Terms and Conditions of Purchase

Terms and Conditions of Purchase
These Terms and Conditions (the “Terms”) govern purchases by Mach Medical,
LLC, an Indiana limited liability company, and its subsidiaries, and
licensed agents (“BUYER”) from the undersigned SELLER (“SELLER”). In each
instance when BUYER desires to purchase products, goods, materials,
equipment and machinery (“Products”) and/or services (“Services”), BUYER
will issue a purchase order (each an “Order”), to SELLER describing the
types and quantity of Products and/or Services BUYER desires to purchase
and SELLER will supply the Products and/or Services in the quantities
described in such Order or in any document (including specifications),
drawing or Schedule referred to or incorporated by reference therein
(collectively the “Supplemental Documents”), subject to the following terms
and conditions (these “Terms,” and together with the Order and the
Supplemental Documents, the “Contract Documents”):

1. Acceptance; Purchase and Sale.
Each of BUYER and SELLER reject all prior terms and conditions of SELLER,
whether stated in SELLER’s quotations, price lists, sales or technical literature,
or otherwise, expressly limits acceptance to the Terms stated herein, and any
additional or different terms proposed by SELLER that conflict with the
Terms are rejected unless expressly assented to in writing by BUYER. The
Order shall be deemed to be accepted and shall be a binding contract for
the sale of the Products and/or the provision of Services upon the first to
occur of the following events: (a) SELLER executing and delivering an
acknowledgement of the Order to BUYER; (b) SELLER shipping or delivering
the Products to BUYER; or (c) SELLER commencing the performance of the
Services as demonstrated by reasonable documentation. Upon acceptance of
the Order, SELLER shall (x) sell and deliver to BUYER the Products
requested in the Order in the quantities specified therein; (y) meet the
delivery dates specified in the Order; and (z) provide the Products and
Services in accordance with the Contract Documents. The Order shall not
impose any obligation of exclusivity on BUYER to purchase only from SELLER
goods and services similar or identical to those purchased hereunder. The
Order is neither a requirements nor an output contract.

2. Price and Payment.
BUYER agrees to pay SELLER for the Products and Services in accordance
with the prices set forth in the Order, which shall be inclusive of all taxes, fees
or other charges, but will not include adjustments to pricing for packaging and
transportation. SELLER represents that the prices to be paid or otherwise
charged to BUYER are not any higher than the lowest price for such goods or
services offered by SELLER to any other of its customers. No increase in
price is effective, whether due to increased material, labor or
transportation costs or otherwise, without the prior written consent of
BUYER. Unless otherwise specified in the Order, all Products shall be
shipped DDP (Incoterms® 2020) to the point of delivery set forth in the
Order. If specified in the Order, SELLER agrees to use only the carriers
designated by BUYER, and SELLER shall be responsible for any premium
freight charges incurred as a result of SELLER’s failure to meet any
reasonable delivery date specified in the Order. Unless otherwise specified
in the Order, payment terms are net 30 days from the date of BUYER’s
receipt of a valid, undisputed invoice. BUYER shall have the right to
withhold payment of any amount due to SELLER that BUYER disputes in good
faith, which shall not constitute a material breach of BUYER’s payment
obligations.

3. Changes.
BUYER reserves the right at any time to make written changes in any one or more
of the following: (a) Supplemental Documents where the items to be furnished are
to be specially manufactured for BUYER; (b) methods of shipment or packing;
(c) place of delivery; (d) time of delivery; (e) manner of delivery; and/or
(f) quantities. If any such change causes an increase or decrease in the
cost of or the time required for performance under the Contract Documents,
SELLER shall within three (3) business days of such determination submit to
BUYER a firm cost proposal and propose an equitable adjustment be made in
the contract price or delivery schedule, or both; provided, however, that
any claim by SELLER for adjustment under this clause must be approved by
BUYER in writing before SELLER proceeds with such change. Price increases
shall not be binding on BUYER unless evidenced by a purchase order change
notice or revision issued and signed by BUYER.

