This Equipment Purchase Agreement (“Agreement”) is entered into by and between Hyperbaric Health Int'l, LLC d/b/a OxyEdge (“Seller” or “HHI”) and the undersigned Buyer , located at: (“Buyer,” and together with Seller, the “Parties”). This Agreement governs Buyer’s purchase of the products and services described in Invoice No. 25533 (the “Invoice”). By executing this Agreement, Buyer accepts all terms and authorizes Seller to proceed with production and fulfillment.

1. DEFINITIONS

• “Products” means the OxyEdge-branded mild hyperbaric wellness equipment, chambers, components, accessories, and related items identified on the Invoice, together with associated documentation.

• “Delivery Point” means Seller’s shipping dock or other point of tender to the carrier at Seller’s facility.

• “Go-Live” means the earlier of (i) Buyer’s first commercial use of any Product or (ii) the date the Products are delivered and available for installation at Buyer’s site.

• “Online Warranty Policy” means Seller’s Warranty Coverage and refund policy located at: https://hyperbarichealth.io/warranty-coverage/ (as updated from time to time for future-shipped Products).

2. ORDER OF PRECEDENCE; PO TERMS REJECTED

This Agreement (including any schedules/riders) governs and controls over any conflicting terms in any purchase order, portal terms, or other Buyer documents, all of which are expressly rejected. Order of precedence: (1) this Agreement (and riders), (2) Specifications/Schedules, (3) the Invoice, (4) manuals.

3. SPECIFICATIONS; CHANGE ORDERS; CANCELLATION

(a) Specifications. The Parties will attach a Specifications Schedule identifying model(s), voltage, accessories, consumables, and site requirements; conformity is measured solely against that Schedule.
(b) Changes. Any change to scope, configuration, or schedule must be in a signed written change order; Seller may require prepayment for additions.
(c) Cancellation. Pre-shipment cancellation by Buyer is subject to a 15% cancellation fee (not less than Seller’s non-recoverable costs). Post-shipment cancellations are treated as returns under Section 12 and/or the Online Warranty Policy.

4. PRICE; TAXES; PAYMENT; SECURITY INTEREST; NO SET-OFF

(a) Price & Taxes. Unless otherwise stated on the Invoice, prices include sales/use/VAT/GST, duties, tariffs, customs brokerage, and similar taxes/fees, all of which are Buyer’s responsibility.
(b) Payment. A non-refundable deposit of 50% of the total Invoice is required to begin production; the remaining 50% is due before shipment. Payments must be made by bank wire, ACH, or other Seller-approved method, in U.S. Dollars.
(c) Late Charges. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law and may incur reasonable storage/handling charges. Seller may suspend performance until all past-due sums are received.
(d) Security Interest. Buyer grants Seller a purchase-money security interest (PMSI) in the Products until paid in full and authorizes Seller to file financing statements and take all actions to perfect and enforce its interest. Buyer shall keep the Products separate/identifiable and free of liens until full payment.
(e) No Set-Off. Buyer shall not withhold, set off, or net any amounts due to Seller.

5. PRODUCTION; TITLE; RISK OF LOSS; DELIVERY; INSPECTION

(a) Production Estimate. Production is estimated at 3–4 weeks from cleared deposit, subject to change for supply chain or other conditions outside Seller’s control.
(b) Shipment Terms. FOB Seller’s facility (UCC) or FCA Seller’s facility (Incoterms® 2020), as applicable. Shipping is estimated  at 3-4 weeks. For a total timeframe of 7-8 weeks. 
(c) Title & Risk of Loss. Title and risk of loss pass to Buyer upon Seller’s tender of the Products to the carrier at the Delivery Point.
(d) Insurance & Tracking. Seller will arrange commercially reasonable cargo insurance for transit and provide pre-shipment photos and tracking; such insurance does not alter the passage of title/risk under Section 5(c).
(e) Delivery Estimates. Post-shipment transit is typically 2–4 weeks; Seller is not liable for carrier, customs, or governmental delays.
(f) Inspection/Deemed Acceptance. Buyer shall inspect upon delivery and notify Seller in writing within five (5) business days of any non-conformity. Absent timely notice, or upon first commercial use, the Products are deemed accepted.

6. INSTALLATION; SITE READINESS

Buyer is solely responsible for site readiness, utilities, and compliance with applicable codes and manufacturer specifications. Any on-site services by Seller (if offered) will be provided under a separate Services Statement of Work (SOW) and are billable if Buyer-caused delays occur.

