TERMS AND CONDITIONS OF SALE

All quotations and sales by PRIZM MEDICAL, INC. (“Micro-Z Mini or Micro-Z II”) are subject to these terms and conditions and those on the front of this document.

1. Except as otherwise set forth on the front of this document. Terms of payment are net 30 days from invoice date; prices are FOB Micro-Z Mini or Micro-Z II’s facility; and prices do not include any taxes, freight, handling, duty or other similar charges, payment of which will be the sole responsibility of customer. Freight charges may be constructed on the basis of standard carrier tariffs and may not reflect actual transportation costs. Micro-Z Mini or Micro-Z II reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of customer’s creditworthiness or should customer fail to fulfill any obligation when due.
2. In the absence of prior agreement as to shipping. Micro-Z Mini or Micro-Z II may select a carrier. Micro-Z Mini or Micro-Z II’s responsibility for any loss or damage ends, and title passes, when products are delivered to the carrier, to customer, or to customer’s agent (including, without limitation, any test house or value added service provider), which ever occurs first. Customer will pay for storage charges if Micro-Z Mini or Micro-Z II holds products at customer’s request pending instructions or rescheduled delivery.
3. Micro-Z Mini or Micro-Z II warrants those products assembled or customized by it against defects caused solely by faulty workmanship for 90 days after delivery (365 days for stimulators). Customer’s exclusive remedy, if any, under these warranties is limited, at Micro-Z Mini or Micro-Z II’s election, to any one of (a) refund of customer’s purchase price, (b) repair by Micro-Z Mini or Micro-Z II or the manufacturer of any products found to be defective, or (c) replacement of any such product. Customer acknowledges that except as specifically set forth or referenced in this paragraph, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING MATERIALS, BROCHURES, OR OTHER DESCRIPTIVE LITERATURE) BY PRIZM MEDICAL OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. PRIZM MEDICAL ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR MANUFACTURER’S PRODUCT SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED PRIZM MEDICAL OR ON BEHALF OF CUSTOMER. Use of the customer’s part number on this document or on any products is for convenience only and does not constitute any representation by Micro-Z Mini or Micro-Z II with respect to the performance, specifications, or fitness of any part for any purpose.
4. Micro-Z Mini or Micro-Z II retains a purchase money security interest in all products sold by Micro-Z Mini or Micro-Z II to customer, and in the proceeds of any resale of such products, until the purchase price and any other charges due to Micro-Z Mini or Micro-Z II have been paid in full. Customer agrees to execute any financing statements Micro-Z Mini or Micro-Z II may request in order to protect Micro-Z Mini or Micro-Z II’s security interest and hereby authorizes Micro-Z Mini or Micro-Z II to execute and irrevocably appoints Micro-Z Mini or Micro-Z II its attorney in fact for the execution of such financing statements. Upon any breach by customer of these terms and conditions, Micro-Z Mini or Micro-Z II will have all rights and remedies of a secured party under the Uniform Commercial Code, which rights and remedies will be cumulative and not exclusive. Customer is responsible for all costs and expenses incurred by Micro-Z Mini or Micro-Z II in collecting any sums owing by customer (which may include, but are not limited to, collection agency and reasonable attorneys’ fees). If Micro-Z Mini or Micro-Z II incurs costs collecting on any judgment arising out of customer’s breach, customer will be responsible for them, and this provision will survive the entry of any such judgment.
5. Products are deemed accepted by customer unless customer notifies Micro-Z Mini or Micro-Z II in writing within 10 days of delivery of product shortages, damage or defect. No returns may be made for any reason without a Return Authorization Form issued by Micro-Z Mini or Micro-Z II. If customer refuses to accept tender or delivery of any products or returns any products without authorization from Micro-Z Mini or Micro-Z II, such products will be held by Micro-Z Mini or Micro-Z II awaiting customer’s instruction for 20 days, after which Micro-Z Mini or Micro-Z II may deem the products abandoned and dispose of them as it sees fit, without crediting customer’s account.
6. Micro-Z Mini or Micro-Z II will not be liable for any failure or delay in its performance or in the delivery or shipment of products, or for any damages suffered by customer by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with, any fire, flood, accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies, delay in delivery by Micro-Z Mini or Micro-Z II’s suppliers or any other cause or causes beyond Micro-Z Mini or Micro-Z II’s reasonable control. Micro-Z Mini or Micro-Z II reserves the right to cancel without liability any order, the shipment of which is or may be delayed for more than 30 days by reason of any such cause. Micro-Z Mini or Micro-Z II reserves the right to allocate in its sole discretion among customers or potential customers, or defer or delay the shipment of, any product which is in short supply.
7. This agreement and all transactions hereunder are governed by the laws of the State of Georgia. The parties agree that the exclusive jurisdiction and venue of any action with respect to this contract shall be the state courts of Gwinnett County, Georgia (or, if there is federal jurisdiction, the United States District Court for the Northern District of Georgia).