4. Cancellation.
BUYER may cancel all or any part of the Order without cause at any time by
written notice to SELLER, either before or after the acceptance of any Products
or SELLER’s performance of any Services. Upon such cancellation without cause,
BUYER shall reimburse SELLER for its actual direct costs incurred in respect of
the Order prior to the effective date of notice of cancellation, less the reasonable
recoverable value in respect of any Products or partially completed
Products which SELLER could reasonably obtain from a third party. In
addition to the foregoing, BUYER may cancel any Order without liability at
any time and immediately (a) upon SELLER’s default under or breach of any
Contract Document; (b) upon the cancellation, suspension or other
revocation of licenses, permits or authorization necessary for SELLER to
fulfill its obligations in accordance with the Contract Documents; (c)
following any materially false or misleading statement, representation or
claim by SELLER; and (d) immediately upon the filing by or against SELLER
of any bankruptcy, receivership, assignment of the benefit of creditors or
similar insolvency proceedings under federal or state law.

In no event shall BUYER be responsible or liable for SELLER’s loss of
actual or anticipated profits or loss of business nor for any other
special, indirect or consequential damage arising out of or relating to
the Order or from the performance, suspension, cancellation,
termination or breach thereof, whether based upon principles of equity,
contract, tort (including, but not limited to, negligence) or otherwise.

5. Warranty.
SELLER warrants, for the longer of (a) the warranty period generally offered
by Seller to the purchasers of a Product and (b) twenty-four (24) months from the
the date of shipment, that all Products delivered and Services provided pursuant to
any Order shall be (i) fit for their intended purpose, (ii) free from any defects in
material, workmanship or design, (iii) in conformity with any applicable
specifications, (iv) upon payment by BUYER, be free and clear of all liens,
security interests and other encumbrances, and (v) not infringe or
misappropriate any third party’s intellectual property rights. SELLER
warrants 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 hereunder. The foregoing warranties shall survive any delivery,
inspection, acceptance or payment by BUYER. SELLER shall remain liable for
all costs and expenses related to parts, labor, and travel incurred
(whether by BUYER or SELLER) to remedy any warranty claims. Payment will
not constitute approval or acceptance by BUYER of any Products or Services
and BUYER’s right of inspection shall survive payment. BUYER reserves the
right to return or have reworked, at SELLER’s sole expense, any defective
or nonconforming Products, Services or shipments received or provided
contrary to the Contract Documents. If requested by BUYER, SELLER will
correct or replace at SELLER’s expense, the defective or nonconforming
Products and Services within 30 days after notice to SELLER of such defect
or nonconformity, and all costs incurred in transporting the Products from
BUYER to SELLER and return shipment to BUYER will be borne by SELLER.
This warranty will then apply to the corrected or replaced Products and Services
from the date of delivery of such replacement. Alternatively, at BUYER’s
option, BUYER may repair or correct the defective or nonconforming Products
and Services at SELLER’s expense. Rejected or nonconforming Products and
Services will not be deemed delivered on-time unless corrected or replaced
Products and Services are delivered within the delivery period applicable
to the original Order. Notwithstanding anything contained herein to the
contrary, BUYER may, at its option, assign or otherwise transfer or
pass-through the warranty, in whole or in part, on any particular Products
or Services to any of BUYER’s customers; whereupon (aa) such customer may
enforce such warranty against SELLER on, in, and for such customer’s own
behalf, name, and benefit, and (bb) BUYER may enforce such warranty against
SELLER on, in, and for BUYER’s or such customer’s behalf, name, or benefit.
The warranties set forth in this Section 5 are cumulative and in addition
to any other warranty provided by law or equity. Any applicable statute of
limitations runs from the date of BUYER’s discovery of the noncompliance of
the Products or Services with the foregoing warranties.

6. Property of Buyer.
Unless otherwise provided in the applicable Order or agreed to in writing, all of
BUYER’s property including, but not limited to, all tooling, tools,
equipment, specifications and material furnished or made available to
SELLER, title to which remains with BUYER, and any replacement thereof,
shall be and remain the property of BUYER. Property other than material
shall not be modified without the written consent of BUYER. Such property
shall be plainly marked or otherwise adequately identified by SELLER and
shall be safely stored separately and apart from SELLER’s property. SELLER
shall not use such property except as necessary for providing the Products
or Services hereunder or as otherwise authorized in writing by BUYER. Such
property while in SELLER’s possession or control shall be kept in good
condition, shall be held at SELLER’s risk, and shall be kept insured by
SELLER, at its expense, in an amount equal to the replacement cost with
loss payable to BUYER. To the extent such property is not material consumed
in the performance of the applicable Order, it shall be subject to
inspection and removal by BUYER and BUYER shall have the right of entry for
such purposes without any additional liability whatsoever to SELLER. As and
when directed by BUYER, SELLER shall disclose the location of such property
and/or prepare it for shipment and ship it to BUYER in as good condition as
originally received by SELLER, reasonable wear and tear excepted.

