1. SCOPE AND DEFINITIONS

The terms and conditions of sale set forth herein ("Terms and Conditions") apply to all sales by Applied Spectral Imaging Inc. (or the relevant affiliate of Applied Spectral Imaging Inc. that invoices you for the Products) (hereinafter, "Seller") of Products, except if expressly superseded in a separate written agreement executed between Seller and you ("Buyer"). If you have purchased the Products directly from a Seller distributor or other authorized reseller, these Terms and Conditions shall not apply to you, and your purchase shall be governed by the terms agreed between you and such distributor or reseller. These Terms and Conditions apply to any consumable products, reagents, chemicals, biological materials, probes, stains, antibodies, kits, laboratory supplies and related goods provided by Seller to you (collectively "Products" or "Consumables").

BY SUBMITTING A PURCHASE ORDER, ACCEPTING DELIVERY OF PRODUCTS, PAYING FOR PRODUCTS, OR USING THE PRODUCTS, BUYER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. IF BUYER DOES NOT AGREE TO THESE TERMS AND CONDITIONS, BUYER SHOULD NOT SUBMIT A PURCHASE ORDER, ACCEPT DELIVERY, OR USE THE PRODUCTS. BUYER HEREBY WAIVES ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE MANDATORY LAW.

2. ACCEPTANCE OF ORDER BY SELLER

All orders must be initiated by written purchase order, and will not be binding on Seller until approved and accepted by Seller in writing. Buyer shall be deemed to have fully accepted the terms and conditions set forth herein, upon acceptance by Seller of any such purchase order, and Seller's acceptance of Buyer's purchase order is conditioned on Buyer's unqualified acceptance to the Terms and Conditions set forth herein in lieu of any terms and conditions in Buyer's purchase order. Seller hereby rejects any term, provision or condition in Buyer's purchase order or other communication which conflict with, or purport to add to or modify these Terms and Conditions and any such term, provision or condition shall be deemed stricken and shall not be binding upon Seller unless and until an officer of Seller specifically accepts such term, provision or condition in writing.

Buyer may cancel a purchase order, partially or entirely, only with Seller's prior written consent, and any request for cancellation must be made by written notice to Seller no later than the earlier to occur of: (i) seven (7) calendar days following Seller’s written acceptance of the applicable purchase order; or (ii) the shipping date of the Products which are the subject of the applicable purchase order; provided however that in any event, a cancellation fee of 25% of the aggregate purchase price for the cancelled Products will apply to any cancelled purchase order. Consumable Products that have been specially manufactured, formulated, filled, labeled, packaged, reserved, or otherwise prepared for Buyer, or that are custom, regulated, temperature-controlled, hazardous, perishable, or non-stock items, are not subject to cancellation.

