Terms of Sale

Version 2026-08-07-v5 · Effective August 7, 2026 · Issued by ALEVA TECHNOLOGIES INC.

1. Contract and order acceptance

These Terms apply to products, repairs, inspections, engineering, replacement, exchange, and related services. A quotation is an invitation to order, not an acceptance. A contract exists only when ALEVA issues a written order confirmation or otherwise confirms acceptance. An accepted quotation, order confirmation, invoice, written warranty, and these Terms form the agreement; a signed agreement controls over conflicting language.

Every order, including an order for which payment has been authorized or collected, remains conditional on ALEVA’s final written acceptance, verification of available inventory or supply, confirmation of the applicable price and acquisition cost, and ability to perform. An automated receipt, Checkout confirmation, pro forma, payment capture, or invoice generation does not by itself confirm inventory allocation or constitute final acceptance.

2. Customer authority and verification

The customer represents that it is purchasing for authorized professional or business use, has authority to order, and has supplied accurate billing, shipping, organization, credential, end-use, and tax information. ALEVA may request records, verify them with issuing bodies, require an end-use statement, or reject, delay, suspend, or cancel an order in its discretion where verification is incomplete or risk is unacceptable.

Before payment, the authorized purchaser must affirmatively attest that the purchaser and intended users hold all licences, credentials, facility permissions, and other authorizations required by applicable law, product labeling, and intended use, and accept responsibility for lawful import, possession, resale, and use. ALEVA records the account, time, and version of this attestation. The attestation is a material representation and does not limit ALEVA's right to verify, reject, suspend, or cancel an order.

3. Medical-device and market restrictions

Payment and shipment do not establish that a product or customer is licensed, cleared, registered, or authorized. For United States or Canadian destinations, ALEVA requires manual buyer-eligibility review before payment. Acceptable evidence may include an applicable practitioner licence, a professional ultrasound credential together with any legally required supervision or authority, a healthcare-facility record, or reseller/distributor/importer authorization applicable to the role.

A professional credential such as ARDMS may support review but does not by itself override prescription labeling, state or provincial scope-of-practice rules, facility requirements, FDA requirements, Health Canada device licensing, or MDEL obligations. The customer must ensure that the specific product is authorized for the destination and intended use.

4. Product description, condition, and compatibility

The quotation identifies the item, condition, included accessories, and known compatibility. Products may be new, compatible replacement, refurbished, repaired, used, exchange, or service parts. The customer must verify system model, connector, software, intended application, and compatibility before approval and must not use any product that appears damaged, incompatible, improperly labeled, or unsafe.

5. Prices, taxes, and corrections

Prices are in the stated currency and may exclude taxes, duties, brokerage, installation, validation, insurance, and special handling unless expressly included. The customer is responsible for all applicable amounts and valid exemption records. ALEVA may correct obvious pricing, specification, or calculation errors before shipment and may cancel and refund an affected item if the customer rejects the correction.

If, before shipment or performance, inventory is depleted before final allocation, an item or required component becomes unavailable, a supplier cancels or changes availability, the applicable market or supplier price materially changes, or a listed, quoted, or calculated price is erroneous, ALEVA may reject or cancel the affected order or item instead of performing. ALEVA will promptly return the amount actually received for the cancelled item to the original payment method where practicable. To the fullest extent permitted by law, that refund is the customer’s exclusive remedy for the cancellation, and ALEVA is not liable for replacement or cover costs, price differences, lost profit, lost use, lost opportunity, or other indirect or consequential loss. Nothing in this paragraph limits notice, refund, or other rights and obligations that applicable law does not permit the parties to waive.

August 2026 limited-time probe promotion

From August 7, 2026 at 12:00 a.m. Pacific Time through August 31, 2026 at 11:59 p.m. Pacific Time, ALEVA will apply a five-percent discount automatically to eligible probe products ordered through the authenticated ALEVA online catalog. The server-generated pro forma controls the eligible subtotal, discount, and final amount due. The promotion applies only while active and only to eligible standard catalog products; it excludes repairs and other services, shipping, tax, duties, insurance, custom or configured products, special orders, prior purchases, and amounts stated as non-discountable. It cannot be combined with another discount, credit, negotiated price, distributor price, or promotional offer unless ALEVA agrees in writing. Availability, order acceptance, customer verification, cancellation and refund rights, the seven-day satisfaction return, and the 12-month limited warranty remain subject to these Terms.

6. Payment

Payment is due as stated in the quotation or invoice. ALEVA may require cleared funds, identity verification, fraud screening, deposit, or full prepayment. Card acceptance is subject to Stripe and issuing-bank approval. A chargeback is not a substitute for the agreed dispute process. ALEVA may suspend performance for overdue or disputed amounts.

7. Delivery, title, and risk

Dates are estimates unless expressly guaranteed. Partial shipment is permitted. Delivery terms, title, and risk of loss are stated in the order confirmation; if unstated, risk transfers when the shipment is tendered to the carrier and title transfers after full cleared payment. The customer is responsible for import clearance, destination compliance, and accurate delivery information.