7. Proprietary Rights.
All technical information, tangible or intangible in any medium, in the nature
of designs, blueprints, specifications, engineering data for production or
product know how, which is supplied to SELLER by BUYER or otherwise
obtained by Seller in relation to its performance hereunder shall, unless
otherwise agreed in writing by BUYER, be considered BUYER’S confidential
and proprietary information and shall be kept strictly confidential by
SELLER. SELLER shall use and cause its employees and agents to use extreme
caution not to disclose any such information either directly or indirectly
(including, without limitation, by incorporation of such information in or
use in manufacturing products for others) and shall use the information
only in connection with the applicable Order. SELLER shall not obtain any
intellectual property rights in the property or information of BUYER
through its performance hereunder.

8. Manufacturing and Service Standards.
SELLER agrees to follow good manufacturing and service practices in the production
of the Products and provisioning of the Services so that the Products and
Services are of high quality, and comply with all applicable industrial or
governmental industrial engineering standards, safety laws, regulations and
requirements, whether state, local, or federal. SELLER will comply with any
reasonable request by BUYER regarding manufacture of the Products or
provisioning of the Services pursuant to any special drawings, plans,
specifications or other requirements of BUYER. With respect to Services
involving the presence of SELLER’s employees or contractors on the premises
of BUYER, SELLER shall comply with all of BUYER’s safety and security
procedures and shall take all necessary precautions to prevent the
occurrence of any injury to person or property during the progress of such
Services.

9. Quality Standards.
All Products shall be defect-free and shall be suitably prepared for shipment by
SELLER in accordance with reasonable commercial practices. SELLER shall
cause the Products to be labeled and shipped to conform to all requirements of
federal, state and local laws, including, without limitation, the marking
of the country of manufacture of the product, in a conspicuous place as
legibly, indelibly, and permanently as the nature of the article (or
container) will permit. All Products are subject to BUYER’s final
inspection and acceptance following delivery. Any Products requiring
installation shall not be deemed finally accepted until BUYER has completed
installation thereof. If rejected, the Products will be held by BUYER for
disposal at SELLER’s risk and expense. No inspection, acceptance of any
part or all of the Products or Services, or any payment shall relieve
SELLER from responsibility for furnishing Products and Services conforming
to the requirements of the applicable Order, nor prejudice any claim, right
or privilege BUYER may have for defective or unsatisfactory Products or
Services, or delays in delivery or other noncompliance with the Order.
Products, including any parts or components thereof, that are incorrect,
misidentified or nonconforming may be returned to SELLER by BUYER at
SELLER’s expense.

10. Indemnification.
SELLER agrees to indemnify, defend and hold harmless BUYER, its affiliates and
assigns, and their respective employees, officers, directors, managers, agents and
representatives (each, an “Indemnified Party”), from and against any and
all suits, claims, actions, proceedings, costs, losses, expenses (including
fines and penalties, settlement awards and attorneys’ fees), liabilities
and damages (including, without limitation, damages relating to injury or
death of any person or destruction of any property, real or personal)
arising out of, connected with or resulting in whole or in part from (a)
any acts, omissions or negligence of SELLER, its subcontractors or other
personnel under or in connection with the Contract Documents; (b) any
breach by SELLER, its subcontractors or other personnel of any of the
terms, covenants, representations, warranties or other provisions contained
in any Contract Document; (c) damage to, destruction of, or loss of
property or the injury to or death of any person arising out of or in
connection with SELLER’s products or SELLER’s performance of its
obligations hereunder; (d) any claim made by a third party based upon
infringement or misappropriation of any intellectual property right, other
proprietary right or contractual right in connection with the products or
services provided by SELLER hereunder (except with respect to any
specifications provided by Buyer); and (e) any and all lien notices, lien
claims, liens, encumbrances, security interests, or other lien rights of
any kind filed by any party including, without limitation, any
subcontractor, which in whole or in part are based on any work, goods,
services, material or equipment provided or to be provided under any
Contract Document.

