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THERMO SCIENTIFIC PORTABLE ANALYTICAL INSTRUMENTS INC — TERMS AND CONDITIONS OF SALE
<br />Last revised November 2019
<br />UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
<br />1. GENERAL. Thermo Scientific Portable Analytical Instruments Inc ("Seller") hereby offers for sale to the buyer named on the face hereof
<br />("Buyer") the products listed on the face hereof (the "Products") on the express condition that Buyer agrees to accept and be bound by the
<br />terms and conditions set forth herein. Any provisions contained in any document issued by Buyer are expressly rejected and if the terms and
<br />conditions in this agreement (the "Agreement") differ from the terms of Buyer's offer, this document shall be construed as a counter offer and
<br />shall not be effective as an acceptance of Buyer's document. Buyer's receipt of Products or Sellers commencement of the services provided
<br />hereunder will constitute Buyers acceptance of this Agreement. This is the complete and exclusive statement of the contract between Seller
<br />and Buyer with respect to Buyer's purchase of the Products. No waiver, consent, modification, amendment or change of the terms contained
<br />herein shall be binding unless in writing and signed by Seller and Buyer. Seller's failure to object to terms contained in any subsequent
<br />communication from Buyer will not be a waiver or modification of the terms set forth herein. All orders are subject to acceptance in writing by an
<br />authorized representative of Seller.
<br />2. PRICE. All prices published by Seller or quoted by Sellers representatives may be changed at any time without notice. All prices quoted by
<br />Seller or Sellers representatives are valid for thirty (30) days, unless otherwise stated in writing. All prices for the Products will be as specified
<br />by Seller or, if no price has been specified or quoted, will be Seller's price in effect at the time of shipment. All prices are subject to adjustment
<br />on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions, which are not
<br />part of Seller's original price quotation.
<br />3. TES AND OTHER CHARGES. Prices for the Products exclude all sales, value added and other taxes and duties imposed with respect to
<br />the sale, delivery, or use of any Products covered hereby, all of which taxes and duties must be paid by Buyer. If Buyer claims any exemption,
<br />Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction. Buyer shall be solely responsible for
<br />obtaining any and all necessary licenses, registrations, certificates, permits, approvals or other authorizations required by federal, state or local
<br />statute, law or regulation pertaining to the use or possession of the products contemplated herein that include radioactive isotopes, or x-ray
<br />tubes if any.
<br />Buyer shall pay Seller such surcharges, or other fees, in respect of the sale of Products hereunder as Seller deems necessary and appropriate
<br />(in Sellers sole, good -faith, reasonable discretion) to account for changes in the cost to product, develop, market, or sell the Products to Buyer
<br />hereunder (whether as the result of the imposition of tariffs or otherwise). All such surcharges must be paid by Buyer in accordance with the
<br />payment terms set forth herein. Buyer agrees that such surcharges, or other fees, or any termination thereof, shall take effect immediately upon
<br />written notice thereof by Seller to Buyer. In the event that Sellers quote and/or order acknowledgement set forth surcharges, those documents
<br />shall be considered adequate written notice to Buyer that said surcharges are Buyers responsibility. Any such surcharges shall not constitute
<br />an increase in the Price(s) of any Products or Services sold under this Agreement
<br />4. TE w; _ 1. Seller may invoice Buyer upon shipment for the price and all other charges payable by Buyer in accordance with the
<br />terms on the face hereof. If no payment terms are stated on the face hereof, payment shall be net thirty (30) days from the date of invoice. If
<br />Buyer fails to pay any amounts when due, Buyer shall pay Seller interest thereon at a periodic rate of one and one-half percent (1.5%) per
<br />month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys'
<br />fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Sellers rights hereunder.
<br />Seller reserves the right to require from Buyer full or partial payment in advance, or other security that is satisfactory to Seller, at any time that
<br />Seller believes in good faith that Buyers financial condition does not justify the terms of payment specified. All payments shall be made in U.S.
<br />Dollars.
<br />5. DEU-VERY.QANCELLAIIQN--QB-CBMGES-B.Y_B.U.YEE. The Products will be shipped to the destination specified by Buyer, F.O.B. shipping
<br />point. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Seller
<br />reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller
<br />when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Seller will not be liable for any
<br />loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller's reasonable control. In the
<br />event of a delay due to any cause beyond Seller's reasonable control, Seller reserves the right to terminate the order or to reschedule the
<br />shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the
<br />result of such delay. Products as to which delivery is delayed due to any cause within Buyer's control may be placed in storage by Seller at
<br />Buyers risk and expense and for Buyer's account. Orders in process may be canceled only with Sellers written consent and upon payment of
<br />Seller's cancellation charges. Orders in process may not be changed except with Seller's written consent and upon agreement by the parties as
<br />an appropriate adjustment in the purchase price therefor. Credit will not be allowed for Products returned without prior written consent of seller.
<br />6. .,.(+fNT10� �R,�. Buyer must obtain permission from Seller prior to returning Products. The request must
<br />be received within ten (10) days of receipt of the Products. Older items, service parts, and discontinued items cannot be returned for credit. In
<br />order to obtain a RMA number, Buyer must contact Sellers customer support. Seller, in its discretion, may impose a twenty (20%) percent
<br />restocking charge of the price paid for any item authorized for return for credit
<br />7.:j1ILE_ N0 ,;US ..QE_ S;S. Notwithstanding the trade terms indicated above and subject to Sellers right to stop delivery of Products in
<br />transit, title to and risk of loss of the Products will pass to Buyer upon delivery of possession of the Products by Seller to the carrier irrespective
<br />of which Party's carrier is used for the transport or the manner of payment ascribed to the transport; provided, however, that title to any software
<br />incorporated within or forming a part of the Products shall at all times remain with Seller or the licensor(s) thereof, as the case may be.
<br />8. 'jARRAN'1'Y. Seller warrants that the Products will operate or perform substantially in conformance with Seller's published specifications and
<br />be free from defects in material and workmanship, when subjected to normal, proper and intended usage by properly trained personnel, for the
<br />period of time set forth in the product documentation, published specifications or package inserts. If a period of time is not specified in Sellers
<br />product documentation, published specifications or package inserts, the warranty period shall be one (1) year from the date of shipment to
<br />Buyer for equipment and ninety (90) days for all other products (the "Warranty Period"). During the Warranty Period, Seller agrees, in its sole
<br />discretion, to repair or replace, Products and/or provide additional parts or services as reasonably necessary to cause the same to perform in
<br />substantial conformance with said published specifications; provided that Buyer shall (a) promptly notify Seller in writing upon the discovery of
<br />any defect, which notice shall include the product model and serial number (if applicable) and details of the warranty claim; and (b) after Sellers
<br />review, Seller will provide Buyer with service data and /or a Return Material Authorization ("RMA), which may include biohazard
<br />decontamination procedures and other product -specific handling instructions, then, if applicable, Buyer may return the defective Products to
<br />Seller with all costs prepaid by Buyer. Replacement parts may be new or refurbished, at the election of Seller. All replaced parts shall become
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