Terms & Conditions

Price

The prices shown on the Purchase Agreement are F.O.B. Block Scientific, Inc.’s location in Bellport, New York, or from Manufacturer’s location and they are valid for 30 days from the quote date unless otherwise stated. All transportation, license fees, custom duties and other such charges shall be paid by Buyer. There shall be added to the prices shown on the reverse side of this Purchase Agreement to the amount of any applicable sales, use or other taxes, however designated, levied or based on such prices or on this agreement or the sale or use of the Equipment. Including state and local privilege or excise taxes based upon gross revenue, and any taxes or amounts in lieu thereof. Any personal property taxes assessable on the Equipment after delivery to the carrier shall be borne by the Buyer. Prices and Terms are subject to change without notice. There will be a 1.5% finance charge per month on all unpaid invoices.

Warranty

Block Scientific, Inc. guarantees all refurbished instruments to be free from defects for 90 days from date of delivery to the customer. If a part is found to be defective, we will send you a replacement part at no cost. We will also repair at no charge any instrument that is returned to us during the warranty period. We shall exercise care with property belonging to customers while it is under our control. We shall identify, verify, protect and safeguard our customers’ property. When the property of a customer is lost, damaged or otherwise found to be unsuitable for use, we shall report this to the customer and retain documented information on what has occurred. We offer free technical support by telephone, fax, or e-mail at Service@blockscientific.com during normal business hours where an experienced engineer will answer all questions relating to service and installation. Block Scientific also offers extended warranties, service contracts, time and material service visits, and in-house service. All new equipment, consumables, parts, and reagents are warranted by the original manufacturer for up to one year, depending on the item. Buyer’s sole and exclusive remedy against Block Scientific, Inc. in the event of a breach of the warranties granted herein shall be for the repair or replacement of defective parts. The choice between repair or replacement of any such defective parts shall be made at the sole discretion and election of Block Scientific, Inc. Buyer agrees no other remedy, INCLUDING, BUT NOT LIMITED TO INCIDENTAL OR CONSEQUENTIAL LOSS SHALL BE AVAILABLE TO BUYER. Used equipment is not

warranty eligible; however used equipment sold and noted as clean and working on the purchase order, if installed by Seller, is eligible for limited parts replacement for a period of 90 days. Used equipment sold as operational when taken out of service carries no warranty and buyer assumes all risk associated with purchase.

Security Interest and Title

Seller retains, until Buyer performs all of its obligations hereunder, including without limitation, payment in full of the purchase price, a PURCHASE MONEY SECURITY INTEREST in the Equipment, including all accessories and replacements thereto and the proceeds thereof to secure performance of all such obligations

of Buyer. Buyer agrees, upon demand by seller to promptly execute any financing statement, application, or registration of other documents necessary and to take any other action deemed necessary or desirable by seller in order to perfect Seller’s security interest. Buyer hereby appoints Seller as its attorney-in-fact to prepare, sign and file or record for the Buyer, in Buyer’s name, any such documents. Buyer agrees to keep the equipment in good order and repair until full purchase price has been paid. Buyer shall not attempt to transfer an interest in the Equipment until said purchase price has been paid in full.

Default

Failure of Buyer to perform its obligations hereunder, including but not limited to payment in full of purchase price, insolvency, bankruptcy, assignment for the benefit of creditors or dissolution, liquidation, or closing of business by Buyer, shall constitute a default under this Agreement and shall afford the Seller all remedies of a

secured party under the Uniform Commercial Code of the State of New York.

Events Beyond Control

Fulfillment of this order is contingent upon the availability of materials. Seller shall not be liable for any delay in delivery or for nondelivery in whole or in part caused by the occurrence of any contingency beyond the control of either the Seller or suppliers to the Seller including but not limited to: war, sabotage, acts of civil

disobedience, failure or delay in transportation, act of any government or agency for subdivision thereof, judicial action, labor dispute, fire, accident, explosion, epidemic, quarantine, restrictions, storms, flood, earthquake, or acts of God, shortage of labor, fuel, raw materials, or machinery or technical failure where Seller has exercised ordinary care in the prevention thereof. If any contingency occurs, Seller may allocate production and deliveries among Seller’s customers. Buyer acknowledges that for any equipment that is to be installed at the specified location by the Buyer, the Buyer is responsible for moving equipment from the delivery point into the specified location for installation.

Risk of Loss

Risk of loss or damage to the Equipment shall pass to Buyer upon delivery of the Equipment to the Buyer (regardless of whether payment has been made). Seller will insure to full value the Equipment shipped or declare full value thereof to the transportation company at the time of the shipment. Confiscation or destruction of, or damage to the Equipment following shipment shall not in any way affect the liability of Buyer to pay the purchase price. Buyer shall inspect the Equipment upon receipt and notify Seller within 24 hours following delivery when there is evidence of shipping damage. Buyer’s failure to notify Seller of shipping damage within 24 hours of delivery shall constitute a waiver by Buyer of any such claim.

Assignment

This agreement may not be assigned, in whole or in part, without the written consent of the non-assigning party.

Idemnification

Any and all liabilities that may arise, directly or indirectly, from the Buyer's clinical or commercial use of the reagents bought pursuant to the terms of this Agreement are limited to the total dollar amount of the purchase price.  Under no circumstances shall the Seller be responsible for any liabilities to any third parties who are not a party to this Agreement.

Dispute Resolution

Should any dispute arise between the parties to this agreement arising out of, or relating to this Agreement, and such dispute cannot be resolved informally, the parties agree to submit such dispute to binding arbitration in the City and County of Bohemia, NY, governed by the Commercial Arbitration Rules of the American Arbitration Association, and the parties agree that this agreement to arbitrate, and well as any award by the arbitrator(s) pursuant thereto, shall be specifically enforceable in any court having jurisdiction over this Agreement. The prevailing party in such arbitration shall be entitled to recover its reasonable attorney fees and costs, including the cost of the arbitration.

Returned Goods

Buyers will be charged a 30% restocking fee for all new equipment and parts with prior approval and RGA number provided the original equipment manufacturer accepts returns. Returns are not allowed on reagents, consumables, and other perishables. Refurbished Equipment, Used Equipment (either clean and working or

operational equipment when taken out of service) and As-is Equipment sales are final and do not qualify for a return.

Governing Law

This purchase Agreement and its enforcement shall be governed by and construed in accordance with the laws of the State of New York.

Entire Agreement

This Agreement, (which consists of this PURCHASE AGREEMENT and any other necessary documents) constitutes the entire understanding between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter. Any modification to this agreement must be in writing and signed by all parties to this agreement. Buyer’s order will be governed by the terms and Conditions of this Agreement and any provision of Buyer’s own purchase order, which in any manner differs from or is in addition to the provision(s) of the Agreement shall be of no force or effect. By signing this agreement Buyer expressly agrees to be bound by the terms and conditions hereof, not withstanding any terms and conditions in any manner differs from or is in addition to the provision(s) of this Agreement shall be of no force or effect.

Validity

If any provision(s) of this agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.