11. Insurance.

11.1 SELLER represents that it has in place, and covenants to maintain in
place for one year after completion of all obligations specified in any
Order, insurance at its own cost and expense, in each case providing that
BUYER (including its affiliates) shall be considered additional insured’s
thereunder, in the following amounts unless otherwise specified in the
applicable Order:

(a) Commercial General Liability insurance written on an occurrence basis
with minimum limits of Two Million Dollars ($2,000,000) per occurrence;

(b) Professional Liability/Errors & Omissions insurance in the amount
of Two Million Dollars ($2,000,000) for losses from wrongful acts arising
from SELLER’s performance under the Contract Documents; and

11.2 The foregoing coverages shall be maintained with insurers licensed and
admitted in the state(s) where SELLER conducts business and that have an
A.M. Best rating of A VIII or better. Unless otherwise prohibited by law,
all policies maintained by SELLER pursuant to the Contract Documents shall
provide that BUYER will be considered an additional insured thereunder and
be primary and non-contributing with any insurance carried by BUYER and its
affiliates. Prior to the performance of any work under an applicable Order,
SELLER shall provide certificate(s) of insurance to BUYER evidencing that
the coverage required under these Terms is maintained and in force. The
foregoing insurance requirements do not limit SELLER’s liability as set
forth elsewhere in the Contract Documents.

11.3 Upon request, SELLER shall provide BUYER with certificates evidencing
that such insurance is being maintained.

12. Delay.
Time is of the essence with respect to
any Order. SELLER shall complete the delivery of the Products and perform
the Services in accordance with the dates specified in the applicable
Order. SELLER shall promptly notify BUYER in writing if the supply of the
Products or performance of the Services will be delayed, indicating the
cause and extent of the delay, but this shall not relieve SELLER of its
obligation to deliver and perform as required by the applicable Order.

13. Subcontractors.
SELLER shall not contract or arrange with any third party (for example, a
subcontractor or a consultant) to provide or perform all or any portion of the
Products or Services without BUYER’s prior written authorization. To the extent
that BUYER authorizes SELLER to use any third party, the third party shall
agree in writing to be bound by all of SELLER’s obligations under the Contract
Documents. SELLER shall remain fully responsible for any Products provided
or Services performed by a subcontractor to the same extent as if SELLER
had provided the Products or performed the Services.

14. Compliance with Laws and Regulations.

14.1 SELLER and BUYER are committed to conducting operations ethically and
in compliance with all laws applicable to them, including in any country
where they do business. This includes laws prohibiting commercial bribery,
payment to government officials, money laundering and other similar
anti-corruption laws, and compliance with laws governing import and export
restrictions, customs, duties, taxes, licenses, and authorizations
(together, the “Applicable Laws”). SELLER agrees to comply with such
Applicable Laws during the term of this Agreement. SELLER assumes all
responsibility for the shipment of Products, including any government
authorization required for same.

14.2 SELLER shall maintain accurate books and records of the transactions
contemplated under the Contract Documents and shall retain such records for
a period of seven (7) years following the last delivery of Products or
Services. BUYER shall have the right, on reasonable notice, to examine such
records to verify compliance with this Section. SELLER shall comply with
all applicable anti-corruption laws, including the U.S. Foreign Corrupt
Practices Act, as amended, in performing its obligations under each of the
Contract Documents.

14.3 SELLER agrees, to the extent applicable, to comply with Executive
Order 11246, the Vietnam Era Veterans Readjustment Assurance Act of 1974
and Section 503 of the Vocational Rehabilitation Act of 1973 and also
agrees that these laws are incorporated herein by this reference.

15. Supplier Code of Conduct.
Prior to engaging in, or continuing to engage in a business relationship, BUYER may
conduct diligence on SELLER’s suppliers, their owners and key personnel, to assess
compliance with acceptable business practices and ability of SELLER to meet
BUYER’s needs. SELLER warrants that it does not offer gifts, entertainment
or hospitality in excess of consistent customary business practices. SELLER
shall comply with all applicable international trade laws and regulations,
as well as, applicable embargoes, sanctions, and anti-boycott laws. SELLER
shall uphold fair business standards in advertising, sales, and
competition. SELLER shall comply with antitrust and competition laws where
business is conducted. SELLER shall comply with the Conflict Minerals Act
and provide products, components, parts, and minerals which free of
Conflict Minerals mined or produced in the Covered Countries. SELLER shall
conduct operations in compliance with applicable health and safety laws and
regulations.

