CAIRE MEDICAL JAPAN CO., LTD.

Terms & Conditions of Purchase

1. General. This Purchase Order (“Order”) is placed by CAIRE
Medical Japan CO., Ltd. ("Buyer") subject to the terms, conditions andinstructions appearing on the face and reverse sides hereof or attached
to Buyer’s Order, and by accepting this Order, whether by partial
performance or otherwise, shall be deemed acceptance of these termsand Seller agrees to be exclusively bound thereby unless otherwise
agreed in writing between Buyer and Seller. No additions ormodifications will be binding upon Buyer unless agreed to in writing
by Buyer’s duly authorized representative. Any different or additionalterms and conditions contained in any document that Seller may send
to Buyer is hereby expressly objected to. Specifications, drawings anddata submitted to Seller with this Order are hereby incorporated andmade a part of this Order and the same shall remain the complete andexclusive property of Buyer. As used herein the term "items" refers togoods and/or services furnished under this Order. With respect to thisOrder, time and rate of delivery of work is of the essence. This Order issubject to termination free of any claim or liability against Buyer for
Seller's failure to deliver on schedule. Headings are for convenience
only and shall be given no legal effect. Unless Buyer receives Seller's
written notice of rejection within three business days after Seller'sreceipt of this Order, then Seller shall be deemed to haveunconditionally accepted this Order.
2. Payment/Shipment. Unless otherwise provided for on the reverse
side of this Order, Buyer shall pay the purchase price of items by wiretransfer to a bank account designated by Seller at expense of Buyer byfifty-five days from the later of the date on which the invoice is received
by Buyer or the date on which the invoiced items are received. Seller
certifies that at the time of its acceptance of this Order, the prices statedherein are not in excess of the prices currently being charged by Seller
to other customers for the same or smaller quantities of like goods orservices with similar delivery or performance schedules. Mail separate
invoices in duplicate for each shipment to Buyer Attn: Accounts
Payable. No charges of any kind, including charges for boxing, cartingor storage will be allowed unless specifically agreed to by Buyer inwriting on the face hereof. Send bill of lading with items or attach to
invoice and show PO Number, item description and Buyer's numbers,
if any. Seller shall ship the least expensive way, unless otherwise stated.
Excess unauthorized shipments and shipments arriving in advance ofscheduled delivery date may be returned at Seller's risk and expense.
3. Changes. Buyer shall have the right to make changes to this Order
including changes to the shipping schedule. If any such change causes
an increase or decrease in the cost of or the time required for
performance of this Order, an equitable adjustment shall be negotiatedin the purchase price or performance schedule or both. Any claim bySeller for adjustment hereunder shall be deemed waived unless asserted
in writing within five days from receipt by Seller of notice of thechange. Seller shall implement such changes upon receipt of Buyer'swritten notice of change.
4. Risk of Loss. Delivery terms applicable to this Order shall be asdefined in INCOTERMS 2010. Notwithstanding any agreement withrespect to delivery terms or payment of transportation charges, risk ofloss or damage and title shall pass to Buyer and delivery shall bedeemed to be completed only upon actual receipt and acceptance of theitems by Buyer. Risk of loss or damage and title to items rejected byBuyer or as to which acceptance has been revoked remain with Seller.
5. Warranty. Seller warrants to Buyer, its successors, assigns andcustomers that the items supplied are merchantable, of good quality,
comply with specifications, drawings and data submitted to or by Buyer
in connection with this Order, are free from defects, whether patent orlatent, in design, material and workmanship and, except for build-tospecification orders, are suitable for the particular use for which theitems are purchased. Seller guarantees to repair or replace, at no cost toBuyer, the items, or parts thereof, found to be defective. Any
replacement parts and materials or corrections to workmanship are also

warranted against defects. All services will be performed in a good andworkmanlike manner and according to the highest applicable industry
standards. If Seller breaches the warranties of this Paragraph 5, Buyer
shall be entitled to recover expenses incurred thereby including the costof replacement items, the cost of work-in-process that is scrapped due
to non-compliant items, the cost of recalling and/or reworking productsthat contain non-compliant items.
6. Nonconformity. All items ordered will be subject to final inspection
and approval, at Buyer’s election, at Seller’s plant or other Buyerdesignated location or, if services, at the site at which such services areto be performed. If any of the items are found at any time to be not in
conformity with the requirements of this Order, Buyer shall also havethe right to reject and return, or to hold such items for Seller'sinstructions at Seller's risk and expense or, in the case of services, tohave such services performed anew by Seller at no cost or expense toBuyer. However, such items are not to be replaced or such services are
not to be performed anew without Buyer's written authorization.