3. TITLE AND DELIVERY; ALLOCATION OF PRODUCTS

Products shipped to destinations in the United States will be delivered DDP destination point (INCOTERMS 2020), unless otherwise agreed by Seller in writing. Products shipped to destinations outside the United States will be delivered DAP destination point (INCOTERMS 2020), unless otherwise agreed by Seller in writing. Notwithstanding the foregoing delivery terms, title to Products and the risk of loss or damage to any Products shipped to destinations in the United States shall pass to Buyer upon delivery of the Products at the applicable destination point, and title to Products and the risk of loss or damage to any Products shipped to destinations outside the United States shall pass to Buyer upon delivery to the carrier at Seller's shipping point. Seller retains a purchase money security interest in Products until the entire amount due has been paid in full to Seller. Provided that Seller receives all necessary information from Buyer, Seller will make reasonable efforts to meet the delivery dates identified on Seller's acceptance form, but delivery dates are estimates only and are not guaranteed. Time for delivery shall not be of the essence unless expressly agreed by Seller in writing. If Buyer delays shipments, fails to provide required delivery information, or requests a delivery hold, payments shall become due on the date when Seller is prepared to make shipment; Products held for Buyer during any such delay shall be at the risk and expense of Buyer, and Seller may charge storage fees, insurance costs, and handling charges. In no event shall Seller be liable for any delay in delivery due to reasons beyond Seller's reasonable control, including without limitation, delays due to shortages in energy, components, raw materials, packaging materials, supplies or labor, contamination events, quality control failures, laboratory disruptions, labor disputes, strikes or industrial disturbances, delays in transportation, utility or communication failure, acts of God, fire, flood, explosion, war, terrorism, epidemics, pandemics, governmental actions or restrictions, export or import delays, or earthquakes. In the event of any such delay, the date of delivery shall automatically be extended for a period equal to the time lost by reason of the delay. In the event that Seller, for any reason, has insufficient supplies of Products to meet future demand or accepted orders, Seller reserves the right in its sole discretion to allocate available Products among its customers, make partial deliveries of Products and invoice for them separately, substitute functionally comparable packaging configurations where appropriate, or cancel orders, none of which shall relieve Buyer of the obligation to accept and pay for Products already shipped or allocated to Buyer. In any event Seller shall not be in default for any failure to deliver Products to Buyer unless Seller does not begin to cure such failure within ten (10) days after receipt of written notice from Buyer regarding its failure to deliver. In the event that Seller so defaults, Buyer's sole remedy for such default shall be cancellation of the applicable order after providing Seller with fourteen (14) days advance written notice and an opportunity to cure its default. Seller shall have no other liability to Buyer as a consequence of any such default.

4. NO RESALE OF PRODUCTS

Buyer shall be solely responsible for providing and maintaining proper storage conditions for the Products in accordance with Seller's specifications and labeling, including but not limited to appropriate temperature, humidity, and light protection. Seller shall have no liability for any degradation, contamination, or loss of efficacy of Products resulting from Buyer's failure to maintain proper storage conditions. Products are sold with a stated shelf life or expiration date as indicated on the packaging or accompanying documentation. Seller makes no warranty or representation regarding the shelf life or stability of Products beyond the expiration date stated on the Product packaging. Buyer is solely responsible for monitoring expiration dates and using Products within their stated shelf life. Seller shall have no liability for Products used after their expiration date or for Products that have expired while in Buyer's possession due to Buyer's failure to use them in a timely manner.

Buyer shall indemnify, defend and hold Seller harmless for and against any and all costs, damages, losses or liabilities of any kind arising from breach of this provision.

STORAGE CONDITIONS AND SHELF LIFE

Buyer shall be solely responsible for providing and maintaining proper storage conditions for the Products in accordance with Seller's specifications and labeling, including but not limited to appropriate temperature, humidity, and light protection. Seller shall have no liability for any degradation, contamination, or loss of efficacy of Products resulting from Buyer's failure to maintain proper storage conditions. Products are sold with a stated shelf life or expiration date as indicated on the packaging or accompanying documentation. Seller makes no warranty or representation regarding the shelf life or stability of Products beyond the expiration date stated on the Product packaging. Buyer is solely responsible for monitoring expiration dates and using Products within their stated shelf life. Seller shall have no liability for Products used after their expiration date or for Products that have expired while in Buyer's possession due to Buyer's failure to use them in a timely manner.

