Terms of Sale

1. General Application of Terms. All products, merchandise, goods and/or services (collectively “MLI Products”) sold by Motion Laboratories, Inc. (“MLI”) are sold pursuant the Terms of Sale (“Terms”) set forth below, except solely to the extent that, in respect of a specific sale, the Terms are modified in writing signed both by MLI and by the Buyer. In placing an order with MLI, buyers agree to be bound by the Terms.

2. Payment. All MLI Products are to be paid for in full prior to shipment, by cash, good check (subject to collection) or by Visa or MasterCard. No credit terms shall be available unless the buyer shall have submitted, and MLI shall have accepted, a credit application upon MLI’s standard form then in effect. All credit sales shall be subject to the Terms.

3. Delivery. All shipments of MLI Products shall be made at the buyer’s expense, and are made F.O.B. MLI’s Loading Dock, Cortlandt Manor, New York, with bills of lading addressed to Buyer. MLI shall choose the carrier and the mode of shipment, unless the buyer requests in writing an alternative carrier and/ or mode of shipment, and makes arrangements satisfactory to MLI for the payment of freight and other shipment
costs.

4. Identification and risk of loss. The MLI Product shall be identified to the contract, and risk of loss shall pass to Buyer when the goods are placed in the hands of the carrier. A contract for the sale of the MLI Products arises upon MLI’s confirmation of an oral or written purchase order, or MLI’s beginning work pursuant to any such purchase order, whichever shall first occur, and shall not be cancelable by the Customer. Notwithstanding the foregoing, MLI shall have the right to accept cancellation of an order upon receipt of a restocking charge in an amount determined by MLI, up to 50% of the purchase price.

5. Limited One-Year Warranty; Limitations of Liability. MLI warrants to its customers that for a period of one year from delivery, MLI Products will be free of defects in material and workmanship under normal use. In the event that a defect in any MLI Product is discovered within the one-year warranty period, then the customer must notify MLI in writing within thirty (30) days of discovering the defect or before expiration of the one-year warranty period, whichever shall occur first. MLI shall have the option to repair or replace the MLI Product or any of its components solely to the extent that MLI deems it necessary to remedy the defect. Any incidental costs, including without limitation, the cost to ship the defective MLI Product or affected components to MLI, or to such other repair facility as Motion Laboratories, in its discretion, may designate, shall be the responsibility of the buyer.