ALTHEA US, INC. STANDARD TERMS AND CONDITIONS OF SALE, REPAIR, FIELD SERVICE, AND EQUIPMENT LOAN
1. Acceptance of Terms
All quotations, sales orders, invoices, shipments, repairs, field services, loaners, and related transactions are governed by these Terms and Conditions. Acceptance of a quotation, purchase order, shipment, payment, or services constitutes acceptance of these Terms unless superseded by a written agreement signed by Althea.
2. Pricing Errors
Althea reserves the right to correct typographical, clerical, pricing, quotation, or administrative errors prior to shipment or performance.
3. Payment Terms
Payment terms are stated on the customer account, quotation, sales order, and/or invoice. Past due balances may accrue interest at the maximum rate permitted by applicable law.
4. Credit Holds
Althea may suspend shipments, repairs, warranties, loaners, or services on delinquent accounts.
5. Transactional & Exchange Sales
Products sold on an exchange basis require the Customer to return the corresponding exchange core using the Return Material Authorization ("RMA") issued by Althea at the time of sale. The required core must be shipped in accordance with the RMA instructions and received by Althea within fifteen (15) calendar days of delivery of the exchange product, unless otherwise agreed in writing.
The exchange price is conditioned upon Althea's timely receipt of a Like and Repairable core.
For purposes of these Terms:
"Like" means the returned core is the same part number, model, version, revision, configuration, or other substantially equivalent product classification as the product supplied by Althea, as reasonably determined by Althea.
"Repairable" means the returned core has not sustained physical, electrical, environmental, liquid, contamination, component, or other damage beyond what Althea reasonably determines can be repaired or refurbished through its normal repair processes.
A returned core may be deemed "Not Like" if it is a different version, revision, model, configuration, or otherwise not substantially equivalent to the exchange product supplied.
A returned core may be deemed "Not Repairable" if its condition, damage, missing components, modification, contamination, or other circumstances make repair or refurbishment commercially unreasonable or impracticable, as reasonably determined by Althea.
If the Customer:
- fails to return the required core by the applicable due date;
- returns a core without the applicable RMA or in a manner that prevents Althea from reasonably identifying or processing the return;
- returns a core that is Not Like; or
- returns a core that is Not Repairable,
Althea may issue an additional invoice ("Additional Bill") for the applicable core charge or the difference between the exchange price and the replacement value of the product supplied.
The amount of the Additional Bill may be determined by Althea based on commercially reasonable factors, including replacement cost, procurement cost, market availability, scarcity, condition of the returned core, repairability, and administrative expense.
Payment of an Additional Bill does not transfer ownership of any product or core to the Customer unless expressly stated by Althea in writing. Acceptance or possession of a returned core does not constitute acceptance of the core as Like and Repairable or waive Althea's right to assess an Additional Bill following inspection.
6. Returns
Returns require prior written authorization and an RMA. Requests must be made within fifteen (15) calendar days of delivery. Approved returns must be unused, uninstalled, in original packaging, in resalable condition, include the RMA, and be received within fifteen (15) days after the RMA is issued.
7. Final Sale / Non-Returnable Products
Special-order products, non-stock items procured for a specific customer, OEM-direct shipments, custom-configured products, electrical assemblies, circuit boards, electronic components, software, firmware, license keys, installed or modified products, products returned without an RMA, products returned outside the return period, damaged or contaminated products, and any item identified as Final Sale, Non-Returnable, or Special Order are not eligible for return or credit unless shipped in error by Althea or covered by warranty. Althea has sole discretion to determine eligibility for credit.
8. Restocking
Approved returns are subject to inspection and a minimum 25% restocking fee. Additional charges may apply where testing, refurbishment, repackaging, or recertification is required.
9. Inspection and Acceptance
Customer must inspect shipments within five (5) business days and report shortages, shipping damage, or incorrect shipments in writing. Otherwise, products are deemed accepted.
10. Warranty
Unless otherwise stated in writing, repaired products and qualifying parts are warranted for ninety (90) days from shipment. Warranty is limited to repair, replacement, or credit at Althea's option and excludes misuse, improper installation, abuse, unauthorized repair, accidents, and normal wear. Customers must cooperate with troubleshooting before warranty authorization.
