GENERAL TERMS AND CONDITIONS OF SALE

Rev. January 2022

1. Complete Agreement. These General Terms (“Terms”) and Conditions of sale for equipment and services (“Products”)
   apply to the products described on HemoCue America’s (“HemoCue”) quote, price letter or order form (“Quote”). By
   accepting the Quote and/or Product, and unless modified by a written agreement between the parties, Customer agrees to
   these Terms (which, along with the Quote and any attachments is incorporated by reference, is the “Agreement”). Any
   terms or conditions on a purchase order, order acknowledgement or any other documents relating to the Products will be
   null and void.
2. Orders. All orders for the Products must be received via email, fax or EDI. HemoCue shall use commercially reasonable
   efforts to ship the Products on or before each requested shipment date, or as set by HemoCue’s standard lead time for
   Products, whichever is greater. No order from the Customer shall be binding upon HemoCue unless confirmed in writing
   to the Customer specifying the agreed upon delivery date. Customer’s sole and exclusive remedy for HemoCue’s failure to
   deliver the Products shall be to cancel its purchase order.
3. Price; Taxes; Payment Terms. The prices for the Products are specified in the applicable Quote. The pricing excludes
   any applicable excise, sales and use tax. Unless Customer provides a valid certificate or other evidence that it is exempt
   from the particular taxes, Customer shall pay all applicable excise, sales and use taxes. Payment terms are net 30 days
   from the date of invoice. Customer shall remit payments to HemoCue America/Radiometer America, 32669 Collection
   Center Drive, Chicago, IL 60693-0326. If Customer fails to pay an invoice by the due date, HemoCue will be entitled to
   charge Customer a late fee and interest on all amounts due at the rate of the lesser of 1½% per month or the maximum
   legal interest rate. If, at any time, HemoCue becomes insecure about Customer’s creditworthiness, HemoCue may require
   alternative payment terms, including advance payment for all orders, or other assurances of performance. If Customer fails
   to comply with such alternative payment terms or provide adequate assurances, HemoCue may withhold further shipments
   of Products and/or declare Customer to be in default. Upon default, Customer agrees to pay all collection costs HemoCue
   incurs, including without limitation reasonable attorneys’ fees and expenses.
4. Delivery; Title; Returns. Product will be deemed accepted by Customer upon shipment. Risk of loss with respect to all
   Products will pass from HemoCue to Customer upon shipment. Customer must report to HemoCue, in writing, any claims
   for missing or defective Products within 10 days from Customer’s receipt. Returns for applicable Products will not be
   accepted without prior HemoCue authorization. Refrigerated cuvettes and controls are non-returnable and non-refundable.
   Any Product shipped to Customer in error will be accepted for return. Any Products shipped to Customer because of error
   on Customer’s part such as wrong item number, over ordering, discontinued use, outdated, etc. are not returnable for credit
   or otherwise. Authorized returns of Products will not be accepted after thirty (30) days from the date of invoice. Returns will
   not be accepted via C.O.D./collect. All returned Products must be received in resalable condition and are subject to a 20%
   restocking fee.
   • 1. Service Return Authorization. If you feel you are experiencing a problem with your Product, please contact our
        Technical Support department at 800-426-7256. In most cases, your Product can be corrected over the phone.
        A Reference Number will be issued by HemoCue for any Products returned to HemoCue.
     2. Prior to returning an analyzer, it is required by OSHA that you decontaminate the exterior and black slide holder
        with alcohol. Then package the analyzer and slide holder, along with the power adapter in a suitable shipping
        container. DO NOT INCLUDE OR RETURN ANY PATIENT SAMPLES, SYRINGES, USED CUVETTES,
        SHARPS OR CONTROLS. Clearly mark the Reference Number issued by HemoCue on the outside of the
        package by the address label. Return the package to HemoCue via insured freight.
