CAIRE Medical Italy Srl Terms & Conditions of Sale
1. General. The terms and conditions contained herein, together with any
additional or different terms contained in the proposal provided by CAIRE
Medical Italy Srl ("Seller"), if any, submitted to Purchaser (which proposal
shall control over these terms and conditions to the extent it contains any
conflicting terms and conditions) constitute the entire agreement between theparties with respect to the subject sale and supersedes all priorcommunications and agreements. Acceptance by Seller of Purchaser's order,and/or Purchaser's acceptance of Seller's proposal is expressly limited to andconditioned upon Purchaser's acceptance of these terms and conditions,which may not be changed or waived except in a writing signed by bothparties. Any additional, inconsistent or different terms and conditions
contained in Purchaser's purchase order or any other documents supplied byPurchaser are hereby expressly rejected. Unless the context otherwise
requires, the term "Equipment" as used herein includes all goods, equipment,parts, and accessories sold to Purchaser by Seller. Unless the context
otherwise indicates, the term "Services" as used herein shall mean labor,
supervision and project engineering services provided by Seller. The term
"Purchaser" shall include the initial end user of the Equipment and/orServices.
2. Payment Terms. Unless a different payment schedule is agreed to inwriting, payments for domestic sales are due net thirty (30) days. Latepayments are subject to a 1.5% late charge per month, calculated per diem,and Seller’s rights set forth in Section 11. Any payment returned for
insufficient funds is subject to a reasonable administrative fee. Payments forexport sales to be made in accordance with the specified payment schedule.
If required by Seller, Buyer will cause an irrevocable letter of credit
established in favor of Seller on a bank to be designated by Seller. Costs
associated with the letter of credit will be to Purchaser's account. Performanceschedules are based on receipt of letter of credit within thirty (30) days ofaward when requested by Seller. Purchaser agrees to furnish Seller withrequested credit information. Purchaser’s credit limit is set at Seller’s sole
discretion and may be modified at any time based upon Purchaser’s credit
risk as determined by Seller. In the event that Purchaser’s credit riskincreases, Seller is entitled to modify the payment terms and require alternate
payment methods.
3. Taxes. Federal, state, local, or value added sales and/or use taxes measured
on the price of Equipment are not included in the price.
4. Time Limit. All quotations are valid for a period of thirty calendar days.
5. Acceptance. Acceptance of Equipment occurs at point of manufacture.
6. Limited Warranty, Exclusive Remedies, Limitation of Liability andIndemnity. The Seller agrees and shall provide to Purchaser a limited
warranty statement and exclusive remedies from the manufacturer relating tothe Equipment sold hereunder (“Limited Warranty Statement”). Purchaser
acknowledges a receipt of the Limited Warranty Statement and agrees to itsterms. THE WARRANTIES STATED IN THE LIMITED WARRANTYSTATEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHERWARRANTIES OF QUALITY, PERFORMANCE AND DESIGNS, WRITTEN,ORAL OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANYIMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR
USAGE OF TRADE ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER
AND ALL EQUIPMENT MANUFACTURERS. Purchaser agrees to defend,
indemnify and hold Seller harmless from any third party claims arising outof Purchaser’s use, sale, or lease of the Equipment and from all expenses,
losses and other damages resulting from Purchaser’s breach of any of theterms and conditions herein. TO THE FULLEST EXTENT ALLOWEDUNDER LAW, IN NO EVENT SHALL SELLER, ITS AFFILIATES,SUPPLIERS AND SUBCONTRACTORS BE LIABLE TO PURCHASER ORTO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL ORCONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TOLOSS OF PROFITS, LOSS OF USE, COST OF CAPITAL, COST OFSUBSTITUTE EQUIPMENT, DOWNTIME COSTS, DELAYS NOR FORANY PENALITIES, WHETHER ANY SUCH CLAIM FOR THE SAME ISBASED ON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICTLIABILITY OR OTHERWISE. SELLER'S LIABILITY FOR ANY SUCHCLAIMS WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT,STRICT LIABILITY, OR OTHERWISE OR FOR ANY LOSS OR DAMAGEARISING OUT OF, CONNECTED WITH THIS AGREEMENT OR THEPERFORMANCE OR BREACH THEREOF, OR FROM ANY DESIGN,SALE, INSTALLATION, OPERATION OR USE OF THE EQUIPMENT ORPERFORMANCE OF ANY SERVICES COVERED BY THIS AGREEMENT,SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID TOSELLER BY PURCHASER FOR THE SPECIFIC EQUIPMENT OR PARTTHEREOF OR FOR THE SERVICES GIVING RISE TO THE CLAIM.
