Strata Imaging LLC STANDARD TERMS AND CONDITIONS OF SALE

1. Offer and Acceptance.
This Quotation or Acknowledgement is an offer (the “Offer”) by Strata Imaging, LLC (“Strata”) to sell the goods or services referenced on the front side of this document (the “Products”) to Customer. Customer may accept this Offer orally, in writing or by performance, but Customer’s acceptance, regardless of form, shall not alter these terms and conditions (“Terms”). If Customer objects to any of these Terms, Customer must set forth each objection in a separate writing signed and dated by Customer and delivered to Strata prior to or contemporaneous with Customer’s purchase order or other form of acceptance. Customer’s issuance of a purchase order which purports to reject some or all of these Terms by virtue of standard form language shall not be sufficient objection. Any objections to which Strata does not agree in writing shall be deemed rejected and shall not become a part of the parties’ agreement. Strata’s failure to object to provisions in any purchase order, or other communication from Customer (including, without limitation, penalty clauses of any kind), shall not be a waiver of these Terms, nor an acceptance by Strata of any such provisions. Any terms in Customer’s purchase order or any other document of acceptance which are different from or additional to these Terms are hereby rejected unless specifically accepted by Strata in a separate document signed by both Customer and Strata, regardless of whether such other terms would materially alter these Terms. No course of dealing, custom or usage, which is contrary to these Terms shall apply. Strata may correct any typographical or clerical errors in prices, specifications, quotations, or acknowledgments.

2. Financial Condition.
At Strata’s request, Customer will furnish sufficient information to enable Strata to assess Customer’s creditworthiness. Strata may, in its discretion, require full or partial payment in advance.

3. Prices.
Prices are subject to change without notice. Prices are quoted in U.S. dollars and are FOB point of shipment. Prices do not include shipping, freight, delivery charges, storage or warehousing charges, taxes (sales, excise, use, ad valorem, etc.), or any export or import duties, unless otherwise noted on the front of this Agreement. Those charges may be prepaid by Strata and separately invoiced to Customer. To the extent the front of this Agreement varies from the terms and conditions governing prices in this Paragraph, such modifications will not vary the terms and conditions governing risk of loss or damage in Paragraphs 4, 6 and 7.

4. Shipment.
Strata shall select the method and carrier for delivery of all Products. Risk of loss or damage to the Products shall pass from Strata to Customer upon delivery by Strata to a carrier at point of shipment for delivery to Customer or to a third-party warehouse or storage facility for storage prior to delivery to Customer. Any shipment, delivery, warehousing or performance date stated in the Offer or other contract document is approximate only and does not constitute any guarantee of shipment, delivery or performance on any particular date. Time shall not be of the essence in this agreement.

5. Payments, Title and Security Interest.
All payments shall be made in U.S. dollars. All payments shall be without deductions for back-charges, other accounts between Strata and Customer, and the like, which shall be settled independently of the payment of the invoice. Payment shall not prejudice claims on account of omissions or shortages in shipment, but no such claim will be allowed unless made in writing within 96 hours after receipt of the applicable shipment by Customer. Payments shall be due 30 days from the date of Strata’s invoice. Should Customer delay payment beyond the date it is due, Strata may charge interest on the unpaid balance at the rate of 1.5% per month. Although risk of loss passes to Customer upon shipment, title shall not pass to Customer, and Strata shall have a security interest in all Products and proceeds thereof until Strata receives payment in full. Customer authorizes Strata to file any and all financing statements and other documents required to perfect Strata’s security interest.