     3. To ensure prompt service on your Product, please follow the above directions
5. Shipment. Unless expressly agreed otherwise in writing, all shipments are F.O.B. shipping point, Joliet, IL, USA, or such
   other shipping point to be designated by HemoCue. HemoCue will ship Products in accordance with its standard shipping
   schedule to locations identified by Customer. Unless otherwise agreed in writing, Customer will pay for shipping and
   handling charges. All priority overnight orders must be received by 11:00 a.m. Pacific time for same day shipment provided
   no inventory shortages exist; shipping charges will be applied accordingly. Perishable products have limited shipping days
   as they require special shipping methods. We will ship as many of these orders as possible by their last available ship date.
6. Warranty. Subject to the below exceptions and conditions, HemoCue warrants that the Products as shipped shall perform
   in all material respects in accordance with the applicable operating manual/product insert. Solely for Products which are
   classified as an analyzer, the duration of the manufacturer’s warranty is two years from the date of shipment. HemoCue’s
   sole obligation and Customer’s exclusive remedy for breach of any warranty shall be, at HemoCue’s sole option, (i)
   repair or replacement of the product which does not conform to such warranty, or (ii) refund of the purchase price (less
   depreciation) for such product. HemoCue does not warrant the performance of any third party manufactured product
   (including centrifuges or rapid tests) or provide any remedy for failure of such third party products to perform. HEMOCUE
   DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
   WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IF ANY
   IMPLIED WARRANTIES APPLY AS A MATTER OF LAW, THEY ARE LIMITED IN DURATION TO THE LENGTH OF THE
   TERM OF THIS AGREEMENT.
   • 1. HemoCue’s service and warranty obligations under this Agreement will not apply to repairs, replacements or
        claims resulting from (i) failure to properly perform the service and maintenance required in the operator’s manual
        for the Products, (ii) repairs or relocation of the Products by persons other than those authorized by HemoCue,
        (iii) replacements with parts, components and materials not supplied by HemoCue, (iv) misuse, abuse,
        negligence, negligent operation of or improper storage of any Product, (v) alterations, modifications, disassembly,
        repair or tampering by any person other than HemoCue’s authorized service personnel unless repair by others is made with the written consent of HemoCue, (vi) using unauthorized non-HemoCue brand accessories, reagents,
        consumable or supplies with the equipment, (vii) environmental conditions outside the recommended range of
        the Product, such as electrical supply, temperature, or humidity or (viii) other factors beyond HemoCue’s control,
        such as fire, explosion or flood. Representations and warranties made by any representatives, salespersons or
        agents of HemoCue, which are inconsistent or in conflict with or in addition to the terms of this Agreement, will
        not be binding upon HemoCue unless reduced to writing and approved by an expressly authorized officer of
        HemoCue.
7. Agreement Termination. Each party shall have the right to terminate this Agreement (i) upon thirty (30) days’ written notice if the other party is in breach of any material obligation under this Agreement and the breaching party fails to remedy
   such breach within such notice period, or (ii) immediately upon written notice in the event that the other party becomes
   insolvent, files for any form of bankruptcy, makes any assignment for the benefit of creditors, has a receiver, administrative
   receiver or officer appointed over the whole or a substantial part of the assets, or ceases to conduct business or where an
   equivalent act to any of the above occurs under the laws of the jurisdiction of the affected party. Termination of this
   Agreement shall not release Customer from paying any amount which may then be owed to HemoCue.
8. LIMITATION OF LIABILITY. IN NO EVENT WILL HEMOCUE BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, THIRD PARTY OR PUNITIVE DAMAGES INCLUDING WITHOUT LIMITATION THOSE
   BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL,
   EQUITABLE OR STATUTORY CLAIM, CAUSE OF ACTION OR LEGAL THEORY OF ANY NATURE WHATSOEVER
   (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR LOSS OF USE), EVEN IF HEMOCUE WAS ADVISED OF
   THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE. IN ANY
   EVENT OF LIABILITY, HEMOCUE’S TOTAL LIABILITY SHALL BE LIMITED TO ACTUAL DAMAGES TO THE EXTENT
   DIRECTLY AND SOLELY CAUSED BY HEMOCUE’S MATERIAL BREACH. EXCEPT AS OTHERWISE PROHIBITED BY
   LAW, HEMOCUE ‘S MAXIMUM LIABILITY HEREUNDER REGARDLESS OF LEGAL THEORY WILL NOT EXCEED THE
   PRICE OF HEMOCUE’S PRODUCTS AND/OR SERVICES GIVING RISE TO THE CLAIM. IN NO EVENT WILL HEMOCUE
   BE REQUIRED TO INDEMNIFY CUSTOMER OR ANY OTHER PARTY. This section will survive the termination or
   expiration of this Agreement.
