing. An email from Allied confirming the order counts as written confirmation. If Allied ships Products without a written confirmation, these Terms still govern that sale.

After Allied confirms an order, Buyer may change or cancel it only with Allied's written consent. Allied may require Buyer to pay the costs Allied has already incurred, such as supplier cancellation charges and freight. Products that Allied does not normally stock and orders specifically for Buyer ("Special Order Products") are identified in the quote or order confirmation. Buyer may not cancel a Special Order Product once Allied has ordered it from its supplier.

Allied may cancel all or part of a confirmed order before shipment if:

• the manufacturer can no longer supply the Product;
• Buyer has not provided a license, certificate, or other document Allied requires;
• Buyer's account is on credit hold; or
• the order contains an obvious error in price or product description.

If Allied cancels, it will refund any amount Buyer prepaid for the cancelled items. Allied has no other liability for the cancellation.

5. Prices

All prices are in US dollars.

Allied publishes dealer prices only for AMD Products. Allied quotes all other Products per order. Published dealer prices may change at any time without notice. The price that applies to an order is the price stated in Allied's written order confirmation.

Prices do not include sales or other taxes, freight, shipping insurance, special handling, or customs duties. These amounts are added to the invoice, and Buyer pays them.

If, after Allied confirms an order and before the Products ship, a new or increased tariff, duty, or other government charge applies to those Products, Allied may add the increase to the invoice. Allied will notify Buyer first. Buyer may then cancel the affected items before they ship without a cancellation charge.

6. Payment

Payment is due [payment terms]. Buyer must pay in US dollars by a payment method Allied accepts and identifies on its invoice. Allied may require full or partial prepayment before it ships any order, including orders from new accounts, large orders, and orders for Special Order Products.

Buyer must pay each invoice in full without deduction, setoff, or counterclaim unless Allied agrees otherwise in writing. If Buyer disputes an invoice in good faith, Buyer must notify Allied in writing before the due date, explain the dispute, and pay the undisputed amount on time.

Allied may invoice each shipment separately, and each invoice must be paid when due.

7. Late payment and credit holds

Any amount not paid when due bears interest from the due date until paid at the lower of [late payment interest rate] or the highest rate permitted by applicable law. To the extent permitted by law, Buyer will also pay Allied's reasonable costs of collecting overdue amounts, including reasonable attorneys' fees and collection agency fees.

Allied may set a credit limit for Buyer's account and may change or withdraw it at any time. Allied may place Buyer's account on credit hold if any invoice is past due, if Buyer exceeds its credit limit, if Buyer breaches these Terms, or if Allied reasonably doubts Buyer's ability to pay. While Buyer's account is on credit hold, Allied may:

• delay or stop shipment of any order, including stopping Products in transit where the carrier allows;
• require prepayment, payment on delivery, or other security for future orders;
• cancel unshipped orders; and
• declare all unpaid amounts on Buyer's account immediately due.

8. Shipping and delivery

Unless Allied's order confirmation states otherwise:

• Products ship from [ships from];
• Allied selects the carrier and shipping method, which may include [carriers], and will consider Buyer's reasonable requests;
• freight terms are [freight terms]; and
• freight and handling charges are billed to Buyer as stated in the freight terms or the order confirmation.

Shipping and delivery dates are estimates. Allied will make reasonable efforts to meet them. Unless Allied has agreed in writing to a firm delivery date, Allied is not liable for delays. Except as stated in Section 18, a delay does not entitle Buyer to cancel the order or refuse delivery.

Allied may make partial shipments.

When Buyer orders, it must provide a complete and accurate ship-to address and any special receiving requirements, such as dock hours or the need for a liftgate. Buyer must pay any additional carrier charges caused by an incorrect address, an unavailable recipient, refused delivery, or special delivery services.

Allied will not substitute a different product for an ordered Product without Buyer's consent. Allied may ship the ordered Product in the manufacturer's current packaging or labeling.

9. Title and risk of loss

Title and risk of loss pass to Buyer at the point stated in the freight terms in Section 8 or in Allied's order confirmation. If neither states a point, title and risk of loss pass to Buyer when Allied delivers the Products to the carrier at [ships from]. After risk of loss passes, Buyer bears the risk of loss or damage in transit. Where Allied arranged the shipment, Allied will reasonably help Buyer file a claim with the carrier.

