TERMS AND CONDITIONS OF SALE

Except as otherwise agreed by TE Connectivity
Corporation or its affiliates and/or subsidiaries ("Seller")in writing, the following terms and conditions("Agreement") will apply to all orders received, and all
sales made, by Seller.

change without notice and may be subject to any increase
which may be in effect on the date of shipment. Except
as otherwise expressly stated herein, any service calls orother service work performed by Seller shall be at
Buyer's expense in accordance with Seller's standard
rates for such services. Buyer acknowledges that thepricing of the Products and services and the other termsof this Agreement have been set based on the sections of
this Agreement providing for an agreed allocation of therisk for any defective Products or services between theparties. Buyer further acknowledges that the pricing andterms would have been different if there had been adifferent allocation of the risk.

1.
GENERAL: The terms and conditions set forth
herein as well as any terms and conditions printed on theface of Seller's quote and/or order acknowledgment
constitute the sole and entire agreement between Seller
and the buyer ("Buyer") of goods and/or services from
Seller with respect to the subject matter hereof. Any termor condition in any printed form of Buyer, including but
not limited to any order, confirmation or other document,
which is in any way inconsistent with or in addition to
the terms and conditions hereof is hereby expressly
rejected, and Seller's acceptance of any offer or order of
Buyer is hereby expressly made in reliance on Buyer's
assent to all terms and conditions hereof. If Buyer objects
to any of the terms or conditions hereof, such objection
must be made in writing and received by Seller withinten (10) calendar days after placing a purchase order.
Failure to so object shall be conclusively deemed to be
acceptance of the terms and conditions hereof. Seller's
failure to object to any term or condition in any oral or
written communication from Buyer, whether delivered
before or after the date hereof, shall not constitute an
acceptance thereof or a waiver of any term or condition
hereof. Electronic commerce transactions between Buyer
and Seller will be solely governed by this Agreement,
and any terms and conditions on Buyer's internet site willbe null and void and of no legal effect on Seller. All
correspondence pertaining to this order, or to any of theterms and conditions covered by this order, will be in the
English language. Goods are provided pursuant toSeller's part numbers.

4.
DELIVERY, TITLE PASSAGE AND
INSURANCE:(a)
Delivery. Delivery or shipping dates areapproximate only and merely represent Seller's best
estimate of the time required to make delivery or
shipment. Time is not of the essence with respect to thetransaction(s) covered by this Agreement, except withrespect to Buyer's obligation to make all related
payments. Seller's obligations hereunder will bedependent upon Seller's ability to obtain the necessary
raw materials. Seller will not be liable for any loss or
expense (incidental, indirect, economic, consequential orotherwise) incurred by Buyer as a result of any delay indelivery for any reason other than arbitrary refusal by
Seller to perform. Seller reserves the right to make partial
deliveries and ship approximately forty (40) calendar
days in advance of shipping date. Lead time on orders
and rescheduling are governed at Seller's discretion.
(b)
Title Passage for Sales. Except as otherwise
expressly stated herein, all deliveries hereunder will be
FCA Seller's plant via a carrier selected by Buyer at its
option, or otherwise by Seller, freight collect, to Buyer
and will be packed in Seller's standard commercial
shipping packages. In all such cases title and risk of loss
or damage will pass to Buyer upon Seller's delivery of
the Products to the carrier for shipment to Buyer and noloss or damage will relieve Buyer of any obligation
hereunder, including payment for lost or damaged
Products. Charges for shipping may not reflect net
transportation costs paid by Seller. Buyer shall reimburse
Seller for any and all costs of storage incurred by Seller
after the date that Seller is prepared to make shipment.

2.
TAXES: Except as otherwise expressly statedherein, the prices do not include federal, state or local
sales, use, goods and services, excise or other similartaxes applicable to goods or services involved in thistransaction. All such taxes shall be paid by Buyer, unless
Buyer provides Seller with evidence satisfactory to Sellerof exemption from such taxes. When Seller is required bylaw or regulation to collect such taxes, Seller will add
such taxes to the sale price of the goods or services.
3.
PRICES: The sale price(s) for goods delivered
hereunder ("Products") are accepted as stated on Seller'sorder acknowledgment and will include the cost of
Seller's usual factory tests and inspections. The prices set
forth herein are not subject to trade or other discounts.
All quotations of Seller expire thirty (30) calendar days
from the date given. The price to Buyer for any Products
shall be the applicable published price or valid quote ineffect at the time of order entry. All prices are subject to(c)Insurance. Buyer will pay, or reimburse Seller
for, all insurance on the Products. Any insurance
proceeds collected by Buyer for Seller's account will bepromptly remitted to Seller in U.S. Dollars. Any
insurance policies purchased, whether by Buyer or Seller,
will be for the benefit of Seller, whether or not Seller isnamed as an insured in such policies, until title and risk
1

