As used in this Purchase Order, the following terms shall have the respective meanings set forth below: (a) “Contract” shall mean the contract based on the terms and conditions of this Purchase Order form a part; (b) “Purchaser” shall mean Richard Wolf Medical Instruments Corp; (c) “Products” shall mean any and all goods or merchandise furnished or to be furnished to Purchaser under the Contract (without regard to the number thereof); (e) “Seller” shall mean the party who is furnishing or is to furnish the Products to Purchaser under the Contract.

The terms and conditions set forth herein shall be the sole and exclusive terms and conditions of this Purchase Order. Any changes or additions to these terms and conditions, as well as any sales terms or conditions of Seller which are additional to or different from the terms and conditions set forth herein, shall be deemed accepted only if they have been confirmed by Purchaser in writing, even if Seller bases his confirmation of this Purchase Order on such additional or different terms or conditions. Purchaser’s acceptance of Products shall not be construed as acceptance of such additional or different terms or conditions and such additional or different terms or conditions are hereby expressly rejected and are rendered null, void, and of no effect.

Purchaser reserves the right to cancel this Purchase Order in whole or in part if the attached confirmation is not received by Purchaser, signed by Seller in a legally binding manner, within fourteen (14) days, or if Seller breaches any of the terms or conditions of this Purchase Order. In addition, Purchaser reserves the right to cancel this Purchase Order in whole or in part at any time for its convenience upon written notice to Seller, in which event Seller shall be entitled to reasonable cancellation charges consisting of a percentage of the price of the Products which accurately reflects the percentage of any work performed by Seller prior to cancellation or any actual direct costs incurred by Seller in respect of this Purchase Order prior to notice of cancellation. The foregoing states Purchaser’s entire liability and Seller’s exclusive remedy for any cancellation of all or any part of this Purchase Order for Purchaser’s convenience. In addition, Purchaser, at its option, may cancel this Purchase Order in whole or in part if Seller shall become insolvent or if a petition for bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy court laws of the United States or under any Federal or state statute regarding insolvency, receivership, or reorganization is filed by or against Seller or if Seller shall be dissolved or shall make an assignment for the benefit of creditors.

Deviations from the terms and conditions of this Purchase Order are permissible only following Purchaser’s prior written approval. Purchaser reserves the right to make changes at any time in any one or more of the following: (a) specifications, drawings, and data incorporated in this Purchase Order where the Products to be furnished hereunder are to be specially manufactured for Purchaser; (b) methods of shipment or packing; (c) place of delivery; and (d) time of delivery. If any such change causes an increase or decrease such equitable adjustment shall be irrevocably waived unless asserted in writing within ten (10) days from receipt by Seller of notice of such change. Increases in price or extensions of time for delivery shall not be binding on Purchaser unless confirmed by Purchaser in writing.

Time is of the essence in the Contract and if Seller fails to complete delivery on the date specified by Purchaser in this Purchase Order, even if delay or nondelivery is caused by a contingency beyond the control of Seller, Purchaser reserves the right, without the necessity of any formal demand for performance and without prejudice to any additional rights or remedies, to withdraw, at Purchaser’s option, from the Contract or demand damages for non-performance. If delay in delivery is due to causes within Seller’s control, Purchaser reserves the right, in addition to all other rights and remedies available to it, to deduct one percent (1%) of the total cost of this Purchase Order for each week of delay following the delivery date specified herein until Purchaser receives complete delivery of the Products. Seller shall be liable to Purchaser for all damages, costs and expenses incurred by Purchaser as a result of Seller’s failure to complete delivery on or before the delivery date specified in this Purchase Order. Seller shall likewise be liable to Purchaser for all damages, costs, and expenses incurred by Purchaser as a result of Seller’s delivery of less than the total quantities of the Products specified in this Purchase Order. Purchaser’s acceptance of late or incomplete delivery or performance shall constitute or be construed as a waiver of damages. Delivery shall not be completed until all Products have been actually received and accepted by Purchaser.

Seller shall bear all risk of loss or damage to the Products until the time of our actual receipt and acceptance of the merchandise at the place of delivery.

