Terms & Conditions

These terms and conditions constitute an integral part of the Agreement between the parties to sell and purchase Equipment and shall govern the rights and responsibilities of the parties. To the extent that any rights or responsibilities are addressed in the signed portion of an Agreement, those terms will supersede these terms and conditions.

• Purchase orders shall be made out to Leminal Diagnostics, LLC, 475 Bond Street, Lincolnshire, IL 60069, and shall be subject to written acceptance only by Leminal Diagnostics, LLC.
• All prices quoted are exclusive of sales tax, use tax, license fees, and other charges related thereto. Purchaser is responsible for all such costs.
• Unless otherwise indicated in the Quotation, shipping terms are FOB Destination.
• Leminal Diagnostics, LLC's typographical and clerical errors in quotations, price lists, or purchase order acceptance documents are subject to correction.

The Agreement constitutes the entire agreement between the parties and supersedes any and all prior statements, descriptions of Equipment, course of dealing, or usage of trade. Any acceptance of a Sales Agreement is expressly limited to the terms of that Agreement. After a contract is formed, it may only be modified by written Change Order signed by authorized representatives of both parties.

The Purchase Price shall be paid in United States Dollars (USD). Quoted prices do not include taxes, regulatory fees, permits, duties, tariffs, customs entry service fees, terminal service charges, or other fees arising from the transaction — all of which are the sole responsibility of Purchaser unless expressly stated otherwise. Seller may invoice such amounts separately.

Payment terms, including schedule and method, are as specified in the applicable Sales Agreement. Unless otherwise agreed in writing by Seller, all payments shall be made by wire transfer, with all bank fees paid by the sender. No Equipment will be released, shipped, delivered, or scheduled for installation until the corresponding required payments have been received in full and are accessible to Seller without condition.

Late Payment. Amounts not paid when due shall accrue interest at 1% per calendar month (or the maximum lawful rate, if less), beginning on the date payment was due and continuing until paid in full. If any payment is in arrears by fifteen (15) days or more, Seller may, in its sole discretion, withhold any and all further shipments, delivery activities, warranties, installation, or service obligations until Purchaser's account is fully current.

Adequate Assurances. If at any time Seller deems itself insecure under the Agreement, Seller may require Purchaser to furnish adequate assurances of performance in a form acceptable to Seller. Seller may suspend its performance until such assurances are provided. Failure to furnish adequate assurances within ten (10) days of Seller's request shall constitute repudiation of the Agreement by Purchaser.

Purchaser may, at its sole cost, conduct a complete inspection of the Equipment to confirm that the system configuration, components, software, and function conform to the Agreement. Inspection shall be completed at a time and place arranged through Seller, within the time period specified in the Agreement (and unless otherwise specified, within ten (10) business days of execution of the Sales Agreement).

Failure to conduct a timely inspection shall be deemed a waiver of Purchaser's right of inspection and an acknowledgment that the Equipment conforms to the Agreement. If upon timely inspection Purchaser determines that the Equipment materially fails to conform, Purchaser must notify Seller in writing within two (2) days, specifying the material non-conformity. Seller shall then have the option, at its sole discretion, to: (i) take commercially reasonable steps to bring the Equipment into conformity; (ii) offer an adjusted Purchase Price; or (iii) terminate the Agreement and refund all amounts previously paid by Purchaser.

Purchaser and Seller may agree on a "Delivery Target" date. Delivery Target and availability are dependent on numerous factors, some of which are outside of Seller's control. Seller will use commercially reasonable efforts to meet quoted delivery dates but will not be responsible for any delays due to fires, floods, earthquakes or other acts of God, accidents, riots, wars, acts of terrorism, operation of law, government regulations, strikes, labor difficulties, shortages of fuel or materials, unavailability of transportation, or other circumstances not within Seller's reasonable control.

Once Purchaser takes delivery of the Equipment, Purchaser agrees to indemnify and hold Seller harmless for any change in the Equipment's condition. Unless agreed otherwise in writing, Seller has no responsibility for the performance or cost of installation.