7. Indemnity. Seller shall to the furthest extent provided by law defend,indemnify and hold harmless Buyer, its successors, assigns andcustomers, from and against claims, liability, loss and damage,including without limitation, costs, expenses, and attorneys' fees,
arising out of or relating to this Order or the items or services furnishedhereunder, or any litigation based thereon, including without limitation,
actual or alleged defects in material, workmanship or design of items
furnished by Seller hereunder or pursuant to an Order. Seller shallfurther defend, indemnify and hold harmless Buyer, its successors,
assigns and customers from and against any and all liens upon thepremises of Buyer or its customers including without limitation, liens
for labor performed and material furnished by Seller or its
subcontractors, and Seller shall also at its own expense procure thedischarge, release or satisfaction of any and all notices of intention orother evidence of such lien or claim thereto. Seller shall at all times
carry and maintain such Workers’ Compensation, general liability,
property damage, employee's liability and compensation insurance andautomobile insurance (at least $5 million per incident) to protect Buyer
and its customers from all of the aforesaid risks and from liabilities
under any applicable Workers’ Compensation and Occupational
Disease Acts and name Buyer and its affiliates as additional insured on
all polices except Workers’ Compensation. At Buyer's request, Seller
shall provide Buyer with payment and performance bonds in theamount equal to the value of this Order. Seller shall at all times fullycomply with all applicable federal, state and local rules, laws, codes andregulations.
8. Patent or Copyright Protection. Seller shall defend, indemnify andhold harmless Buyer, its successors, assigns and customers from andagainst claims, liability, loss and damage, including without limitation,
costs, expenses, and attorneys' fees arising out of or relating to any
claim of patent or copyright infringement of or in any way related tothe items or parts thereof, furnished hereunder or any litigation based
thereon. In addition, Seller shall procure at Seller's expense for Buyer
the right to continue using the items or parts found to have been
infringing or shall so modify, supplement or replace such items andparts as to eliminate such infringement; provided, however, that there
shall be no performance degradation due to such actions and the same
shall be reasonably acceptable to Buyer.
9. Certain Litigation. If requested to do so, Seller shall defend, at its
own expense, any litigation for which Seller is required to indemnify
Buyer under Paragraph 7 or 8. Buyer shall have the right to participate
in such defense with counsel of Seller's own choice at Seller's expense.
If Seller shall fail to promptly assume the defense of such litigation
when requested to do so by Buyer, then Buyer may defend with counselof its own choice at the expense of Seller.
10. Information. Any knowledge or information concerning thedesign, manufacture, sale or use of the items covered by this Orderwhich Seller may disclose to Buyer incident to the performance,
manufacture or delivery of items covered by this Order shall be deemed
to have been disclosed as a part of the consideration for this Order andto be free from all restrictions as to the use or disposition thereof byBuyer, and Seller agrees not to assert any claim against Buyer by reasonof Buyer's use or disposition thereof. Seller shall for all times keep
confidential all information, drawings, specifications, data or any otherdetails furnished by Buyer or prepared by Seller specifically inconnection with this Order.
11. Property Supplied by Buyer. Buyer shall retain title to any
drawings, sketches, designs, patterns, dies, molds, tooling, equipment
and materials of every description paid for or supplied by Buyer for use
in the performance of this Order. Any such articles shall be retained bySeller on consignment, suitably identified as Buyer's property. Seller
shall hold and maintain any such articles at its risk and expense, shallkeep such articles insured at its expense while in its custody or control
in an amount equal to the replacement cost thereof, with loss payable toBuyer, and shall not use such articles except in filling Buyer's Orders.
All such articles shall be delivered to Buyer upon demand, in the same
condition as when received, except for reasonable wear and tear, andexcept to the extent such articles have been incorporated into items
delivered to Buyer, or consumed in the normal performance of work forBuyer.
12. Termination. Buyer may, without cost or liability to Buyer, except
for deliveries or services previously made and accepted, terminate thisOrder if one or more of the following events shall occur: (a) failure ofSeller to perform any of its obligations under this Order or (b) any
adverse change in the position, financial or otherwise, of Seller or (c)the insolvency of, or the filing of a petition under any federal, state or
any other applicable bankruptcy or insolvency laws by or against Seller.
In any termination permitted by this section, Seller shall be responsible
for any damages suffered to Buyer, its successors, assigns or customers.
In addition to the preceding rights of termination, Buyer may, on
reasonable notice to Seller, terminate this Order at its convenience
without cost or liability to it as to any items not received or accepted byBuyer. Any items shipped, or service performed, after the effective dateof such termination, may at the sole option of Buyer be accepted byBuyer under this Order or be returned to Seller at Seller's risk andexpense. Buyer is excused from performing during any force majeure
event and for a reasonable period of time following the same.
