DESTINATIONS.
For the purpose of these conditions, Datascope Patient Monitoring (Mindray DS USA Inc.), shall be referred to as "SELLER". The purchaser shall be referred to as "Buyer".

GENERAL INTERPRETATION AND COMPLETENESS.
This contract is deemed made in the state of New Jersey and shall be interpreted exclusively under the Uniform Commercial Code and other laws of said state in force on the date thereof. Different or additional terms previously or hereafter proposed by Buyer, are not agreed to by Seller. Clerical errors on the part of Seller are subject to Seller's correction and in the event of such correction, the correction shall control. This contract, which incorporates by reference Datascope Patient Monitoring's Privacy Policy and website Terms of Use contains the final and entire agreement between Seller and Buyer and no understandings, representations, agreements, modifications, waivers, alterations or additions shall be effective unless in writing and signed by Seller and Buyer.

TITLE, RISK OF LOSS AND INSURANCE.
Title to each shipment of the product sold hereinafter and risk of loss thereon passes to Buyer when such products are delivered ex works. However, the goods will remain subject to Seller's rights of stoppage in transit and of reclamation. If a strike, embargo, governmental action, or any other cause beyond Seller's control prevents delivery to Buyer or his Agent, or if shipping instructions for any shipment are not received before shipment date, or if payment is to be made on or before delivery, title and risk of loss passes as soon as the shipment has been set aside by Seller and invoiced to Buyer (subject to Seller's rights as any unpaid Seller) and payment shall be made in accordance with invoice as though the products had been shipped and accepted by Buyer and Seller shall be under no duty to carry insurance thereafter.

PRICES AND TERMS.
All prices quoted with respect to any product to be delivered within the United States of America are F.O.B. point of shipment, and Seller's regular terms of Net 30 days, subject to the approval of its credit department shall apply. Pro rata payments shall become due as shipments are made. If shipments are delayed by Buyer, payments shall become due from date when Seller is prepared to make a shipment. In the case of products manufactured to special order, if manufacture is delayed by Buyer, payment shall be made based on the correct price and percent of completion. Buyer shall be liable for the price of all products substantially conforming to Seller's published specifications, notwithstanding that Buyer may not have accepted or may have revoked acceptance for same. Seller, may, at any time and from time to time, at its sole discretion, limit or cancel the credit of Buyer as to time and amount and as a consequence, may demand payment in cash before delivery of any unfilled portion of this contract, and failure of the Buyer to make any such payment within 30 days after demand shall constitute a default under this contract. Approval of credit of one or more deliveries or contracts shall not deemed a waiver of the provisions of this paragraph. Buyer hereby represents to Seller that it is now solvent and agrees that each acceptance of delivery of the products sold hereunder shall constitute reaffirmation of this representation at such time. Terms as stated above shall apply unless otherwise stated by Seller on the face of this form.

SALES AND SIMILAR TAXES.
Unless otherwise stated, the Seller's prices do not include sales, use, excise or similar taxes. Consequently, in addition to the prices specified herein, the amount of any applicable present or future sales, use, excise or other similar tax applicable to the sale of the products hereunder shall be paid by Buyer. Import duties and taxes levied in the country of destination shall be charged to Buyer. Further, Buyer must bear the cost of any customs, duties and taxes that may be levied by reason of exportation.

DELIVERY.
Seller shall not be liable for delay in performance or inability to perform occasioned by any cause beyond its control or beyond the control of its suppliers or contractors including but not limited to strike, embargo, governmental regulation or inability to obtain materials. If, performance by Seller is delayed by reason thereof, it shall notify Buyer, and time for performance shall be extended for the period of such contingency. If, as a result of any such contingency, Seller is unable to perform this contract in whole or in part, then to the extent that it is unable to perform the contract shall be deemed terminated without liability to either party, but shall remain in effect as to the unaffected portion thereof if any.

PARTIAL SHIPMENT.
A partial shipment order is any order in which backlogged items are shipped separately as the items become available. In the instance of a partial order, backlogged items will be shipped on a separate invoice. If you do not want your order shipped partially, please select "No partial orders" on the Review Your Order page. If you do not select a choice, your order will default to a "No partial order".

CLAIMS.
The remedies provided for herein are the sole and exclusive remedies of Buyer.

(a) Buyer shall be deemed to have accepted any product and his right to cancel, reject or claim damages for breach of warranty or otherwise therefore shall expire: (1) in the case of a patent defect, 14 days after arrival of shipment or (2) in the case of latent defect, 30 days after invoice date or (3) in any event when the product shall have been altered from its original state.

(b) If within the periods of time specified in subparagraph (a) Buyer notifies Seller in writing sent by registered mail, of a claimed defect, then (1) Buyer shall, together with this notice of claim, offer Seller in writing prompt opportunity to examine the product and failure to do so constitutes acceptance and waiver of all claims for defect; (2) if Seller determines the claim to be valid, it may elect to replace defective products within a reasonable time by so advising Buyer in writing within 20 days of such determination.