TERMS AND CONDITIONS OF SALE (TE MEDICAL / SURGICAL & CABLES 06/2017)of loss or damage to the Products pass to Buyer. Where
possible, all insurance policies will provide that they arefor the benefit of Seller and Buyer "as their interests may
appear."employees), accident, fire, explosion, flood, earthquakeor other casualty, shortage of labor, fuel, energy, rawmaterials or machinery or technical failure. If any suchcontingency or condition occurs, Seller may allocate
production and deliveries in any reasonable manner andmay include in such allocation any regular customers,
whether or not then under contract, and Seller's own
requirements. If, as a result of any such contingency,
Seller's performance is delayed by more than six (6)months, the prices set forth herein shall be subject toappropriate adjustment by Seller.

5.
BUYER'S FINANCIAL CONDITION: This
Agreement and all shipments made hereunder shall at all
times be subject to the approval by Seller of Buyer's
financial condition. If the financial condition of Buyer at
any time becomes unsatisfactory to Seller, in Seller's sole
discretion, or if Buyer fails to make any payment whendue, in addition to any other rights Seller may have,Seller may defer or decline to make any shipment or
shipments hereunder or may condition any such shipment
upon receipt of satisfactory security or cash payments inadvance.

9.

LIMITED WARRANTY; SUITABILITYa) Except as otherwise stated herein or in an orderacknowledgment delivered to Buyer, Seller warrants to
Buyer that the Products (1) shall be free of defects inmaterials and workmanship for a period of twelve (12)months from date of shipment to Buyer (the “Warranty
Period”); and (2) shall be free of liens and encumbrances
when shipped to Buyer. If Seller agrees in writing toprovide and does provide system design, drawings,
technical advice, or any other services to Buyer inconnection with Products, then Seller further warrants to
Buyer during the Warranty Period that such services shallbe undertaken in accordance with Seller's reasonable
technical judgment based on Seller's understanding of
pertinent technical data as of the date of performance ofsuch services. Seller's warranties will not apply to any
Product with respect to which there has been (i) improper
installation or testing, (ii) failure to provide a suitable
operating environment, (iii) use of the Product for
purposes other than that for which it was designed, (iv)
failure to monitor or operate the Product in accordancewith applicable Seller specifications and good industry
practice, (v) unauthorized attachment or removal or
alteration of any part of the Product, (vi) unusualmechanical, physical or electrical stress, (vii)
modifications or repairs done by other than Seller, (viii)
mishandling during shipment of the Product; or (ix)any
other abuse, misuse, neglect or accident. In no
circumstance shall Seller have any liability or obligation
with respect to expenses, liabilities or losses associatedwith the installation or removal of any Product or the
installation or removal of any components for inspection,
testing or redesign occasioned by any defect or by repair
or replacement of a Product. Application Equipment,
spare parts and hand tools ordered or supplied hereunder
may contain used parts and/or be reconditioned.

6.
PAYMENT TERMS: Except as otherwise
expressly stated herein, Seller shall invoice Buyer at thetime of shipment of each instalment on payment terms ofcash in advance, except where open account credit isestablished and maintained to Seller's satisfaction, in
which case payment terms shall be net thirty (30)
calendar days from date of shipment. All payments shallbe in U.S. Dollars. Buyer shall make all payments asprovided herein without regard to whether Buyer has
made or may make any inspection or use of any
Products. No discounts or setoffs shall be made by Buyer
against any invoices unless approved in advance bySeller. Any invoiced amount which is not paid when due
may bear interest at the rate of one and one-half percent(1-1/2%) per month or the highest rate then permitted bylaw, whichever is less, until paid in full. Seller reserves
the right to exercise any of its lawful remedies if Buyer
does not make payments when due. Buyer shall promptly
reimburse Seller for all costs and expenses, including
reasonable attorneys' fees, incurred by Seller incollecting sums due it hereunder.
7.
SECURITY INTEREST: Buyer hereby grants
to Seller a security interest in all Products and allproceeds and products thereof until all amounts due or to
become due hereunder have been paid. Any repossession
and removal of Products shall be without prejudice toany of Seller's other remedies at law or in equity. Buyer
agrees, at any time and without further consideration, todo or cause to be done, executed and delivered, all such
further acts and instruments (including without limitation
financing statements appropriate for filing) as Seller may
reasonably request in order to perfect Seller's security
interest.

