Terms and Conditions for Purchase Orders

This purchase order (“Order”) by Cordica Medical, Inc. a Tennessee corporation, or any of its wholly owned subsidiaries Inc., (“Buyer”) offer to purchase from Seller the goods or services described in this order. By acknowledging receipt of this order or shipment of product or performing the services described, Seller agrees to the terms and conditions. All terms and conditions contained in any prior proposal or acknowledgement of this Order which are different from or in addition to the terms and conditions of this Order are hereby rejected and shall not be binding on the Buyer. Seller will be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or service covered by this Order is shipped or an invoice is presented in connection with the said goods and/or services.

Unless otherwise stated in this Order, all products shall be shipped FOB: the “Ship To” location as specified on the Order. Risk of loss shall not pass to Buyer until goods identified on this Order actually have been received and accepted by Buyer at the destination specified. Order number and part numbers must be clearly marked on all packages, invoices, bill of ladings and packing lists. Packing lists must accompany each Order. Seller shall package the goods so as to avoid any damage in transit.

Requirements, specifications, drawings, processes, instructions or technical data supplied by either Buyer or Supplier to the other, or referenced in the Order shall be incorporated into the Order by reference. No changes are to be made to those specifications, or substitution of materials or accessories without written approval by Buyer prior to product manufactured and shipped. Supplier is to notify Buyer of changes in the purchased product prior to implementation of any changes that affect the ability of the purchased product to meet specified requirements.

Buyer shall pay Seller the price as set out in the proposal for the deliverables. All payments for deliverable shall be made in accordance with the payment schedule set out in the proposal/quotation, or otherwise agreed by the parties in writing, without any set-off, deduction or withholding whatsoever. Payment Net terms do not begin to accrue until the successful DELIVERY and RECEIPT and INSPECTION of goods. The prices quoted by the Seller are inclusive of all applicable federal, state and provincial laws or local taxes, unless otherwise expressly stated in the Proposal.

Time is of the essence. The Buyer reserves the right to refuse deliveries made in advance of the delivery schedule. If delivery of the goods is not made on the delivery date or dates specified, Buyer shall have the right to direct expediting routings of the goods with the Seller paying the difference in cost between the expedited routing and the Order routing cost. Risk of loss or damage to the Deliverables will pass to Buyer upon delivery in accordance with delivery dates noted on purchase order.

Buyer’s payment for the goods shall not constitute its acceptance of the goods. Buyer shall have the right, but not the obligation, to inspect the goods and to reject any of the goods which are in Buyer’s judgment defective. Goods so rejected and goods supplied in excess of quantities order may be returned to the Seller at its expense. Payment, if any, made for any good rejected hereunder shall be promptly refunded by Seller. The fact that Buyer fails to inspect or test and goods shall not affect any of the Buyer’s rights.

Supplier warrants that all products delivered hereunder shall be free from defects in workmanship and material and shall confirm to the specifications and Order requirements. Supplier warrants that all products furnished under the Order will be merchantable, free from defects in design, material and workmanship, and will be safe and appropriate for the purpose for which product of that kind is normally used. If Seller knows or has reason to know the particular purpose for which Buyer intends to use the product, Seller warrants that such product will be fit for such particular use. If Seller is responsible for design of items, Seller warrants that all items delivered under this Order will be suitable for use by Buyer, including processing into Buyer’s finished products. Seller shall be liable for all damages both to Buyer and its customers incurred as a result of any defect or breach of warranty covered by this Order. These warranties, Seller’s service guarantees, and implied warranties, shall survive inspection, test, and acceptance, and shall run to Buyer and subsequent owners and users of the products for a period of three (3) years after acceptance of the product or such longer period of time corresponding to the life of the Buyers finished products.

Buyer shall have the right for and at its convenience to terminate this Order is whole or in part at any time by written notice effective upon receipt by Seller. Upon receipt of notice of termination, Seller shall immediately discontinue performance and shall comply with Buyer’s instructions concerning disposition of completed and partially completed items. In the event of termination, Seller shall be paid an amount in settlement to be mutually agreed upon by the parties which shall cover Seller’s reasonable cost of performance incurred prior to termination in connection with the items for which this Order is terminated.

From and after the date of this Order, Seller agrees to indemnify, defend and hold harmless Buyer from any and all claims and liabilities, regardless of by whom such claim or liability may be asserted, for personal injury (including death), or loss or damage to property, or otherwise that may result directly or indirectly from (a) acts or omissions of Seller, its employees, agents and subcontractors, or (b) any defect in design, workmanship, or materials carried out or employed by Seller or its employees, agents, or subcontractors, or (c) the use, possession or ownership of the goods or services provided by Supplier pursuant to this Order. This indemnification shall be in addition to warranty obligations of Seller.

Neither party shall be liable for delays or non-performance resulting from causes outside of their reasonable control, including without limitation: flood; fire; earthquake; unavailability or delay in receipt of third party materials, components or other required supplies; labor shortages and/or stoppages; war; riot or other civil unrest; government order or law; epidemic or pandemic (whether conditions resulting from such events). Either party suffering a Force Majeure Event shall promptly give written notice to the other party.

Seller represents and warrants that neither the merchandise nor the sale thereof covered by this Order will infringe upon or violate any trademarks, patents, copyright or other legal rights of third parties. Seller agrees to indemnify and save Buyer harmless from and against any and all claims, liability, loss, costs, attorneys' fees, expenses and damages due to or arising from any such alleged infringement or violation.

Seller warrants that all goods provided hereunder have been produced and all services performed are in compliance with applicable federal, state and local laws, ordinances, codes, rules, regulations or standards, including without limitation, the Fair Labor Standards Act, all applicable U.S. export and/or import regulations, and those pertaining to the manufacture, labeling, invoicing and sale of such goods or services.

Seller agrees to advise Buyer in writing, at least one hundred eighty (180) days in advance, of any changes to the composition of the product or the process by which the product is produced.

Supplier will provide Buyer with 90 days written notice of its intent to withdraw any Product ("End of Life" or "EOL") prior to the last date of manufacture of a Product. Within sixty (60) days following its receipt of the EOL notice, Buyer shall have the right to provide to Supplier a non-cancelable last-time buy for 2 years of forecasted Products no later than 60 days following receipt of the EOL date. Such Product purchases must be scheduled to ship no later than the End of Life date. For delivery requests outside of the Notice Period or order requests after Buyer's last-time buy purchase has been placed, Supplier will review on a case-by-case basis Buyer's request(s).