CAMAG Scientific, Inc. (“CAMAG”) Terms and Conditions of Sale

1. Acceptance. CAMAG’s offer to sell products and/or provide services to Buyer is expressly conditioned upon Buyer's acceptance of these terms and conditions. Any of the following constitutes
Buyer's unqualified acceptance of these terms and conditions: (i) written acknowledgement of these terms and conditions; (ii) issuance or assignment of a purchase order for the products or services,
(iii) acceptance of any shipment or delivery of products or provision of services, (iv) payment for any of the products; or (v) any other act or expression of acceptance by Buyer. THE
TERMS AND CONDITIONS SET FORTH HEREIN SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON BUYER'S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER UNLESS EXPRESSLY AGREED TO IN WRITING BY CAMAG.

2. Prices, Taxes and Payment. All dollar quotes, confirmations, and invoices are in United States Dollars (USD) without exception. CAMAG reserves the right to change the prices and
specifications of its products or services at any time without notice, unless otherwise explicitly specified in a written customer quote. Any tax, duty, custom or other fee of any nature imposed upon
this transaction by any governmental or quasi-governmental authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event CAMAG is required to prepay any such tax,
Buyer will fully reimburse CAMAG for such tax prepayment. Payment terms shall be net 30 days after shipment by CAMAG, except that Payment made by Credit Card must be made at
time of order placement by Buyer and is limited to orders with a total order value equal to or less than five thousand dollars ($5,000 USD). Credit Card payments in excess of $5,000 will incur a 3% additional fee. CAMAG reserves the right to charge a late fee to invoices outstanding beyond 30 days after shipment. Interest on all sums due and unpaid after due date shall run at the
maximum rate permitted by applicable law until payment is received. In addition, CAMAG
reserves the right to require pre-payment terms from any Buyer whose account is overdue for a period of more than 60 days or who has an unsatisfactory credit or payment record, as determined
by CAMAG in its sole discretion. CAMAG may also refuse to sell to Buyer until each overdue account of Buyer and all of its affiliates are paid in full. Buyer is responsible for all of CAMAG’s
collection costs on Buyer’s past due accounts.

3. Delivery and Shipment. CAMAG will make every effort to ship the products or provide the services hereunder in accordance with the requested delivery date, provided that CAMAG accepts no
liability for any losses or for damages arising out of delays in delivery. All delivery dates are estimates and the time of delivery shall not be of the essence. CAMAG shall be entitled to deliver the
products in installments. Shipment of all products shall be DAP Destination, Prepay and Add by CAMAG. Except as otherwise agreed, method of transportation will be per CAMAG’s policy.
Products shipped DAP Destination, Collect will incur a $10.00 handling fee on ground shipments and $200.00 handling on freight shipments.

4. Inspection. Buyer shall be responsible for inspecting all products shipped hereunder prior to acceptance, provided, that if Buyer shall not have given CAMAG written notice of rejection fully
specifying and documenting the reasons thereof within 5 days following receipt of shipment by Buyer, the products shall be deemed to have been accepted by Buyer.

5. CAMAG’s Standard Warranty and Limitation of Liability. CAMAG warrants to you that each instrument manufactured by or for us will be free from defects in material and workmanship in
normal use and service for two (2) years from the date of delivery to you as the original purchaser, if used according to the user manual delivered with CAMAG Products. Warranty covers labor on
instruments for one year. This warranty does not cover, and no warranty is provided for, parts which by their nature are normally required to be replaced periodically consistent with normal
maintenance and use, including, without limitation, syringes, air filters, and consumable products. Repair parts not covered by the instrument warranty carry a part only warranty for six (6) months.
CAMAG MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. The warranty provided herein and the data, specifications and descriptions of CAMAG products appearing in CAMAG’s published catalogues and product literature may not be altered except by express written agreement signed by an officer of CAMAG. In the event of a breach of the foregoing product warranty, CAMAG’s sole obligation shall be to repair or replace, at its option, the applicable product or part thereof, provided the customer notifies CAMAG promptly of any such breach. CAMAG warrants that it shall provide services in a professional and workmanlike manner and that it will attempt in good faith to perform the services to Customer’s reasonable satisfaction. CAMAG MAKES NO OTHER WARRANTY EXPRESS OR IMPLIED.
Buyer assumes all risk and liability for loss, damage or injury to persons or to property of Buyer or others arising out of the presence or use of the products or CAMAG’s provision of services. Except
as expressly provided otherwise herein, CAMAG shall not indemnify nor be liable to Buyer, Buyer’s customers, successors, or to any person or entity for any claims, damages or losses arising out of
the sale or use of products or the provision of services, where liability is premised upon any theory including, but not limited to, warranty, negligence or strict liability. CAMAG SHALL NOT IN
ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, LOSS OF REVENUE OR PROFITS, OR ANY LIABILITY OF BUYER TO A THIRD PARTY. THE TOTAL LIABILITY OF CAMAG UNDER THESE TERMS AND CONDITIONS OF SALE SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES INVOLVED. All claims must be brought within one year of delivery, regardless of nature.