(b)
Buyer shall notify Seller in writing promptly(and in no case later than thirty (30) calendar days after
discovery) of the failure of any Product to conform to thewarranty set forth above, shall describe in commerciallyreasonable detail in such notice the symptoms associatedwith such failure, and shall provide to Seller theopportunity to inspect such Products as installed, if
possible. The notice must be received by Seller during
the Warranty Period for such Product. Unless otherwise
directed in writing by Seller, within thirty (30) calendar
days after submitting such notice, Buyer shall package
the allegedly defective Product in its original shipping

8.
FORCE MAJEURE: Seller shall not be liablefor delay in performance or non-performance of any of
its obligations hereunder, in whole or in part, if such
performance is rendered impracticable by the occurrenceof any contingency or condition beyond the control ofeither Seller or Seller's suppliers, including without
limitation war, sabotage, embargo, riot, terrorism, orother civil commotion, failure or delay in transportation,
act of any government or any court or administrative
agency thereof (whether or not such action proves to beinvalid), labor dispute (whether or not involving Seller's

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TERMS AND CONDITIONS OF SALE (TE MEDICAL / SURGICAL & CABLES 06/2017)

carton(s) or a functional equivalent and shall ship it to
Seller.

indemnify Seller and hold Seller harmless from any
liability, claims, loss, cost or expenses (including
reasonable legal fees) attributable to Buyer's products or
representations or warranties concerning same.

(c)Within a reasonable time after receipt of theallegedly defective Products and verification by Sellerthat the Products fail to meet the warranty set forth
above, Seller shall correct such failure by, at Seller's
option, either (i) modifying or repairing the Products or(ii) replacing the Products. Such modification, repair or
replacement and the return shipment of the Products withminimum insurance to Buyer shall be at Seller's expense.
Buyer shall bear the risk of loss or damage in transit, andmay insure the Products. Buyer shall reimburse Seller fortransportation costs incurred for Products returned but
found by Seller not to be defective. Modification or
repair of Products may, at Seller's option, take placeeither at Seller's facilities or at Buyer's premises. If Seller
is unable to modify, repair or replace Products toconform to the warranty set forth above, then Seller shall,at Seller's option, either refund to Buyer or credit to
Buyer's account the purchase price of the Products lessdepreciation calculated on a straight-line basis overSeller's stated Warranty Period. THESE REMEDIESSHALL BE BUYER'S EXCLUSIVE REMEDIES FOR
BREACH OF WARRANTY.

10. LIMITATION OF LIABILITY AND INDEMNITY:NOTWITHSTANDING ANY OTHER PROVISIONHEREIN OR IN ANY OTHER DOCUMENT ORCOMMUNICATION, (A) SELLER'S LIABILITY AND
OBLIGATIONS WITH RESPECT TO ANY CLAIM(S)RESULTING OR ARISING FROM OR RELATING TO
THIS AGREEMENT, WHETHER IN CONTRACT,STRICT LIABILITY, TORT OR OTHERWISE, AND
EVEN IF BUYER'S EXCLUSIVE REMEDY FAILS OF
ITS ESSENTIAL PURPOSE, SHALL IN NO EVENT
EXCEED IN THE AGGREGATE THE TOTAL
PURCHASE PRICE RECEIVED BY SELLER FOR
THE PRODUCTS (OR, IN THE CASE OFOBLIGATIONS ARISING FROM OR RELATING TO
PARTICULAR PRODUCTS OR SERVICES
RENDERED IN CONNECTION HEREWITH, THE
PURCHASE PRICE OF SUCH PRODUCTS OR
AMOUNT RECEIVED BY SELLER FOR SUCHSERVICES, RESPECTIVELY), AND (B) SELLER
SHALL IN NO EVENT BE LIABLE TO BUYER ORANY OTHER PERSON OR ENTITY, WHETHER IN
CONTRACT, STRICT LIABILITY, TORT OR
OTHERWISE, FOR SPECIAL, PUNITIVE,CONSEQUENTIAL INDIRECT OR INCIDENTALDAMAGES OF ANY KIND WHATSOEVER, OR
CLAIMS OF ANY THIRD PARTIES. By accepting
delivery of the Products ordered, Buyer agrees that it
indemnifies and holds harmless Seller from and against
all claims, loss, damage and liability, including without
limitation for personal injury, property damage orcommercial loss of whatever kind, directly or indirectly
arising from or relating to the hazards inherent in Buyer's
facilities or activities.