To secure payment, Buyer grants Allied a security interest in all Products sold to Buyer, and in their proceeds, until Allied is paid in full for those Products. Buyer authorizes Allied to file financing statements and to take other reasonable steps to perfect this security interest.

10. Inspection and claims for shortage or damage

Buyer must inspect each shipment promptly when it arrives.

• Buyer must note visible damage or missing cartons on the carrier's delivery receipt before signing it. Buyer should photograph the damaged packaging and Products and keep all packaging.
• Buyer must notify Allied in writing of any shortage, wrong item, visible damage, or damage found inside undamaged packaging within [claim window, e.g. 5 business days] after delivery.
• The notice must include the order number, the affected Products, lot or serial numbers where available, and photos of any damage.

If Buyer does not give notice within that period, the shipment is accepted, and Buyer waives any claim for shortage, wrong items, or shipping damage for that shipment. This does not affect warranty claims under Section 12.

For a valid claim of shortage or wrong items, Allied will, at its option, ship the missing or correct Products or issue a credit. Damage in transit is the responsibility of the party that bears the risk of loss under Section 9. If Allied bears it, Allied will, at its option, replace the damaged Products or issue a credit. If Buyer bears it, Buyer's remedy is a claim against the carrier, with Allied's help as described in Section 9. Buyer must not return any Product for a shortage or damage claim without Allied's return authorization. This section states Buyer's only remedies for shortages, wrong items, and damage in transit.

11. Returns

Products may be returned only with Allied's prior written return authorization ("RMA"). Allied may refuse Products returned without an RMA or send them back to Buyer at Buyer's cost.

Unless the order confirmation states otherwise, Allied will consider a return request made within [return window, e.g. 30 days] after delivery. To be eligible for return, Products must be:

• unused, in the original unopened and undamaged packaging, with all labels, seals, and inserts intact;
• in saleable condition, and stored and handled by Buyer according to the manufacturer's labeling; and
• shipped to the address Allied specifies, marked with the RMA number, with freight prepaid by Buyer unless the return results from Allied's error.

Unless Allied agrees in writing or the return is a warranty claim under Section 12, Allied does not accept returns of:

• Special Order Products;
• Products that have been opened or used;
• single-use, sterile, or hygiene-related Products once their packaging has been opened;
• Products with labels, seals, or packaging that have been removed or altered; or
• Products that the manufacturer will not accept back.

Accepted returns that are not caused by Allied's error are subject to a restocking fee of [restocking fee, e.g. 15%] of the invoice price. After Allied receives and inspects the returned Products, it will credit Buyer's account. If Buyer has no outstanding balance, Allied will issue a refund instead. Original freight charges are not refunded.

Allied may refuse any return that it cannot resell in line with the manufacturer's requirements and applicable law.

12. Warranties

Title

Allied warrants that it will transfer good title to the Products, free of liens and security interests other than Allied's own security interest under Section 9.

AMD Products limited warranty

Allied warrants to Buyer that each AMD Product will be free from defects in materials and workmanship under normal use, when used according to its labeling and instructions for use, for [AMD warranty period, e.g. 12 months] from the date of delivery to Buyer (the "Warranty Period").

This warranty does not cover:

• normal wear and tear, or consumable parts and accessories, unless Allied states otherwise in writing;
• damage caused by accident, misuse, abuse, neglect, improper storage, transport by Buyer, or use contrary to the labeling or instructions for use;
• Products that anyone other than Allied or its authorized service provider has repaired, modified, opened, relabeled, or altered;
• Products used with accessories or components that Allied did not supply or approve; or
• cosmetic damage that does not affect function.

To make a warranty claim, Buyer must notify Allied in writing within the Warranty Period and promptly after discovering the defect. The notice must describe the defect and include the serial or lot number and proof of purchase. Buyer must then follow Allied's RMA instructions. If Allied confirms that the warranty covers the defect, Allied will, at its option, repair or replace the AMD Product, or refund or credit the price Buyer paid for it. The original Warranty Period continues to apply to repaired or replacement Products. This is Allied's only obligation, and Buyer's only remedy, for breach of this warranty.

If a defect may have caused or contributed to a death, serious injury, or malfunction, Buyer must also report it under Section 16.

This warranty is given to Buyer only. Buyer must not make any warranty, representation, or promise about AMD Products on Allied's behalf. If Buyer gives its own customers a broader warranty, Buyer alone is responsible for it.

