DEXTRONIX, INC. TERMS AND CONDITIONS OF SALE

General Terms and Conditions of Sale Including Warranty

THIS AGREEMENT GOVERNS YOUR PURCHASE OF PRODUCTS FROM DEXTRONIX, INC. (hereafter: Dextronix). PLEASE READ IT CAREFULLY. ADDITIONAL TERMS MAY APPLY FOR RENTING/LEASING PRODUCTS FROM DEXTRONIX. BY SUBMITTING YOUR ORDER, YOU ARE AGREEING TO THESE TERMS.

1. PLACING ORDERS: All orders or inquiries should be addressed to “Dextronix – Attention: Customer Service” through any of the following methods:
a. Email: info@dextronix.com
b. Phone: (866) 744-3427
c. Website: www.dextronix.com
c. Please order using Dextronix product identification number (SKU) and description. d. Product packaged in multi-unit packages must be ordered as such.

2. PRICES:
a. All prices are in U.S. Dollars.
b. All prices are subject to change without notice. c. Quotations are not valid after 30 days.

3. TERMS:
a. Dextronix reserves the right to make changes to these terms and conditions without notice.
b. All customer orders are subject to Dextronix acceptance.
c. Orders are accepted under Dextronix’s terms and conditions unless otherwise agreed to in writing.
e. All international orders must be prepaid.
f. Invoices not paid when due shall bear interest at the rate of two percent (2.0%) per month, or the maximum rate allowed by law, whichever is less. In the event collection proceedings are necessary, the customer agrees to pay reasonable attorney fees and costs incurred by Dextronix in collecting past due accounts.
g. Dextronix accepts the following credit cards for payment: Visa, MasterCard, American Express, Discover, and Horizon. We also accept Checks and Wire transfers (fee for incoming wire transfer may apply).
h. All sales are final.

4. LIMITATION OF SALES: U.S. Federal Law restricts implantable devices to sale by or on the order of a veterinarian. Dextronix reserves the right to limit sales of its products to the end user. End user means the veterinary hospital, clinic, veterinarian, or its employer using the Dextronix products. By accepting the Dextronix General Terms and Conditions of Sale at time of ordering, the customer confirms to be the end user. Our products are not for resale.

5. PRODUCT CHANGES: Dextronix reserves the right to change or alter the specifications of any of its products without notice.

6. PRODUCT SAMPLES AND NON-FUNCTIONAL DEMONSTRATORS: Sterile and non-sterile demonstration samples of products may be available on request. No warranty is given on any demonstration samples or products given away free of charge.

7. LEAD TIMES: All website or catalog listed items will follow standard Dextronix lead times. Lead times are approximate and are based upon prompt receipt of all necessary information and Dextronix’s ability to obtain the necessary raw materials. Orders required sooner than standard lead times are subject to expedite fees. Expedite fees may vary by product category.

8. SHIPPING AND HANDLING/RISK OF LOSS: Product prices do not include shipping and handling. Dextronix will use its discretion in selecting a reputable carrier and appropriate means of shipment. All orders are subject to shipping and handling charges. These charges will vary depending on the size of the shipment. Risk of loss or damage to products in transit will be upon Buyer. In the event of product damage or loss during transit, it is the Buyer’s responsibility to file a claim with the carrier. Dextronix may include transportation insurance at our own discretion.

9. DELIVERY: Shipping dates are approximate and are based upon prompt receipt of all necessary information and Dextronix’s ability to obtain the necessary raw material. The goods will be prepared for shipment in a manner prescribed by Dextronix. We will not be liable for delays in performance or non-performance which are due to causes beyond our control, including but not limited to: (a) acts of God, Buyer’s acts, fires, floods, priorities, epidemics, war, government action or sabotage; (b) inability to obtain necessary labor, materials, components, or manufacturing facilities; (c) changes in specifications, directions or design requested by Buyer or agreed to by Buyer; or (d) Buyer’s delay in approving documents. In the event of any such delay, the date of delivery will be extended by the same amount of time lost by the delay.

10. ORDER DISCREPANCIES: Dextronix must be notified of any claims for shortages or incorrect products within 5 days of receipt of the products or they shall be deemed accepted by you. For product damaged in transit please refer to clause 8 — Shipping and Handling/Risk of Loss.

