Inpection Agreement

MedWOW General Inspection Agreement

MedWOW Ltd. ("MedWOW")
125 Arch. Makarios 3, Pano Deftera, P.C. 2460,
 Nicosia, Cyprus.
Tel: +357 22 022508
Fax: +357 22 022509

Inspection Company Name ("IC")

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IC ID No.:

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IC Representative Name:

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IC Representative Official Title:

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IC Full Address: ___________________________________________________________ __
- Tel: __________________ - Fax: __________________ - E-mail: __________________

Signature of Authorized IC Representative and IC's Stamp:

Date:
______________________

Signature & Stamp: ___________________________________ _

Signature of Authorized Company Representative and Company's Stamp:

Date: ______________________

Signature & Stamp: __________________________________ __

Terms and Conditions

1. General - MedWOW ("the Company") operates an electronic-commerce website which serves as an objective online platform for third parties to trade previously-owned Medical Devices ("Devices"). As such, it is interested in providing its customers, Purchasers and Vendors alike, with an option to obtain through the website, professional and objective Device Inspection Services. [Name of Company], the Inspection Company ("IC"), is interested in providing those services. Therefore, IC hereby agrees to perform the aforementioned Inspection Services at the request of MedWow's customers and in accordance with the terms and conditions set forth in this Agreement.

2. Specific Inspection Instructions - The instructions for each inspection shall be specified in the Inspection Order Form ("IOF").

3.  No transactions with IC - At any time, whether before, during or after the performance of the inspection, IC will not engage, either directly, or through any third party, in the procurement of any devices that it inspects pursuant to this Agreement.

4. Authorization - IC hereby warrants and represents that:

4.1. Prior to inspection IC undertakes to be in possession of a valid and relevant authorization, granted by the Manufacturer or by an Authorized Representative on its behalf (the "Manufacturer"), to inspect the Devices and Models specified in the IOF.
 
4.2. IC will provide the Company with all authorization documentation immediately after signing this Agreement and no later than one month after signing. This clause comprises a suspending condition, and this agreement will become valid only if fulfilled.
  
4.3. IC will perform inspection provided that it has all necessary experience and means, including any software, hardware, tools and machines as may be required to perform a comprehensive and high quality inspection to the Device specified in the IOF.
 
4.4. Inspection will be performed only by IC personnel specifically trained by the Manufacturer to inspect the Device specified in the IOF.
4.5. IC will be solely responsible for obtaining all authorizations, licenses and certifications required by any applicable law.
 
5. Limitation of Liability - IC will defend and hold harmless the Company from and against any claims for damage, loss or expense of any kind or nature that may arise from any and all matters relating to, or in connection with any requested inspection performed by IC, or by any person on its behalf, as part of this Agreement.
 
6. Insurance - IC hereby declares that it is insured by a valid professional liability insurance policy with limits no less than the maximum value of a new device or model as specified in the IOF, where the Company shall also appear as beneficiary.
IC will provide the Company with the professional liability insurance policy immediately after signing this Agreement and no later than one month after signing. This clause comprises a suspending condition, and this agreement will become valid only if fulfilled7. Scope of Inspections - IC hereby declares that it is capable of performing the following inspection or inspections , as marked in clause 7.6:
 
7. Scope of Inspections - IC hereby declares that it is capable of performing the following inspection or inspections, as marked in clause 7.6, regarding the devices detailed in Annex I to this Agreement:
7.1. Standard Inspection while operating - prior to transaction. The inspection shall be performed on an operating Device prior to transaction and in accordance with standard specifications detailed in the IOF.
7.2. Standard Inspection while packed - prior to transaction. The inspection shall be performed on a packed Device prior to transaction and in accordance with standard specifications detailed in the IOF.
7.3. Special Inspection - prior to transaction. Special inspection shall be performed, prior to transaction, in accordance with the purchaser's specific instructions detailed in the IOF.
7.4. Dismantling Supervision - inspection of a Device dismantling process and verification that it is performed with utmost care and in accordance with the original Manufacturer's procedures.
7.5. Packing Supervision - inspection and verification that the packing process is performed with utmost care and in accordance with original Manufacturer's procedures.
7.6. Please mark the appropriate checkbox: Standard while operating / Standard while packed / Special / Dismantling / Packing
 
8. Final Inspection Report:
8.1. Confidentiality - IC will provide the Company with the Final Inspection Report. IC will maintain this report in strict confidence and will not disclose it or any part thereof to any other party.
8.2. Ownership - the Company will be the sole proprietor of the Final Inspection Report and as such use is at its discretion, including but not limited to reproduction, resale and publication.
 
9. Request for Quote - IC will provide a quote within 2 business days of receiving a new request. Upon purchaser's or vendor's approval, IC will inspect the Device and provide the report within 2 business days or at a later agreed upon date.
 
10. Payment - payment for the inspection will be transferred to IC within 14 business days of the submission of Final Inspection Report.
 
11. Currency - Currency of transaction will be specified in the IOF.
 
12. Non-Transferable - the obligations undertaken by the IC as part of this Agreement are non-transferable. The IC shall not assign, sub-contract, sell or transfer to another person or entity the responsibility to perform inspections without the Company's prior written and explicit consent.
 
13. Purchaser-Vendor Anonymity - the Company will not disclose to IC the identity of the Device's Purchaser. IC will not attempt to contact the Purchaser in any way, nor will it attempt to discover his identity. In addition, IC will not disclose to any third party any information pertaining to the Purchaser or the Vendor.
 
14. Material Breach of Agreement - breach of the provisions detailed in Sections 12-13 of this Agreement will be considered a Material Breach and could cause an immediate termination of the Agreement. IC shall indemnify the Company for any claim to damages that may arise as a result of a breach of these provisions.
 
15. Term - the term of this Agreement shall commence on the Effective Date and end on the 31st of December of that year. The Agreement will be automatically renewed on the 1st of January of each consecutive year.
 
16. Termination - each party may unilaterally terminate this Agreement at any time with a 30 days' prior written notice. IC shall complete any outstanding inspection and provide the Company with the final report accordingly.
 
17. Arbitration - any dispute between the parties that can not be settled amicably will be resolved through an agreed upon online arbitration process and in accordance with its procedure.
 
18. Means of Communication - as set above in this agreement.
 
Annex I – List of Devices
Device Name

Manufacturer

Model Name