(d)
EXCEPT FOR THE EXPRESS WARRANTYSET FORTH ABOVE, SELLER MAKES NO OTHER
REPRESENTATIONS, OR WARRANTIES, EXPRESSOR IMPLIED, STATUTORY OR OTHERWISE,REGARDING THE PRODUCTS, THEIR FITNESSFOR ANY PURPOSE, THEIR QUALITY, THEIRMERCHANTABILITY, THEIRNONINFRINGEMENT, OR OTHERWISE. NO
EMPLOYEE OF SELLER OR ANY OTHER PARTY IS
AUTHORIZED TO MAKE ANY OTHER
REPRESENTATIONS, WARRANTIES, OR
CONDITIONS FOR THE GOODS OTHER THAN THE
WARRANTY SET FORTH HEREIN. SELLER'S
LIABILITY UNDER THE WARRANTY SHALL BE
LIMITED TO A REFUND OF THE PURCHASE
PRICE OF THE PRODUCT. IN NO EVENT SHALLSELLER BE LIABLE FOR THE COST OF
PROCUREMENT OR INSTALLATION OF
SUBSTITUTE GOODS BY BUYER OR FOR ANY
SPECIAL, PUNITIVE, CONSEQUENTIAL,
INDIRECT OR INCIDENTAL DAMAGES OF ANY
KIND WHATSOEVER, OR CLAIMS OF ANY THIRDPARTIES.

11. MEDICAL APPLICATIONS: In connection withany anticipated use of Products by Buyer in medical
applications, unless otherwise confirmed in a writtenagreement executed by duly authorized representatives of
Seller, Buyer acknowledges and agrees that:(a)
Seller's Products are manufactured undernormal industrial conditions, which may not satisfy therequirements applicable to products manufactured forcertain medical applications. It is the sole responsibilityof persons contemplating medical uses of Seller's
Products to comply with all applicable laws, regulations,codes and standards, including but not limited to the U.S.
Federal Food, Drug and Cosmetic Act and regulations of
the Food and Drug Administration. Seller's Products
have not been designed, manufactured, tested or qualified
for use in certain medical applications (including life
support systems) and Seller has not sought or received
any rulings from the FDA or any other federal, state, or
local government agency as to the safety, effectiveness orappropriateness of its Products for such applications.
Persons intending to evaluate or to use Seller's Products
for medical purposes must rely on their own medical and(e) Buyer assumes the risk and agrees to indemnify
Seller against and hold Seller harmless from all liability
relating to (i) assessing the suitability for Buyer's
intended use of the Products and of any system design or
drawing and (ii) determining the compliance of Buyer's
use of the Products with applicable laws, regulations,codes and standards. Buyer retains and accepts full
responsibility for all warranty and other claims relating
to, or arising from, Buyer's products which include orincorporate Products or components manufactured or
supplied by Seller. Buyer is solely responsible for any
and all representations and warranties regarding the
products made or authorized by Buyer. Buyer will
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TERMS AND CONDITIONS OF SALE (TE MEDICAL / SURGICAL & CABLES 06/2017)

legal judgment without any representation on Seller's
part.

occurring after Buyer has received notice of such alleged
infringement unless Seller thereafter gives Buyer express
written consent for such continuing alleged infringement.
Seller shall not be bound in any manner by any
settlement hereunder made without its prior express
written consent, NOR SHALL SELLER BE LIABLE
FOR ANY PUNITIVE, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OFPATENT INFRINGEMENT. Seller's liability hereundershall not exceed the purchase price paid by Buyer for the
allegedly infringing Product. If infringement is allegedprior to completion of delivery of a Product, Seller may
decline to make further shipments without being inbreach of this Agreement. THE FOREGOING STATESTHE SOLE AND EXCLUSIVE LIABILITY OF
SELLER FOR PATENT INFRINGEMENT AND IS IN
LIEU OF ANY AND ALL REPRESENTATIONS,WARRANTIES, OR CONDITIONS EXPRESS OR
IMPLIED, IN REGARD THERETO. Buyer agrees, at its
expense, to settle or defend and to pay costs and damages
finally awarded in any suit or proceeding against Seller
based on an allegation that any Product furnishedhereunder according to designs or specifications
furnished by Buyer infringes any patent, provided Buyer
is promptly notified in writing of such suit or proceeding
and is given all authority (including the right to exclusive
control of the defense of any suit or proceeding),
information and assistance necessary to defend or settle
any such suit or proceeding.