5. ACCEPTANCE OF PRODUCTS BY BUYER

All Products furnished hereunder which substantially conform to Seller's published specifications, certificates of analysis, or other specifications expressly agreed by Seller in writing shall be deemed accepted by Buyer upon receipt. Buyer shall inspect the Products promptly upon delivery for visible damage, shortages, shipping errors, and any other nonconformity reasonably discoverable on initial inspection. Any claim by Buyer based on any defect or failure of the Products to conform to Seller's specifications, or any shortage, shipping error, or damage to Products, must be notified to Seller in writing within seven (7) calendar days from the date of delivery, and Buyer must provide Seller with reasonable supporting documentation and reasonable opportunity to inspect the Products Latent defects that could not reasonably be discovered upon initial inspection must be notified to Seller in writing within seven (7) calendar days after discovery, but in no event later than the expiration of the applicable warranty period If no such notification is received within applicable period, Buyer shall be deemed to have irrevocably accepted the Products and waives any right to reject or claim any defect, shortage, shipping error, or damage. Buyer may not reject Products that substantially conform to Seller's specifications or accompanying documentation. In any event, use, resale, relabeling, repackaging, transfer, commingling, testing, or consumption of the Products by Buyer, its agents, employees, customers, or representatives shall constitute final and irrevocable acceptance by Buyer and waiver of any claims to the fullest extent permitted by law. Products may not be returned without Seller's prior written authorization, and any unauthorized returns will be refused, destroyed, or returned to Buyer at Buyer's expense and risk. Seller reserves the right to make any changes in the specification, formulation, manufacturing site, packaging, labeling, raw materials, methods, or processes relating to the Products that are required for the Products to conform with any applicable safety, regulatory, or other legal, or which do not materially adversely affect the identity or intended use of the Products.

6. PRICE AND PAYMENT TERMS

Prices quoted shall be valid only for the period of time indicated in the quotation. Seller reserves the right by giving notice prior to delivery or supply, to increase the price of the Products to reflect any increase in cost to Seller, including but not limited to increases in raw materials, labor, energy, transportation, or regulatory compliance costs. For Products shipped to destinations in the United States on a DDP basis, prices include transportation, insurance, packaging, handling, import duties, and import taxes. For Products shipped to destinations outside the United States on a DAP basis, prices are exclusive of transportation, insurance, packaging, handling, taxes, duties, customs fees, and other charges related thereto. Such non-United States charges, when applicable, will appear as separate additional items on the invoice. No discounts whatsoever are authorized unless and until Buyer and Seller have expressly agreed in writing to a discount and such writing has been approved by an Officer of Seller. Payment shall be due and payable net thirty (30) days from the date of the invoice unless otherwise indicated on the invoice. All overdue amounts shall bear interest at a rate of 1.5% per month or such maximum lesser rate as is permitted by law. Payments due hereunder shall not be subject to any set-off, deduction, counterclaim, or withholding for any reason. Seller reserves the right to declare all sums immediately due and payable hereunder for any breach of these Terms and Conditions including, without limitation, failure to comply with credit terms. Seller reserves the right to require payment in advance, COD terms, or satisfactory security at any time if in Seller's reasonable judgment Buyer's financial condition does not justify the payment terms specified.

7. TAXES

Except to the extent that Buyer provides Seller with a tax-exempt certificate acceptable in the appropriate taxing jurisdiction prior to shipment of the Products, for Products shipped to destinations in the United States on a DDP basis Seller shall pay applicable import duties and import taxes, and Buyer shall pay any present or future excise, sales, use or similar tax and other governmental charges other than taxes based on Seller's income. For Products shipped to destinations outside the United States on a DAP basis, Buyer shall pay any present or future excise, sales, use, import, customs, duty or similar tax and other governmental charges except for taxes based on Seller's income, unless Buyer provides Seller with a tax-exempt certificate acceptable in the appropriate taxing jurisdiction prior to shipment of the Products. Buyer agrees to indemnify Seller against liability for payment of taxes, duties, or other governmental charges that are the responsibility of Buyer under this Section. Such charges, when applicable, will appear as separate additional items on the invoice for non-United States DAP deliveries.

8. Term and Termination

The term of these Terms and Conditions will be as set forth in the applicable quotation or purchase order, or if no term is specified, these Terms and Conditions shall apply to the applicable order and to all related quotations, acknowledgments, deliveries, and invoices. For clarity, certain Products may be sold as one-time purchases, while other Products may be sold under a fixed-term supply arrangement, including multi-year arrangements with minimum purchase quantities or volume commitments, if expressly set forth in the applicable quotation, purchase order, or other writing accepted by Seller. Seller may terminate or suspend performance under these Terms and Conditions, any purchase order, or any quotation immediately upon written notice if Buyer: (i) fails to make any payment when due; (ii) breaches these Terms and Conditions or any purchase order and fails to cure such breach within ten (10) days after written notice, if curable; (iii) becomes insolvent, ceases doing business in the ordinary course, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy, receivership, liquidation, or similar proceeding; or (iv) fails to provide adequate assurance of performance when requested by Seller