(c) If not so replaced, Seller's liability for damages on account of any claimed defect on any product delivered by Seller shall be limited to the purchase price of the product on which the claim is based. Specifically, and without limiting the generality of the foregoing. Seller shall not be liable for damage relating to any instrument, equipment, or apparatus with which the product sold hereunder is used, nor for loss of profit or any incidental, consequential or special damages.

SEVERABILITY OF BREACH.
Any defect in quality, or delays in delivery or non-delivery shall effect only the particular installment so defective or delayed and shall not affect the balance of the contract. Any delivery not in dispute shall be paid for on the due date, as provided in this contract without offset, defense or counterclaim and regardless of controversies relating to other delivery or undelivered product.

DEFAULT BY BUYER.
If buyer fails, with or without cause, to furnish Seller with specifications and/or instructions for, or refuses to accept deliveries of any of the products herein sold or is otherwise in default under or breaches or repudiates this or any other contract with Seller or fails to pay when due any invoice under said contracts, then, in addition to any and all other remedies which Seller may have hereunder or by law, Seller without notice (1) may bill and declare due and payable all undelivered products under this or any other contract with Seller and/or (2) may defer shipment hereunder and under any other contract until such default, breach or repudiation is removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages). Buyer agrees to reimburse Seller for all costs, including attorney's fees and collection agency charges, incurred by Datascope Patient Monitoring in collecting payments that are past due.

PACKING.
All products shall be suitably packed for shipment, unless otherwise requested by Buyer and agreed to in writing by Seller.

INDEMNITY.
Buyer will indemnify and hold Seller harmless from any and all injury to person or property (or suits or claims resulting therefrom) where such injury results, whether directly or indirectly, from the sale or use of the product sold by Seller or Buyer hereunder. This indemnity shall not apply if the injury is caused by the sole negligence of Seller.

WARRANTY, SELLER HEREBY EXPRESSLY EXCLUDES ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS, except such warranties as may be set forth in Seller's current operating manual catalog or written guaranty covering such product. Damage to any product or parts through misuse, neglect, accident, or affixing any non-standard accessory attachments or by any customer modification voids any warranty. Seller makes no warranty whatever in regard to trade accessories, such being subject to the of their respective manufacturers. A condition of any warranty is that the equipment or any accessories which are claimed to be defective be returned, when authorized by Seller, freight prepaid to Seller. Seller shall not have any responsibility in the event of loss or damage in transit. SELLER ALSO HEREBY EXCLUDES ANY WARRANTY THAT THE PRODUCTS SOLD HEREUNDER SHALL BE FREE OF THE RIGHTFUL CLAIM OF ANY THIRD PERSON BY WAY OF PATENT INFRINGEMENT OR THE LIKE.

WAIVER.
Waiver by Seller of a breach by Buyer of any provision of this contract shall not be deemed a waiver of future compliance therewith, and such provision, as well as all other provisions hereunder, shall remain in full force and effect.

DISPUTES.
Any disputes arising from a contract to which the Present TERMS and CONDITIONS apply in full or in part, or arising from further agreements proceeding from such contract, shall be settled exclusively in the courts in the State of New Jersey or the courts of the United States of America located in the state of New Jersey.

SECURITY INTEREST.
In order to secure the full and punctual payment by the Buyer for the product(s) sold pursuant to this contract (the "Collateral") in accordance with the terms hereof, the Buyer hereby grants to the Seller a continuing security interest in and to all right, title and interest of the Buyer in and to the Collateral and all proceeds of, attachments or accessions to, or substitutions for, all or any of the Collateral. The Collateral is described and can be found in your order form at checkout and by selecting the "Review Order" icon. The products listed and other information set forth in your final and accepted order form at checkout are incorporated into these Terms And Conditions Of Direct Sale as if fully set forth herein. Buyer agrees that until the purchase price for the Collateral is paid in full, the Buyer will, from time to time, at its expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the UCC) that from time to time may be necessary or reasonably desirable, or that the Seller may reasonably request, in order to create, preserve, upgrade in rank (to the extent required hereby), perfect, confirm or validate the security interests created hereunder or to enable the Seller to obtain the full benefits of this contract, or to enable the Seller to exercise and enforce, or facilitate the exercise and enforcement of, any of its rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by law, the Buyer hereby authorizes the Seller to execute and file financing statements and continuation statements without the Buyer's signature appearing thereon. The Seller agrees that a carbon, photographic or other reproduction of this contract or of a financing statement is sufficient as a financing statement.

RETURNS.
All Returns must be made in conformance with Seller's Return Policy.

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