Third-Party Products

Allied makes no warranty of its own for Third-Party Products, other than the warranty of title above. A Third-Party Product carries only the manufacturer's warranty, if any. Allied passes the manufacturer's warranty through to Buyer to the extent the manufacturer permits. Allied will make reasonable efforts to help Buyer submit warranty claims to the manufacturer. The manufacturer alone is responsible for honoring its warranty.

Product information

Product descriptions, images, and specifications on the website and in Allied's catalogs and quotes are for general information. If they conflict with the manufacturer's labeling and instructions for use, the labeling and instructions for use control. Allied does not give medical or clinical advice. Buyer and its licensed professionals are responsible for deciding whether a Product is suitable for a particular patient or use.

13. Disclaimer of other warranties

EXCEPT FOR THE WARRANTY OF TITLE AND THE LIMITED WARRANTY FOR AMD PRODUCTS IN SECTION 12, ALLIED MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT ANY PRODUCT. ANY WARRANTY FOR A THIRD-PARTY PRODUCT IS GIVEN BY ITS MANUFACTURER, NOT BY ALLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, ALLIED DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO EMPLOYEE, AGENT, OR REPRESENTATIVE OF ALLIED HAS AUTHORITY TO MAKE ANY OTHER WARRANTY. BUYER HAS NOT RELIED ON ANY WARRANTY OR STATEMENT THAT IS NOT SET OUT IN THESE TERMS.

14. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• ALLIED IS NOT LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST OR DENIED REIMBURSEMENT, LOSS OF BUSINESS OR GOODWILL, OR COST OF SUBSTITUTE PRODUCTS, ARISING OUT OF OR RELATING TO THESE TERMS OR ANY PRODUCT, EVEN IF ALLIED WAS ADVISED THAT THESE DAMAGES WERE POSSIBLE.
• ALLIED'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO ANY ORDER OR PRODUCT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE AMOUNT BUYER ACTUALLY PAID ALLIED FOR THE SPECIFIC PRODUCTS THAT GAVE RISE TO THE CLAIM.
• THESE EXCLUSIONS AND LIMITS APPLY EVEN IF A LIMITED REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.

NOTHING IN THESE TERMS LIMITS OR EXCLUDES ALLIED'S LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

Buyer must start any legal action against Allied arising out of these Terms or any Product within one year after the claim accrues.

15. Buyer's regulatory responsibilities

Buyer alone is responsible for complying with all laws that apply to its purchase, storage, handling, promotion, resale, dispensing, and use of Products. This includes the following:

• Licensing. Buyer must obtain and keep all federal, state, and local licenses, permits, registrations, and accreditations its business needs. These may include state DME or home medical equipment licenses, pharmacy licenses, wholesale distributor licenses, and professional licenses.
• Prescription devices. Some Products may be prescription devices under federal law. The labeling of a prescription device restricts its sale to, or on the order of, a licensed practitioner. Buyer must sell, dispense, or use these Products only on the valid prescription or order of a practitioner licensed by law to use or order the device, and only as the law permits.
• Labeling. Buyer must not remove, cover, alter, or obscure any labeling, instructions for use, warnings, lot or serial numbers, expiration dates, or unique device identifiers from the manufacturer or Allied. Buyer must not repackage or relabel Products without Allied's prior written consent. Buyer must give its customers the labeling and instructions for use that come with each Product. Buyer must also provide any additional labeling, warnings, or notices its jurisdiction requires.
• Promotion. Buyer must not make claims about any Product that are inconsistent with its labeling or its FDA clearance, approval, or classification.
• California Proposition 65. Where Products are sold or used in California, Buyer must post, display, or pass on any Proposition 65 warning materials or notices that Allied or the manufacturer provides. Buyer must also comply with any Proposition 65 obligations that apply to Buyer as a seller.
• Storage and handling. Buyer must store, handle, and transport Products according to the manufacturer's labeling.
• Recordkeeping and traceability. Buyer must keep records of each Product it receives and, for each Product it sells or transfers, the customer, date, quantity, and lot or serial number. Buyer must keep these records for as long as applicable law requires, and in any case long enough to support a recall or field action. On request, Buyer must promptly give Allied the information from these records that Allied needs, such as quantities by lot or serial number and confirmation that customers were notified. Buyer must not give Allied information that identifies patients, except as Section 16 permits.
• Discounts and federal health care programs. Allied's prices may reflect a discount or other reduction in price. If Buyer submits claims to Medicare, Medicaid, or another federal health care program for Products, Buyer may be required to fully and accurately report any discount or other reduction in price, including under 42 C.F.R. 1001.952(h). Buyer must keep invoices and related documents and provide them on request to the Secretary of Health and Human Services or a state agency.