(b)
Buyer will indemnify, defend, and holdharmless Seller and its officers, directors, employees,
agents, and contractors from and against any and all
losses, claims, damages, liabilities, and expenses(including reasonable attorneys' fees) arising out of orbased upon any bodily injury or property damage arisingfrom Buyer's incorporation of Products as part of any
product made by Buyer for medical applications,
including without limitation cardiac pacemakers,
defibrillators, electrodes, leads, programmers, andcatheters, and components therefor. Seller shall give
Buyer written notice of any such claim and shallcooperate in the defense of such claim at Buyer's
expense.
12. ACCEPTANCE; RETURNS: Buyer shall inspect
Products promptly upon their receipt. Unless Buyer
notifies Seller in writing within thirty (30) calendar days
after the receipt of Products or the rendering of services
that the Products or services are nonconforming,
describing the nonconformity in commerciallyreasonable detail, Buyer shall be deemed to haveaccepted the Products or services. Acceptance as
aforesaid shall constitute acknowledgment of full
performance by Seller of all its obligations hereunder. No
Products delivered and accepted under this Agreement
are subject to returns except upon (a) written approval of
Seller and (b) payment of a fair and equitable restocking
charge as determined by Seller's restocking charge policy
at the time of return.

14.
PROPERTY FURNISHED BY BUYER: If
Buyer furnishes any components, tools, dies, jigs or otherproperty, equipment, material, or facilities to Seller inconnection with the performance of this Agreement,
Buyer shall bear all risk of loss or damage with respect tosuch property, equipment, material, or facilities and shallindemnify and hold Seller harmless from and against all
loss, cost, expense or liability arising in connection with
its use of any such property, equipment, material, or
facilities. Seller shall not be responsible for any delay inperformance or non-performance hereunder or the failureof any Product to conform to applicable specifications
resulting, in whole or in part, from Seller's use ofproperty, equipment, material, or facilities furnished byBuyer.

13. PATENTS: Seller agrees to settle or defend any suitor proceeding brought against Buyer insofar as such suitor proceeding is based on a claim that any Productconstitutes direct infringement of any issued UnitedStates patent. Seller shall pay all damages and costs
finally awarded therein against Buyer, provided Seller isinformed by Buyer in writing within ten (10) calendar
days after receipt by Buyer and furnished a copy of each
communication, notice or other action relating to thealleged infringement and is given all authority (including
the right to exclusive control of the defense of any suit orproceeding), information and assistance necessary tosettle or defend such suit or proceeding. In the event such
Product or any part thereof is, in such suit, held toconstitute infringement and the use of such Product orpart thereof is enjoined, Seller shall, by its own election
and at its own expense, either (a) procure for Buyer theright to continue using such Product, or modify it so thatit becomes non-infringing, or (b) remove such Product,or part thereof, and grant Buyer a credit thereon andaccept its return. Seller shall not be obligated to settle ordefend any suit or proceeding, or be liable for any costs
or damages, if the Buyer is in breach of any term hereinor the alleged infringement arises out of compliance with
Buyer's specifications or any addition to or modificationof the Product after delivery thereof or from use of the
Product or any part thereof in conjunction with othergoods or in the practice of a process. Seller's obligations
hereunder shall not apply to any alleged infringement

15.
PROPRIETARY INFORMATION: As usedherein, the term "Proprietary Information" includes any
information, material or apparatus, of a confidential or
proprietary nature obtained from Seller and any
information obtained from Seller which is not readily
available to Seller's competitors and which, if known by
a competitor of Seller, might lessen any competitive
advantage of Seller or give such competitor a competitive
advantage. Seller retains ownership of all Proprietary
Information, whether written, oral, electronic, visual,graphic, photographic, observational or otherwise, and all
documentation which contains Proprietary Information.
Buyer shall not disclose, duplicate or reproduce any
Proprietary Information, in whole or in part, nor shall
Buyer use any Proprietary Information other than in thecourse of performing its obligations hereunder. Buyer
shall take all reasonable steps to prevent the disclosure,4

TERMS AND CONDITIONS OF SALE (TE MEDICAL / SURGICAL & CABLES 06/2017)

duplication or reproduction of any Proprietary
Information. Buyer shall limit access to the Proprietary
Information to those employees of Buyer with a valid
need to know. Notwithstanding the foregoing, Buyer
shall not be required to refrain from disclosing or using
any Proprietary Information which has become known to
Buyer if the original source of such Proprietary
Information was not Seller or any person or party
affiliated with Seller or having a relationship ofconfidentiality with or an obligation of confidentiality toSeller. Upon request of Seller or termination of thisAgreement, Buyer shall immediately return any
Proprietary Information provided, including all copies
made by Buyer.