Termination, cancellation, or suspension by Seller shall be without prejudice to Seller's right to recover payment for Products delivered, work in process, raw materials acquired, costs committed, cancellation charges, storage charges, and any other amounts due or incurred in connection with the applicable order. Any provisions which by their nature should survive termination or expiration shall survive, including without limitation provisions relating to payment, confidentiality, intellectual property, warranty limitations, disclaimers, limitations of liability, indemnification, export compliance, and governing law.

9. LIMITED WARRANTY

The warranty terms that apply to the Products shall be those set forth in Seller's Product Warranty, which may be provided with the Products or made available upon request ("Warranty Terms"). The limited warranty set forth therein shall be the only warranty that applies with respect to the Products, and is subject to the conditions and limitations set forth in this Section 9 and in the Warranty Terms. Unless otherwise specified in the Warranty Terms, Seller warrants that consumable Products, at the time of shipment and when stored and used in accordance with Seller's instructions and specifications, will conform to Seller's published specifications for such Products for the period specified on the Product labeling or documentation, or if no period is specified, for a period of ninety (90) days from the date of shipment. This warranty applies only to Products that have been properly stored, handled, and used in accordance with Seller's instructions, specifications, and any applicable safety data sheets.

The warranty provided in this Section 9 is subject to the following conditions and Buyer agrees as follows:

a. Buyer agrees not to alter, modify, repackage, or relabel the Products without the prior written approval from Seller. Buyer further agrees to use the Products only in accordance with Seller's instructions, specifications, protocols, and any applicable safety data sheets (SDS) or material safety data sheets (MSDS) provided by Seller. Buyer agrees to use the Products only for the applications and purposes for which they are intended and specified by Seller. Any unauthorized alteration, modification, repackaging, relabeling, or use outside of Seller's specifications will automatically void any warranty for the Products.

b. Buyer agrees to store, handle, transport, and use the Products strictly in accordance with Seller's storage and handling instructions, including maintaining appropriate temperature, humidity, light protection, packaging integrity, chain of custody, and other environmental conditions as specified on Product labeling or in accompanying documentation. Buyer acknowledges that failure to maintain proper storage, transport, and handling conditions may result in degradation, contamination, or loss of efficacy of the Products and will void any warranty.

c. Buyer shall be solely responsible for maintaining the proper environment and conditions for storage, handling, testing, and use of the Products, including but not limited to appropriate facilities, equipment, safety controls, trained personnel, and inventory controls. Buyer shall maintain adequate records to identify applicable lot or batch of Products received, stored, used, transferred, or disposed of by Buyer.

d. Buyer acknowledges that certain Products may be shipped with certificates of analysis (COA), certificates of conformance, technical data sheets, safety data sheets (SDS), or other quality documentation. Seller will provide such documentation in accordance with its standard practices and applicable regulatory requirements. Buyer is responsible for reviewing such documentation upon receipt and notifying Seller of any discrepancies within seven (7) days of receipt. Any failure to provide such notice shall constitute acceptance of the documentation and waiver of any claims related thereto.

e. Buyer agrees to use Products prior to their stated expiration date, retest date, or use-by date, if any, and acknowledges that use of expired or improperly stored Products is at Buyer's sole risk and voids any warranty. Buyer is solely responsible for implementing appropriate inventory management, stock rotation, and traceability practices to ensure timely and proper use of Products before expiration.

