General Terms and Conditions for the Sale of Goods

Last revised on: December 2, 2024

1. Applicability

(a) These general terms and conditions for the sale of goods (“Terms”) are the only terms that govern the sale of the goods (“Goods”) by StimuSIL, Inc. (“Seller”) to you, the buyer (“Buyer”). Collectively Buyer and Seller are referred to as the “Parties” and individually as a “Party”.

(b) NOT MEDICAL ADVICE. THE GOODS DO NOT CONSTITUTE THE PRACTICE OF ANY MEDICAL, NURSING OR OTHER PROFESSIONAL HEALTH CARE ADVICE, DIAGNOSIS OR TREATMENT. THE GOODS ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. Seller does not represent or warrant that any particaular Good is safe, appropriate or effective for Buyer. Buyer should always seek the advice of a physician or other qualified health provider with any questions regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of use of the Goods. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY. Seller does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned regarding the Goods. Reliance on the Goods is solely at Your own risk.

(c) Buyer Attestation. BUYER REPRESENTS, COVENANTS AND WARRANTS S/HE: (i) IS HEALTHY; (ii) IS NOT BUYING THE GOODS FOR THE TREATMENT OF A MEDICAL CONDITION; AND (iii) IS ONLY COMBINING THE USE OF THE GOODS WITH OTHER TREATMENTS, MEDICINES OR OTHER METHODS WITH THE GUIDANCE AND SUPERVISION OF A MEDICAL PRACTITIONER. This product is not intended to diagnose, treat, cure, or prevent any disease or medical condition. It is a wellness device designed for general health and well-being purposes only. By using this product, Buyer acknowledge and agree that the manufacturer, distributor, or retailer of the Goods shall not be held liable for any direct, indirect, incidental, special, or consequential damages arising from its use. BUYER SHALL ONLY USE THE GOODS STRICTLY IN ACCORDANCE WITH THE USER GUIDELINES; FAILURE TO FOLLOW THE GUIDELINES VOIDS ANY WARRANTY PROVIDED BELOW.

Buyer should always consult a physician before using the Goods if Buyer has any medical condition. In particular, Seller recommends consulting with a physician before using the Goods if:
- Buyer has a heart pacemaker, defibrillator, or other implanted medical device.
- Buyer has an implant in the head made from any magnetic or metallic materials.
- Buyer is pregnant, nursing, is getting cancer treatment, has been diagnosed other neurological conditions.
- Buyer has had a stroke or bleeding of any type in the brain.
- Buyer has recently had or is planning to have any surgery or laser/cosmetic procedure.
- Buyer feels it is too small or applying too much pressure to your head.

Seller is not responsible for any health problems that may result from what Buyer believes may be associated with Buyer’s use of the Services. BUYER SPECIFICALLY AGREES THAT BUYER MAKES THIS PURCHASE AND USES THE GOODS AT HIS OR HER OWN RISK.

(d) These Terms and the accompanying order detail (e.g., number of Goods ordered) comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Seller expressly rejects Buyer's general terms and conditions of purchase, and fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions or serve to modify or amend these Terms. These Terms supersede any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each Party.

2. Delivery

(a) The Goods will be delivered within a reasonable time after the receipt of Buyer's purchase order. Delivery dates given by Seller are estimates only and are subject to shipping variations and requirements. For pre-orders, please note Goods will be delivered after their production date (as set forth in such Good’s product description).

(b) Seller shall deliver the Goods to the address supplied by Buyer (the "Delivery Point") using Seller's standard methods for packaging and shipping such Goods.

3. Inspection.

(a) Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods (as defined below) within five (5) days after receipt, and furnishes such written evidence or other documentation as reasonably required by Seller. "Nonconforming Goods" means only the following: (i) product shipped is different than identified in the Order Confirmation; or (ii) product's label or packaging incorrectly identifies its contents.

(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable third-party shipping and handling expenses actually incurred and paid by Buyer in connection therewith. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer, at Seller's expense and risk of loss, the replaced Goods to the Delivery Point.

(c) Buyer acknowledges and agrees that the remedies set forth in Section 3(b) are Buyer's exclusive remedies for Nonconforming Goods.

(d) In addition, within thirty (30) days after receipt of the Goods, Buyer may return to Seller, with or without cause but at Buyer’s expense, for a full refund, payable by Seller within thirty (30) days after receipt of the Goods (“30-Day Money Back”). The 30-Day Money Back remedy is excluded if the Good has been (i) subjected to abuse, misuse, neglect, negligence, accident, abnormal physical stress or environmental conditions, used contrary to any instructions issued by Seller, or improper testing, storage or handling; or (ii) reconstructed, repaired, maintained or otherwise altered by anyone other than Seller or its authorized representative.

4. Price.

(a) Buyer shall purchase the Goods from Seller at the prices (“Prices”) set forth at www.stimufield.com at the time of the order. Payment is due at the time of each order.