9. Confidentiality. Customer and its employees will maintain the confidentiality of any oral or written information disclosed by
   HemoCue, including: (i) the terms of this Agreement (including, but not limited to, pricing); (ii) information designated as
   confidential; and (iii) information that should reasonably be expected to be treated as confidential by the recipient whether
   or not such information is designated as confidential. Except as necessary to carry out this Agreement, confidential
   information will not be disclosed by Customer or its employees to any third party or used by Customer or its employees
   without the prior written consent of HemoCue.
10. Export. This Agreement applies only to domestic installation and use of the Products. Customer shall not export or reexport any Products, or any system incorporating said Products, outside of the United States (including U.S. territories)
    unless Customer (i) first obtains all required licenses from the United States Department of Commerce or any other agencies
    or departments of the United States government that may be required, and (ii) complies with all applicable laws and
    regulations.
11. Third Party Use. Customer warrants that the Products in this Agreement for its own use and shall not resell or distribute
    the Products to a third party. You may not allow third parties (except your contractors) to use the Products.
12. Assignment. This Agreement is not assignable or transferable by Customer, in whole or in part, except with the written
    consent of HemoCue, which will not be unreasonably withheld.
13. Regulatory Requirements. Customer acknowledges its obligation to inform its employees, consultants and associates
    who will use the Products of the labeling literature and related notices that HemoCue provides. Any discount or other form
    of price reduction received by Customer under this Agreement is a discount or price reduction within the meaning of 42
    U.S.C. Section 1320a-7b(b)(3)(A) of the Social Security Act. For any cost reports or claims filed for reimbursement with
    federal or state health care programs, the Customer will fully and accurately disclose and claim the amount of any discount
    in accordance with any applicable federal and state statutes and regulations. The parties will comply with all applicable
    laws and regulations, including all laws and regulations relating to the protection of patient health information.
14. Excluded Provider. Each party represents and warrants it has not been convicted of any crime related to health care
    programs and is not currently listed by a federal or state agency as debarred, excluded or otherwise ineligible for
    participation in federal and/or state funded programs (“Excluded Provider”). The parties agree to provide written notification
    the other party as soon as reasonably possible if it becomes listed as an Excluded Provider. The party receiving the written
    notice shall have the right to terminate this Agreement upon receipt of such notice.
15. Force Majeure. HemoCue shall not be liable for any failure to perform under this Agreement due to strikes, lockouts, or
    other labor disturbances (legal or illegal), fires, floods or water damage, earthquake, riots, governmental acts or orders,
    interruption of transportation, inability to obtain materials upon reasonable price or terms or any cause beyond its control.
16. Choice Of Law And Arbitration. This Agreement shall be governed by and construed in accordance with the internal laws
    of the State of California. HemoCue and Customer agree that any disputes between them concerning the interpretation or application of this Agreement shall be resolved by binding arbitration under the commercial arbitration rules of the American
    Arbitration Association. All hearings in the arbitration shall be held in California.
17. Notices. Any notices required or permitted to be given to Customer hereunder shall be given in writing via email, first class
    mail or courier to Customer’s address set forth in the Quote, pricing letter, or such other address of which Customer may
    inform HemoCue in writing. Any notices required or permitted to be given to HemoCue hereunder shall be sent in writing
    to HemoCue, Attn: Contracts Department, 250 South Kraemer Blvd, Mailstop: B1.SW.11, Brea, CA 92821.