Terms and Conditions
GENERAL TERMS: The terms and conditions stated herein shall govern all sales of products(including software and/or services) made by Pinnacle Technology, Inc. (“Pinnacle”), regardlessof the terms and conditions stated in any purchase order submitted by the purchaser("Purchaser"). Pinnacle hereby disclaims and rejects any terms and conditions appearing in apurchase order from Purchaser that are in addition to, or inconsistent with, the terms andconditions stated herein. Any such additional or inconsistent terms and conditions shall not be apart of the contract and shall not be binding on Pinnacle. The terms and conditions stated hereinshall govern over any contrary terms in Article 2 of the Uniform Commercial Code or theINCOTERMS of the International Chamber of Commerce.
INTENDED USE: Pinnacle's products are intended, designed and manufactured SOLELY for
use in animals for scientific research purposes and are not intended for any clinical, therapeutic,diagnostic, or any other medical or veterinary use. Purchaser shall use Pinnacle's products onlyfor Purchaser's own research requirements in accordance with the aforementioned intendeduse. WARNING: This product has not been registered with the Food and Drug Administration foruse in humans. It is a misuse of this product, and a possible violation of the law, to use thisproduct in humans.
PURCHASE ORDERS: In general, no Pinnacle products will be shipped until Purchaser has
submitted a written purchase order. Purchase orders shall state: the Pinnacle products ordered,including model numbers, if applicable; quantity; requested delivery dates; billing address;
shipping address; and shipping instructions. Web orders or telephone orders with a valid credit
card will be accepted for shipment with the information above.
CANCELLATIONS: Purchaser's purchase orders shall not be subject to cancellation, changes
or reductions in amount, or suspension of deliveries except upon Pinnacle's consent and uponterms which indemnify Pinnacle against loss.
QUOTATIONS: Unless otherwise stated, all Pinnacle quotations are valid for a period of thirty(30) days from the date of quotation.
DELIVERY TERMS: Delivery terms (per INCOTERMS 2010) for products FOB Lawrence,Kansas U.S.A. All freight and handling charges will be charged to customer or, when applicable,added to the invoice.
DELIVERY DATE: Any date of delivery furnished by Pinnacle to Purchaser is determined fromthe date of Pinnacle's receipt of Purchaser's purchase order and its agreement to payment terms
as shown below. This date is only an estimate of the date of delivery and is not a guarantee of aparticular delivery date. Pinnacle shall not be liable for a failure or delay in shipment.
ERRORS OR OMISSIONS: Errors or omissions in any Pinnacle quotation, acceptance,
specification or other document shall be subject to correction at Pinnacle's discretion.
PAYMENT TERMS: Payment terms are net thirty (30) days from the date of the invoice. Allpayments shall be made in the US Dollars and may normally be made by check, credit card orelectronic payment. All Distributors and Resellers or if Pinnacle reasonably believes thatPurchaser’s financial condition compromises the ability to make timely payment per thisTerms and Conditions 3/13/2019