7. TRAINING; OPERATOR QUALIFICATIONS; SOPs

(a) Scope of Training by Seller (Limited). As a courtesy, Seller will provide basic operator orientation (remote or on-site, up to hours) covering standard setup, normal operation, routine maintenance, and safety guidelines. Training is informational only and does not constitute certification, licensure, or medical advice.
(b) Buyer’s Training & Supervision Obligations. Buyer is solely responsible for (i) training, supervising, and scheduling its personnel; (ii) ensuring that only trained operators aged 18 or older run sessions; and (iii) enforcing written standard operating procedures (SOPs). Buyer shall ensure a Responsible Adult Supervisor (18+) is physically present on premises and able to intervene during any session.
(c) Staffing Ratio & Competency. Buyer shall maintain at least one trained operator per active chamber and a second staff member on premises during operating hours. Seller may provide a suggested competency checklist; Buyer remains responsible for assessing/documenting competency.
(d) Client Screening & Contraindications. Buyer shall implement pre-use screening consistent with Seller’s published guidelines and Buyer’s policies. Therapeutic determinations are the Buyer’s responsibility and not part of Seller’s training.
(e) Emergency Protocols & Logs. Buyer shall maintain readily accessible emergency stop/decompression procedures, conduct drills at least quarterly, and maintain incident/training logs for years.
(f) Safe Use Statement. The Products are mild hyperbaric wellness equipment and are very safe when used correctly. Buyer shall operate strictly in accordance with manuals/SOPs, including pressure/time limits and maintenance intervals; any deviation is at Buyer’s sole risk.

8. WARRANTY; REFUNDS; RMA 

(a) Policy Incorporated. The Online Warranty Policy located at https://hyperbarichealth.io/warranty-coverage/ is incorporated by reference and governs all warranty, refund, and RMA matters. In the event of a conflict with this Agreement, the Online Warranty Policy controls for warranty/refund/RMA topics only.
(b) RMA Required. No warranty or return will be processed without an RMA obtained through Seller’s designated channel and compliance with packaging/diagnostic requirements. “No trouble found” evaluations may be returned at Buyer’s cost, as permitted by the Online Warranty Policy.
(c) Exclusions; Third-Party Components. Exclusions and any third-party/OEM pass-through terms are as stated in the Online Warranty Policy and manuals.
(d) Exclusive Remedies; Disclaimers. To the maximum extent permitted by law, the remedies stated in the Online Warranty Policy (repair/replacement/credit/refund where applicable) are exclusive. EXCEPT AS EXPRESSLY PROVIDED THEREIN, THE PRODUCTS AND ANY TRAINING ARE PROVIDED “AS IS,” AND SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. OPTIONAL BUY-BACK PROGRAM 

At Seller’s sole discretion, and only if Buyer is not in default, Seller may repurchase eligible Products as follows:
(a) Window; Frequency. One-time per location; Buyer’s written request must be received within three months after Go-Live.
(b) Eligible Goods. Non-custom, standard-configuration units only. Excluded: custom/configured-to-order items, units with non-OxyEdge modifications, consumables, and third-party-branded/co-branded units.
(c) Condition Standards. Fully functional; free of liens; within 350 hours; cosmetic grade B or better; all original accessories/docs; unaltered compliance and brand markings. Pre-inspection video and diagnostics may be required.
(d) Repurchase Price. 80% of net purchase price minus: (i) 20% per full calendar month in service (depreciation); (ii) refurbishment/missing parts; and (iii) de-installation, crating, freight, insurance, and transit risk back to Seller’s facility.
(e) Process; Title. Title/risk transfers to Seller only upon receipt and inspection at Seller’s facility. Payment (net of offsets) within 30 days after acceptance.
(f) Offsets; Cap; Withdrawal. Seller may offset any unpaid amounts owed by Buyer. Program may be capped at 2 units per calendar quarter and may be withdrawn prospectively by notice (not affecting timely-submitted requests).

10. INTELLECTUAL PROPERTY; TRADEMARKS; LOGOS

(a) Ownership. OxyEdge™, Hyperbaric Health Int’l™, and all associated names, logos, trade dress, graphics, manuals, firmware/software, and other proprietary materials are and remain the exclusive property of Seller or its licensors. No IP rights are sold or assigned.
(b) Limited Display License. Buyer receives a limited, non-exclusive, non-transferable, royalty-free license during Product ownership to display Seller’s unaltered Product logos as affixed to the Products solely to identify the Products at Buyer’s facility.
(c) Restrictions. No use of Seller’s marks in advertising, corporate names, domains, social media, or promotional content without Seller’s prior written consent. Buyer shall not obscure, remove, or modify any marks. On resale, decommission, or upon Seller’s request following a material breach, Buyer shall cease any use of Seller marks beyond the affixed logos.

11. CONFIDENTIALITY; NON-DISPARAGEMENT

Buyer shall keep confidential Seller’s pricing, technical documentation, training materials, and other non-public information and shall not reverse-engineer the Products. Buyer shall not disparage Seller or its affiliates publicly or privately (including online) for five (5) years. The Parties agree that $10,000 per incident is a reasonable liquidated damages estimate of harm for willful, material breaches of this Section, without limiting Seller’s right to seek equitable relief.