8. Inspection and claims

The customer must inspect promptly. Visible shipping damage, shortage, or incorrect shipment must be reported with photographs and carrier records within five business days after delivery. Latent defects must be reported promptly after discovery and within any written warranty period. Failure to provide timely evidence may limit remedies to the extent permitted by law.

9. Cancellations and returns

Orders cannot be cancelled after acceptance without ALEVA’s written consent. Custom, configured, special-order, opened sterile or hygiene-sensitive, downloaded, licensed, completed service, and non-stock items are non-cancellable and non-returnable except where mandatory law or an express written warranty requires otherwise.

Seven-day probe satisfaction return, including clinical evaluation. A standard-stock ultrasound probe purchased from ALEVA is eligible for a satisfaction return when the customer requests an RMA within seven calendar days after delivery. Appropriate evaluation on a patient or in another clinical procedure does not by itself disqualify the return, provided the evaluation complied with product labeling, applicable law, facility policy, infection-control requirements, and the intended use. The probe must be returned complete, undamaged, unmodified, with its supplied accessories and packaging. Before shipment, the customer must clean, disinfect or sterilize, and decontaminate the probe as required by its labeling and applicable standards; provide ALEVA’s completed decontamination declaration; package it safely; and follow the RMA instructions. After receipt, safety review, and inspection, ALEVA will refund the product purchase price to the original payment method where practicable. Original and return shipping, customs, brokerage, insurance, expedited charges, and other non-recoverable transaction costs are not refundable unless the return results from ALEVA’s error or a covered defect. Custom, configured, special-order, non-stock, damaged, modified, incomplete, improperly used, or unsafe-to-handle probes are excluded except where mandatory law or a written warranty requires otherwise.

Any other return requires prior written RMA approval, must be unused and complete, and must arrive in the approved condition and period. ALEVA may deduct original and return freight, inspection, repair, missing parts, diminished value, payment costs that are not recoverable, and a restocking charge up to 25%. Unauthorized returns may be refused. Refunds are issued only after inspection and to the original payment method where practicable.

10. Limited warranty and exclusive remedy

Twelve-month probe warranty. Every ultrasound probe sold by ALEVA includes a 12-month limited warranty beginning on delivery to the original customer. The warranty covers defects in materials or workmanship in the identified probe under normal, authorized use when the customer has not misused, accidentally damaged, improperly cleaned or stored, modified, or subjected the probe to unauthorized repair. Coverage remains subject to the exclusions below and the applicable quotation, invoice, or written warranty. ALEVA’s obligation and the customer’s exclusive remedy for a covered defect is, at ALEVA’s option, repair, replacement, re-performance, account credit, or refund of the amount paid for the affected item. Repaired or replacement items are covered only for the remainder of the original period unless stated otherwise.

Loaner probe support. When an approved warranty claim requires evaluation or repair that takes the covered probe out of service, ALEVA will offer a compatible loaner without a rental charge, subject to compatible inventory, destination, and a separate loaner agreement. The customer remains responsible for timely return, proper cleaning and handling, loss, damage, and shipping or other charges stated in the loaner agreement. If the exact model is not immediately available, ALEVA will identify any compatible alternative and expected availability. Loaner support is not part of the seven-day satisfaction return.

11. Warranty exclusions

Coverage does not include misuse, accident, unauthorized repair or modification, incompatible equipment, improper cleaning or disinfection, contamination, ordinary wear, cosmetic damage, consumables, cables or connectors damaged by handling, improper storage or transport, power or network issues, failure to follow labeling, or use outside specifications.

12. Disclaimer and liability cap

Except for an express written warranty and non-waivable obligations, products and services are supplied “as is.” ALEVA disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and results. ALEVA is not liable for indirect, incidental, special, punitive, exemplary, or consequential loss; lost profit, revenue, data, use, opportunity, or downtime; substitute equipment; or clinical decisions. Aggregate liability will not exceed the amount paid to ALEVA for the specific product or service giving rise to the claim.

13. Customer indemnity

The customer will defend, indemnify, and hold harmless ALEVA from third-party claims and regulatory consequences arising from customer misrepresentation, unlawful import or resale, off-label or unauthorized use, clinical operation, modification, failure to train users, or failure to follow labeling, except to the extent caused by ALEVA conduct that cannot lawfully be excluded.

14. Force majeure and allocation

ALEVA is not liable for delay or failure caused by events beyond reasonable control, including supplier failure, shortage, carrier disruption, cyber incident, government action, export restriction, disaster, labor disruption, epidemic, or utility failure. ALEVA may allocate limited supply among customers.

15. Export, sanctions, and records

The customer must comply with export controls, sanctions, anti-corruption rules, medical-device regulations, traceability, complaint, recall, and adverse-event obligations applicable to its role. It must not divert products to prohibited users, uses, or destinations and must provide distribution or end-use records when lawfully required.

16. Law, venue, and non-waivable rights

California law governs. State and federal courts located in Orange County, California have exclusive jurisdiction unless mandatory law requires otherwise. The Uniform Nations Convention on Contracts for the International Sale of Goods does not apply. Nothing excludes rights or liabilities that applicable law does not permit the parties to exclude.