replacement parts not meeting Seller's specifications.
Seller shall have the right at all times during Buyer's
business hours to inspect the application equipment.
(f)
The right to use the leased applicationequipment is limited to Buyer and said leased applicationequipment shall not be assigned, sublet or in any way
encumbered. Buyer shall be responsible for said leased
application equipment, and in the event this Agreement isterminated pursuant to the terms herein contained or for
any cause whatsoever, Seller shall be entitled to
immediate possession of the machine(s) and/or
applicator(s), and Buyer shall return each of them ingood order and condition, reasonable wear and tear only
excepted, DDP Seller's designated location. Buyer will
not remove, obliterate, or deface Seller's name tag andmay not in any way modify or alter any applicationequipment furnished hereunder without the prior writtenconsent of Seller. If leased application equipment has
been leased with installed third party software, upon
termination of the lease and return of the leased
application equipment, Buyer shall return or destroy (asdirected by Seller) all backup, archival and diskette/CD
ROM copies of the third party software. If the leased
application equipment is not returned to Seller inaccordance herewith, Seller shall have and Buyer hereby
grants an irrevocable license to enter by Seller's servants
or agents on any premises where said leased applicationequipment may be or may be reasonably suspected to be
and to take back and retain said leased applicationequipment.

16.
LEASED APPLICATION EQUIPMENT: If
Buyer's order is for leased application equipment, thefollowing additional conditions shall apply:(a)Seller agrees to supply to Buyer leased
application equipment in accordance with conditions as
stated herein for the term set forth in the sales orderacknowledgement. After expiration of the original term,
the lease will continue indefinitely thereafter (unlessstated to the contrary on the face thereof) and shall beterminable at will by either Seller or Buyer at any timeon thirty (30) calendar days prior written notice.
(b)
The initial non-refundable preparation charge,
if any, for each piece of leased application equipment is
as stated in writing from Seller or on the invoice. Initialretention charges are payable in advance on date ofshipment, and subsequent retention charges are payablemonthly, quarterly or yearly, as requested by Buyer.
Seller reserves the right to require Buyer to pay retention
charges annually, if the payment period elected by Buyer
would require Seller to invoice Buyer for amounts lessthan $250.00 per invoice.

(g)
If leased application equipment delivered
hereunder is for demonstration only, leased applicationequipment is to be returned at the end of thirty (30)
calendar days, unless otherwise agreed in writing, ingood order and condition, freight collect to Seller's
designated location.

(c)Seller reserves the right to allocate its supply ofleased application equipment among its various
customers according to its own discretion.

(h)Seller shall have the right to suspend or cancel
the lease contract or terminate the term leased applicationequipment at any time upon Buyer making an assignment
for the benefit of creditors or becoming bankrupt or
insolvent, or upon a petition or voluntary assignment
being filed proposing the appointment of a receiver orthat Buyer be adjudicated bankrupt or insolvent orcommits a bulk sale.

(d)
Leased application equipment delivered
hereunder and all additions, replacement parts andmodifications thereof shall be and remain the sole andexclusive property of Seller. Buyer shall have no title orinterest therein, but shall have only the right to use said
leased application equipment during said term inconjunction with terminals of the materials, dimensions
and forms for which the leased application equipment isdesigned and any such other uses or applications as areapproved by Seller. However, no license under any
patent to make or have made or otherwise acquire any
terminals shall be implied or is granted.

(i)
In addition to the forgoing provisions set forthin this Section 16, all orders for leased applicationequipment are subject to Seller's Equipment Policy, as
amended from time to time, which is posted at
http://www.te.com/content/dam/tecom/documents/policies-agreements/termsconditions/equip-policy-114119-1.pdf (the "Equipment
Policy"). The Equipment Policy is incorporated herein byreference and shall have the same effect as if set forth
herein in its entirety.

(e)Factory service, if required, is available at
Seller's rates in effect at the time of the service call.
Factory charges will be billed to Buyer for services
required due to misuse or abuse of leased applicationequipment. Spare and replacement parts for the leased
application equipment can be purchased from Seller.
Buyer shall be solely responsible for any damage to theapplication equipment resulting from Buyer's use or

17. CANCELLATION: Neither this Agreement nor any
release hereunder is subject to cancellation by Buyer
except upon (a) written request of Buyer and (b) written
approval of Seller. Because Seller's expenses related to5

TERMS AND CONDITIONS OF SALE (TE MEDICAL / SURGICAL & CABLES 06/2017)cancelling firm orders are dependent upon (i) Seller's
inventory carrying costs, (ii) the likelihood of Seller
quickly selling the subject Products to other buyers, (iii)
Seller's other related out-of-pocket costs, and (iv)administrative costs, Seller may charge Buyer acancellation fee.

should not extend further than an additional thirty (30)
calendar days from original ship date requested.
Reschedules may be subject to a ten percent (10%)
penalty based on total amount of the order or portion of
the order rescheduled.
19.
RESALE OF PRODUCTS: Unless otherwise
agreed by a duly authorized representative of Seller,
Buyer agrees that it shall not resell any Products
purchased from Seller unless Buyer is an authorized
distributor of Seller's Products. Seller shall not be
obligated to provide any warranty service or othertechnical support for any Products not purchased directlyfrom Seller or an authorized distributor of Seller.

