3D SYSTEMS, INC.
TERMS AND CONDITIONS FOR 3D PRINTED ANATOMICAL MODELS
Effective March 27, 2018

These Terms and Conditions apply to the sale of 3D printed anatomical models (“Materials”) by
3D Systems, Inc. (“3D Systems”) to you, our customer (“Customer”). These terms andconditions, together with any related proposal, agreement and/or purchase order that has been
proposed or accepted by 3D Systems shall constitute the entire agreement (“Agreement”)
between the parties.

1. GENERAL PROVISIONS. This Agreement governs the sale by 3D Systems of Materials toCustomer and any services incorporated therein. If either party believes that other mattersbeyond those covered in this document are part of the Agreement, the parties will (a) describe
and acknowledge them on the front of the Agreement or (b) staple a copy or description of themto the Agreement and initial them before signing; otherwise, they are not included as part of theAgreement.
2. PRICE. Customer shall pay the price and any taxes, assessments and similar charges imposedby any taxing or other governmental that arise as a result of this sale unless Customer has
provided 3D Systems with a copy of a tax exemption certificate, direct pay certificate or resalecertificate for the "Ship to" location if exemption from sales or use taxes is claimed. Payment
shall be made in accordance with the payment terms in this Agreement or, in the absence of suchterms, net thirty (30) days from the invoice date. On amounts not paid when due, 3D Systems
reserves the right to charge Customer interest at the rate of 1 1/2% per month or the maximum
amount allowed under law, whichever is less.
3. INFORMATION PROVIDED TO 3D SYSTEMS. It is anticipated that 3D Systems will beprovided with technical data, specifications, drawings or other information by Customer in orderto create the Materials (“Customer Provided Data”). Customer represents that it is has the legal
authority to provide Customer Provided Data to 3D Systems without restriction and that theinformation may lawfully be used in the creation of the Materials. Customer agrees that 3D
Systems is not a business associate of Customer or any health care provider as such is defined at45 C.F.R. § 160.103. Customer agrees to indemnify and hold 3D Systems harmless for any
breach of this provision in accordance with Section 6 of these Terms and Conditions.
4. LIMITED WARRANTY. 3D Systems warrants to the original Customer only that at the timeof delivery the Materials will correspond to any Customer Provided Data, allowing forreasonable and customary deviations, and in doing so the Materials will be free from defects inmaterial and workmanship. Notwithstanding the foregoing, the warranty given by 3D Systems ishereby limited as follows: (a) 3D Systems is not responsible for the accuracy of any Customer
Provided Data. Any inaccuracy in the Materials, or the inability to use the Materials, resulting
from inaccurate, incomplete or poor quality Customer Provided Data shall be the sole
responsibility of Customer. (b) No warranty is given for the specific use of the Materials or that1the Materials will be effective or that any result using the Materials will be achieved. (c) Any
warranty claim must be submitted in writing within ten (10) days of Customer’s receipt of theMaterials. This warranty is the exclusive warranty applicable to the goods and services provided
by 3D Systems and extends only to Customer and is not assignable or transferrable. 3D
SYSTEMS SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED ORIMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The sole andexclusive remedy of Customer for breach of this warranty is the repair or replacement, at 3D
Systems’ option and expense, of defective Materials that are returned to 3D Systems within oneyear from the date of delivery.
5. LIMITATION OF LIABILITY. In no event shall 3D Systems be liable for any direct,indirect, special, incidental or consequential damages, however caused, on any theory of liability.
The maximum liability of 3D Systems to Customer shall not exceed the amount actually paid byCustomer to 3D Systems for the Materials.
6. INDEMNIFICATION. To the fullest extent permitted by applicable law, Customer agrees toindemnify and hold harmless 3D Systems, its officers, directors, employees, successors andassigns, from and against any and all liabilities, demands, claims, actions or causes of action,
judgments, proceedings or investigations, losses, fines, penalties, damages, costs and expenses,including, without limitation, reasonable attorneys’ fees that may be sustained, suffered or
incurred by any of them arising from, out of, in connection with, the breach of this Agreement or
the use of the Materials.
7. NO ASSIGNMENT. This Agreement may not be assigned without the prior written consent
of the other party, which consent may be withheld in the sole discretion of the non-assigning
party. There are no third party beneficiaries of this Agreement.
8. TITLE, RISK OF LOSS AND DELIVERY. Delivery times are approximate only. If
conditions arise which prevent compliance with any proposed delivery schedule, 3D Systems
will use reasonable efforts to advise Customer in time to meet any deadline of which 3D Systems
has been advised. In no event will 3D Systems be liable for any damage or penalty for delay indelivery, or for failure to give notice of delay. Delays will not be grounds for cancellation.
Delivery is FOB 3D Systems point of shipment and title and the risk of loss transfer to Customer
upon shipment.
9. FORCE MAJEURE. Neither party will be liable to the other for delays in performing any
obligations under the Agreement due to circumstances beyond its reasonable control.
Circumstances beyond a party’s reasonable control include, but are not limited to, fire, waterdamage, equipment failures, revolts, insurrections, riots, wars, acts of enemies, nationalemergency, strikes, floods, earthquake, embargo, inability to secure materials or transportation,and acts of God.
10. SEVERABILITY. If any provision of the Agreement is found to be invalid, illegal orunenforceable, then, notwithstanding such invalidity, illegality or unenforceability, theAgreement and the remaining provisions shall continue in full force and effect. In this event the2parties will agree upon a valid, binding and enforceable substitute provision which shall be as
close as possible to the commercial interests of the invalid or unenforceable provision.
11. DISPUTE RESOLUTION AND CHOICE OF LAW. Customer and 3D Systems shallendeavor to resolve any controversy, claim or dispute arising out of or relating to the Agreement,or the performance or breach thereof, by negotiation. Any claim that is not resolved bynegotiation within thirty (30) days of notification shall be settled by arbitration administered by
the American Arbitration Association under its Commercial Arbitration Rules, and judgment on
the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
The hearing locale will be held in the AAA office closest to the 3D Systems corporate
headquarters. This Agreement shall be governed by and construed in accordance with the lawsof the State of New York without regard to its conflict of laws rules.
12. INSURANCE. Customer shall be responsible for obtaining sufficient insurance to protect
3D Systems against any reasonably foreseeable claims arising out of the use of the Materials.
3D Systems shall be named as an additional insured under Customer’s policies of insurance.
Upon request, Customer shall promptly furnish 3D Systems with certificates of insurance
showing such coverage.
13. OTHER. All notices given under the Agreement will be effective when received in writing.
Notices to the Customer and 3D Systems will be sent to the address provided in the Agreement.
Changes to the Agreement must be in writing and must be signed by both parties. The
relationship created between the parties under this Agreement is that of independent contractors.
It is the express intention and desire of the parties that no other relationship, including any
relationship of employment, partnership, joint venture or agency, be created by this Agreement.
14. COMPLETE AGREEMENT. Customer agrees that the Agreement sets forth the complete
and exclusive statement of the agreement including the governing terms and conditions between
the parties, which shall prevail over and supersede all proposals, printed provisions on
subordinate Customer documents including purchase orders, oral or written agreements, theCustomer’s general terms and conditions and all other communications between the parties
relating to the subject matter of the Agreement. In the event of a conflict between these Terms
and Conditions and any other document, including those comprising the Agreement, these Terms
and Conditions will take precedence.

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