7. Termination. No termination by Purchaser for default shall be effectiveunless, within fifteen (15) days after receipt by Seller of Purchaser's written
notice specifying such default, Seller shall have failed to initiate and pursue
correction of such specified default.
8. Excusable Delays. The schedule for shipment of Equipment and/or
performance of Services will be modified for delays resulting from causes
beyond Seller’s reasonable control, including but not limited to, strikes,
restrictions of the United States Government or other governments having
jurisdiction, delays in transportation, inability to obtain necessary labor,materials, or manufacturing facilities.
9. Shipment. All shipments are Ex Works Seller’s facility withresponsibilities as defined in INCOTERMS 2010 unless otherwise specified
on Seller’s order acknowledgement. If Seller agrees in writing to prepaytransportation and insurance charges, then Purchaser will be invoiced andagrees to pay the actual cost of the same. Claims for shortages in shipment
shall be deemed waived unless made in a writing received by Seller withinten (10) days after delivery. Shipment dates quoted are based on Seller's best
estimate of a realistic time when shipment will be made, and are subject tochange due to prior sales. Shipment dates will be confirmed on Seller's
acceptance of any resulting order. Seller may make early shipment or partial
shipments and invoice Purchaser accordingly.
10. Laws, Codes and Standards. Except as expressly stated herein, the priceand schedule included herein are based on laws, codes, and standards in effectas of the date of the order. If such laws, codes, and standards change andincrease or decrease the cost of performing the work or impact the schedule,
then Seller will advise Purchaser of the same. Purchaser and Seller shallpromptly negotiate in good faith and mutually agree upon any modification
to the order resulting from any such change.
11. Title and Risk of Loss or Damage. Despite any agreement with respect
to delivery terms or prepayment of transportation or insurance charges, therisk of loss or damage shall pass to Buyer upon the earlier of payment in fullor completion of delivery, and delivery shall be deemed to be complete upondelivery to a private or common carrier or upon moving into storage,
whichever occurs first, at the point of shipment. Purchaser shall insure theEquipment upon delivery and ensure that Seller’s interest in the Equipment
is noted on the insurance policy. Seller shall retain legal and beneficial title
to the Equipment until all invoices for such Equipment have paid in full. In
the event of late payment, Seller reserves the right to enter onto Purchaser’s
premises to repossess the Equipment until Buyer has paid for such Equipmentin full.
12. Installation. Installation of Equipment furnished hereunder shall be byPurchaser, unless otherwise agreed to in a writing signed by Seller's dulyauthorized representative.
13. Field Service. Field service will be provided on a per diem basis upon
written authorization by Purchaser and at Seller’s rates in effect when such
Services are provided.
14. Cancellation. Cancellation of any order must be by written notice toSeller and will be subject to Seller's cancellation charges, including without
limitation all costs incurred through the date of cancellation, cost to process
such cancellation, plus a reasonable profit.
15. Intellectual Property; Confidentiality. Purchaser shall defend,
indemnify and hold Seller harmless from all expenses, losses and otherdamages resulting from any actual or alleged infringement of patents,
copyrights or trademarks arising from Seller's compliance with Purchaser's
designs, specifications or instructions. Unless otherwise agreed to in a writing
signed by Seller's duly authorized representative, all right, title and interest
in any inventions, developments, improvements or modifications of theEquipment and Services made by Seller or Purchaser shall exclusively remain
with Seller. Any design, manufacturing drawings or other information
submitted to Purchaser shall remain the exclusive property of Seller.