11. NO MODIFICATION TO PRODUCTS: Any modification, change or alterations of the product will void the warranties given by Dextronix.

12. CANCELLATION OR DEFERRED DELIVERY: Many Dextronix products are made dock-to-stock. Therefore Buyer may cancel an order only upon Dextronix’s written approval and upon payment of reasonable charges specified by Dextronix, which will normally include charges for the following: (a) work completed, at full unit price; (b) work in progress, at cost of completed operations plus overhead and percentage of profit attributable thereto; (c) raw materials and purchased parts at a cost to Dextronix plus our handling charge; (d) unamortized tooling on the basis of balance due to Dextronix; and (e) any other expenses or charges including engineering and overhead charges incurred by Dextronix in connection with the performance of the contract up to date of cancellation. Buyer’s request for deferral of delivery may, at our option, be treated the same as cancellation of the order, and in such event, the foregoing cancellation charges will apply.

13. RETURN GOODS POLICY: ALL SALES ARE FINAL. All goods returned must first be authorized by Dextronix. RGA number must be requested within 30 days of shipment. All returned goods must be in original packaging and intact conditions. All returned goods are subject to a restocking fee. No exceptions. Items returned to Dextronix will only be exchanged for product. All freight charges must be prepaid by the Customer.

14. ADDITIONAL COSTS FOR SPECIAL PRODUCTS: Buyer will reimburse Dextronix, at our standard rates, for any additional costs attributable to changes in the specifications, directions or configuration of the products furnished hereunder which were requested or approved by Buyer.

15. FORCE MAJEURE: Dextronix should not be required to perform its obligations under this agreement, nor will Dextronix be liable for delays in performance or non-performance which are due to causes beyond our control, including but not limited to: acts of God, Buyer’s acts, fires, floods, priorities, epidemics, war, government action, or sabotage.

16. GENERAL AGREEMENT: The above terms and conditions will apply to all transactions between Dextronix and the Buyer. Buyer acknowledges that by placing any order with Dextronix that the transaction will be subject to and governed by these conditions and by the laws of the State of California, USA. Variations from these conditions are only valid if expressly agreed to in writing by Dextronix. Buyer agrees that any terms and conditions set out in Buyer’s order form or otherwise shall be inapplicable to any order placed with Dextronix to the extent they conflict with the above terms.

17. LIMITED WARRANTY AND DISCLAIMER FOR DEXTRONIX INTERVENTIONAL AND IMPLANTABLE DEVICES ONLY:
Subject to the conditions and limitations set forth below, Dextronix warrants that its permanent and temporally implantable products will be free from defects in material or workmanship while in place in the pet/companion animal in whom it is originally implanted. Dextronix will furnish, without charge, a replacement for any product that it determines to have failed to function within normal tolerances because of a defect in materials or workmanship. The responsibility of Dextronix under this Limited Warranty is specifically conditioned upon each of the following conditions being met:

1. The product must have been implanted prior to the “USE BEFORE” date marked on the package.
2. The product was new and unused and has not been implanted before and has not been re-sterilized.
3. The product was purchased from Dextronix or through a Dextronix authorized distributor.
4. The product has not been damaged or altered by improper handling, use or placement.
5. The explanted product must be returned to Dextronix within thirty (30) days after removal from the patient and
must be accompanied by data documenting the failure of the product. In the event that the removal of the implant
is impractical, Dextronix will accept alternative objective evidence of failure such as x-ray imagery.
6. The replacement product must be a product supplied by Dextronix.
7. All claims must be submitted in writing with required data to “Dextronix – Attention: Customer Service”.

THIS LIMITED WARRANTY IS IN LIEU OF ANY OTHER WARRANTY EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR USE, WHICH ARE SPECIFICALLY DISCLAIMED, EXCEPT AS EXPRESSLY PROVIDED IN THIS LIMITED WARRANTY. DEXTRONIX, INC. SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DIRECT CONSEQUENTIAL OR INCIDENTAL DAMAGES CAUSED BY DEVICE MALFUNCTION, FAILURE, OR DEFECT, WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT, OR OTHERWISE.

