General

All orders for products or services supplied by Unimeditrekshall be subject to these terms and conditions of sale ("Terms and Conditions of Sale"). No modifications hereto will be binding unless agreed to in writing by Unimeditrek. All additional or contrary printed terms and conditions printed on any document supplied by a distributor or customer are hereby rejected by Unimeditrek unless agreed to expressly in writing.

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Customer

The term "Customer" as used herein, means the person or party that purchases the Unimeditrek products or services (the "Products") , or any successor in title thereto from Unimeditrek and if the Product is intended for resale, the relevant terms hereof shall be communicated to any user of the Products.

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Product Warranty

• Unimeditrek warrants, subject to section 3(b) below, that Products manufactured by Unimeditrek will be free from defects caused by manufacture for a period of 45 days from the date of shipment for any nonperishable Products or until the expiration date (if present) on any perishable Product (the “Limited Warranty”). No other express or implied warranty is made with respect to the products. Unimeditrek expressly excludes the implied warranties of merchantability and of fitness for a particular purpose. Unimeditrek's total liability for breach of the Limited Warranty shall be limited to repairing or replacing such Product, or at Unimeditrek's option, refunding the purchase price of same, if paid.

• The Limited Warranty shall not be effective with respect to loss or damage

1. Caused by the use of the Products other than strictly in accordance with the terms of use of the Products, including without limitation, loss or damage caused as a result of a failure to use the Products in accordance with Unimeditrek’s instructions, or caused by rough or negligent handling of the Products;
2. To Products that are not stored or shipped in accordance with Unimeditrek’s storage and shipping instructions; or
3. Caused by an act of God or any other cause not within Unimeditrek’s control or otherwise not related to the Products.

• Products returned under the Limited Warranty will incur a charge, to be fixed by Unimeditrek, if no fault is found. The Customer bears all cost of delivery and insurance of Products returned under the Limited Warranty.

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Delivery / Risk of loss

Unimeditrek shall use its reasonable efforts to ship and deliver Products in accordance with the requested delivery dates; provided, however, that Unimeditrek shall not be liable in the event of any delay, irrespective of cause or circumstance, including circumstances within or without Unimeditrek's control. Any such delay shall not be deemed repudiation or breach of this or any agreement. Risk of loss on the Products sold to Customer shall pass upon delivery of such Products to Customer in accordance withSection 9 hereto or, if earlier, as otherwise provided in Section 9 hereto. Irrespective of passing of the risk of loss, title shall remain with Unimeditrek until payment in full has been received for the Products and, in the event of non or partial payment following any delivery, Customer shall hold all such Products for the benefit of and as a trustee for Unimeditrek until Unimeditrek has been paid in full.

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Limitation of liability

1. Unimeditrek shall not be liable for any loss or damage caused by delay in furnishing the product.
2. Unimeditrek's total liability and the customer's exclusive remedy for any and all claims, losses or damages in connection with the sale or furnishing of the products, their design, suitability for use, installation or operation, is expressly limited to replacement of nonconforming products or payment reimbursement in an amount not to exceed the purchase price of the nonconforming products covered by this contract, plus transportation charges. customer shall inspect all products upon receipt. customer's receipt of products shall be an unqualified acceptance of, and a waiver by, the customer of the right to make any claim with respect to products unless the customer gives unimeditrek notice of a claim or of nonconformance of products within seven (7) days after receipt and prior to application or use of products. in no event shall unimeditrek be liable for any special, indirect, incidental, consequential, or punitive losses or damages, including without limitation, lost profit, downtime, operating or maintenance costs, equipment damage or product spoilage, water damage, leakage or floods even if unimeditrek has been advised of the possibility of such potential loss or damage.
3. The remedy set forth above is intended solely for the benefit of the customer. all claims must be made by the customer and may not be made by any third party.
4. Any minor damages (such as scratches, spots, pressure marks), shall not entitle Customer to any warranty claim. Commercial tolerances with respect to dimensions, finish, color, weight, etc. of products and all other articles manufactured by Unimeditrek, or minor variations from the data stated in Unimeditrek's printed documents and descriptive literature shall neither entitle Customer to any warranty claim nor to a rejection of the Products delivered.

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Modification of Products

Unimeditrek reserves the right, without notice to the Customer, to

• Change the specifications of any Product,

• Modify a Productin any manner that Unimeditrek deems necessary or appropriate and

• Discontinue any Product

Customer may not alter the Product in any manner. Where Unimeditrek agrees to make any modifications, alterations or adjustments to any Product as a result of, or in reliance upon, information or instructions provided by Customer, Customer agrees to indemnify Unimeditrek in full from and against any and all claims, demands, liabilities, losses, damages, fines, costs, and expenses (including, but not limited to, legal fees and expenses) suffered by Unimeditrek, howsoever arising,

1. Where Unimeditrek has relied on the information or instructions provided by Customer; or
2. Where any such modifications, alterations or amendments are challenged by a third party as infringing or being in breach of a third party's intellectual property rights.

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Acceptance of orders

All purchase orders received from the Customer are subject to acceptance and confirmation by Unimeditrek in writing and once accepted by Unimeditrek become final and binding, except as set forth in Section 10 hereto. All such purchase orders will be subject to the ex- warehouse prices then in effect. Statements made in Unimeditrek's order confirmation as to kind, dimensions and quality of the Products to be supplied shall be binding on Unimeditrek if these statements have been separately agreed upon in writing. In no event shall Unimeditrek be held liable for any incorrectly supplied Products following the seventh (7th) calendar day from the invoice date, if the Product identity as stated on any shipping documentation conforms withUnimeditrek's order confirmation.

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Price changes

Unimeditrek may increase its prices for the Products from time to time without notice to the Customer. Increased prices for Products shall not apply to purchase orders accepted prior to the effective date of the price increase unless such orders provide for delivery more than fourteen (14) days after the date of acceptance of the order.