13. Default and Remedies. Any failure by Seller to comply fully withany requirement of any Order shall constitute a default. Upon Seller’sdefault, Buyer may cancel all or any portion of such Order. Seller shall
reimburse Buyer for any cost, loss, damage and liability incurred byBuyer by reason of Seller’s default. The remedies expressly provided
for in these conditions shall be in addition to any other remedies which
Buyer may be entitled to under any law.
14. Set-Off. Buyer may at all times set-off any amount owing from
Buyer to Seller or to any of Seller's affiliated companies against any
amount payable in connection with this Order by Buyer.
15. Dispute Resolution and Governing Law. Any controversy orclaim arising out of or relating in any way to this Order or the breach
thereof shall be resolved at courts and submitted to the exclusive
jurisdiction of the Tokyo District Court as court of the first instance.
This Order shall be governed by the law of Japan, but excluding theprovisions of the United Nations Convention on Contracts for theInternational Sale of Goods, and excluding Japanese conflicts of law.
In no event shall Seller cease the performance and/or delivery of any
items while any formal or informal claim pertaining to any matter is indispute.
16. Miscellaneous. Assignment of this Order or of any rights, duties orobligations hereunder by Seller, by operation of law or otherwise,
without the prior written consent of Buyer, shall be void. Any provisionof this Order which is invalid or unenforceable shall be ineffective tothe extent of such invalidity or unenforceability without invalidating theremaining portions hereof. The obligations of Seller under this Ordershall survive any inspection, delivery, acceptance or payment of and forthe items or services. If Seller is a subcontractor to Buyer, then Seller
further agrees, with respect to the items or services it is supplying, thatSeller shall also be governed by the same terms and conditions by andbetween Buyer and Buyer's customer so there is a total flow down of
the same.
17. Software. Seller grants to Buyer a non-exclusive royalty freeperpetual license to use any standard software provided by Seller
hereunder and to sublicense the same. Buyer shall not be bound by anyterms and conditions that may accompany any software. Seller grants
to Buyer an unlimited, exclusive and perpetual license to use, modify
and sublicense any custom software provided by Seller to Buyer.
18. Limit of Liability.IN NO EVENT SHALL BUYER BE LIABLE
TO SELLER OR TO ANY THIRD PARTY FOR ANY INDIRECT,SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER UNDERCONTRACT, TORT, STRICT LIABILITY OR BASED ON ANYOTHER THEORY OF LAW.
19. Hazardous Materials. Seller shall notify Buyer of all "hazardousmaterials" (as that term is defined in applicable Federal, state and localstatutes) which are contained in the items being supplied to Buyer or toBuyer's customers and Seller shall furnish Buyer with copies of all
applicable "material safety data sheets" for said items no later than theshipment date under this Order. In addition, Seller shall be responsible
for all chemical substances or mixtures which Seller brings onto Buyer's
or Buyer's customer's premises. When ordered by Buyer, Seller shallpromptly and properly remove and dispose of all such substances,mixtures, containers, and/or other hazardous materials residues inaccordance with all applicable federal, state, local statutes, laws,regulations, rules, orders, and ordinances.
20. Government Contracts. If this Order is placed under a government
contract (prime or subcontract) then this Order is also subject to theapplicable government contract clause(s) as are required by public law
and which are then hereby incorporated into this Order by reference.
21. Export Compliance. Buyer is entitled to terminate this Order at
any time free of any claim or liability in the event that performing thisOrder is prohibited or restricted by any law or regulation of the U.S.
Government or any other applicable governmental agency of any
country having jurisdiction (“Applicable Trade Laws”). In no event
shall Buyer be required to export or import or deliver any technicalinformation, data, and/or material if such export or import or delivery
is then prohibited or restricted by Applicable Trade Laws. Seller
accepts responsibility for exporting any items sold hereunder and will
be responsible for filing any documents required by the U.S. or othergovernment agencies. Seller shall be the exporter of record and shallsecure all licenses necessary for exportation. Seller warrants andrepresents that it is in full compliance with all Applicable Trade Laws.
22. Misbranding, Adulteration and Manufacturing Practices. Seller
guarantees that no items delivered pursuant to an Order will, on thedate of delivery, be adulterated or misbranded under 21 U.S.C. §§351,
352 and 355 or 15 U.S.C. §§1261-1276, as amended, or be otherwise
prohibited from introduction into interstate commerce under 21 U.S.C.
§331, 15 U.S.C. §1263, as amended, or similar state or municipal laws,and Seller guarantees that, where applicable, the manufacture of any
article or material shall have been consistent with 21 C.F.R. §§800-895,
as amended.
23. Compliance Certificate. Seller agrees to execute and deliver upon
Buyer’s request a Certificate of Compliance in a form acceptable toBuyer certifying Seller’s full compliance with each and every
requirement imposed upon Seller by each Order and by applicable laws,
regulations and industry standards, and setting forth the country orcountries of origin for each of the items and all of the countries fromwhich each of the items was exported.
REV 7/19