CANCELLATION OF STANDARD PRODUCT: If
Buyer seeks to cancel a Product order and Seller
determines the Product being cancelled to be standard
product (which Seller may be able to sell to anothercustomer), the Seller may charge a cancellation charge
according to the (a) quantity being cancelled, (b) timeframe between Buyer's request to Seller to cancel and theorder's scheduled ship date, and (c) dollar amount oforder being cancelled. The calculation of the exact
cancellation charge will be at Seller's discretion. Anyorders that constitute twenty-five percent (25%) of theprevious six (6) month usage of a particular Product, andany Products that are custom-designed for Buyer andcannot be sold to other customers, will be deemed“Custom Product” and will follow the cancellation
conditions of Custom Product, set forth below.

20.
SPECIAL PACKAGING: Applicationequipment, applicators, hand tools and any associatedreplacement parts are excluded from general customer
specifications for packaging and labelling. Other
customer requests for special packaging will beconsidered on a case-by-case basis.
21.
NO LICENSE: Neither this Agreement norpurchase of any Products hereunder shall be construed toconfer upon Buyer or its customers any license under any
patent or other proprietary rights of Seller, except theright to use such goods for the purposes for which they
are sold. Tooling, set-up, fitting-up, drawings, design
information, non-recurring engineering, and partial
preparation charges when invoiced cover only part of thecost thereof to Seller. Buyer does not acquire any right,
title or interest in any tooling, set-up, fitting-up,
drawings, design information, or invention or otherintellectual property resulting therefrom, which remain
the sole property of Seller.

CANCELLATION OF CUSTOM PRODUCT: If Buyer
seeks to cancel a Product order and Seller determines the
Product being cancelled to be Custom Product, as
defined above, Seller may deny Buyer's cancellation
request. If Seller permits the cancellation of Custom
Product, Buyer agrees to pay Seller for all of Seller's outof-pocket costs associated with the cancellation of theorder including, but not limited to: (i) raw materials, (ii)work in process, (iii) inventory and/or inventory carrying
costs, (iv) scrapping and disposal fees, and (v) areasonable and equitable profit for Seller, which shall not
be less than twenty percent (20%) of such costs. In nocase will the cancellation charge be less than Seller's
actual costs (including overhead and other indirect costs).
The amount of cancellation charge to be charged toBuyer shall be determined at the sole discretion of Seller
and may equal 100% of the amount of the order at thetime of Seller's receipt of Buyer's request forcancellation. Buyer is entitled to receive a written noticefrom Seller setting forth how the cancellation charge wascalculated. Upon payment of the cancellation charge,
Buyer shall be entitled to receive all raw materials andwork in process, and Seller agrees to ship such goods toBuyer at Buyer's expense.

22.
NON-WAIVER OF DEFAULT: No failure by
Seller to insist on strict performance of any term or
condition hereof shall constitute a waiver of such term or
condition or any breach thereof, nor shall such failure in
any way affect Seller's legal remedies with respect to any
default by Buyer hereunder.
23.
APPLICABLE LAW: This Agreement and thesale of goods and services hereunder shall be governedby and construed in accordance with the laws of the statein which Seller is located, or, if Seller is located outsideof the U.S., the laws of the country in which Seller islocated, excluding laws directing the application of thelaws of another jurisdiction, and Buyer hereby consents
to such exclusive jurisdiction. The United Nations
Convention on Contracts for the International Sale ofGoods will not, for any purpose, govern or apply to thesale of goods and services or any transactions,performance or disputes hereunder.

Seller reserves the right, by written notice of default, tocancel any order, without liability to Buyer, in the eventof the happening of any of the following: insolvency of
Buyer, the filing of a voluntary petition in bankruptcy byBuyer, the filing of an involuntary petition to have Buyer
declared bankrupt, the appointment of a receiver ortrustee for Buyer, the execution by Buyer of anassignment for the benefit of creditors, thediscontinuance of business by Buyer, or the sale byBuyer of the bulk of its assets other than in the usual
course of business.

24.
ASSIGNMENT: Buyer may not transfer orassign this Agreement or any interest herein, by
operation of law or otherwise, without the prior express
written consent of Seller. Any attempted transfer orassignment without such consent shall be void. Seller
may assign its rights and delegate its duties hereunder.