6. Authorized Use. BUYER ACKNOWLEDGES THAT THERE ARE HAZARDS ASSOCIATED WITH THE USE OF THE PRODUCTS, THAT IT UNDERSTANDS SUCH
HAZARDS, AND THAT IT IS THE RESPONSIBILITY OF BUYER TO WARN AND PROTECT ALL THOSE EXPOSED TO SUCH HAZARDS. Buyer shall at all times be solely
responsible for: obtaining any necessary intellectual property permission, compliance with any and all applicable regulatory requirements, and conducting all necessary testing prior to use of
product(s) purchased from CAMAG. Buyer shall indemnify and hold CAMAG, its corporate affiliates including CAMAG Chemie-Erzeugnisse und Adsorptionstechnik AG and any entity under
majority control of CAMAG, agents, employees, and representatives, harmless from and against any and all claims, damages, losses, costs or expenses (including attorney’s fees), arising in
connection with Buyer’s sale or use of the products, including Buyer’s breach of the covenants and representations contained in these Terms and Conditions of Sale, or arising from the negligence,
recklessness or misconduct of Buyer.

7. Compliance with Export Restrictions. Buyer acknowledges that the CAMAG is the sole distributor for CAMAG instruments in the United States and Canada only and that no instrument may be
purchased from CAMAG with the intention of exporting said instrument to another country.

8. Returned Goods. Buyer may not cancel any order without CAMAG’s written consent. No products shipped under this contract may be returned without the express prior written authorization of
CAMAG and all products must be returned with CAMAG’s approved Product Return Authorization form. Title to the returned products shall pass to CAMAG upon delivery of the products to
CAMAG’s facilities. The products shall be returned in their original containers with the original CAMAG label affixed and unaltered in form and content. All product returns are subject to a
restocking charge. No returns will be authorized after 120 days following shipment to Buyer. Products subject to FDA or other governmental regulation and/or cGMP processing requirements are
not eligible for cancellation or return.

9. Governing Law and Arbitration. This contract shall be governed by and construed in accordance with the laws (other than those relating to conflict of laws questions) of the State of North
Carolina. Any and all disputes or controversies arising under, out of or in connection with this contract or the sale or performance of the products or services, except for collection matters, shall be
resolved by final and binding arbitration in Wilmington, NC under the rules of the American Arbitration Association then obtaining. The arbitrators shall have no power to add to, subtract from or
modify any of the terms or conditions of this contract. Any award rendered in such arbitration may be enforced by either party in either the courts of the State of North Carolina or in the United
States District Court for the State of North Carolina, to whose jurisdiction for such purposes CAMAG and Buyer each hereby irrevocably consents and submits.

10. Force Majeure. Neither party hereto shall be in default in the performance of its obligations hereunder (other than its obligation to make any payment of money hereunder), or be liable in
damages or otherwise for any failure or delay in performance which is due to causes beyond its reasonable control. Either party affected by such an event shall promptly give notice to the other,
stating the nature of the event, its anticipated duration and action being taken to avoid or minimize its effect. Neither party hereto shall be required to grant any demand or request to bring to an end
any strike or other concerted act of workmen. If, at Buyer’s request or for any reason for which Buyer is responsible, the production or shipment of products is delayed, CAMAG may immediately
invoice Buyer for the products produced, and costs and expenses incurred up to the time of the delay.

11. Publicity and Proprietary Rights. CAMAG, or its affiliates, is the owners of certain proprietary brand names, trademarks, trade names, logos and other intellectual property. Except as otherwise
expressly permitted by CAMAG, no use of CAMAG’s or its affiliates’ brand names, trademarks, trade names, logos or other intellectual property is permitted, nor the adoption, use or registration of
any words, phrases or symbols so nearly resembling any of CAMAG's or its affiliates’ brand names, trademarks, trade names, logos or other intellectual property as to be likely to lead to confusion
or uncertainty, or to impair or infringe the same in any manner, or to imply any endorsement by CAMAG of another entity’s products or services. Any marketing, promotion or other publicity
material, whether written or in electronic form, that refers to CAMAG, its affiliates, their products, or to these Terms and Conditions of Sale must be approved by CAMAG prior to its use or release.

Rev. October 25, 2017