f. Buyer's sole and exclusive remedy for breach of the warranty set forth in this Section 9 shall be, at Seller’s sole option and discretion: (i) replacement of the nonconforming Products; (ii) credit or refund of the purchase price paid for the nonconforming Products; or (iii) if Seller elects and if feasible, repair or correction of the nonconforming Products. Any warranty claim must be made in writing within the applicable warranty period and within seven (7) days of discovery of the alleged nonconformity. Seller shall have the right to inspect any allegedly nonconforming Products and require their return, destruction, or other disposition at Buyer's expense and in accordance with Seller's instructions as a condition of any warranty remedy. Buyer's failure to provide timely notice, preserve the Products, maintain lot traceability, or comply with Seller's return or disposition instructions shall void any warranty claim.

g. THE WARRANTY SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO: (i) Products that have been stored, handled, transported, or used improperly or not in accordance with Seller's instructions or specifications; (ii) Products that have been altered, modified, repackaged, relabeled, or combined with other materials not approved by Seller; (iii) Products that have been subjected to misuse, abuse, neglect, accident, or unusual physical, thermal, or electrical stress; (iv) Products used after their expiration date; (v) defects or failures resulting from Buyer's specifications, designs, or instructions; (vi) normal wear and tear, deterioration, or consumption; or (vii) any noncompliance alleged more than seven (7) days after Buyer discovered or should have discovered such noncompliance.

10. DISCLAIMER OF WARRANTIES

THE WARRANTY AS SET FORTH ABOVE AND IN THE WARRANTY TERMS IS IN LIEU OF ALL OTHERS, AND SELLER SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. SELLER MAKES NO WARRANTY REGARDING THE SUITABILITY OF THE PRODUCTS FOR ANY PARTICULAR APPLICATION, PROTOCOL, PROCESS, OR USE, AND BUYER ACKNOWLEDGES THAT IT HAS SELECTED THE PRODUCTS BASED ON ITS OWN INDEPENDENT EVALUATION, VALIDATION, AND TESTING. BUYER ACKNOWLEDGES AND AGREES THAT THE PRODUCTSHAVE NOT BEEN DESIGNED, TESTED, OR MANUFACTURED FOR USE IN CLINICAL DIAGNOSTIC PROCEDURES, THERAPEUTIC APPLICATIONS, OR FOR DIRECT USE IN HUMANS UNLESS EXPRESSLY DESIGNATED AS SUCH BY SELLER IN WRITING, AND THAT PRODUCTS LABELED "FOR RESEARCH USE ONLY" OR WITH SIMILAR DESIGNATIONS ARE NOT INTENDED FOR DIAGNOSTIC OR THERAPEUTIC USE. BUYER ACKNOWLEDGES THAT THE PRODUCTS ARE NOT INTENDED FOR USE IN APPLICATIONS WHERE THE FAILURE OR MALFUNCTION OF THE PRODUCTS COULD REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, DEATH, OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE, INCLUDING BUT NOT LIMITED TO USE IN NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION, EMERGENCY SYSTEMS, LIFE SUPPORT SYSTEMS, OR WEAPONS SYSTEMS. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF THE PRODUCTS OTHER THAN AS PROVIDED IN THIS SECTION. THE WARRANTIES SET FORTH IN THIS AGREEMENT SHALL EXTEND TO BUYER ONLY AND NOT TO BUYER'S CUSTOMERS OR ANY OTHER THIRD PARTIES.

11. NONDISCLOSURE OF CONFIDENTIAL INFORMATION

Buyer acknowledges that all technical information, formulations, specifications, know-how, methods, protocols, lot information, quality documentation, pricing, quotations, and other information relating to the Products and their manufacture is confidential and proprietary toSeller. At all times during and after Buyer's relationship with Seller, Buyer agrees to maintain the confidentiality of Seller's confidential and proprietary information and to undertake all necessary and appropriate steps to prevent its disclosure to third parties. Buyer shall not, and shall ensure that its employees, agents, and representatives do not, disclose, publish, or otherwise make available any such confidential information to any third party without Seller's prior written consent, except as required by law and then only after giving Seller prompt prior notice to the extent legally permitted. Buyer further acknowledges and agrees that the sale to Buyer of Products does not convey any license, expressly or by implication, to any intellectual property rights of Seller, and Buyer shall not, and shall not permit any third party to, reverse engineer, analyze, sequence, disassemble, decompile, test for composition except for Buyer's internal quality control use of the Products, or otherwise attempt to discover the composition, formulation, structure, source materials, manufacturing process, or trade secrets embodied in any of the Products or any part thereof, except to the extent such restriction is prohibited by applicable mandatory law. Buyer shall indemnify, defend, and hold Seller harmless from and against any and all costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from any breach of this Section.