16. Complaints, adverse events, and recalls

Medical device manufacturers must investigate complaints and report certain adverse events and malfunctions to the FDA within fixed deadlines. Importers and distributors have their own reporting or recordkeeping duties. Buyer's prompt reporting helps Allied and the manufacturers meet the obligations that apply to them.

Buyer must notify Allied in writing at sales@alliedmedical.supplies:

• within [serious event notice period, e.g. 1 business day] after Buyer becomes aware of any information that reasonably suggests a Product may have caused or contributed to a death or serious injury, or of any malfunction of a Product that would be likely to cause or contribute to a death or serious injury if it happened again; and
• within [complaint notice period, e.g. 5 business days] after Buyer becomes aware of any other complaint about a Product's identity, quality, durability, reliability, safety, effectiveness, performance, labeling, or packaging.

The notice must include the Product name, model, lot or serial number, date of the event, a description of what happened, and the name of Buyer's contact person. Buyer must not include patient names or other information that identifies a patient, and must never send patient information through the website. If Allied or the manufacturer needs more patient information for an investigation, the parties will first agree in writing on how it will be shared and protected. To the extent the Product involved and its packaging are in Buyer's possession or control, Buyer must keep them, and must not return, repair, or discard them, until Allied gives instructions. Buyer must cooperate with any investigation by Allied or the manufacturer.

These obligations are in addition to any reporting duty Buyer has under law. Some Buyers, such as certain healthcare facilities, have their own reporting duties to the FDA or the manufacturer.

Recalls and field actions

If Allied or a manufacturer starts a recall, market withdrawal, correction, or other field action that affects Products sold to Buyer, Buyer must do the following within the time Allied or the manufacturer specifies:

• stop selling, dispensing, and using the affected Products, and quarantine its inventory of them;
• use its traceability records to identify each customer that received affected Products, by lot or serial number;
• send those customers the recall notices and instructions that Allied or the manufacturer provides, and keep a record that it did so;
• return, hold, correct, or destroy affected Products as instructed, and confirm this to Allied in writing; and
• give Allied the information it needs to report on the effectiveness of the recall, without information that identifies patients.

Buyer must consult Allied before starting its own recall of a Product, unless the law requires immediate action. Buyer must not communicate with the FDA on Allied's behalf.

If a recall of AMD Products results from a defect in the Product and not from an act or omission of Buyer, Allied will, at its option, replace the affected units or credit Buyer for the price Buyer paid for affected units that were returned or destroyed as instructed. For Third-Party Products, Allied will pass through to Buyer any credit, replacement, or reimbursement Allied receives from the manufacturer for Buyer's affected units. Unless Allied agrees otherwise in writing, Buyer bears its own costs of carrying out a recall.

17. Export and territory

Allied sells Products for resale and use in the United States only. Without Allied's prior written consent, Buyer must not sell, export, re-export, or ship any Product outside the United States, and must not sell to anyone Buyer knows or has reason to believe intends to do so. Products may lack the regulatory clearances, approvals, or labeling that other countries require.

If Allied consents to an export, Buyer is responsible for obtaining any export licenses and foreign regulatory approvals. Buyer must comply with US export control and sanctions laws, including the Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control, and with the import laws of the destination country. Buyer must not sell or transfer Products to any person or entity on a US government restricted party list.

18. Force majeure

Allied is not liable for any delay or failure to perform caused by events beyond its reasonable control. Examples include natural disasters, severe weather, fire, flood, epidemics, war, terrorism, civil unrest, labor disputes, government action, embargoes and changes in trade restrictions, shortages or delays at manufacturers or suppliers, carrier or port delays, utility or internet failures, and cyberattacks. Allied's time to perform is extended for as long as the event continues.

If supply is limited, Allied may allocate available Products among its customers as it reasonably decides. If a delay continues for an unreasonable time, Buyer may cancel the unshipped part of the affected order by written notice and receive a refund of any prepayment for that part. This section does not excuse Buyer from paying for Products that have been delivered.

