TERMS AND CONDITIONS – LIFE SCIENCES EQUIPMENT: These terms and conditions are the only terms that govern the sale of the goods (“Goods”) and services (“Services”) by Consolidated Sterilizer Systems, Inc. to the buyer Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. (a) The accompanying Quotation and Sales Confirmation and these Terms comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. 2. Delivery of Goods and Performance of Services. (a) Each order is custom built to Buyer’s facility and application requirements. Delivery time will be confirmed upon Sales Confirmation acceptance. Orders will be shipped via common carrier unless otherwise stipulated. Delivery delayed by the Buyer beyond the agreed shipping date will necessitate a prorated price increase of one and one-half percent (1½%) for each month of delay for storage fees. (b) The delivery date(s) quoted are based on Seller’s best estimate of a realistic time when delivery to the carrier will be made, and are subject to confirmation at time of acceptance of any resulting order. 3. Shipping Terms. Delivery of the Goods shall be FOB point of manufacture (the “Delivery Point”). 4. Title and Risk of Loss. Title and risk of loss pass to Buyer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Massachusetts Uniform Commercial Code. 5. Cancellation and Restocking Fee. (a) Cancellation of any order must be by written notice to Seller and will be subject to cancellation charges, which will include all expenses incurred by Seller and a reasonable profit on the sale. (b) Cancellation is subject to a fee calculated as follows: (i) after receipt of the Sales Confirmation and before approved drawings or submittal package, ten percent (10%) of the Price; (ii) after approved drawings or submittal package and before fabrication has begun, thirty-five percent (35%); and (iii) after fabrication has begun, up to ninety percent (90%) (determined by Seller). 6. Price. (a) Buyer shall purchase the Goods and Services from Seller at the price[s] (the “Price[s]”) set forth on the Quotation. (b) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, revenues, gross receipts, personal or real property, or other assets. (c) Installation pricing assumes all utilities will be in accordance with sterilizer rough-in drawings/specifications provided by Seller and accessible within five (5) linear feet of the unit. If installation is not performed by a Seller-authorized representative, the cost of “equipment start-up and training”, by an authorized Seller representative, may be added to the invoice. Buyer must engage an authorized Seller representative to perform final sign-off in order to activate the warranty set forth in Section 8 hereof. 7. Payment Terms. (a) Payment terms are 30% with order, balance due net 30 days from date of shipment without regard to installation status. Without credit approval, the balance will be due prior to shipment. A service charge of one and one-half percent (1½%) per month will be imposed on all invoices not paid within thirty (30) days. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including attorneys’ fees. (b) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise. 8. Limited Warranty. (a) Seller warrants only that the Goods shall be free from faults in workmanship and materials when used in a normal manner for the purpose for which they were supplied; provided, however, that this warranty shall be limited to manufacturing defects and defective parts, excluding consumables, found to be defective within a period of (i) one (1) year from the date of installation or 15 months from the date of shipment, whichever occurs first, and (ii) fifteen (15) years on the sterilizer-chamber and/or steam generator pressure vessel. The foregoing warranty is contingent upon Buyer’s following Seller’s recommendations for installation, proper use, and preventative maintenance by a Seller-authorized service group. (b) Seller warrants to Buyer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. (c) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 8(A) AND (B), SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. (d) The Seller shall not be liable for a breach of the warranties set forth in Sections 8(a) and (b) unless: (i) Buyer gives written notice to Seller of the defective Goods or Services, reasonably described, within thirty] days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, Seller is given a reasonable opportunity after receiving such written notice to examine the applicable Goods or work product and, in the case of Goods, Buyer (if requested to do so by Seller) returns the applicable Goods to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Goods or Services are defective. (e) The Seller shall not be liable for a breach of the warranty set forth in Sections 8(a) or (b) if: (i) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (ii) Buyer alters or repairs the Goods or work product without the prior written consent of Seller. (f) Subject to Sections 8(e) and (f) above, (i) with respect to any such Goods subject to a claim under Section 8(a), Seller shall, in its sole discretion, either repair or replace such Goods (or the defective part) or credit or refund the price of such Goods at the pro rata contract rate; and (ii) with respect to any Services subject to a claim under Section 8(b), Seller shall, in its sole discretion, repair or re-perform the applicable Services or credit or refund the price of such Services at the pro rata contract rate. (g) THE REMEDIES SET FORTH IN SECTION 8(G) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTIONS 8(A) AND (B). 9.Limitation of Liability. (a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. (b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER. (c) The limitation of liability set forth in Section 10(b) shall not apply to liability resulting from Seller’s gross negligence or willful misconduct. 10. Compliance with Law. Each party shall comply with all applicable laws, regulations, and ordinances. Each party shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. 11. Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to, information, drawings, plans, and specifications, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to seek injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party. 12. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for Buyer’s obligations to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, strikes, restrictions of the United State Government, or other governments having jurisdiction, delays in transportation, unusually severe weather, war, act of public emergency, fire, acts of God, inability to obtain necessary labor, materials, or manufacturing facilities. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 60 days following written notice given by it under this Section 12, either party may thereafter terminate this Agreement upon 10 days’ written notice. 13. Subcontractors. Nothing in this Agreement shall prevent a party from utilizing the services of any subcontractor as it deems appropriate to perform its obligations under this Agreement; provided, however, that each party shall require its subcontractors to comply with all applicable terms and conditions of this Agreement in providing such services and each party shall remain primarily liable to the other party for the performance of such subcontractor. 14. Relationship of the Parties. The relationship between the parties is that of independent contractors. Neither party shall have authority to bind the other party. 15. No Third-Party Beneficiaries. Nothing in this Agreement shall confer any right in any third party. 16. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule. 17. Submission to Jurisdiction. Any action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Massachusetts, in each case located in the City of Boston, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. 18. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 19. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction, and Survival. 20. Amendment. (a) Subject to Section 20(b) below, these Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party. (b) To the extent there are changes to the scope of Services consisting of additions, deletions, or other revisions or impacts to the performance of the Services or the schedule, including those required by modifications to a prime contract issued subsequent to the execution of this Agreement, the applicable Price and schedule for the Services shall be adjusted accordingly. Prior to the commencement of such changed or revised Services, unless the change or revision is caused by an emergency, Seller shall submit promptly to the Buyer written copies of proposed change order for adjustment to the Price and schedule. Buyer shall respond to the proposed change order within five (5) days of receipt. Seller is under no obligation to perform changed work until it receives a written change order signed by Buyer.