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Delivery terms

Unless stated otherwise in Unimeditrek's order confirmation and subject to the remainder of this Section 9, all deliveries of Products are shipped on the basis that the Customer (or its agent) is responsible for transportation from Unimeditrek's premises and insurance from the time of delivery. Risk in Products shall pass to the Customer upon the sooner of the loading of the Products on the Customer's carrier (or a carrier nominated by the Customer) or the expiration of one month from the date upon which Unimeditrek notifies the Customer that the Products are ready for delivery. Unimeditrek may invoice the Customer for the costs of freight and insurance of Products up to the time of delivery.

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Payment terms

All orders will be shipped either prepaid by the Customer, against payment in advance, an acceptable irrevocable letter of credit, made or confirmed by a U.S. Federal Reserve chartered bank or C.O.D., at Unimeditrek’s option, unless the Customer has established a previously approved credit line. If Unimeditrekapproves a credit line for the Customer, all payments shall be due within thirty (30) days of the date of the invoice. Payment shall be made in the U.S.A. in U.S. Dollars unless Unimeditrek designates another currency or another place ofpayment. If any invoice is not paid in full within such thirty (30) day period, then finance charges may be assessed at the lesser of: (a) the rate of one and one-half percent (1-1/2%) per month (eighteen percent (18%) per year), or (b) the maximum rate permitted by applicable law. Unimeditrek may stop or withhold shipment of Products if the Customer does not fulfill its payment obligations. In any case, Unimeditrek may require full or partial payment in advance and as a condition to the continuation of its delivery of Products.

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Regulatory laws and standards

Customer shall be responsible for complying with all local laws relating to sale of the Products at its own cost and expense.

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Taxes

All sales taxes, duties, value added taxes, excise or government charges imposed of each and every kind (or any increase thereof imposed after the effective date of this contract) upon the production, sale, shipment, use or value added to the Products (other than income and excess profit taxes) shall be the obligation of and shall be paid by the Customer. In the event Unimeditrek is required to prepay any such tax, Customer will reimburse Unimeditrek. The Customer shall provide Unimeditrek with the properly completed exemption certificates for any tax or charge from which the Customer claims exemption.

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Indemnities

The Customer agrees to indemnify and hold Unimeditrek harmless from and against any and all claims, demands, liabilities, damages, losses, fines, costs and expenses, including legal fees and expenses (collectively, “Claims”), which may accrue or are sustained by Unimeditrek on account of (a) any use of the Products by the Customer not in compliance with these Terms and Conditions of Sale; (b) any failure by Customer to comply with laboratory practices that are consistent with industry practice, laws, guidelines or decisions in the handling or use of the Products; (c) any violation or infringement of any patent or other proprietary rights of third parties by the Customer in the handling or use of the Products; (d) Customer's failure to comply with all applicable federal, state and local laws, ordinances, regulations, rules and orders, including, but not limited to those governing pollution, ecology, labor, health and the environment; or (e) any other use or misuse of the Products by the Customer. Customer shall have no duty to indemnify Unimeditrek where such Claims arise out of Unimeditrek's breach of warranty, sole negligence or willful misconduct in which event Unimeditrek's liability shall be limited as set forth in Section 5 above.

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Hazards

The Customer acknowledges that it understands the nature and characteristics of the Products sold hereunder, the hazards, if any, associated with such Products and that it isfamiliar with the labeling and literature concerning the Products. The Customer agrees to warn all persons who may become exposed to the Products after delivery to the Customer hereunder of any hazards associated with such Product and to instruct its customers, agents and employees to safely use such Products.

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Privacy and Data Protection

In this clause, “Personal Information” means any means information that can be used to directly or indirectly identify an individual. In relation to any Personal Information which is obtained by Unimeditrek in connection with its supply of the Goods to the Purchaser, Unimeditrek will collect, process, use and store that Personal Information in accordance with Unimeditrek’s Privacy and Security Policy published on the Unimeditrek website, as may be amended from time to time.

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Assignment

The Customer shall not be entitled t o assign any of its rights or obligations under these Terms and Conditions of Sa e without the prior written consent of Unimeditrek

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Governing law and venue

1. This Agreement and the relationship of the parties shall be governed by the internal law of the State of Texas, excluding any conflicts -of -laws rules or principles that might refer the governance, construction, or enforcement of this Agreement to the laws of another jurisdiction.
2. Both parties hereby submit to the personal jurisdiction of the federal and state courts located in the state of texas and agree that the venue of any action in connection with this agreement shall be in the designated federal or state court located in the county in texas where unimeditrek’s principal place of business is located.

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Notices

Notices permitted or required to be given hereunder shall be deemed sufficient if given by personal delivery, telecopy or registered or certified air mail, postage prepaid, return receipt requested, addressed to the respective addresses of the parties as stated on the service order or at such other addresses as the respective parties may designate by like notice from time to time. Notices so given shall be effective on the date of receipt if sent by personal delivery or telecopy and three (3) business days after the date of dispatch if sent by registered or certified air mail.

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Severability

Whenever possible, each provision of these Terms and Conditions of Sale will be interpreted to be valid and enforceable, but if any provision is found to be invalid or unenforceable, then such provision or portion thereof will be modified to the minimum extent necessary to make it valid and enforceable. If it is not possible to modify the provision to make it valid and enforceable, then such provisions are severable and these Terms and Conditions of Sale shall be interpreted and enforced as if such invalid or unenforceable provisions were not contained therein and partially valid and enforceable provisions shall be enforced to the extent valid and enforceable. The invalidity or unenforceability of any provisions will not affect the validity and enforceability of any other provisions, which will remain valid and enforceable.