19. Indemnity

Buyer will defend, indemnify, and hold harmless Allied and its members, managers, officers, employees, and agents from all claims, losses, liabilities, damages, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• Buyer's breach of these Terms;
• Buyer's violation of any law, including licensing, prescription, dispensing, labeling, billing, tax, and export laws;
• the resale, dispensing, promotion, storage, handling, or use of Products by Buyer or its customers, except to the extent the claim is caused by Allied's negligence or by a defect in the Product as Allied delivered it;
• any modification, repackaging, or relabeling of Products by Buyer, or any warranty or claim about Products that Buyer makes beyond the manufacturer's labeling and these Terms; or
• any invalid resale or exemption certificate Buyer provides.

Allied will give Buyer prompt written notice of any claim. A delay in notice releases Buyer only to the extent the delay harms Buyer. Buyer may control the defense with counsel reasonably acceptable to Allied. Buyer may not settle any claim in a way that admits fault by Allied or imposes obligations on Allied without Allied's written consent. Allied may take part in the defense with its own counsel at its own expense.

20. Governing law, venue, and jury waiver

The laws of the State of New York govern these Terms and every sale under them, including Article 2 of the Uniform Commercial Code as adopted in New York. New York conflict of laws rules that would apply another jurisdiction's law do not apply. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any lawsuit arising out of or relating to these Terms or any sale must be brought only in the state or federal courts located in Kings County or New York County, New York. Each party consents to the personal jurisdiction of those courts and waives any objection to venue there. Either party may seek temporary injunctive relief, or enforce a judgment, in any court with jurisdiction. Allied may also bring an action to collect amounts due in any court with jurisdiction over Buyer.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT ARISING OUT OF OR RELATING TO THESE TERMS OR ANY SALE.

21. General terms

Entire agreement

These Terms, Allied's written order confirmation, and any separate signed agreement described in Section 1 are the entire agreement between Allied and Buyer for the sale of Products. They replace all prior discussions, proposals, and representations on that subject. Any change to these Terms for a particular order must be in writing and signed by an authorized representative of Allied. An electronic signature is acceptable.

Changes to these Terms

Allied may update these Terms by posting a new version at alliedmedical.supplies/legal/terms-of-sale with a new effective date. The version in effect when Allied confirms an order applies to that order.

Personal and patient information

Allied handles personal information about Buyer's contacts and personnel as described in its Privacy policy. Buyer must not send Allied protected health information or other information that identifies a patient, except as Section 16 permits. These Terms are not a business associate agreement under HIPAA.

Interpretation

In these Terms, "including" means "including without limitation." Headings are for convenience only and do not affect meaning.

Severability

If a court finds any part of these Terms unenforceable, that part will be enforced to the maximum extent permitted, and the rest of these Terms will remain in effect.

No waiver

A failure or delay by Allied in enforcing any part of these Terms is not a waiver. A waiver is effective only if it is in writing and signed by Allied, and it applies only to the specific instance stated.

Assignment

Buyer may not assign or transfer these Terms or any order, by operation of law or otherwise, without Allied's prior written consent. Allied may assign these Terms, any order, or its right to payment, including to an affiliate, a lender, a purchaser of its receivables, or a successor to its business.

Relationship of the parties

Buyer buys Products for its own account. Buyer is not Allied's agent, partner, or franchisee and has no authority to bind Allied.

No third-party beneficiaries

These Terms are for the benefit of Allied and Buyer only. No other person, including Buyer's customers and patients, may enforce them, except that the persons indemnified under Section 19 may enforce that section.

Survival

Sections 3, 6, 7, and 9 through 22, and any other provision that by its nature should continue, survive delivery of the Products and any termination of Buyer's trade account.

22. Notices

Notices under these Terms must be in writing. Quotes, order confirmations, and other communications by email satisfy any requirement that they be in writing.

Buyer must send notices to Allied by email to sales@alliedmedical.supplies. Notices of breach and notices of legal claims must also be sent by courier or certified mail to Allied Medical Management LLC, 38 Corbin Pl, Brooklyn, NY 11235, USA.

Allied may send notices to Buyer at the email address or mailing address on Buyer's trade account. An email notice is effective when sent, unless the sender receives a message that it was not delivered. A notice sent by courier or certified mail is effective on delivery.

23. Contact

Questions about these Terms or an order can be sent to:

• Allied Medical Management LLC, 38 Corbin Pl, Brooklyn, NY 11235, USA
• Email: sales@alliedmedical.supplies
• Phone: [phone]