Medilab Global Corp

1. Incorporation

These Terms and Conditions constitute an integral part of this Sales Agreement between the parties for the sale and purchase of Equipment. The terms and conditions set forth herein are adopted by the parties and incorporated into this Sales Agreement as more fully set forth therein and shall govern the rights and responsibilities of the parties.

To the extent that the terms and conditions contained herein are inconsistent with the signed pages of this Sales Agreement, the terms contained in the signed pages shall control.

2. Entire Sales Agreement

This Sales Agreement constitutes the entire agreement between the parties and supersedes any and all statements, descriptions of Equipment, prior negotiations, course of dealing, or usage of trade previously existing between the parties.

Neither Seller nor Buyer has entered into this Sales Agreement in reliance upon any representation, warranty, condition, or undertaking not expressly set out in this agreement.

3. Modification

After execution by the Buyer, this Sales Agreement may only be modified through a written Change Order signed by authorized representatives of both parties.

4. Purchase Price and Payment Terms

The Purchase Price shall be paid in United States Dollars (USD).

The amount stated in this Sales Agreement does not include taxes, regulatory fees, permits, duties, tariffs, customs entry service fees, terminal service charges, or any other applicable charges unless explicitly stated. These costs are the sole responsibility of the Buyer.

Unless otherwise agreed in writing:

• No equipment will be released until full payment has been received in Seller’s bank account and is accessible without conditions.
• If Buyer fails to pay the balance by the due date, the deposit becomes non-refundable and a 10% monthly interest fee will be applied to the outstanding balance.
• Payments must be made via wire transfer, with all bank charges paid by the sender.
• Refunds, if applicable, are only available within 30 days of purchase, and store credit may be issued within four (4) months of purchase.

5. Inspection

Buyer may, at its own expense, inspect the Equipment to verify configuration, functionality, and condition.

Inspection must occur within ten (10) business days after execution of this Sales Agreement unless otherwise specified.

Failure to inspect within this time frame constitutes acceptance of the Equipment.

If Buyer determines a material non-conformity, Buyer must notify Seller within two (2) days after inspection. Seller may then:

• Repair or adjust the equipment
• Offer a price adjustment
• Terminate the Sales Agreement and refund payments made

6. Delay

If Buyer fails to take possession of the Equipment within seven (7) days after it becomes available, Seller may:

• Charge storage costs: $250/month for portable systems, $500/month for fixed systems, market rate for powered/mobile systems
• Demand immediate payment
• Remove equipment at Buyer’s cost
• Terminate the agreement and retain deposits

If Equipment remains uncollected for three (3) months, Seller retains ownership and all monies paid.

7. Delivery

Delivery dates are approximate and subject to circumstances beyond Seller’s control.

Seller shall not be liable for delays caused by:

• Natural disasters
• Government regulations
• Labor disputes
• Transportation shortages
• Acts of war or terrorism

Seller does not provide transportation services and shall not be responsible for third-party shipping arrangements made by Buyer.

Shipping terms follow Incoterms 2010 unless otherwise stated.

8. Installation

If installation services are included, Buyer must ensure the site is ready prior to delivery.

If installation is delayed due to Buyer:

• $1,500/day engineer standby fee may apply
• Travel redeployment fees may apply
• Additional transport or storage charges may apply

Buyer must provide a qualified representative during installation.

Failure to report issues within 48 hours waives installation claims.

9. EX-WORKS Sales

For EXW transactions, risk of loss transfers when Buyer is notified the equipment is available for pickup.

Buyer is responsible for:

• De-installation
• Packing
• Shipping
• Insurance
• Re-installation

Buyer must maintain liability insurance of $1M per occurrence and $2M aggregate. Seller must be named as an additional insured.

10. Reservation of Title; Security Interest

Title transfers only after Seller obtains legal title and receives full payment.

Seller retains a security interest in the equipment until all obligations are fulfilled.

Seller may file financing statements to secure this interest.

11. Disclaimer of Warranties

Unless otherwise stated, the Equipment is sold “AS IS, WHERE IS, WITH ALL FAULTS.”

Seller provides no express or implied warranties, including:

• Merchantability
• Fitness for a particular purpose
• Specification accuracy
• Operational guarantees

12. Limitation of Liability

Seller shall not be liable for:

• Consequential damages
• Loss of profit
• Business interruption
• Equipment downtime
• Replacement equipment costs

Seller’s liability shall never exceed the Purchase Price of the Equipment.

13. Licensed Products

Seller claims no rights to software or licensed products included with the equipment.

Buyer is responsible for obtaining legal licenses from software owners.

14. Subject to Availability

Seller’s obligations are subject to equipment availability.

15. Non-Circumvention

Buyer agrees not to bypass Seller to purchase equipment directly from Seller’s source for two (2) years.

If Buyer does so, Buyer agrees to pay Seller a 25% finder’s fee.

16. Buyer’s Representations and Responsibilities

Buyer represents that the equipment will not be:

• Used unlawfully
• Operated by untrained personnel
• Used in weapons development
• Exported illegally

Buyer must comply with all applicable laws and regulations.

17. Destination Control

Buyer agrees equipment may not be exported or resold to another country without authorization from the U.S. Government where required.

18. Financed Purchases

Seller is not obligated to accept third-party financing.

Buyer remains responsible for all payment obligations until payment is completed.

19. Default

If Buyer defaults, Seller may:

• Suspend performance
• Terminate the agreement
• Retain 25% of the Purchase Price as liquidated damages
• Recover legal costs

20. Severability

If any provision is invalid, the remainder of the agreement remains enforceable.

21. Assignment

Buyer may not assign this agreement without Seller’s written consent.

22. Waiver

Failure to enforce any provision does not waive Seller’s rights.

23. Governing Law; Dispute Resolution

This agreement shall be governed by the laws of the State of Florida.

Disputes shall first be attempted to be resolved through good faith negotiation.

If unresolved, disputes shall be resolved in Florida courts.

24. Transportation and Storage Disclaimer

Buyer acknowledges that Seller does not provide transportation or storage services.

If Seller assists Buyer in locating or recommending a transportation company or storage facility, such providers are independent third parties.

Seller shall not be responsible for:

• Transportation damages
• Shipping delays
• Accidents
• Theft
• Storage disputes
• Insurance claims
• Handling or logistics issues

Buyer agrees to release, indemnify, and hold harmless Seller, its owners, employees, and representatives from any claims arising from transportation or storage services provided by third parties.

Any claims must be directed to the applicable transportation company or storage provider.

This provision shall be governed by the laws of the State of Florida.