Where Seller has agreed to perform installation services, Purchaser agrees that the installation site will be ready for Equipment installation no later than the "Site Readiness" date defined in the Agreement. Purchaser is solely responsible for making the installation location suitable, including room access, size, configuration, support, power, HVAC, shielding, environmental conditions, and manufacturer requirements.

Purchaser agrees to reimburse Seller for all costs associated with a site's unpreparedness, including engineer standby time, travel and redeployment costs, additional transportation and storage charges, and any additional charges for return trips. Purchaser agrees to provide a qualified representative to certify the condition of installation. Failure to provide such a representative or to provide written notice of a problem within 48 hours constitutes a waiver of any claims arising from the Equipment's installation.

Any warranty terms shall go into effect on the date installation is completed. If installation is delayed for any reason other than Seller's delay and the Equipment is located at Purchaser's site, any warranty or service coverage shall go into effect on the day of delivery.

Where Equipment is sold with a shipping term of Ex-Works (ExW), Incoterms 2010 apply as modified by this section. Risk of Loss passes to Purchaser upon receiving notice that the Equipment is available for de-installation or removal from its current location. Purchaser is responsible for all de-installation, removal, transportation, crating, shipping, and re-installation.

Purchaser shall maintain liability insurance (with coverage no less than $1 million Each Occurrence and $2 million General Aggregate) covering all of Purchaser's activities in ExW sales, naming Seller as an additional insured. Prior to de-installation, Purchaser shall provide Seller with a certificate of insurance. Purchaser will indemnify, defend, and hold Seller harmless from all liabilities, judgments, losses, damages, and expenses arising out of any loss, damage, or injury occurring during a de-installation performed by Purchaser or its agent.

Purchaser taking delivery of the Equipment at the established time is a fundamental obligation under the Agreement. If Purchaser fails or refuses to make the installation site ready by the Site Readiness date, fails to take possession of the Equipment by an agreed-upon date, or fails to take possession for more than seven (7) days after the Equipment is made available, such failure constitutes a fundamental breach. In such event, Seller may, at its option: (i) charge Purchaser reasonable storage costs at rates specified in the applicable Sales Agreement; (ii) demand immediate full payment; and/or (iii) de-install and remove the Equipment at Purchaser's cost.

Title to the Equipment will pass to Purchaser upon the later of: (i) Seller acquiring adequate title to transfer to Purchaser, and (ii) Seller receiving payment in full. Purchaser hereby grants Seller a purchase money security interest in the Equipment and all present and hereafter acquired equipment and accounts of Purchaser, which shall remain in place until the total purchase price and any applicable fees have been received and all obligations have been performed.

Events of default include: failure to pay any scheduled payment; movement of Equipment from the designated location; any disposition of the Equipment; any significant change in the Equipment's condition; or insolvency, bankruptcy, or similar proceedings involving Purchaser. Upon default, Seller shall have all rights of a secured party under the Uniform Commercial Code.

Seller claims no right, title, or interest in any software or other licensed products that may be attached to or necessary for the operation of the Equipment. Purchaser is solely responsible for obtaining the proper legal authority to use such products from their respective owners, and shall indemnify and hold Seller harmless from all claims arising from Purchaser's use thereof.

Unless otherwise stated in the Agreement, Equipment is sold "AS IS, WHERE IS" with no warranties and with all faults, obvious and latent. Seller did not inspect, recondition, alter, modify, or manufacture the Equipment unless otherwise stated in the Agreement. There are no express or implied warranties, including but not limited to any warranty regarding the accuracy of equipment specifications or operability, nor any implied warranties of merchantability or fitness for a particular purpose.

"First-Scan Warranty" means that the Equipment shall operate at or above manufacturer's specifications for image quality and performance at the time of delivery, subject to Purchaser's obligations in the Agreement; however, this is not a warranty of future performance. Any other express warranty or service coverage is limited and controlled by Leminal Diagnostics' then current Service Terms and Conditions.