(b) Unless stated otherwise by Seller, all Prices include all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Seller is responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's net income.

5. Limited Warranties. Seller warrants to Buyer that:

(a) for a period of twelve (12) months from the date of receipt of the Goods, the Goods will materially conform to Seller's published specifications;

(b) for a period of six (6) months from the date of receipt of the Goods, when using the Goods consistently and pursuant to Seller’s published specifications, you will see results; and

The warranty provided in Section 5(a) does not apply where the Goods have been: (i) subjected to abuse, misuse, neglect, negligence, accident, abnormal physical stress or environmental conditions, use contrary to any instructions issued by Seller, or improper testing, installation, storage or handling; or (ii) reconstructed, repaired, maintained or altered by anyone other than Seller or its authorized representative. To be eligible for the warranty in Section 5(b), Buyer will have to return the Goods to Seller, at Buyer’s expense, and provide visual and/or other evidence or documentation (for example, and not limitation: before, during and after time-stamped photographs).

6. Buyer's Exclusive Remedy for Breach of Warranty.

(a) Buyer shall notify Seller of any alleged warranty claim during the Warranty Period; and

(b) Buyer shall ship the relevant Goods, at Seller's expense, to Seller's facility located at Artajona 12, Local exterior derecha, 28039 Madrid, Spain;

(d) THIS SECTION 6 SETS FORTH THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 5.

7. Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 3(d) AND 5, SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER INDIVIDUAL OR ENTITY ON SELLER'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED HEREIN.

8. Limitation of Liability.

(a) IN NO EVENT SHALL SELLER OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

(b) SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCT AT ISSUE.

9. Dispute Resolution

(a) Attorney Fees. In the event of any dispute arising under these Terms, the prevailing Party shall be entitled to recover its reasonable costs and expenses actually incurred in endeavoring to enforce the terms of these Terms, including reasonable attorney fees.

(b) Mandatory Arbitration. Except for Litigation Claims (defined below), any dispute, claim, or controversy arising out of or relating to these Terms, including without limitation (1) claims relating to the breach, termination, enforcement, interpretation or validity thereof, (2) claims alleging tortious conduct (including negligence) in connection with your use of the Goods, or (3) the determination of the scope or applicability of these Terms to arbitrate, shall be settled by arbitration. The arbitration shall be heard by a single arbitrator associated with a nationally-recognized ADR firm and shall be conducted in Wilmington, DE. Judgment on the Award may be entered in any court having jurisdiction. This section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall have the power to award any remedy provided under applicable law, except that the arbitrator shall have no power to award: (x) punitive, exemplary, or multiple damages under any legal theory; (y) mandatory or prohibitory injunctive relief, except for temporary relief in aid of the arbitration or to secure the payment of an award; or (z) any damages in excess of the limits set forth in this section or Section 8 of these Terms.

(c) Class Action Waiver. No Party shall commence or seek to prosecute or defend any dispute, controversy, or claim based on any legal theory arising out of or relating to these Terms, or the breach thereof, other than on an individual, non-class, non-collective action basis. No Party shall seek to prosecute or defend any dispute, controversy, or claim arising out of or relating to these Terms, or the breach thereof, in a representative or private attorney general capacity. The arbitrator shall not have the power to consolidate any arbitration under these Terms with any other arbitration, absent agreement of all parties involved, or otherwise to deal with any matter on a non-individual, class, collective, representative, or private attorney general basis.

(d) Litigation Claims. The following claims (“Litigation Claims”) shall be litigated and not arbitrated: (a) claims by a Party for the unauthorized use, or the misuse, by the other Party of the First Party’s intellectual property or confidential, proprietary, or sensitive information; and (b) claims for a provisional remedy (such as a temporary restraining order or preliminary injunction) in aid of an arbitration under this Agreement. The Litigation Claims are not subject to arbitration and are expressly excluded by the parties from arbitration.

(e) Subject to the rest of this Section 9, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to principals of conflicts of laws and the Parties hereby submit to the exclusive jurisdiction of the federal and state courts situated in New Castle County, DE, and the applicable service of process.

10. General

(a) Changes. These Terms are subject to occasional revision. Any changes to these Terms will be effective upon posting for future purchases of Goods.

(b) Disclosures. Company is located at the address in Section 10(d). If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

(c) Entire Terms. These Terms constitute the entire agreement between you and us regarding Seller’s sale of the Goods to you. Seller’s failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Seller is that of an independent contractor, and neither Party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Seller’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon successors assignees.

(d) Contact Information:

StimuSIL, Inc.

2810 Church Street, PMB 78535
Wilmington, Delaware 19802-4447
United States of America

Email: stimufield@stimusil.com

11. Confidential Information. All non-public, confidential, or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

12. Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party's reasonable control, including the following: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) order or action by any governmental authority or requirements of law; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) other events beyond the reasonable control of the impacted Party.