Order Form
| Order #: | |
| Order Date: | |
| Currency Basis: | |
| Distributor: | ATKT.no - Kommersielle Tjenester og Konsulenttjenester |
| Address: | Oslo – Maria Dehlis Vei 47A 1084 Oslo OSLO Norge |
This order (“Order”) is executed pursuant to and subject to the terms of the DISTRIBUTION AGREEMENT (the “Agreement”) dated May __, 2026 by and between Sonablate Corp. (“Company”) and Distributor. Any capitalized terms not otherwise defined in this Order shall have the meaning ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the promises hereinafter made by the parties hereto, it is agreed as follows:
Following acceptance of this Order by Company and receipt by Company of payments as required pursuant to the Agreement from Distributor, Company will deliver to the common carrier for shipment to Distributor the Equipment listed below:
| Equipment Description |
# of Units |
Price per Unit
Net of VAT / value-added tax |
Total
Net of VAT / value-added tax |
Total Purchase Price
Net of VAT / value-added tax and equivalent indirect taxes |
|
| Shipping Costs |
as applicable |
| VAT / value-added tax, sales tax, import duties, customs charges, withholding or equivalent taxes in any jurisdiction |
excluded – buyer's responsibility |
Net Total Payment Due
(Total Purchase Price, VAT excluded, plus Shipping Costs if applicable) |
|
VAT / Value Added Tax Disclaimer. All prices stated in this Order are net of VAT, value-added tax, sales tax, import duties, customs charges, withholding taxes and any equivalent indirect taxes, levies or fiscal charges applicable in any country or jurisdiction. Any such taxes or charges shall be borne exclusively by the buyer, and shall not reduce the net amounts payable to Distributor or Company under this Order.
Special Instructions, Shipping Destination and Local Compliance Details.
Destination Country:
| Full Structure Address | |
| Responsible Person | |
| Responsible Person Full Phone Number | |
| Responsible Person Email | |
| Delivery Address | |
| Structure VAT Number | |
Healthcare Authorization Number
Optional field | |
Unless otherwise indicated below, Company and Distributor agree the Equipment shipped pursuant to this Order shall be shipped Ex Works Manufacturing Facility Indianapolis, Indiana, USA or such other facility as Company may determine.
Company will provide Distributor written notice promptly after the Equipment has been delivered to a common carrier for delivery to the Shipping Destination, such notice including estimated delivery date and any other tracking information provided by the common carrier.
The requested delivery date, which the Company shall use its reasonable efforts to meet, at the Shipping Destination for the Equipment is: (provided that such delivery date may not be less than three (3) months after the Order Date)
______________________________________________________
Distributor hereby represents and warrants that:
- - The End User for the Equipment purchased under this Order is and that the End User is authorized by the Local Authorities to purchase and use the Equipment;
- - Within ninety (90) days it shall have two (2) Trained Engineers and two (2) Trained Technicians on its staff and sufficient replacement parts to effectively support the End User’s use of the Equipment; and
- - If the Order includes a Sonablate System, the End User Certificate attached as Exhibit E to the Agreement, and incorporated herein by reference, was executed by a duly authorized officer of the End User.
Governing Law and Jurisdiction. This Order shall be governed by the laws of the State of North Carolina, United States of America. The parties hereby elect the federal courts of the District Western District of North Carolina as having jurisdiction to settle any disputes or controversies arising hereunder. The UN Convention for the International Sale of Goods shall not apply to this Order or the sale of the Equipment.
Miscellaneous. The use of “include,” “includes,” “including” and “or” shall not be limiting or exclusive. This Order may be executed in any number of counterparts, each of which shall constitute an original but all of which shall constitute one and the same instrument. The parties need not sign the same counterpart.
Agent Code:
Distributor has executed and delivered this Order# as of the Order Date.
Distributor
By: ___________________________
Name: Alessandro K.L. Tornotti
Title: Styreleder
|
Company accepts this Order
By: ___________________________
Name: _________________________
Title: _________________________
Date: _________________________
|
Acceptance and Delivery Obligations
(a) Order Acceptance. Company shall accept or reject each purchase order in writing within five (5) business days following receipt of (i) Distributor's signed purchase order and (ii) any required initial payment. If Company fails to provide written acceptance or rejection within such period, the purchase order shall be deemed accepted.
(b) Confirmed Ship Date. Within ten (10) business days following acceptance (or deemed acceptance) of a purchase order, Company shall provide Distributor with a written estimated shipment schedule, including a confirmed shipment date (the "Confirmed Ship Date").
(c) Shipment of Systems. Subject to availability of components, regulatory requirements, and Force Majeure Events, Company shall use commercially reasonable efforts to ship Equipment covered by an accepted purchase order no later than one hundred twenty (120) calendar days following the Confirmed Ship Date.
(d) Shipment of Consumables and Disposables. Company shall maintain commercially reasonable inventory levels and shall use commercially reasonable efforts to ship consumables, disposables, and related accessories within ten (10) business days following order confirmation, subject to inventory availability and Force Majeure Events.
(e) Delay Notice. If Company reasonably anticipates that shipment will not occur by the Confirmed Ship Date, Company shall provide Distributor with prompt written notice describing the anticipated cause of delay and a revised estimated shipment date.
(f) Extended Shipment Delays. If shipment of Equipment is delayed by more than thirty (30) calendar days beyond the Confirmed Ship Date for reasons other than a Force Majeure Event, Distributor may, as its sole and exclusive remedy with respect to such delayed order, elect either:
(i) to cancel the affected purchase order and receive a refund of any amounts paid for the unshipped Equipment within ten (10) business days following such cancellation; or
(ii) to leave the order in place and receive a credit equal to one percent (1%) of the purchase order value of the delayed Equipment for each full week of delay thereafter, up to a maximum aggregate credit of five percent (5%) of such purchase order value.
(g) Exclusive Remedy. The remedies set forth in Section (f) shall constitute Distributor's sole and exclusive remedies arising from shipment delays, except in cases of Company's fraud, willful misconduct, or intentional refusal to deliver accepted orders.