8. All quotations and sales are made only upon these terms and conditions and those on the front of this document. This document, and not any purchase order or other customer document (which, if construed to be an offer is hereby rejected), will be deemed an offer or counter offer and is a rejection of any other terms or conditions. Customer, by accepting any products, making any payments or ordering any products having previously received these terms and conditions, will be deemed to have assented to these terms and conditions, notwithstanding any terms contained in any prior or later communication from customer and whether or not Micro-Z Mini or Micro-Z II will specifically or expressly object to any of customer’s terms. Micro-Z Mini or Micro-Z II’s failure to object to any document, communication or act of customer will not be deemed a waiver of any of these terms and conditions. Any addition or change to these terms and conditions must be specifically agreed to in writing by a duly authorized officer of Micro-Z Mini or Micro-Z II before becoming binding on Micro-Z Mini or Micro-Z II.
9. If customer’s order is placed under a contract with the United States Government, Micro-Z Mini or Micro-Z II agrees to comply with those contract provisions and regulations with which, pursuant to law, it must comply and of which customer has, at the time of order placement, placed Micro-Z Mini or Micro-Z II on notice. In no event will United States Government Cost Accounting Standards apply. All rights in technical data and software owned or licensed by Micro-Z Mini or Micro-Z II or the manufacturer are hereby reserved and deemed restricted or limited. No provision of customer’s contract with the government will be binding on Micro-Z Mini or Micro-Z II or the manufacturer except as expressly set forth in this paragraph.
10. Any or all products may be subject to export or resale restriction or regulation, and customer acknowledges that it will comply with such regulations or restrictions. Any or all products may have been imported. Country of origin information is as provided to Micro-Z Mini or Micro-Z II by its suppliers and is, where applicable, located on the products themselves or the supplier’s innermost packaging thereof.
11. Micro-Z Mini or Micro-Z II certifies that it complies with all applicable requirements of Sections 6, 7 and 15 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.
12. Except for: the warranty coverage referenced in paragraph 3, above, NEITHER PRIZM MEDICAL NOR ITS SUPPLIERS WILL HAVE ANY LIABILITY OR OBLIGATION TO CUSTOMER OR ANY OTHER PERSON FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE CAUSED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY THE INADEQUACY OF ANY PRODUCTS FOR ANY PURPOSE, BY ANY DEFICIENCY OR DEFECT IN ANY PRODUCT (WHETHER OR NOT COVERED BY ANY WARRANTY), BY THE USE OR PERFORMANCE OF ANY PRODUCTS OR BY ANY FAILURE OR DELAY IN PRIZM MEDICAL’S PERFORMANCE HEREUNDER, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR LOSS OF BUSINESS OR PROFIT, WHETHER OR NOT CUSTOMER WILL HAVE INFORMED PRIZM MEDICAL OF THE POSSIBILITY OR LIKELIHOOD OF ANY SUCH DAMAGES.
13. The performance of any value added service may void the manufacturer’s warranty and render products non returnable. Orders incorporating such services are, accordingly, non cancelable and the products are non returnable. Any third party value added service provider is deemed to be an agent of customer.
14. In order to defray the cost of customer account administration, any credit balance or other sum owed to customer which remains unclaimed by customer for a period of eighteen months will become the property of Micro-Z Mini or Micro-Z II.
15. No order may be cancelled, rescheduled or reconfigured without Micro-Z Mini or Micro-Z II’s prior written authorization and, in such event, customer will be liable to Micro-Z Mini or Micro-Z II for any additional costs and expenses incurred by Micro-Z Mini or Micro-Z II.
16. Prices are subject to change by Micro-Z Mini or Micro-Z II upon customer rescheduling or reconfiguration of orders. Prices are also subject to change upon 15 days notice in response to supplier price increases, whereupon, customer may cancel the undelivered portion of any affected order by delivering written notice to Micro-Z Mini or Micro-Z II prior to the shipment thereof and within 10 days of its receipt of notice of the price increase.
17. This purchase order, together with the credit application between the parties, constitutes the sole agreement between the parties with respect to the subject matter herein. In the event of any conflict between the documents, the most recently dated document shall control. This agreement may not be modified except by a subsequent writing signed by Micro-Z Mini or Micro-Z II.

PRIZM MEDICAL RETURNED GOODS POLICY
Authorization Required – Contact Sales Rep or Customer Service Department directly at (770) 622-0933 for Return Authorization Number.  Only unopened, undamaged items are returnable.  Non-Returnable Items include: Product in open boxes or from which individual units have been removed or when lot numbers have been mixed; Product that has been purchased more than six months prior to return; Product destroyed or damaged from insurable causes such as fire, water, tornado, etc. Transportation charges are to be prepaid by the customer except in the event of a shipping error by Micro-Z Mini or Micro-Z II.  Terms of Return Policy – Full credit is to be issued for returnable items if returned within 30 days of purchase provided a replacement order is placed.  A 15% restocking fee will be deducted from purchase price after 30 days.