Products purchased hereunder shall be subject to inspection and approval by Purchaser at the place of delivery specified herein. Purchaser reserves the right to reject and refuse acceptance of Products that do not strictly conform to Purchaser’s specifications or Seller’s warranties, express or implied. Seller shall bear the cost of inspecting Products which are subsequently rejected, and the cost of returning such rejected Products to Seller. Acceptance by Purchaser of Products which fail to conform, in all respects, to Purchaser’s specifications, drawings or data or Seller’s warranties, express or implied, which failure could not reasonably have been discovered prior to acceptance of the Products by Purchaser, shall not constitute a waiver by Purchaser of any of Purchaser’s rights against Seller with respect to the Products. Payment by Purchaser for any Products hereunder shall not constitute and shall not be construed as an acceptance thereof and such payment shall be without prejudice to any and all rights and remedies available to Purchaser against Seller with respect to the Products.

Seller warrants to Purchaser, its distributors, dealers, customers, and users of the Product that all Products, purchased hereunder shall be merchantable, fit for the purpose for which such Products are intended, of good material and workmanship, free from any latent or patent defects, safe for their intended use, adequately contained, packaged, marked, and labeled, in conformity with the promises or affirmations of fact made on the container or label and in strict conformity with Purchaser’s specifications, drawings, and data. If Seller knows or has reason to know the particular purpose for which Purchaser intends to use the Products, Seller warrants to Purchaser, its distributors, dealers, customers, and users of the Products that the Products will be fit for such particular purpose. Purchaser’s inspection, test, acceptance, or use of the Products shall not affect Seller’s obligations under the foregoing warranties, and such warranties shall survive inspection, test, acceptance, and use. In addition, Seller warrants that the Products meet or exceed applicable standards under the laws of the State of Illinois, as well as those of the American National Standards Institute and those adopted pursuant to the Occupational Safety and Health Act. The foregoing warranties shall be in addition to any warranties of additional scope that Seller may provide. Seller agrees to defend, indemnify, and hold Purchaser, its distributors, dealers, customers, and users of the Products harmless from and against any and all costs, losses, expenses, damages, liabilities, or fines, including, but not limited to, attorneys’ fees and court costs, resulting from or arising out of a breach of any of the foregoing warranties. Seller agrees to defend at Seller’s own expense, all suits, actions or proceedings in which we, or any of our distributors or dealers or the users of any of our products are made defendants for actual or alleged breach of the foregoing warranty and Seller further agrees to pay and discharge any and all costs, judgments, and decrees which may be rendered in any such suit, action, or proceeding.

Seller warrants that on the delivery date specified herein Seller’s title to the merchandise shall be free and clear of any and all liens, security interests, and other encumbrances. Seller agrees to defend at Seller’s own expense, all suits, actions, or proceedings in which we, or any of its distributors or dealers or the users of any of our products are made defendants for actual or alleged breach of the foregoing warranty and Seller further agrees to pay and discharge any and all costs, judgments, and decrees which may be rendered in any such suit, action, or proceeding.

Seller agrees, at its own expense, to defend any suit, action, or proceeding instituted against Purchaser, its distributors, dealers, customers, or users of the Products for actual or alleged infringement of any United States or foreign patent or invention rights, trademark, copyright, or other such rights, resulting from the sale or use of the Products and to indemnity and hold Purchaser, its distributors, dealers, customers, or users of the Products harmless from and against any and all costs, losses, expenses, damages, claims, liabilities, or fines, including, but not limited to, attorney’s fees and court costs paid or incurred by Purchaser, its distributors, dealers, customers, or users of the Products in connection with any such suit or action. Seller further agrees to pay and discharge any and all costs, judgments, and decrees which may be rendered in any such suit, action, or proceeding.

Seller shall not charge Purchaser prices higher than those specified in this Purchase Order unless Purchaser expressly agrees in writing to such higher prices. Seller represents and warrants that the prices charged for the Products are not less favorable than those currently charged by Seller to any other customer for the same or like goods and that the prices comply with all applicable government regulations at the time of quotation, sale, and delivery. Seller agrees that any price reduction made in respect of the Products subsequent to the placement of this Purchase Order shall be applicable hereto. Seller further represents and warrants that prices specified in this Purchase Order shall be complete, and no additional charges of any kind, including, but not limited to, charges for shipping, packaging, labeling, storage, insurance, boxing, crating, customs duties, or taxes, shall be paid by Purchaser without Purchaser’s express written consent.

