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TERMS OF SALE General Terms Medtronic Emergency Response Systems ("Medtronic") acceptance of the Buyers order is expressly conditioned on the Buyers assent to the terms set forth in this document and its attachments. Medbonic agrees to furnish the goods and services ordered by the Buyer only on these terms, and the Buyer's acceptance of any portion of the goods and services covered by this docoment shall confirm their acceptance by the Buyer. These terms Constitute the complete agreement between the parties and they shall govern any conflicting or ambiguous terms on the Buyers purchase order or on other documents submitted to Medtronic by the Buyer. These terms may only be revised or amended by a written agreement signed by an authorized representative of both parties. Pricing Unless otherwise indicated in this document, prices of goods and services covered by this document shall be Medtronic standard prices in effect at the time of delivery. Prices do not include freight insurance, freight forwarding fees, taxes, duties, import or export permit fees, or any other similar charge of any kind applicable to the goods and services covered by this document. Sales or use taxes on domestic (USA) deliveries will be invoiced in addition to the price of the goods and services covered by this document unless Medtronic receives a copy of a valid an exemption certificate prior to delivery. Please forward your tax exemption certificate to the Medtronic Tax Department P.O. Box 97006, Redmond, Washington 98073-97D6. Payment Unless otherwise indicated in this document or otherwise confirmed by Medtronic in writing, payment for goods and services supplied by Medtronic shall be subject to the following terms: Domestic (USA) Sales - Upon approval of credit by Medtrorlc, 100% of invoice due thirty (30) days after invoice date. International Sales - Sight draft or acceptable (confirmed) irrevocable letter of credit. Medtronic may change the terms of payment at any time prior to delivery by providing written notice to the Buyer. Medtrorric reserves the right to charge a 15% restocking fee for returns. Delivery Unless otherwise indicated in this document, delivery shall be FOB Medtronic point of shipment and title and risk of loss shall pass to the Buyer at that point. Partial deliveries may be made and partial invoices shall be permitted and shall became due in accordance with the payment terms. In the absence of shipping instructions from the Buyer, Medirmic will obtain transportation on the Buyer's behalf and for the Buyers account. Delays Delivery dates are approximate. Medtronic wig not be liable for any loss or damage of any kind due to delays in delivery or non-delivery resulting from any cause beyond its reasonable control, including but not limited to, acts of God, labor disputes. the requirements of any governmental authority, war, civil unrest, terrorist acts, delays in manufacture, obtaining any required license or permit, and Medtronic inability to obtain goods from its usual sources. Any such delay snail not be considered a breach of Medtronic and the Buyers agreement and the delivery dates shall be extended for the length of such delay. Inspections Claims by the Buyer for damage to or shortages of goods delivered shall be made within thirty (30) days after shipment by providing Medtronic with written notice of any deficiency. Payment is not contingent upon immediate correction of any deficiencies and Medannk: prior approval is required before the return of any goods to Medtronic. Warranty Medtronic warrants its products in accordance with the terms of the standard Medlronic product warranty applicable to the product to be supplied, and the remedies provided under such warranty shall be the Buyers sole and exclusive remedies. Medtronic makes no other warranties, express or implied, Including, without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL MEDTRONIC BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES. Patent & Indemnity Upon receipt of prompt notice from the Buyer and with the Buyer's authority and assistance, Medtronic agrees to defend, indemnify and hold the Buyer harmless against any Balm that the Medtronic products covered by this document directly infringe any United States of America patent. Mlecellameam a) The Buyer agrees that products purchased hereunder will not be reshipped or resold to any persons or places prohibited by the laws of the United States of America. b) Through The purchase of Medtronic products, the Buyer does not acquire any interest in any tooling, drawings, design information, computer programming, patents or copyrighted or confidential information related to said products, and the Buyer expressly agrees not to reverse engineer or decompile such products or related software and infomnation. c) The rights and obligations of Medtronic and the Buyer related to the purchase and sale of products and services described in this document shall be governed by the laws of the State of Washington, United States of America. AN costs and expenses incurred by the prevailing party related to enforcement of its rights under this document, including reasonable attomeys fees, shall be reimbursed by the other party. 4