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paragraph, Pinnacle will postpone the delivery of products and condition shipment of products onfull advance payment.
TAXES AND OTHER CHARGES: Purchaser is responsible for all sales, VAT, or related taxes
applicable to the purchase of Pinnacle products. PINNACLE will add such taxes to the invoice
where required under law and Purchaser will be responsible for payment of such taxes, unlessPurchaser provides to PINNACLE a valid exemption certificate or other document acceptable tothe authority imposing the tax. Purchaser is responsible for all duties and other government fees
applicable to the purchase and import of Pinnacle products.
SECURITY INTEREST: Purchaser hereby grants to Pinnacle, and Pinnacle hereby reserves, asecurity interest in the products to secure Purchaser’s obligation to pay the invoice
amount. Purchaser agrees to cooperate in all respects in order that Pinnacle may perfect suchsecurity interest. Pinnacle shall release the security interest upon payment in full of the invoice
amount.
SHIPPING METHOD: Unless otherwise requested in writing by Purchaser, all Pinnacle products
will be shipped by whatever means and carrier that Pinnacle considers to be the most appropriate
method of transportation. Risk of loss shall pass to Purchaser upon delivery by Pinnacle to thecarrier.
PRODUCT CONTROL: Unless otherwise specified upon Pinnacle's acceptance of purchaseorder, all products are produced in accordance with Pinnacle's standard production
processes. Specifications provided in Pinnacle's literature are subject to change without
notice. Pinnacle reserves the right to add, delete, alter of modify products at its discretion.
SOFTWARE LICENSE: All Pinnacle software provided with Pinnacle products shall be subject
to Pinnacle's standard Software License Agreement, which shall govern all use of such Pinnacle
software.
Installations and On-site Trainings: Any installation and/or training services purchased must
be used within twelve (12) months from the date the order is placed or the invoice date if products
are purchased along with the services. If the installation and/or training has not been completed
within twelve (12) months, and the delay is not caused by Pinnacle, Pinnacle will consider theinstallation and/or training to be closed. If the installation and/or training has been previously
invoiced, the amount invoiced will be forfeited by the Purchaser. If the installation and/or training
has not been previously invoiced, the open amount on the order related to the installation and/ortraining services will be cancelled. If installation and training is still desired after the twelve (12)month time period, it can be purchased at the current price.
CUSTOM ORDERS: All custom orders must be specified in writing and are subject to Pinnacle's
express acceptance. Furthermore, Purchaser shall, with respect to custom orders produced
according to Purchaser's specifications, defend Pinnacle at Purchaser's expense and pay all
costs and damages of any kind (including Pinnacle's attorney's fees) incurred by Pinnacle as theresult of any suit or other legal proceeding against Pinnacle for infringement of any letters, patents,trademarks, copyrights, or other rights by reason of use of such specification, provided Pinnacle
promptly notifies Purchaser in writhing of such claim of, or suit for, infringement and tenders thedefense thereof to Purchaser. Additionally, at Pinnacle's option, Pinnacle may be separatelyrepresented in any such suit at Pinnacle's own expense.

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Page 2PURCHASER'S DUTIES: By accepting delivery of any Pinnacle product, the Purchaser agrees
to use that product only for its Intended Use. The Purchaser assumes, without limitation, all riskof injury, damage, or otherwise arising out of any use other than the Intended Use of a Pinnacle
product.
RESALE: The Purchaser agrees to assume all liability arising out of any use other than theIntended Use of a Pinnacle product by any third party who has directly or indirectly obtained theproduct from the Purchaser. In addition, the Purchaser agrees to indemnify, defend, and holdharmless Pinnacle against all inquiries, claims, damages, actions, causes of action, injuries, andlitigation arising out of any use other than the Intended Use of a Pinnacle product purchased bythe Purchaser.
NOTIFICATION OF COMPLAINTS: Purchaser shall notify Pinnacle's Sales Department withinten (10) days of receipt of Pinnacle products regarding any defect or deficiency therein, including
questions regarding the invoice, mis-shipments or lost or damaged shipment. Failure to provide
such notice to Pinnacle shall be deemed acceptance of such Pinnacle products as complete andsatisfactory to Purchaser.
RETURNS: Purchaser shall contact Pinnacle's Sales Department to return any unused, loaned,or damaged Pinnacle product. Purchaser shall obtain the appropriate forms from Pinnacle prior
to returning any such product. Items returned without proper Pinnacle forms will be delayed inprocessing. Pinnacle, at its discretion, may charge a restocking fee for products returned forreasons other than warranty or repair.
WARRANTIES: ONLY THE EXPRESS LIMITED WARRANTIES SET FORTH IN PINNACLE's
STANDARD WARRANTY POLICY SHALL APPLY TO PINNACLE's PRODUCTS. PINNACLEHEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANYWARRANTYOF
MERCHANTABILITY
ORFITNESSFORA
PARTICULARPURPOSE. Pinnacle's standard warranty policy covering any Pinnacle products shall be NULL,
VOID, AND OF NO EFFECT if the purchaser or any third party uses that product for any use otherthan the intended use of that product.
GOVERNING LAW: Kansas law, excluding its choice of law rules, shall be controlling for allpurposes regarding any claim or dispute between Pinnacle and Purchaser. The sole andexclusive forum for any action commenced by Purchaser shall be in a state or federal court inKansas.

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