1. LEGAL EFFECT: These terms, conditions, warranties, and disclaimers (“Terms and Conditions”), and the associated Order Acknowledgement are binding upon UroNostica Inc., hereinafter referred to as “SELLER,” and the customer, hereinafter referred to as “BUYER.” By placing an order for a product with the Seller, the Buyer agrees to these Terms and Conditions of sale and acknowledges that the person placing the order has the authority to enter into the Order Acknowledgement on Buyer’s behalf.

2. ACCEPTANCE: The sale of goods and services is expressly conditional on Buyer’s acceptance of UroNostica Inc.’s terms and conditions as stated herein. Buyer’s receipt of goods or services shipped under these Terms and Conditions constitutes acceptance of these Terms and Conditions. No additional, different, or conflicting provisions proposed by Buyer are acceptable to Seller.

3. CHANGES: These Terms and Conditions and the associated Order Acknowledgement constitute the entire agreement between Seller and Buyer and may not be amended or modified except by a further written agreement signed by an authorized representative of UroNostica Inc. Buyer’s changes affecting the schedule or requirements for services shall be submitted in writing and become binding only if approved in writing by Seller.

4. TERMINATION, SUSPENSION, AND CANCELED ORDERS: Buyer may terminate or suspend performance at their convenience subject to reasonable charges determined by Seller. Cancellation or alteration of orders requires Seller’s written consent, and Buyer must reimburse Seller for losses and expenses caused by such changes. Goods may not be returned without Seller’s written consent.

5. TAXES: Buyer assumes exclusive liability for any and all Taxes related to the goods and its purchases from Seller.

6. SHIPMENTS: All sales are Free On Board Seller’s Facility. Shipping contracts made by Seller shall be to Buyer’s account. Buyer bears all risk and expense for delivery of goods. Seller does not guarantee shipment or delivery by a certain date or time but will strive to deliver goods as communicated to Buyer.

7. LIMITED WARRANTY: Seller warrants, to its original Buyer, that goods manufactured by Seller are free from defects in material and workmanship for 60 days from the date of shipment. Buyer’s exclusive remedies for breach of warranty are specified. Seller disclaims all other warranties, express or implied.

8. INDEMNITY; LIABILITY LIMITATION: Buyer agrees to indemnify, defend, and hold harmless Seller from and against any and all liability, claims, losses, costs, or expenses. Seller’s aggregate liability is limited, and Seller shall not be liable for special, incidental, consequential, or punitive damages.

9. EXPORT RESTRICTIONS: Buyer shall not export or re-export goods in violation of any applicable laws or regulations.

10. CONTROLLING LAW: This Agreement shall be governed by the laws of the State of Massachusetts and of the United States of America. The parties submit to the jurisdiction of federal and state courts located in Middlesex County, Massachusetts.

11. ASSIGNMENT: Neither these Terms and Conditions nor any associated Order Acknowledgement may be assigned by the Buyer without the written consent of Seller. Seller has the right to assign, transfer, or sublicense all or any part of this Agreement or any associated Order Acknowledgement.

12. MISCELLANEOUS: Provisions are severable, and the invalidity of one provision does not affect the remaining provisions. These Terms and Conditions constitute the entire understanding of the parties. Any prior agreements are superseded. These Terms and Conditions shall be binding on the parties and their successors.

13. ELECTRONIC DATA INTERCHANGE: The parties may execute an Order Acknowledgement electronically, and such data transmission will be considered “in writing” and “signed.” The parties agree not to contest the validity or enforceability of an Order Acknowledgement due to its electronic origination, transmission, storage, or handling.

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