16. Severability.
If one or more of the provisions contained in the Contract Documents shall for any
reason be held invalid, illegal or unenforceable for any reason, such invalidity,
illegality or unenforceability shall not affect any other provision of the
Contract Documents, which shall be construed as if such invalid, illegal or
unenforceable provision had never been contained therein.

17. Force Majeure.
Failure of BUYER to take delivery of Products or accept performance of Services
hereunder, or portions thereof, when due if occasioned by Act of God or public
enemy, fire, explosion, perils of the sea, flood, drought, war, riot, sabotage,
accident, embargo, government priority, requisition or allocation, pandemic
or epidemic, or any circumstance of like character beyond the reasonable
control of BUYER, or by interruption of or delay in transportation,
shortages of or inability to obtain, raw materials, supplies equipment,
fuel, power, labor or other operational necessities, labor trouble, partial
or complete suspension of BUYER’s operations, compliance with any order or
request of any governmental officer, department, agency or committee, shall
not subject BUYER to any liability to SELLER. In this connection, BUYER
shall not be required to resolve labor disputes, or disputes with suppliers
of raw materials, supplies, equipment, fuel or power, but may, in
accordance with its best interest, do so. At BUYER’s option, the period
specified for delivery of Products or performance of Services hereunder
shall be extended by the periods of delay occasioned by such circumstance,
and deliveries of Services omitted shall be made or performed during such
extension or the total ordered hereunder shall be reduced by the deliveries
or Services or portions so omitted.

18. Entire Agreement.
The Contract Documents constitute the sole and exclusive agreement between
BUYER and SELLER with respect to their subject matter, and supersede all prior
understandings, representations, negotiations and correspondence between the
parties, constitute the entire agreement between them with respect to the matters
described, and shall not be modified or affected by any course of dealing,
course of performance or usage of trade. The Contract Documents may be
changed only by an agreement in writing executed by the parties hereto. No
terms or conditions contained in any document which has been or may in the
future be supplied by SELLER which are in addition to, different from,
inconsistent with or attempt to vary any of the terms or conditions of the
Contract Documents shall supersede any of the terms or conditions of the
Contract Documents. BUYER’s acceptance of the Products shall not be
construed as an acceptance of any terms or conditions contained in any such
document. No waiver by BUYER of any rights or breach of any provision of
the Contract Documents will constitute a waiver of BUYER’s other rights
under the Contract Documents, nor will it be deemed to be a general waiver
of such provision by BUYER or to sanction any subsequent breach by SELLER.

19. Precedence.
In the event of a conflict between the terms of any Contract Documents, precedence
between such documents shall be determined in the following order: (a) the Order;
(b) Supplemental Documents; and then (c) these Terms.

20. Relationship of Parties.
The relationship between BUYER and SELLER is that of independent contractors
only, and nothing in the Contract Documents shall be construed to create a
partnership, joint venture, employer-employee or agency relationship or any
other relationship between BUYER and SELLER other than that of independent
contractors.

21. Assignment.
SELLER may not assign any Contract Document, or any right or obligation thereunder,
to any third party without the prior written consent of BUYER.

22. Waiver.
No failure to exercise, and no delay in exercising, on the part of BUYER any right, power or
privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise
of any right, power or privilege hereunder preclude further exercise of the
same right, power or privilege.

23. Governing Law.
The Contract Documents and the rights and liabilities of the parties hereto shall be
construed in accordance with the laws of the State of Indiana, without giving effect to
its conflicts of laws provisions. The United Nations Convention on
Contracts for the International Sale of Goods shall not apply to the
transactions contemplated by the Contract Documents.

24. Jurisdiction.
Any suit or other proceeding arising out of or relating to the Contract Documents may be
brought in the state and federal courts of the State of Indiana, City of Fort Wayne, and
each of the parties hereto irrevocably submits to the exclusive
jurisdiction of each such court in any such suit or proceeding, waives any
objection it may now or hereafter have to venue or to convenience of forum,
agrees that all claims in respect of the suit or proceeding shall be heard
and determined only in any such court and agrees not to bring any suit or
proceeding arising out of or relating to the Contract Documents in any
other court.