Seller shall make best efforts to secure Equipment for any Sales Agreement. However, Seller's obligations are subject to Equipment availability, which shall be determined at Seller's sole discretion.

Some or all Equipment described in an Agreement may be previously used Equipment that Seller has arranged to acquire from a third party (the "Source"). Purchaser agrees that the identity of Seller's Source is confidential and proprietary information of Seller. Purchaser irrevocably agrees not to circumvent, avoid, or bypass Seller, either directly or indirectly, with respect to any Source identified or reasonably identifiable through Seller's involvement in a transaction. This obligation survives termination of any Agreement and shall remain in effect for a period of two (2) years from the date of the applicable Agreement.

Purchaser represents and warrants that the Equipment shall not be:

• Used for anything other than its intended medical use.
• Used or operated by untrained individuals.
• Used in the manufacture, development, or dissemination of any weapon.
• Transported in violation of United States or other applicable import/export laws.

Purchaser acknowledges responsibility for: selection of the Equipment; providing Seller with access to make delivery; all facility construction matters; rigging costs for extraordinary installation; providing Equipment location and tracking information upon request; and safeguarding and removing any patient health information (as defined by HIPAA) on the Equipment.

Seller is not obligated to accept third-party payment. Purchaser's ability to acquire financing shall not impact the enforceability of any Agreement. All of Purchaser's obligations shall remain unchanged until the Purchase Price has been paid in full. Purchaser agrees to instruct any third-party financer to make all payments as required under the Agreement and to provide all required lease documents and progress payment authorizations needed to fund Seller according to the payment schedule.

If Purchaser fails to perform any obligation under the Agreement, Purchaser is in "Default." In addition to any other remedies available, Seller may: (i) invoice Purchaser for all costs incurred related to the Default; (ii) suspend performance; (iii) terminate the Agreement, retaining up to 25% of the Total Purchase Price as liquidated damages; (iv) accelerate and invoice for any remaining payments; and/or (v) alter any shipping, installation, service, and/or warranty terms of the Agreement.

If any provision of an Agreement is determined to be invalid, in whole or in part, it shall not affect the enforceability of any other provisions, which shall remain in full force and effect.

No Agreement shall be assigned by Purchaser without Seller's prior written consent, which consent will not be unreasonably delayed or withheld.

The failure of Seller to enforce any provision of an Agreement shall not be construed as a waiver of such provision, nor affect Seller's ability to enforce each and every such provision thereafter.

In no event shall Seller be liable for any special, consequential, incidental, or punitive damages, including but not limited to loss of profit or revenue, loss of use of the products, damage to associated equipment, cost of capital, cost of substitute products, facilities, services or replacement power, or downtime costs, even if Seller is advised of the possibility of such damages.

In no event shall Seller's liability to Purchaser for any loss or damage arising out of or resulting from an Agreement, its performance or breach, or the Equipment or services furnished, exceed the Purchase Price of the specific Equipment giving rise to the claim.

Any claim, lawsuit, or arbitral proceeding relating to an Agreement must be commenced no more than twelve (12) months after the earlier of: (i) delivery of the Equipment substantially conforming to the Agreement; or (ii) the accrual of the cause of action. Each party waives any statute of limitations to the contrary.

All Agreements shall be construed and governed according to the laws of the State of Illinois and the United States of America. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are excluded.

In the event of any dispute, the parties shall initially use their best efforts to amicably settle the matter through good-faith negotiation. Upon notice by either party, all disputes will be finally resolved by binding arbitration conducted in the English language using a single arbitrator, under the Commercial Arbitration Rules of the American Arbitration Association (AAA) for domestic disputes, or the International Arbitration Rules of the AAA for disputes involving parties not domiciled in the United States. Arbitration will be conducted at Seller's principal offices in the State of Illinois. The arbitrator's award shall include costs, reasonable attorney's fees, and interest to the substantially prevailing party; no party shall be awarded penal, punitive, or exemplary damages. The award of the arbitrator will be enforceable in any court of competent jurisdiction.