TERMS AND CONDITIONS

These terms and conditions shall apply to all purchases of good, products and services from West Coast Surgical LLC. Should a conflict exist between any term and condition herein with a term and condition in any written agreement between the Parties, the terms and condition contained in the written agreement shall take precedence. Should a conflict exist between a term and condition contained in a purchase order or other document of a purchaser of products and/or services from WCS with a term and condition herein, the term and condition herein shall take precedence.

PRICES: All prices are subject to change without notice.

ORDERS AND QUOTATIONS:
- California Contact West Coast Surgical LLC (WCS), 141 California Ave, Suite 101, Half Moon Bay, CA 94019,
- Houston Contact West Coast Surgical LLC, 10727 Kinghurst, Houston, TX 77099 - Call (650) 728-8095 by phone, or (650) 728-8096 by fax, to place an order and for formal quotations.

TERMS: All invoices are payable Net 30 days unless otherwise stated in a mutually agreed upon contract from date of invoice, interest of 1.5% per month will be charged on all delinquent balances.

TAXES: Any customer without requisite tax exempt certificates on file at WCS will be charged the amount of any sales, use, or occupational taxes on the invoice price of all items purchased at the date of shipment.

FREIGHT: Prices quoted are FOB, from either Houston, Texas or Half Moon Bay, California. Orders will be shipped via the carrier of WCS’s choice. If the customer requests a specific carrier, a special handling charge will be included on our invoice to cover the processing and carrier charges resulting from the customer’s request. RISK OF LOSS shall pass to Customer at the time the carrier accepts receipt of the good and Products.

ACCEPTANCE: All orders are subject to approval and acceptance by WCS.

CREDIT: WCS reserves the right to refuse orders, suspend credit and cancel unfilled orders when credit conditions of a customer warrant such action or should there any customer invoice in arrears.

SHIPMENTS, DAMAGES AND SHORTAGES IN TRANSIT: Shipment schedules are approximate and are as accurate as conditions permit on the date the schedules are provided. WCS assumes no responsibility or liability for unforeseen delays in making delivery. When signing for receipt of goods, all visible damage and/or shortage to cartons must be indicated on the carrier delivery receipt so that a claim may be filed with the carrier. WCS may make partial shipments with customer consent, which the customer shall accept and pay for at the prices specified on maturity of the invoice involved. The customer shall inspect all items upon arrival and give written notice to WCS of any claim for a shortage within seven (7) days after receipt of shipment. Should orders for Products exceed WCS’s available manufacturing capacity, WCS reserves the right to manufacture and deliver Products between and among its Customers on a basis WCS deems equitable, in its sole discretion, and without liability to Customer on account of the method of allocation chosen or its implementation.

WARRANTY: Every surgical instrument is guaranteed to be free of functional defects in workmanship and materials for a period of 5 (five) years from invoice date. Any Product delivered from WCS proving to be defective will be replaced or repaired at WCS’s discretion, at no charge. Warranty is void if repairs are performed by anyone other than WCS, or if the Product was misused or mishandled.

RETURNED GOODS POLICY: Unless otherwise agreed by WCS and Customer, Customer shall not have the right to cancel any order nor shall it have the right to return conforming Products. In the event WCS and Customer agree to permit returns, a products shall be returnable only with a WCS Returned Goods Authorizations (RGA) number. This number will be issued to you by the WCS Customer Service Department upon notification of your desire to return merchandise, and if the return is within this policy. RGA numbers will automatically expire 30 days from the issue date if the return is not received by WCS within 30 days.

Returns must be shipped prepaid to:
West Coast Surgical LLC, 141 California Ave.,
Suite 101, Half Moon Bay, CA 94019.
Collect shipments will not be accepted. Shipping charges will be credited if the return was due to WCS’s error. Products returned without an RGA number will be returned to the customer at the customer’s expense. Returned goods shipments must be accompanied by a copy of the WCS invoice or packing list, and the RGA number. Please mark the outside of the package “Returned Goods, RGA #:_____. Even in the case where Customer shall have the right to return conforming products, in no event shall Customer have the right to return a product which has been delivered more than thirty (30) days ago or any Product which has been used and/or is without original packaging, labeling and complete seals.

MISCELLENEOUS PROVISIONS:
1. No contaminated Product shall be returned by Customer without prior proof of sterilization. Proof of sterilization shall be a condition precedent to WCS’s obligation to accept a return or defective Product.

2. Unless otherwise specified, WCS uses hospital grade instrument lubricant on metal moving components.

3. Mediation and Waiver of Trial by Jury. If a dispute arises under this Agreement, WCS and Customer agree to first try to resolve the dispute with the help of a mutually agreed- upon mediator in Sugar Land or Fort Bend County, Texas. Any costs and fees (other than each Parties own attorney’s fees) associated with the mediation shall be shared equally by the parties. In the event it becomes necessary for either party to file a lawsuit, both WCS and Customer agree to WAIVE THEIR RIGHT TO A TRIAL BY JURY.

4. Limitation on Recovery of Attorney’s Fees. Except for the collection of any unpaid invoices owed by Customer to WCS, if any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees (whether based in law or by contract), costs and expenses up to but not exceeding $25,000.00, which amount includes attorney’s fees for an appeal. The Parties agree to waive collection of any award of attorney’s fees in excess of $25,000.00.

5. Conflict of Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY TEXAS STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN OR NEAREST TO FORT BEND COUNTY, TEXAS, AND ANY APPELLATE COURT FROM ANY OF THE AFOREMENTIONED COURTS, WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND CONSENT TO THE SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.

6. Force Majeure. Neither WCS nor Customer shall be responsible for any failure to perform due to unforeseen circumstance nor to causes beyond its reasonable control, including but not limited to acts of God, epidemic and pandemic, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

Revision Date	Summary of Changes
7/29/2025	Initial Release