SECTION 1. THE WORK

Dunholt Medical, LLC (“Seller’) agrees to provide the products and/or services detailed in the proposal in a good and workmanlike manner in compliance with the terms of the proposal and the specifications of Seller. Seller shall provide and pay for all labor, materials, equipment, tools, and supervision required to perform the Work. Buyer is responsible for set-up, installation and start-up. These terms and conditions shall apply to all products and services sold by Seller to Buyer, whether via this proposal or otherwise, unless the terms of any subsequent proposal by Seller expressly modify or conflict with the same. Any terms and conditions contained in any acceptance of any proposal of Seller by buyer shall not be binding on Seller unless expressly agreed to in writing by Seller. This proposal is not cancellable after acceptance by buyer.

SECTION 2. PRICING

Pricing and amounts proposed in the proposal shall remain valid for 30 days unless otherwise specified. Pricing is based on United States dollars and are F.O.B point of shipment. Prices do not include freight, delivery charges, duties or taxes of any kind, which charges are also the express responsibility of buyer. Seller reserves the right to correct any typographical or clerical errors in prices, specifications and/or acknowledgements. At Seller’s request, Buyer will furnish sufficient information to enable Seller to assess Buyer’s creditworthiness, including but not limited to, a credit check. Seller may in its discretion require full or partial payment in advance.

SECTION 3. INVOICE REMITTANCE AND PAYMENT

Payment terms are net 30 days from date of delivery or Seller’s invoice, whichever is earlier. All Seller invoices shall be payable in United States currency, free of exchange, collection, withholding, deduction, offset or any other related charges of any kind. If Buyer becomes overdue in payment of such invoices, Seller shall be entitled to suspend any work for Buyer, be compensated for the reasonable costs and expenses Seller incurs due to the stoppage of work, and be entitled to charge interest at the annual rate of 18% or the maximum rate permitted by the laws of the State of Ohio, whichever is less.

SECTION 4. SHIPMENT AND DELIVERY

Seller shall select the method and carrier for delivery of all products. Title and risk of loss or damage to the products shall pass from Seller to Buyer upon delivery of the products by Seller to the carrier at the point of shipment. Any shipment, delivery or performance date is approximate only and is not guaranteed. Seller shall not be responsible or liable for loss, damage or non-performance resulting from delays caused by Buyer, carriers, force majeure or other cause beyond Seller’s control.

SECTION 5. WARRANTY

The Seller warrants to buyer only that the products sold and services performed will conform to the specifications of Seller. This warranty shall be valid for a period of two (2) years for parts only, and for a period of one (1) year for labor only. The warranty period shall begin to toll from the date of shipment. Seller’s warranty does not apply to damage or defect caused by unauthorized installation, accident, casualty, alteration, misuse, improper or insufficient maintenance, normal wear and tear or failure to follow the Seller’s instructions. All products and equipment not manufactured by Seller carries only such warranty as is given by the manufacturer thereof, which Seller hereby assigns to Buyer without recourse to Seller. Upon request of buyer, Seller will use all reasonable efforts to assist buyer in enforcing any such third party warranties at Buyer’s sole cost and expense. Seller is not responsible for any charges relating to warranty work or product replacement or repair that are not authorized by Seller in writing. NO FURTHER WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED UNDER THIS PROPOSAL OR ANY OTHER AGREEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED TO THE FULL EXTENT ALLOWED BY LAW.

NOTWITHSTANDING ANYTHING IN ANY PROPOSAL OR THESE TERMS AND CONDITIONS TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE, OR LOST PROFITS EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL SELLER’S LIABILITY UNDER ANY PROPOSAL, ANY OTHER AGREEMENT OR THESE TERMS AND CONDITIONS EXCEED THE AMOUNT PAID TO SELLER BY BUYER FOR THE PRODUCT OR SERVICE TO WHICH BUYER’S CLAIMS AGAINST SELLER DIRECTLY RELATE.

SECTION 6. CHANGES

Buyer or Seller may request changes in the products or services detailed in the proposal. Any changes to the products or services and any adjustment to the Pricing or the approximate time for completion shall be in writing signed by both buyer and Seller. If Buyer orders any additional work or causes any material interference with Seller's performance of the Work, Seller shall be entitled to an equitable adjustment in the time for performance and the Pricing, including a reasonable allowance for overhead and profit.

SECTION 7. INDEMNIFICATION

Buyer shall indemnify and hold harmless the Seller and its subcontractors from and against claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the breach of any proposal or these terms and conditions by Buyer.

SECTION 8. COMPLIANCE WITH LAW, EEO & SAFETY

Seller agrees to comply with all laws and regulations relating to or governing the products or services.

SECTION 9. DISPUTES

This Agreement shall be governed and construed in accordance with Ohio law. In the event of any dispute between Buyer and Seller, such dispute shall be subject to binding arbitration. Such arbitration shall be conducted in accordance with the Arbitration Rules of the American Arbitration Association currently in effect and shall be biding upon the parties. The arbitrator hearing the case shall award the prevailing party all of its costs, expenses and fees (including reasonable attorney fees) incurred in the dispute in addition to any other damages the arbitrator deems appropriate. Any arbitration shall take place in Summit County, Ohio.

SECTION 10. ACCEPTANCE OF TERMS/ACTIONS BY BUYER

This proposal shall become a binding contract between the Buyer and Seller when accepted in writing by the Buyer. Acceptance of the attached proposal, and these terms & conditions, shall be accepted by both Buyer and Seller upon the signing of the attached proposal by buyer. Such acceptance shall be with the mutual understanding that the terms and conditions of this proposal are a part thereof with the same effect as though signed by both parties named herein and shall prevail over any inconsistent provision of said proposal. Sections 3, 5, 7, 9, and 10 shall survive the expiration or other termination of any proposal or any other agreement between buyer and Seller.

Any action for breach of contract against Seller by Buyer must be commenced within one (1) year after the cause of action has accrued regardless of any longer period of time allowed by any applicable statute of limitations. No duty or right of buyer in this proposal or any other agreement between buyer and Seller may be assigned by Buyer without the express written authorization of Seller.

End of Terms & Conditions.