12. SUBSTITUTIONS AND MODIFICATIONS

Seller shall have the right to make substitutions and modifications from time to time in the specifications, raw materials, manufacturing site, methods, packaging, labeling, suppliers, or components of Products sold by Seller, provided that such substitutions or modifications will not materially adversely affect the identity or intended use of the applicable Product. Due to the nature of consumable goods, Buyer acknowledges that Products may be supplied in different lots or batches and may be subject to normal lot-to-lot variations within Seller's specifications. Seller may, but shall not be obligated to, provide notice of material changes to formulation, composition, country of origin, safety information, or other characteristics where Seller determines such notice is commercially appropriate or legally required.

13. NOTICE

Notices, authorizations, and requests in connection with this agreement must be sent by regular or overnight mail, express courier, fax, or email. Notices will be treated as delivered on the date shown on the return receipt or on the courier, fax or email confirmation of delivery. E-mail notices may be sent to Seller at support@spectral-imaging.com or ASI-Probes@spectral-imaging.com .

14. NON ASSIGNABILITY

Buyer shall not assign these Terms and Conditions or any of its rights and/or obligations hereunder, or any purchase order, without the prior written consent of Seller, and any purported assignment without such consent shall be void. Seller may freely assign these Terms and Conditions, any purchase order, or any of its rights or obligations hereunder without Buyer's consent, including but not limited to assignments to affiliates, subsidiaries, successors, or in connection with any merger, acquisition, reorganization, or sale of assets.

15. EXPORT

Buyer represents and warrants that it will comply with all applicable export control laws, import laws, sanctions, and regulations, and that it will not export, re-export, transfer, resell, or use any Products in any manner that violates applicable laws or regulations. Buyer further represents and warrants that it will not export, re-export, transfer, or use any Products with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weaponsor in any facility engaged in such activities, unless Buyer has obtained all required governmental permits and approvals. Buyer further represents and warrants that it will not export, re-export, transfer, or make available, directly or indirectly, any Products to embargoed countries or regions, or to any person or entity listed on any applicable denied persons, restricted parties, or sanctions lists, including but not limited to lists published by the U.S. Department of Commerce, the U.S. Department of Treasury, or other governmental authorities. All obligations in this Section survive any termination of these Terms and Conditions. Buyer shall indemnify, defend, and hold Seller harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses arising from Buyer's breach of this Section.

Without derogating from the generality of the foregoing, the Products and all related technical information or materials are subject to applicable export control laws and regulations, which may include the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and regulations of other countries. Buyer will not export, re-export, divert, transfer or disclose, directly or indirectly the Products or any related technical information or materials without complying strictly with all applicable export control laws and regulations and all other legal requirements, including without limitation (and where relevant), obtaining all required governmental authorizations, licenses, and permits. Where the Products are to be exported from the United States or other country of origin to Buyer's location, the following will apply:

a. Payment shall be made in U.S. Dollars or such other currency as agreed by Seller in writing;

b. For Products shipped to destinations outside the United States on a DAP basis, Buyer shall be solely responsible for complying with all laws and regulations governing the importation, customs clearance, storage, handling, marketing, sale, and use of the Products in the country of destination and for the payment of any duties, taxes, fees, permits, clearances, and other charges applicable to the Products. For Products shipped to destinations in the United States on a DDP basis, Buyer shall be solely responsible for complying with all laws and regulations governing the storage, handling, marketing, sale, and use of the Products after delivery, and for obtaining any licenses, permits, registrations, or approvals required for such post-delivery activities, but Seller shall be responsible for importation and customs clearance to the extent expressly provided in these Terms and Conditions;

c. In the event of a conflict between the Incoterms and these Terms and Conditions, these Terms and Conditions shall prevail; and

d. Seller shall not be held liable for any inability to perform any of its obligations under these Terms and Conditions, to the extent such inability is due to an export embargo.

