PREZIO HEALTH, INC.
TERMS AND CONDITIONS OF SALE

THESE TERMS AND CONDITIONS APPLY TO ALL SERVICES (“SERVICES”) PERFORMED BY PREZIO HEALTH, INC. (“PREZIO HEALTH”) AND ARE INCORPORATED INTO EACH AND EVERY QUOTATION, SALES ORDER OR OTHER DOCUMENT ISSUED BY PREZIO HEALTH. BY PURCHASING SERVICES FROM PREZIO HEALTH, CUSTOMER INDICATES THAT IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS WITHOUT MODIFICATION.

1.  Offer; Acceptance; Exclusive Terms of Contract. PREZIO HEALTH’s quotation, sales order, or other offer document, together with these Terms and Conditions (“Quotation”) constitutes PREZIO HEALTH’s offer to the customer identified in the Quotation (“CUSTOMER”) to sell the Services identified in the Quotation and otherwise to enter into the agreement the Quotation describes and the Quotation shall be the complete and exclusive statement of such offer and agreement (“Contract”). The Contract is formed when CUSTOMER accepts the Quotation by written acknowledgement or by the issuance to PREZIO HEALTH of a purchase order or other document for the purchase of the Services (“Purchase Order”). Acceptance is expressly limited to these Terms and Conditions and the terms and conditions expressly referenced on the face of the Quotation. Notwithstanding any contrary provision in CUSTOMER’s Purchase Order, neither PREZIO HEALTH’s failure to object to CUSTOMER’s terms and conditions, nor PREZIO HEALTH’s access to CUSTOMER’s electronic systems, commencement of performance or any other conduct in furtherance of PREZIO HEALTH’s provision of the Services to CUSTOMER shall constitute acceptance of CUSTOMER’s terms and conditions. Where a Quotation and/or Purchase Order is not issued as described above, PREZIO HEALTH’s order acknowledgement or other confirmation document, together with these Terms and Conditions, shall be the complete and exclusive statement of the Contract described herein.

2.  Adjustments. PREZIO HEALTH reserves the right to equitably adjust the price and delivery terms of the Contract in the event of, and as a condition to, any changes in the specifications, timing, quantity or other requirements for Services or the scope of any work covered by the Contract.

3.  Payment Terms. Unless otherwise expressly stated in the Quotation, all accounts are due and payable in U.S. currency within thirty (30) days from the date of PREZIO HEALTH’s invoice. If any payment owed to PREZIO HEALTH is not paid when due, it shall bear interest at the lesser of 18% per annum (1.5% per month) or the maximum rate permitted by law, from the date on which it is due until it is paid. Credit shall be subject to PREZIO HEALTH’s approval. In the event CUSTOMER defaults under its payment terms or PREZIO HEALTH otherwise deems itself insecure for any reason, PREZIO HEALTH may, without notice, suspend performance of Services, cancel all credit available to CUSTOMER, require that any invoices outstanding be immediately due and payable in full, and refuse to make any further credit advances. CUSTOMER is prohibited from and shall not setoff against or recoup from or otherwise debit, chargeback or net from any amounts due or to become due from CUSTOMER or its affiliates any amounts due or to become due from PREZIO HEALTH or its affiliates, whether arising under the Contract or under any other agreement. CUSTOMER shall be responsible for all costs and attorney’s fees incurred by PREZIO HEALTH in collecting or enforcing payment under the Contract.

4.  Prices. Unless otherwise expressly stated in the Quotation, prices for Services do not include service charges or entry fees from outside facilities or any applicable federal, state, local or foreign duties or taxes. PREZIO HEALTH reserves the right to increase prices in the event of increases in its labor or other costs or expenses arising after the date of the Quotation. CUSTOMER shall pay the incremental charge for any overnight or expedited delivery.

5.  Limited Warranty. PREZIO HEALTH warrants that the Services will be free from defects in materials and workmanship for a period of (a) one (1) year from the date of service in the case of rigid endoscope repairs, (b) thirty (30) days from the date of service in the case of batteries and shavers, and (c) ninety (90) days from the date of service in the case of all other equipment. In the event that CUSTOMER wishes to make a warranty claim, it shall provide a prompt and reasonably detailed written notice of its claim to PREZIO HEALTH during the applicable warranty period, and PREZIO HEALTH shall, subject to verification of eligibility for warranty coverage, re-perform such Services and correct such defects at no additional cost. Such re-performance and correction shall be PREZIO HEALTH’s sole obligation and CUSTOMER’s sole remedy under the foregoing warranty. The foregoing warranty is void and shall not apply with respect to, and PREZIO HEALTH disclaims any and all liability for, any alleged defect caused by products that are further processed by CUSTOMER or any third party or in any way changed by CUSTOMER or any third party after performance of the Services by PREZIO HEALTH or that are damaged or cause damage as a result of misuse, accident, neglect, or improper installation, application, handling, cleaning, storage, alterations or repairs on the part of CUSTOMER or any third party.

THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND PREZIO HEALTH MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING WARRANTY IS LIMITED TO PREZIO HEALTH’S SERVICES. PREZIO HEALTH IS NOT A MANUFACTURER OF ANY PRODUCT AND MAKES NO WARRANTY WITH RESPECT TO ANY PRODUCTS.

6.  Termination. Neither CUSTOMER nor PREZIO HEALTH shall have any right to terminate the Contract, or any part thereof, except where the other party materially defaults in any of its obligations under the Contract and the default is not cured within thirty (30) days after written notice to the defaulting party by the non-defaulting party. Upon any such termination by either party, (a) PREZIO HEALTH shall be relieved of any further obligation to CUSTOMER, (b) CUSTOMER shall be liable to PREZIO HEALTH for the immediate payment of amounts then billed to date by PREZIO HEALTH to CUSTOMER, (c) CUSTOMER shall purchase and pay PREZIO HEALTH immediately for all unbilled completed or in-process Services performed by PREZIO HEALTH in connection with the Contract, and (d) CUSTOMER shall immediately reimburse PREZIO HEALTH for all other loss, cost or expense of PREZIO HEALTH as a result of the termination of the Contract.

7.  Liability Limitation. IN NO EVENT SHALL PREZIO HEALTH’S LIABILITY ARISING OUT OF OR RESULTING FROM ANY CONTRACT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE SERVICES THAT ARE ALLEGED TO BE DEFECTIVE OR THE CAUSE OF ANY LOSS OR DAMAGE, WHETHER FOUNDED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL PREZIO HEALTH BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF ANTICIPATED PROFITS, LOSS OF USE, LOSS OF REVENUE AND COST OF CAPITAL) ARISING OUT OF OR RELATING TO ANY CONTRACT OR ANY SERVICES. ANY CLAIM BY CUSTOMER AGAINST PREZIO HEALTH ARISING OUT OF OR RELATING TO ANY CONTRACT OR ANY SERVICES CANNOT BE FILED, MADE OR MAINTAINED, AND SHALL BE DEEMED WAIVED, UNLESS FILED WITHIN EIGHTEEN (18) MONTHS AFTER PREZIO HEALTH HAS COMPLETED THE SERVICES IN QUESTION.

8.  Compliance. CUSTOMER shall be solely responsible for compliance with any federal, state or local laws, rules, regulations and ordinances or any industry standards that may be applicable to the Services.

9.  Proprietary Materials. PREZIO HEALTH shall have and retain all rights, title and interest, including all intellectual property rights, in and to all materials, including, without limitation, all reports, specifications, drawings, designs, computer programs and any other property, tangible or intangible, furnished by PREZIO HEALTH in connection with or under the Contract (“Proprietary Materials”). No Proprietary Materials created by PREZIO HEALTH in connection with or pursuant to the Contract shall be considered “works made for hire” as that term is used in connection with the U.S. Copyright Act.

10.  Confidentiality. CUSTOMER shall maintain the confidentiality of all technical, business or financial information of PREZIO HEALTH (“Confidential Information”) in the same manner in which it protects its own confidential information of like kind, but in no event shall CUSTOMER take less than reasonable precautions to prevent the unauthorized disclosure, publication, dissemination or use of the Confidential Information. Upon termination of the Contract, CUSTOMER shall return the Confidential Information and shall not use the Confidential Information for its own, or any third party’s, benefit.

11.  Healthcare Regulatory.

        (a)  Protected Health Information. To the extent that PREZIO HEALTH may, in performing Services under the Contract, have access to protected health information (as that term is defined under the Health Insurance Portability and Accountability Act of 1996, as amended, including the federal privacy regulations and security regulations promulgated thereunder) from or on behalf of CUSTOMER, the parties shall enter into a mutually acceptable business associate agreement.

        (b)  No Exclusion. PREZIO HEALTH hereby represents and warrants that it has not been excluded from participation in the federal Medicare or Medicaid programs.

        (c)  Compliance. The parties agree that nothing contained in the Contract shall require either party to refer, recommend or order any goods or services from the other in violation of, and neither party shall knowingly or intentionally conduct its behavior in such a manner as to violate, the provisions against fraud and abuse in connection with the Medicare and Medicaid programs.

        (d)  Discounts. CUSTOMER may be responsible for accurately reporting to federal or state health care programs or other payors the net cost actually paid by CUSTOMER for Services under the Contract. To the extent applicable and as reasonably requested in writing by CUSTOMER, PREZIO HEALTH agrees to provide CUSTOMER with written itemization of any discounts that may be provided.

        (e)  Regulatory Change. In the event of a regulatory or legal change that renders illegal the Contract as written, the parties shall cooperate in good faith to revise the Contract to comply with such new regulatory or legal requirements. In the event that such process cannot bring the Contract into legal compliance, the Contract may be terminated by either party.

