Click Medical, LLC
Standard Terms and Conditions of Sale
February, 2016

GENERAL TERMS.
All orders are accepted and executed on the understanding that the Buyer is bound by the following Standard Conditions on Sale.
These Standard Conditions of Sale and Click Medical’s Order Acknowledgement for any order states the sole agreement of the parties and supersede any and all other agreements, statements or promises, including any stated in Buyer’s subsequent purchase orders, shipping documents, payment documents, or otherwise unless such other terms are specifically agreed to in writing signed by an authorized officer of Click Medical. This agreement may not be modified orally nor by any course of dealing of the parties. Any failure to abide by or endorse any provision of these Standard Conditions of Sales shall not be deemed to have modified them or to have waived any rights to endorse them in the future. If any portion of this agreement is deemed illegal, invalid or unenforceable, the remainder shall be given full force and effect.
Click Medical is a separate company from Boa Technology and is the exclusive distributor of Boa Components into the Orthotics and Prosthetics Industry. Please DO NOT contact Boa Technology directly for any reason. All contact should be handled through Click Medical.

ORDERING of CLICK MEDICAL PRODUCTS

Reseller Agreement
I understand that Click Medical only sells to resellers who are responsible for collecting appropriate sales tax from their customer. Our purchases from Click Medical will be used for a patient product and we are responsible for collecting appropriate sales tax. *

Click Medical’s working hours are as follows: Monday – Friday 9:00am to 5:00pm Mountain Standard Time.
All orders of Click Medical products must be placed either within the E-commerce web site, or via a direct P.O. sent via email.
For orders placed within the E-commerce web site, all order details will be handled within the prescribed web-process for ordering product. Communication of order receipt and shipping date will be handled automatically via the E-commerce system.

Any unshipped merchandise totaling $200.00 or more may be back ordered unless “no back order” is specified. All back orders of less than $200.00 may be canceled. All back orders may be canceled at 60 days unless otherwise specified on the order. Please call or email our customer service department for any cancellations or reinstatements.

LEAD TIMES
For all E-Commerce orders and/or Drop Ship orders, Click Medical will strive to ship orders received by noon (MST) of any business day within 24 hours. For orders received after noon (MST), Click Medical will strive to ship the product within 48 hours.

PAYMENT TERMS
All orders under $500 USD are payable at the time of order.
For orders over $500 USD, credit approved customers are offered NET 30 Payment terms.

PAYMENT NOTATION
On all methods of payment the Click Medical Sales Order Number from the Click Medical Order Acknowledgment must be referenced. Without proper notation the payment may be refused by Click Medical’s accounting department.

CREDIT HOLD
Click Medical reserves the right to place accounts on credit hold for non-payment. For customers with any part of account due “Upon Receipt” that extends beyond 30 days will cause the account to be placed “On Hold.” Click Medical will not accept new orders or ship existing orders for an account that is “On Hold”. This may also result in the account being placed on pre-payment before ship terms for all future orders.

FREIGHT TERMS
Domestic – FOB Steamboat Springs, CO, 80487 USA
International – FCA Steamboat Springs, CO, 80487 USA

TOOLS AND SUPPLIES FOR PRODUCTION
Click provides the necessary tool for assembling the Boa Dials within each individual kit.
Torque Controlled Screwdrivers and replacement bits are available for purchase (at cost) for fabrication centers and higher volume practices that utilize 50+ kits annually.
Rivets, riveters, stitching, and other standard means of producing Orthotics and Prosthetics must be supplied by the Buyer.

RETURNS AND RESTOCKING FEES
Any returned items are subject to a 25% re-stocking charge. Used, damaged, discontinued, obsolete, and custom items are not eligible for return. All returns are subject to pre-approval by Click Medical. Please contact Click Medical for return materials authorization information before arranging shipment of any goods to be returned.

ORDER CANCELLATION
Orders cancelled within 15 days of the scheduled ship date will be charged a 25% cancellation fee.
Orders for custom parts or parts in custom colors cannot be cancelled.

FINANCE CHARGES
For customers with past due accounts, an 18% (eighteen percent) per annum finance charge will be accrued (1.5% per monthly) on the past due balance. Past due accounts are automatically placed on credit hold.

BANK FEES
BUYER IS RESPONSIBLE FOR BANK FEES ORIGINATING FROM THEIR BANK AND ANY INTERMEDIARY BANK FOR WIRE TRANSFERS. CLICK MEDICAL COVERS BANK FEES ON OUR SIDE ONLY.

LEGAL COSTS & COLLECTIONS
If any legal and/or collections action or proceeding is brought to enforce any right, to terminate, interpret or rescind this agreement, or otherwise which relates to or arises from any provision of this agreement, the successful party will be entitled to recover its reasonable attorney’s fees and all other costs incurred in the connection with that action or proceeding.

DISCREPANCY NOTIFICATION
Buyer must notify and show proof to Click Medical of any quality or quantity discrepancies within 30 days of receipt to be eligible for any credits.
Buyer must retain defective parts and return them to Click Medical for inspection.

SHIPMENTS
Click Medial may make partial shipments with buyer approval with no penalty.

WARRANTY
Click Medical warrants the Products sold to BUYER to be free of defects in workmanship or materials for a period of one 6 (SIX) months from the date of sales thereof by Click Medical to BUYER, but there are no other warranties which extend beyond such description. CLICK MEDICAL EXCLUDES ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTY WHICH MIGHT OTHERWISE ARISE FROM THE COURSE OF DEALING BETWEEN THE PARTIES OR FROM ANY USAGE OF TRADE.
No Third-Party Warranties: Click Medical is not providing any product warranty to customers or patients of the Buyer or to any end-user of the Products; and any such warranty shall be provided, if at all, by the Buyer at its sole expense.