Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                                 SCHEDULE FOUR -
                          STANDARD TERMS AND CONDITIONS

1.       GENERAL

1.1      Contract Terms

These terms and conditions constitute an integral part of the quotation to which
they are attached ("the Quotation") provided by the Seller to sell products
("Products", which includes the Niobe Magnetic Navigation System) to Purchaser
and will govern the sale of the Products. Seller will not be bound by, and
specifically objects to, any term, condition or other provisions which are
different from or in addition to the provisions of this Agreement (whether or
not it would materially alter this Agreement) which is proffered by Purchaser in
any purchase order, receipt, acceptance, confirmation, correspondence or
otherwise, unless Seller specifically agrees to any such provision in writing
signed by Seller. Products may contain used, reworked or refurbished parts and
components that comply with performance and reliability specifications.
Purchaser acknowledges that this is a commercial and not a consumer transaction.

1.2      Acceptance

Acceptance of an order by Seller is expressly made conditional on Purchaser's
acceptance of these terms and conditions. Purchaser will be deemed to have
assented to Purchaser's completion or execution of this Agreement and
Purchaser's acceptance of all or any part of the Products subject to this
Agreement or by issuance of a purchase order to Seller pursuant to the Quotation
("Purchase Order).

1.3      Authorized Use

In order to ensure patient safety Purchaser agrees that it will not use or
permit others to use the Niobe Magnetic Navigation System with any disposable
devices, software or other accessories except those provided by or approved in
writing by Seller or with any fluoroscopy system other than the Siemens ARTIS FD
digital fluoroscopy system or any other fluoroscopy system approved in writing
by Seller. Purchaser further agrees that it will not modify the Niobe Magnetic
Navigation System or any of devices or software provided by Seller for use with
the system.

2.       PRICING

2.1      Quotations

Unless otherwise agreed to in writing or set forth in the quotation, all prices
quoted by Seller are based on U.S. dollars F.O.B. Seller's facility or other
shipping point and include standard and customary packaging. Domestic prices
apply only to purchasers located in, and who will use the Products in, the U.S.
International prices apply to all purchasers located outside of, or who will use
or ship or facilitate shipment of the Products outside of, the U.S. Unless
otherwise stated, the Quotation will only be valid for forty-five (45) days from
the date thereof.

2.2      Delay in Acceptance of Delivery

Should the agreed delivery date be postponed by Purchaser, Seller will have the
right to delivery to storage at Purchaser's risk and expense, and any payments
due upon delivery will become on the agreed delivery date provided Seller is
ready to deliver.

2.3      Escalation

Unless otherwise agreed to in writing, except as to goods to be delivered within
six (6) months of Seller's acceptance by Seller of Purchaser's order, Seller
reserves the right to increase its prices to those in effect at the time of
shipment.

2.4      Disposable Devices

Seller will make available to Purchaser from during the life of the Niobe
Magnetic Navigation System such disposable devices as are cleared by applicable
regulatory bodies for use with such system on reasonable commercial terms and in
a manner consistent with Seller's then general pricing and other practices in
respect of the same.

3.       TAXES

Any sales, use or manufacturer's tax which may be imposed upon the sale or use
of Products, or any property tax levied after readiness to ship, or any excise
tax, license or similar fee required under this transaction, will be in addition
to the quoted prices and will be paid by Purchaser.

4.       TERMS OF PAYMENT

4.1      Due Date

Unless otherwise set forth in the Quotation, Seller's payment terms are as
follows: an initial deposit of 10% of the purchase price for each Product is due
upon submission of the purchase order, an additional 80% of the purchase price
for each Product is due upon its delivery and the final 10% of purchase price is
due upon completion of installation (or in the case of Products for which no
installation is required, upon delivery of the Product). Unless otherwise
agreed, all payments other than the initial deposit are due net thirty (30) days
from the date of invoice. Unless otherwise agreed to in writing, all amounts
payable pursuant to this Agreement are denominated in United States dollars, and
Purchaser will pay all such amounts in lawful money of the United States.
Partial shipments will be billed as made, and payments for such shipments will
be made in accordance with the foregoing payment terms.

4.2      Late Payment

A service charge of 1 1/2% per month, not to exceed the maximum rate allowed by
law, will be made on any portion of Purchaser's outstanding balance which is not
paid within thirty (30) days after invoice date, which charge will be determined
and compounded on a daily basis from the due date until the date paid. Payment
of such service charge will not excuse or cure Purchaser's breach or default for
late payment. In addition, in the event that Purchaser fails to make any payment
to Seller within this thirty (30) day


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