11. Used / Refurbished Products
Unless specifically sold as new, products may be repaired, refurbished, remanufactured, or harvested from previously used equipment.
12. Depot Repair
Evaluation charges may apply if a repair estimate is declined. Equipment remaining unpaid or unclaimed for more than ninety (90) days after notice may be disposed of as permitted by law.
13. Loaner Equipment
Loaners remain Althea's property unless otherwise agreed in writing. Loaners must be returned within fifteen (15) calendar days after the repaired equipment is returned. Beginning on Day 16, Althea will assess a rental fee of $500.00 per day until accumulated charges reach $15,000.00. Upon reaching $15,000.00, the customer shall be deemed to have purchased the loaner equipment, title and risk of loss shall transfer to the customer, and the full purchase price of $15,000.00 shall become immediately due and payable, whether or not the equipment is subsequently returned.
14. Shipping
Unless expressly agreed otherwise in writing, the customer is responsible for all shipping, freight, insurance, handling, and transportation charges. Upon written request, Althea may ship using the customer's carrier account.
15. No Setoff
Customer may not withhold or offset payment due to disputes or warranty claims.
16. Collection Costs
Customer shall pay reasonable collection costs, attorney's fees, court costs, and related expenses to the extent permitted by law.
17. Limitation of Liability
Althea's liability shall not exceed the amount paid for the affected product or service. Althea shall not be liable for consequential, incidental, indirect, or special damages, including lost revenue, downtime, labor, rentals, or lost profits.
18. Governing Law
These Terms are governed by Tennessee law.
19. Website Version
The current version posted on Althea's website governs unless superseded by a signed written agreement.
20. Survival
Applicable provisions survive completion or termination.
21. Taxes
Customer is responsible for all applicable taxes unless a valid exemption certificate is provided before shipment. Customer shall reimburse Althea for taxes, penalties, and interest arising from invalid or missing exemption documentation.
22. Repair Estimates
Repair estimates are valid for thirty (30) days unless otherwise stated. Additional defects discovered during repair may require a revised estimate and customer approval.
23. Customer Delays
Althea is not responsible for delays caused by customer inaction, unavailable equipment, scheduling conflicts, supplier delays, or events beyond Althea's reasonable control.
24. Order Cancellation
Orders may not be cancelled after shipment. Special-order items may not be cancelled once procurement has begun. Customer is responsible for costs incurred before cancellation.
25. Field Service
Customer shall provide safe access to equipment and a safe working environment. Althea may suspend work where unsafe conditions exist.
26. Customer-Supplied Equipment
Customer represents that equipment shipped to Althea has been properly decontaminated and is safe for handling. Customer is responsible for undisclosed hazardous materials or biohazards.
27. Force Majeure
Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, labor disputes, transportation interruptions, governmental actions, pandemics, or supplier shortages.
28. Product Availability
Availability is subject to inventory and supplier conditions. Althea may substitute equivalent products where appropriate.
29. Independent Service Organization
Unless expressly stated otherwise, Althea is an independent service organization and is not affiliated with or acting on behalf of any OEM.
30. Intellectual Property
Althea retains all rights to quotations, pricing, repair procedures, documentation, software, drawings, and technical information.
31. Entire Agreement
These Terms constitute the entire agreement unless modified by a signed written agreement.
32. Waiver
Failure to enforce any provision shall not constitute a waiver.
33. Severability
If any provision is unenforceable, the remaining provisions remain in effect.
34. Assignment
Customer may not assign its rights or obligations without Althea's written consent.
35. Electronic Communications
Electronic quotations, invoices, approvals, emails, purchase orders, and signatures shall have the same legal effect as originals where permitted by law.
36. Customer Acceptance of Repairs
Following any repair or service, Customer is responsible for performing all required operational, calibration, quality assurance, regulatory, and clinical acceptance testing before placing equipment into service unless Althea has expressly agreed in writing to perform those services.
These T's & C's were last updated on August 13, 2026.