16. GOVERNMENT CONTRACTS

Use, duplication, and disclosure by any unit or agency of the United States Government or other government of the Products and all technical information and documentation related thereto is subject to the restrictions set forth in these Terms and Conditions and as provided by applicable law, including but not limited to DFARS 227.7202-1(a) and 227-7202-3(a), DFARS 252-227-7013(c)(1)(ii), FAR 12-212,FAR 52.227-19, FAR 52.227-14(ALT III),or any similar applicable provisions of applicable law. Seller represents that the Products were developed entirely at private expense, and that no part of the Products was first produced in the performance of a United States Government contract or other government contract. If Buyer is a governmental entity or is purchasing Products for use by a governmental entity, Buyer acknowledges that the Products are commercial items and agrees that Seller's standard commercial rights and restrictions shall apply.

17. LIMITATIONS OF LIABILITY

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, PROFITS, DATA, GOODWILL, BUSINESS INTERRUPTION, COST OF COVER, COST OF REPLACEMENT GOODS, RECALL COSTS, LABORATORY COSTS, LOSS OF USE, OR WASTE OF MATERIALS, THAT BUYER MAY SUFFER, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR IN CONNECTION WITH THE PURCHASE, SALE, DELIVERY, STORAGE, HANDLING, USE, PERFORMANCE OR FAILURE OF THE PRODUCTS, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL SELLER'S AGGREGATE LIABILITY TO BUYER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), OR OTHERWISE, ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OF SALE EXCEED THE LESSER OF (I) US$250,000, OR (II) THE AMOUNT OF THE PURCHASE PRICE ACTUALLY PAID TO SELLER BY BUYER FOR THE SPECIFIC PRODUCT THAT GIVES RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

18. SEVERABILITY

If any provision of these Terms and Conditions are found by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. GOVERNING LAW: JURISDICTION AND VENUE

The validity, interpretation, construction and performance of these Terms and Conditions are governed by the laws of the State of New York, exclusive of its conflict or choice of law provisions. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. The courts of New York shall have exclusive jurisdiction and venue over any dispute arising out of, or in any way related to, these Terms and Conditions and Buyer hereby explicitly consents to the jurisdiction of such courts.

20. ENTIRE AGREEMENT

The Terms and Conditions set forth herein, together with any applicable Warranty Terms, quotations, invoices, order acknowledgments, and any other documents expressly incorporated by Seller in writing, represent the entire agreement and understanding between Seller and Buyer with respect to the subject matter hereof, and all prior quotations, invoices, negotiations, understandings, representations, and/or agreements of the parties, whether oral or written are superseded in their entirety. Seller's failure to specifically object to any term or condition contained in any communication from Buyer, including but not limited to terms contained in Buyer's purchase orders, shall not be deemed a waiver of any of the terms or conditions contained herein, and Seller hereby objects to and rejects any such terms. These Terms and Conditions shall prevail over and supersede any conflicting, additional, or different terms in Buyer's purchase order or other communication, and Buyer's submission of a purchase order, acceptance of Products, payment for Products, or use of Products constitutes acceptance of these Terms and Conditions. This Agreement shall not be modified, supplemented, qualified or interpreted by any trade usage or course of dealing not expressly made a part of this Agreement in writing signed by an authorized officer of Seller. The failure by Seller to enforce at any time any of the provisions of these Terms and Conditions or to exercise any election or option provided herein shall in no way be considered as a waiver of such provisions or options or the right of Seller thereafter to enforce each and every such provision. Buyer hereby acknowledges that it has not entered into this agreement in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein. Seller may assign these Terms and Conditions or subcontract or assign any of its obligations, rights or interests hereunder without Buyer's consent.

DOC000552 Rev. A