18.
RESCHEDULES: Buyer may only reschedulean order with Seller's written consent. A reschedule6

TERMS AND CONDITIONS OF SALE (TE MEDICAL / SURGICAL & CABLES 06/2017)25.
ENTIRE AGREEMENT; MODIFICATION:
This Agreement supersedes all prior written and oral
agreements and understandings between Seller and Buyer
with respect to the Products and services specified
herein. No representation or statement not contained
herein shall be binding upon Seller as a representation,
warranty or condition or otherwise. No addition to or
waiver, modification or cancellation of any provision
hereof shall be binding upon Seller unless in writing andsigned by a duly authorized representative of Seller.

imposed by law on the holder of any market clearance forthe relevant Product(s). Buyer shall, upon request,
provide information requested by Seller regarding
buyer's market clearance(s) for the Product(s) to theextent reasonably required by Seller for compliance with
FDA and other similar requirements.
31.
TOOLING USE CHARGES. TOOLOWNERSHIP: Seller retains title to any tooling required
to manufacture the Product(s). Fifty percent of thetooling use charge is payable by Buyer upon receipt of
the tooling order. The balance is payable upon deliveryof first article parts manufactured to approved Productdesign specifications. Seller is responsible for routine
maintenance of the tool during its useful life. Seller is
responsible for repairing any damage to the tool caused
by Seller's negligence or accident. The Buyer is
responsible for replacement of the tool at the end of its
useful life. Tool Changes: Tool design changes must be
mutually agreed upon between Buyer and Seller. Any
additional charges for tool changes will be borne by therequesting party. Tool Usage: Seller agrees to use toolingexclusively for Buyer's Products, except in the case thattooling is used to produce generic, non-proprietarycomponents and Buyer approves tool usage.

26.
NOTICES: All notices and othercommunications hereunder shall be in writing and shallbe mailed by first-class, registered, express or certified
mail, postage prepaid, to the parties hereto at theirrespective designated addresses, subject to the right ofeither party to change such address upon ten (10)calendar days prior written notice.
27.
EXPORT CONTROL: Buyer acknowledges
that Products, software, and technical information
provided under this Agreement are subject to U.S. andother export laws and regulations. Buyer agrees not toexport, re-export, transfer, or transmit the Products,
software, or technical information except in compliancewith all such laws and regulations. This sale is subject toany applicable governmental approvals and, at Seller's
request, Buyer agrees to sign written assurances andother export-related documents as may be required for
Seller to comply with export laws and regulations.

32.
NON-RECURRING ENGINEERINGCHARGES (NRE): Non-recurring engineering charges
and all charges of a similar nature which may be billed toBuyer for work performed by Seller in connection withthe sale of goods from Seller to Buyer (including but notlimited to tooling charges, partial preparation charges,
drawing or design charges, set-up or fit-up charges, andthe like) represent only part of the cost thereof incurredby Seller. Buyer does not acquire any right, title orinterest in, or license (either express or implied) to, any
drawings, designs, inventions or other intellectual
property, or any tooling or other tangible property, by
virtue of any such charges.

28.
U.S. GOVERNMENT CONTRACTS: Seller
supplies "commercial items" within the meaning of theFederal Acquisition Regulation (FAR), 48 CFR Parts 153. Seller accepts only the mandatory flowdowns for
subcontracts for commercial items in accordance with
FAR 52.244-6(c)(1). Seller also will accept the clauses
listed in Defense FAR Supplement (48 CFR Parts 201299) (DFARS) 252.244-7000, and other agency specificmandatory flowdowns for commercial items specifically
identified by the Buyer. Any FAR, DFARS or other U.S.
Federal government agency acquisition regulations
additional to or different from such mandatory
flowdowns shall not become a part of the contract.

33.
WARRANTY EXCLUSIONS:
Notwithstanding any other terms to the contrary, nowarranties shall apply to non-production run Products,
including without limitation samples, development
Products, prototypes, evaluation units, unapproved firstarticles, pilot Products, pre-production run Products,
validation run Products, or any other Products deemed bySeller to be non-production run Products.

29.
DFARS SPECIALTY METALS: Seller partnumber(s) fall within the definition of "Electronic
Component" as defined in the Office of the Secretary of
Defense Class Deviation, Subject: Class Deviation —Implementation of New Specialty Metals Restrictions.
As such, Seller part number(s) are exempt from the
DFARS Specialty Metals requirements as per DFARS
252.225-7014, Alternative I (DEVIATION 2008-00002),
specifically subparagraph (b)(1).
30.
MARKET CLEARANCE AND RELATEDOBLIGATIONS: Unless otherwise agreed in writing by
a duly authorized representative of Seller, Seller does nothold any US FDA market clearances (or the non-US
equivalent) for any Products sold to Buyer by Seller,
including in cases where Seller is acting as a contract
manufacturer/private labeller for buyer, and Seller
assumes no obligation whatsoever for requirements

7