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Terms and Conditions of Sale

ACCEPTANCE

These Terms and Conditions of Sale (the “Contract”) shall govern all orders for the purchase of product(s) or service(s) from REPROCELL USA, Inc. (hereinafter referred to as “REPROCELL”). The Purchaser (hereinafter referred to as “Purchaser,” “you” or “your”) will be deemed to have assented to this Contract by ordering product(s) or service(s). No variation of these terms and conditions will be binding upon REPROCELL unless agreed to in writing and signed by an authorized representative of REPROCELL. These terms and conditions shall apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

PAYMENT TERMS

The Purchaser shall pay REPROCELL for all invoices without any deductions, set-offs, or bank charges within 30 days of receipt of product(s) or completion of service(s) (referred to as “Net30”, or “Net 30” terms). These payments can be made via check, Automated Clearing House (ACH), or credit card.

REPROCELL may choose to accept an order under terms other than Net 30, but this is solely at the discretion of REPROCELL on a case by case basis. If this is done, REPROCELL will send an order confirmation for the Purchase Order (a physical document), that establishes payment terms other than Net 30. REPROCELL may deny accepting any orders, particularly those that are not placed with Net 30 listed as the payment terms, for any reason not prohibited by law.

In the event the Purchaser fails to make the payment due to REPROCELL within 90 days, regardless of payment terms established, the Purchaser shall be placed on a credit hold preventing any further orders being placed with REPROCELL. This credit hold shall not be lifted until REPROCELL receives proof of payment for the invoice associated with the past due order, as determined by an authorized representative of REPROCELL. Failure to pay an outstanding invoice may result in the Purchaser’s account being placed with a collection agency so that REPROCELL can obtain payment.

Title to any aspect of product(s) or service(s) rendered, shall not pass to the Purchaser until payment for the product(s) or service(s) has been received.

PRICES, SHIPPING AND DELIVERY

Unless separately agreed in writing, the price is Ex Works — REPROCELL warehouse or other location specified by REPROCELL (Incoterms 2010), exclusive of all costs of insurance, packaging and freight, license and permit fees, VAT or duties and any other incidental expenses relating to the transportation, export, import, delivery, and sales of the product(s) or item(s) related to service(s) rendered.

The Purchaser assumes all responsibility for the importation of product(s) or item(s) related to service(s) rendered, into the country of the delivery location, including the obtaining of all required permits, licenses or certificate. REPROCELL shall in no event be liable for the failure or delay of any governmental body to issue such permits, licenses or certificates.

Risk of loss or damages to the product(s) or item(s) related to service(s) rendered, as well as the obligation to bear any costs relating thereto, shall pass to the Purchaser upon REPROCELL’s making delivery to a carrier at REPROCELL’s facility in good condition.

Please contact REPROCELL or REPROCELL’s authorized distributors for the price for specific product(s) or service(s).

Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. REPROCELL shall not be liable for any delay in delivery that is caused by an event or circumstance beyond REPROCELL’s reasonable control.

CLAIMS AND RETURNS

Immediately upon your receipt of any product(s) or item(s) related to service(s) rendered, you shall inspect the same and shall notify REPROCELL in writing of any claims for shortages, defects or damages and shall hold product(s) or item(s) related to service(s) rendered for REPROCELL’s written instructions concerning examination, return or disposal. If you fail to notify REPROCELL within five (5) days after the product(s) or item(s) related to service(s) rendered have been received by you, such product(s) or item(s) related to service(s) rendered shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the you.

AUTHORIZED USES

The Purchaser may not use the Product(s) or derivative(s) of the Product(s) for revenue generating purposes without REPROCELL’s consent. If the Purchaser intends to use the Product(s) or derivative(s) of the Product(s) directly or indirectly for revenue generating purposes, please contact REPROCELL for further information and specific consent.

Product(s) or item(s) related to service(s) rendered are not to be used directly or indirectly for clinical purposes. Product(s) or item(s) related to service(s) rendered are not to be administered to humans.

Please contact REPROCELL for further information. Authorized uses can change at any point at the discretion of REPROCELL, licensors, or patent holders.

NO RESALE

The Purchaser shall not modify, tamper with the product(s) or item(s) related to service(s) rendered in any way, make the product(s) or item(s) related to service(s) rendered or any portion of them, in any way, shape or form, including as a component of another product(s) or service(s) rendered available for further resale or alter or remove the product label and the REPROCELL mark of origin without the express written permission of REPROCELL.

CATALOGS, PRICE LISTS AND ADVERTISEMENTS

Any descriptions or illustrations contained in REPROCELL’s catalogues, price lists and advertisements or otherwise communicated to the Purchaser are intended merely to present a general idea of the product(s) or service(s) rendered so described. Nothing contained in any of them will form any part of this Contract.

WARRANTY

REPROCELL warrants that its product(s) or service(s) rendered shall, at the time of delivery, conform to the description of such product(s) or service(s) rendered as provided to you by REPROCELL through REPROCELL’s product directory, analytical data or other then-current literature. THIS WARRANTY IS EXCLUSIVE, AND REPROCELL MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS. REPROCELL’s warranties made in connection with this sale shall not be effective if REPROCELL has determined, in its sole discretion, that you have misused the product(s) or service(s) rendered in any manner, have failed to use the product(s) or service(s) rendered in accordance with industry standards and practices, or have failed to use the product(s) or item(s) related to services rendered in accordance with instructions, if any, furnished by REPROCELL.

REPROCELL’S SOLE AND EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCT(S) OR SERVICE(S) RENDERED PROVED TO REPROCELL’S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCT(S) OR ITEM(S) RELATED TO SERVICE(S) RENDERED WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN REPROCELL’S SOLE DISCRETION, UPON THE RETURN OF SUCH PRODUCT(S) IN ACCORDANCE WITH REPROCELL’S INSTRUCTIONS. REPROCELL SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCT(S) OR ITEM(S) RELATED TO SERVICE(S) RENDERED. Nothing in this Contract shall limit or exclude REPROCELL’s liability for any matter which it would be unlawful for REPROCELL to exclude or restrict liability.

INTELLECTUAL PROPERTY RIGHTS

The sale of product(s) or item(s) related to service(s) rendered shall not, by implication or otherwise, convey any license of any intellectual property right and Purchaser expressly assumes all risks of any intellectual property infringement. Nothing contained in this Contract will be construed as an assignment to Purchaser of any Intellectual Property Rights in or to the product(s) or service(s) rendered. All Intellectual Property Rights in or to the product(s) or service(s) rendered are and will remain the sole and exclusive property of REPROCELL and are reserved by REPROCELL.

ENTIRE AGREEMENT

This Contract constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties representations and understandings between them, whether written or oral, relating to its subject matter.

NOTICES

(a.) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.

(b.) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in (a.) above; if sent by pre-paid first class post or other next working day delivery service, at 9.00 AM on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one business day after transmission.

(c.) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the Maryland Law and shall be subject to the jurisdiction of the courts in Maryland, USA.

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