        (f)  Records. To the extent that Section 952 of the Omnibus Reconciliation Act of 1980 and the regulations promulgated thereunder are applicable to the Contract, PREZIO HEALTH shall, for a period of four (4) years after the furnishing of Services under the Contract, comply with requests by the Comptroller General, the Secretary of the Department of Health and Human Services, and their duly authorized representatives for access (in accordance with Section 952 of the Act) to any contract or agreement between PREZIO HEALTH and CUSTOMER for Services, as well as the books, documents and records of PREZIO HEALTH which are necessary to verify the cost of the Services provided. CUSTOMER shall advise PREZIO HEALTH of such request, and shall provide to CUSTOMER copies of any documents so provided. Neither party shall be deemed to have waived any attorney-client or work-product privilege by virtue of this provision.

12.  Instrument Care and Handling. The following additional terms shall apply with respect to instrument repairs:

        (a)  Qualified Users. Instruments are intended for use only by qualified medical personnel who are trained in their use. CUSTOMER agrees to follow the care and handling instructions provided by the manufacturer.

        (b)  Normal Use. PREZIO HEALTH shall provide the Services to equipment damaged through “normal use.” “Normal Use” is defined as using products in accordance with manufacturer specifications and following reasonable care and handling practices. PREZIO HEALTH reserves the right to decline repairs or to make repairs subject to custom pricing, in its sole discretion, resulting from improper use, care or handling and will notify CUSTOMER in writing if it makes this determination.

        (c)  Decontamination. CUSTOMER shall comply with OSHA, blood borne pathogen regulations and other applicable laws, regulations and requirements of government authorities to ensure that all instruments returned to PREZIO HEALTH are properly decontaminated. PREZIO Health reserves the right to invoice CUSTOMER for reasonable decontamination charges if it receives contaminated instruments.

        (d)  Shipping and Handling. CUSTOMER shall use all proper and commercially reasonable means to prevent damage during shipment and assumes the risk of loss or damage to the equipment while the equipment is in transit from CUSTOMER to PREZIO HEALTH.

13.  Loaner Equipment. CUSTOMER may request that PREZIO HEALTH provide CUSTOMER with loaner equipment to be utilized while CUSTOMER’s equipment is being repaired by PREZIO HEALTH. Such loaner equipment will be provided at the sole discretion of PREZIO HEALTH based upon availability and CUSTOMER’s demonstrated adherence to the “PREZIO Health Loaner Terms and Conditions.”

14.  Excusable Delay. PREZIO HEALTH shall not be liable for any delay or failure to perform if such delay or failure to perform is caused by circumstances beyond its reasonable control, including without limitation acts of God or public authority, natural disasters, riots or other public disturbances, labor disputes of any kind, power failures, computer viruses, supplier failures, or failure of CUSTOMER to provide required information. During any such delay or failure to perform by PREZIO HEALTH, PREZIO HEALTH’s obligations under the Contract shall be suspended and PREZIO HEALTH shall not have any obligation to provide CUSTOMER with Services from other sources or to pay or reimburse CUSTOMER for any additional costs to CUSTOMER of obtaining substitute Services.

15.  Assignment. The Contract shall not be assigned in whole or in part by CUSTOMER without the prior written consent of PREZIO HEALTH.

16.  Waiver. Waiver by PREZIO HEALTH of any of the terms or conditions of the Contract shall be effective only if in writing and signed by PREZIO HEALTH, and shall not constitute a waiver of such terms as to any subsequent events or conditions, whether similar or dissimilar. No course of dealing or custom in the trade shall constitute a modification or waiver by PREZIO HEALTH of any right.

17.  Survival. Terms and Conditions shall survive and continue in full force and effect following the expiration, cancellation or termination of any Contract.

18.  Entire Agreement. These Terms and Conditions and any other terms and conditions, attachments, exhibits or supplements expressly referenced on the face of the Quotation, constitute the entire agreement and Contract between PREZIO HEALTH and CUSTOMER with respect to the matters contained herein and therein and supersede all prior oral or written representations and agreements. Except as otherwise provided in these Terms and Conditions, the Contract may only be modified by a written agreement signed by PREZIO HEALTH.

19.  Governing Law; Jurisdiction; Venue. Each Contract and any other documentation between PREZIO HEALTH and CUSTOMER for the Services shall be governed by the internal laws of the State of Michigan without regard to any applicable conflict of laws provisions. CUSTOMER consents to the exclusive jurisdiction of the Courts of the State of Michigan and the United States District Court for the Eastern District of Michigan for any action or proceeding arising out of, or in connection with, each Contract and any other documentation between PREZIO HEALTH and CUSTOMER for the Services. CUSTOMER specifically waives any and all objections to venue in such courts.