Purchaser shall not, without Seller's prior written consent, copy nor disclosesuch information to any person. The information, drawings, plans, standards,
and specifications furnished by Seller were developed at Seller's expense andmay not, without Seller's prior written consent, be used nor disclosed byPurchaser for any purpose other than to install, own, operate, and maintainthe subject Equipment. If Seller's Equipment is held to infringe a UnitedStates patent in effect as of the date of this agreement, then Seller may at itsoption procure for Purchaser the right to use the Equipment; modify orreplace it with non-infringing Equipment; refund the purchase price allocableto the infringing Equipment, or settle or otherwise terminate said actions onbehalf of Purchaser. The foregoing is Seller's entire liability on patent
infringements. Purchaser shall keep confidential and shall not without theprior written consent of Seller disclose to any third party any technical orcommercial information which Purchaser has acquired from Seller as a resultof discussion, negotiations or other communications relating to theEquipment or this order.
16. Assignment. This agreement may not be transferred or assigned byoperation of law or otherwise by Purchaser, without the prior express writtenconsent of Seller. Any transfer or assignment of any rights, duties orobligations without Seller's consent shall be void. Seller may transfer orassign, by operation of law or otherwise, this Agreement without the consentof Purchaser.

with all applicable laws. Specifically, Purchaser shall not export or re-export
any Equipment or components thereof supplied by Seller to a prohibited person,
to a prohibited country, or for a prohibited use under the U.S. export laws.
18. Governing Law. This agreement is exclusively governed by Italian law,excluding its conflicts of laws. Purchaser agrees all causes of action under
this agreement shall expire unless brought in court of law located in Italy, towhich Purchaser does hereby consent to the jurisdiction of the same, within
one year of the date of the occurrence of the event giving rise to any suchclaim. The parties agree that the UN Convention on Contracts for theInternational Sale of Goods shall not apply.

19. Headings. The headings used throughout are for convenience only andshall be given no legal effect. Fax copies shall be given the full force and17. Export Sales. In no event shall Seller be required to export or deliver any effect as an original.
technical information, data and/or Equipment if such export or delivery is thenprohibited or restricted by any law or regulation of the U.S. Government or other 20. Entire Agreement; Third Parties. With the exception of fraudulent
governments, and in such cases, Seller’s obligations under such Purchase Order misrepresentations, these terms and conditions constitutes the complete andshall be terminated, at Seller’s option, and Seller shall be entitled to reasonable exclusive agreement between Seller and Purchaser and except the Limited
termination charges for the termination of the Purchase Order. Purchaser to Warranty Statement, there are no agreements, understandings, restrictions,secure all export licenses and be the exporter of record on all exports. These warranties, or representations between Seller and Purchaser other than thoseStandard Terms & Conditions of Sale are subject in part to applicable set forth herein or herein provided for.
governmental laws, regulations and rules of the Government of the UnitedStates, including departments, agencies and sub-divisions thereof, and of the 21. Competent Court. For any dispute arising between Purchaser and Sellercountry in which the Equipment to be sold will be installed, used, or performed. on matters governed by these Terms and Conditions, the parties agree thatPurchaser accepts all responsibility for exporting any Product sold hereunder exclusive jurisdiction is the Court of Genoa.
outside of the United States, and shall cause the end user to accept suchresponsibility and will be responsible for filing any documents required by theU.S. or other government agencies. Purchaser shall be the exporter of recordand shall secure all licenses necessary for exportation. Purchaser agrees not toexport any Product, technical information or data of Seller without full REV 7/19
compliance with applicable U.S. laws and shall cause the end user to comply
with such laws. Purchaser warrants and represents that it is in full compliance