Seller agrees to defend, indemnify, and hold Purchaser, its distributors, dealers, customers, and users of the Products harmless from and against any and all costs, losses, expenses, damages, claims, liabilities, or fines, including, but not limited to, attorneys’ fees and court costs, resulting from or arising in connection with any and all actual or alleged injuries to, or deaths of, persons and any and all damage to, or destruction of, property arising directly or indirectly from or associated with Products sold hereunder. Seller shall maintain comprehensive general liability insurance, including product liability insurance, property damage insurance, public liability insurance, completed operations insurance, and contractual liability insurance, which shall have such coverage and limits and be issued by such company as Purchaser shall deem adequate for its protection and in confirmation of such insurance coverage, Seller shall, within ten (10) business days following Purchaser’s request therefor, furnish to Purchaser certificates of insurance, issued by the applicable insurers, confirming the coverages, limits, and expiration dates of the respective policies of insurance. All such insurance policies shall provide that written notice of any cancellation or change in the coverages, limits, or expiration dates of such policies shall be given to Purchaser at least sixty (60) days prior to the effective date of such cancellation or change.

Seller agrees that all specifications, drawings, and data furnished by Purchaser to Seller are the property of Purchaser. They are furnished solely for the purpose of Seller’s performance under this Purchase Order and on the express condition that neither such specifications, drawings, and data nor the information contained therein shall be disclosed to others or used for any purpose other than in connection with the performance by Seller of this Purchase Order without the prior written consent of Purchaser. Seller shall promptly return such specifications, drawings, and data to Purchaser upon Purchaser’s request. Such request may be made at any time during or after completion of Seller’s performance hereunder.

The obligations hereinabove set forth shall survive cancellation or completion of this Purchase Order.

In accepting this Purchase Order Seller represents that the Products furnished hereunder shall be manufactured in compliance with all applicable provisions of the “Fair Labor Standards Act”, the “Federal Food, Drug and Cosmetic Act”, the “Federal Hazardous Substances Labeling Act”, and all other federal, state, and local laws and regulations from which liability may accrue to Purchaser, its distributors, dealers, customers, or users to the Products from any violation thereof. Seller agrees to defend, indemnify, and hold Purchaser, its distributors, dealers, customers, and users of the Products harmless from and against any and all costs, losses, expenses, damages, claims, liabilities, or fines, including, but not limited to, attorneys’ fees and court costs, resulting from or arising in connection with non-compliance with such laws or regulations.

If this Purchase Order bears a United States Government contract number, the Contract shall be subject to all federal requirements for similar contracts, including those relating to equal employment opportunity, without regard to race, color, religion, gender, or national origin; and the Contract shall be deemed to contain all the agreements required under the applicable federal statutes, orders, and regulations.

Purchaser may assign, transfer, or delegate this Purchase Order and any rights, duties, or obligations of Purchaser hereunder, in whole or in part, to any other person or persons without the prior consent of Seller. However, Seller may not assign, transfer, or delegate this Purchase Order or any of its rights, duties, or obligations hereunder without the prior written consent of Purchaser.

This Purchase Order shall be governed by and construed in accordance with the laws of the State of Illinois. Seller hereby irrevocably submits to the jurisdiction of the courts of the State of Illinois or any federal court sitting in the State of Illinois over any action, proceeding, controversy, or dispute arising out of or related to this Purchase Order.

This Purchase Order constitutes the entire agreement between Purchaser and Seller with respect to the subject matter hereof. It supersedes all prior agreements and understandings, whether oral or written, and cannot be amended, modified, superseded, or cancelled except by a written instrument signed by Purchaser and Seller.

The invalidity or unenforceability of any one or more of the provisions of this Purchase Order shall not affect the validity or enforceability of the remaining provisions of this Purchase Order, and such remaining provisions shall remain in full effect.

Seller agrees that all artwork, layout and designs, slides and film, photographs and transparencies, whether furnished by Purchaser to Seller or created by Seller in performance of the terms of this Order, are the property of Purchaser. Seller shall promptly deliver such materials to Purchaser upon Purchaser’s request.