12. RETURNS OUTSIDE WARRANTY; STORAGE; ACCEPTANCE

(a) Returns Outside Warranty. To the extent permitted by the Online Warranty Policy, non-custom goods may be returned in unused, original-packaging condition with prior RMA and may incur up to a 25% restocking fee, plus all freight/insurance, each prepaid by Buyer. Custom/configured items are non-returnable.
(b) Deferral & Storage. If Buyer defers shipment or installation more than 7 days after notice of readiness, Seller may invoice the balance and charge reasonable storage and insurance fees; risk of loss during storage is Buyer’s responsibility.
(c) Deemed Acceptance. See Section 5(f).

13. INDEMNITY; INSURANCE

(a) Buyer Indemnity. To the fullest extent permitted by law, Buyer shall defend, indemnify, and hold harmless Seller, its affiliates, and their respective directors, officers, employees, and agents from and against all claims, demands, losses, liabilities, fines, penalties, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Buyer’s installation, operation, use, or maintenance of the Products; (ii) Buyer’s staffing, training, supervision (including younger staff), or failure to follow manuals/SOPs/law; (iii) Buyer’s marketing or representations; and/or (iv) injuries to persons or property occurring at Buyer’s facilities, except to the extent finally determined to have been caused by Seller’s gross negligence or willful misconduct.
(b) Insurance. Buyer shall maintain, at its expense, Commercial General Liability insurance (including products/completed operations) with limits of not less than $1,000,000 per occurrence / $2,000,000 aggregate, name Seller as additional insured on a primary and non-contributory basis, provide waiver of subrogation, and furnish certificates of insurance prior to shipment and upon renewal.

14. LIMITATION OF LIABILITY

IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REVENUE, OR USE; BUSINESS INTERRUPTION; OR COVER), EVEN IF ADVISED OF THE POSSIBILITY. SELLER’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY BUYER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

15. COMPLIANCE; EXPORT; HEALTH CLAIMS; ANTI-BRIBERY

Buyer is responsible for compliance with all applicable laws, codes, and standards, including occupational health and safety requirements. Products and materials are for wellness/performance only and are not medical devices; Buyer shall not make therapeutic or diagnostic claims absent Seller’s prior written approval. Buyer shall comply with applicable export, re-export, and sanctions laws and the U.S. Foreign Corrupt Practices Act/UK Bribery Act; Seller may suspend performance for suspected violations.

16. NON-PAYMENT; CHARGEBACKS

Unpaid balances may delay or cancel orders at Seller’s discretion. Buyer waives chargeback rights except in cases of proven fraud by Seller. Unauthorized chargebacks are a material breach; Buyer shall reimburse Seller for reasonable attorneys’ fees, collection costs, chargeback fees, and related damages.

17. FORCE MAJEURE

Seller is not liable for delays or non-performance caused by events beyond its reasonable control, including acts of God, epidemics, labor issues, shortages, tariffs, carrier failures, customs holds, embargoes, or governmental actions. Deadlines are extended for the duration of such events.

18. GOVERNING LAW; DISPUTE RESOLUTION; INJUNCTIVE RELIEF; FEES

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-laws rules. Any dispute shall be resolved by binding arbitration in Virginia Beach, Virginia under the Commercial Rules of the American Arbitration Association (AAA). Either Party may seek temporary or permanent injunctive relief in any court of competent jurisdiction to protect IP/confidentiality rights. The prevailing party is entitled to reasonable attorneys’ fees and costs. Judgment on the award may be entered in any court of competent jurisdiction. Venue/seat: Virginia Beach, VA.

19. NOTICES; ASSIGNMENT; MISCELLANEOUS

(a) Notices. Notices must be in writing and delivered by reputable courier or by email with confirmation to the contacts on the Invoice (effective upon confirmed receipt).
(b) Assignment. Buyer may not assign or transfer this Agreement or any rights in the Products without Seller’s prior written consent; any attempted assignment is void.
(c) Entire Agreement; Amendments. This Agreement (including the Online Warranty Policy, Specifications, and any riders) constitutes the entire agreement and supersedes all prior discussions. Amendments/waivers must be in a signed writing.
(d) Severability. If any provision is held invalid, the remainder will remain in full force to the maximum extent permitted.
(e) Headings. Headings are for convenience only and not interpretive.
(f) Counterparts; E-Sign. This Agreement may be executed in counterparts and by electronic signature; each is deemed an original.
(g) Survival. Sections 4(d)–(e), 4(d)–(e), 5(c)–(f), 7–15, 18, and 19 survive expiration/termination.