Sales and Refunds

Last revised: April 30, 2020

1. Agreement

Acceptance of this order by both Polymer Technology Systems, Inc., doing business as PTS Diagnostics and Purchaser constitutes acceptance and agreement by both parties to the Terms and Conditions stated on the attached order confirmation or quotation and the terms stated below.

2. Pricing

Unless specified otherwise in specific written agreement, prices for all PTS Diagnostics products shall be invoiced in accordance with the then current PTS Diagnostics price list. The PTS Diagnostics price list may change without prior notice to any party.

3. Payment Obligation

All amounts due PTS Diagnostics are payable upon the Terms and Conditions stated herein, unless expressly superceded by written agreement between PTS Diagnostics and Purchaser, or PTS Diagnostics’s invoice to Purchaser for a specific transaction. All purchasers who request payment terms must complete a PTS Diagnostics Credit Application and agree to its Terms and Conditions.

4. Payment / Late Payment Terms

All shipments of PTS Diagnostics products to Purchaser will trigger a PTS Diagnostics invoice to Purchaser for the amount of the shipment in accordance with agreed pricing, terms and conditions. All amounts due PTS Diagnostics are payable upon the terms stated on the invoice. Unless otherwise stated on the invoice, the entire amount on the invoice is due within thirty (30) days of the date of invoice. Overdue payments are subject to a 11⁄2% penalty on the overdue balance. Invoices for unpaid balances, overdue payments, late payment penalties and/or other charges may be issued from PTS Diagnostics to Purchaser approximately monthly.

5. Currency

All PTS Diagnostics invoices, and resultant payments to PTS Diagnostics, shall be in U.S. dollars.

6. Taxes

The prices payable under item 2 above do not include sales or other taxes. Purchaser will pay or reimburse PTS Diagnostics for all taxes or other amounts payable to governmental authorities or will provide PTS Diagnostics with an exemption certificate satisfactory to PTS Diagnostics.

7. Undisputed Invoices

Unless previously negotiated, invoices issued by PTS Diagnostics for whole or partial shipments of PTS Diagnostics products shall be paid by the Purchaser regardless of disputes relating to other invoices, and Purchaser waives the right to assert offsets or counterclaims with respect to such invoices. Purchaser shall promptly notify PTS Diagnostics Customer Service of any disputed invoice and confirm such notice in writing.

8. Collection

Purchaser agrees, by acceptance of product in any given order, to pay any and all costs of collection incurred by PTS Diagnostics, including attorneys’ fees, whether or not a suit is commenced.

9. Purchase and Sale

Purchaser acknowledges that receipt of any portion of this order constitutes acceptance of the order in its entirety.

10. Shipment and Responsibility

Unless otherwise stated all sales are FOB PTS Diagnostics factory in Indianapolis, IN, USA. Purchaser will accept title to PTS Diagnostics goods shipped in accordance with an order when the goods are delivered from PTS Diagnostics to the carrier. Subject to item 5 above, PTS Diagnostics is not responsible for any loss, damage or delay attributable to issues or handling after title has transferred to Purchaser. Unless otherwise stated, shipping costs for all orders will be prepaid by PTS Diagnostics and invoiced to Purchaser. Choice of freight carrier is at the sole discretion of PTS Diagnostics.

11. Shipment Date

PTS Diagnostics will make every effort to ship all products ordered by Purchaser on the date requested and/or the date promised by PTS Diagnostics. Failure to meet such date by PTS Diagnostics will not constitute breach of this order.

12. Exports

Purchaser will not ship or otherwise transfer any PTS Diagnostics product to a location outside the U.S. without prior written consent of PTS Diagnostics.

13. Quality and Limited Warranty

PTS Diagnostics warrants that
all products shipped in accordance with this order meet all product performance claims made by PTS Diagnostics with regard to the specific product. In the event a PTS Diagnostics product in this transaction does not meet published performance claims, PTS Diagnostics’s obligation
is limited to the cost and/or replacement of the products involved. PTS Diagnostics warrants, to the original purchaser only, that the instrument shall be free of any defects in materials or workmanship for a period of one year from the date of original purchase.

14. Product Returns or Credits

PTS Diagnostics’s Returned Goods/ Product Credit Policy governs any and all product returns and/or credits in effect at the time of receipt of Purchaser’s order. In general, and not to supercede the Policy (a separate document), those terms are:

a. Any product return or credit request must be approved in writing by

a representative of PTS Diagnostics’ Customer Service Department at (877) 870-5610. Such approval will be supported by the issuance of a Return Goods Authorization number and will only be granted after PTS Diagnostics verifies 1) bona fide quality issues or non- performance claims; and/or 2) that the product was shipped in error. Product return requests not related to product performance or shipping errors will not be accepted.

b. Products returned without specific written authorization and a Returned Goods Authorization Number from PTS Diagnostics Customer Service will not be accepted for return or credit. Products returned in damaged condition not relating to the condition at the point of original PTS Diagnostics shipment will not be credited.

c. At PTS Diagnostics’s election, product returns will be compensated by either 1) credit in the amount of the original PTS Diagnostics line- item invoice or 2) replacement of like product.

d. Except as stated above 1) instruments will only be considered for exchange or credit if returned within the warranty period, and 2) disposables and consumables will not be considered for exchange or credit.

e. Product returns for credit may be subject to a restocking fee and/or return freight charges.

15. Limitation of Liability

Except as expressly provided in item 13 above, PTS Diagnostics will not be liable to Purchaser or its employees, agents, customers, affiliates, successors or assignees, for any loss, claim, damage or liability of any kind or nature which may arise from or in connection with the use, handling, storage or disposal of PTS Diagnostics products; or any claim for loss of profits, loss of interruption of business, or for indirect, special, or consequential damages of any kind.