18. LIMITED WARRANTY AND DISCLAIMER FOR DEXTRONIX HEART MONITOR DEVICES ONLY:
Dextronix hereby warrants that if any Dextronix Heart Monitoring product fails to perform within normal tolerances due to a defect in materials or workmanship, Dextronix will provide, at no charge, a replacement of Dextronix product within 2 years from date of purchase. Excluded from this warranty is any type of cables that can wear out from wear and tear or otherwise. This limited warranty also does not include loss, gross negligence, user error, and/or damage inflicted by animals. This limited warranty applies only if each of the following conditions are met:

1. The product was designed or manufactured or distributed by Dextronix or authorized reseller.
2. The product has not been mishandled, reprocessed, or altered in any way.
3. The failed product must be returned to Dextronix and becomes the property of Dextronix.

No representation or warranty is made that a Dextronix product will not fail. Dextronix disclaims responsibility for any veterinary medical complication, including death of the pet animal, resulting from the use of its products. Except as expressly provided by this limited warranty, Dextronix is not responsible for any direct, incidental, or consequential damages based on any defect, failure, or malfunction of its products whether the claim is based on warranty, contract, tort, or otherwise. Some states do not allow the exclusion or limitation or consequential damages and so the above limitation or exclusion may not apply to you. Except as expressly provided by the limited warranty, Dextronix, Inc. makes no warranty, express or implied, including but not limited to, any implied warranty or fitness for a particular purpose.

19. WARRANTY DISCLAIMER FOR ALL OTHER DEXTRONIX PRODUCTS EXCEPT RENTAL/LEASE/DEMO PRODUCTS (PLEASE SEE SEPARATE TERMS FOR RENTAL/ LEASE / DEMO PRODUCTS): FOR ALL OTHER PRODUCTS, EXPRESSED OR IMPLIED, WARRANTIES ARE HEREBY DISCLAIMED INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. No person has the authority to bind Dextronix to any representation or warranty in connection with the use of its products. Dextronix will not be responsible for veterinary medical expenses, any direct, consequential or incidental damages arising out of the purchase, use, removal or replacement of a Dextronix product.

20. PRODUCT ANALYSIS, REMEDIAL ACTION: Dextronix is not obliged but may decide on its own discretion to analyze any product returned from the field or found otherwise which is potentially non-conforming with the original product specification or is malfunctioning or defective. It also will be Dextronix’s exclusive right to issue and communicate remedial actions on the product whenever required by applicable law.

21. STORAGE AND HANDLING: Our implantable products are supplied sterile and non-pyrogenic. They must be stored in a room with controlled climate or in a cool, dark and dry place. Do not use product when its sterile packaging is damaged. Do not expose to organic solvents or fumes.

22. GENERAL WARNING: All Dextronix products are –for veterinary use only- in companion animals (pets). They are not intended for human use and Dextronix refuses any responsibility for misuse or misbranding of its implantable and non-implantable products. All Dextronix implantable products are for single use only and Dextronix refuses any responsibility for the consequences of re-use and/or re-sterilization of its implantable products. In addition, Dextronix’s implantable products are implanted in an extremely hostile environment of the pet/ companion animal body. The implanted products may fail to function for a variety of causes not limited to medical complications, body rejection phenomenon, allergic reaction, fibrotic tissue, mechanical fatigue, and wear out due to mechanical induced stress during usage. Implantable pacing leads and stents may fail by breakage, breach of manufacture, and testing prior to sale. Implantable products may be damaged before, during, or after insertion by improper handling, placement, other intervening acts and/or wear and tear during use. Consequently, no representation is made that insertion by improper handling or cessation of function of the product will not occur or that the body will not react adversely to the implantation of implantable products or that medical complications (including perforation of the heart or fracture of leads or stents will not follow the implantation) or that the product will, in all cases, restore adequate bodily functions.

23. INTELLECTUAL PROPERTIES: To its knowledge Dextronix does not infringe any patent or copyright or misappropriate any trade secret or other proprietary right of any other person, firm, corporation or other entity with regard to its products for veterinary application.

24. GOVERNING LAW: This contract will be governed by the laws of California, USA.
Any order placed or contract made with Dextronix shall be governed by the laws of the state of California, USA. All trademarks are property of Dextronix.