6. Delays.
Strata shall not be liable for loss, damages, or non-performance resulting from delays in receipt of final specifications or instructions from Customer, changes in specifications, events of force majeure, or other causes beyond Strata’s reasonable control. In the event of such delay, the delivery date shall be extended for a period equal to the time lost by reason of the delay. Strata shall notify Customer of any significant delay and will specify the revised delivery date as soon as practical. If delivery is delayed by Customer, Customer shall arrange for and notify Strata of the place or places where Strata shall ship the Products for warehousing or storage at Customer’s expense. If Customer is unwilling or unable to promptly arrange for warehousing or storage during the period of delay by Customer, Strata will do so at Customer’s expense. All risk of loss or damage to the Products shall be borne by Customer upon delivery of Products to a carrier at point of shipment for delivery to a warehousing or storage facility. All warehousing and storage charges paid by Strata will be invoiced separately to Customer.

7. Warehousing and Storage.
Prices for Products do not include any warehousing or storage charges, unless otherwise noted on the front of this Agreement. Customer agrees to pay all warehousing or storage expenses incurred in arranging for warehousing or storage of Products prior to delivery to Customer. These charges may be prepaid by Strata and invoiced separately to Customer. Strata will deliver Products FOB point of shipment to a carrier for delivery to a warehouse or storage facility at the request of Customer, as specified on the front of this Agreement, or when necessary due to delay in delivery as described in Paragraph 6. Risk of loss or damage to the Products shall pass to Customer in all instances upon delivery of Products to a carrier at point of shipment for delivery to a warehouse or storage facility.

8. Cancellation and Returns.
Acceptance of Strata’s Offer shall be binding upon the parties. Cancellation is prohibited unless accepted by Strata in writing, and only after payment to Strata of a restocking fee equal to 25% of the purchase price. Within 48 hours of receipt of the Products, Customer shall notify Strata of any Products that are defective or that do not conform to contractual specifications. Strata may then authorize the Products for return or, at Strata’s option, Strata will inspect the Products and, if Strata agrees that the Products are defective, authorize Customer to return the Products. Upon receipt of an authorized return of defective Products, Strata will, at its option, repair or replace the defective Products or provide a full refund of the purchase price.

9. Strata Warranty and Customer Remedies.
Strata warrants that the Products will be free from material defects in material and workmanship as specified by the manufacturer for a period of 30 days from the date of Customer’s receipt under normal working conditions. Strata also warrants that the Products will be acceptable for vendor maintenance or service.
STRATA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND STRATA EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES, INCLUDING ANY WARRANTIES WITH RESPECT TO INTELLECTUAL PROPERTY RIGHTS, ARE HEREBY EXPRESSLY EXCLUDED.
Customer’s sole and exclusive remedy for breach of warranty or contract shall be the repair or replacement of defective Products, or, at Strata’s option, a refund of the purchase price; provided (1) the Product has not been altered or modified by other than Strata, (2) it has been properly stored, installed, maintained and operated, and (3) Customer promptly notifies Strata of any defect. Defective Products replaced by Strata shall become the property of the Strata. Repaired or replacement Products will be shipped to the Customer FOB point of shipment. Strata is not responsible for any charges relating to warranty work that have not been authorized by Strata in writing. If Strata, without separate compensation therefore, furnishes Customer with advice or other assistance concerning any Product or any system or equipment in which any such Product may be installed, the furnishing of such advice or assistance will not subject Strata to any liability whether in contract, tort (including negligence and strict liability) or otherwise.

10. Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL STRATA BE LIABLE TO CUSTOMER FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF USE ARISING DIRECTLY OR INDIRECTLY FROM ANY BREACH OF WARRANTY, BREACH OF CONTRACT, MATERIAL OR OTHERWISE, OR FROM ANY ACTS OR OMISSIONS OF STRATA’S EMPLOYEES OR AGENTS, TORTIOUS OR OTHERWISE. IN NO EVENT SHALL STRATA’S LIABILITY FOR ANY CLAIM BROUGHT BY CUSTOMER EXCEED THE PRICE OF THE DEFECTIVE PRODUCT.

11. Customer Warranty.
Customer acknowledges that ultrasound equipment is regulated by the FDA, and that ultrasound scans may be performed only for medical purposes, by certified technologists. Customer represents and warrants that ultrasound scans using equipment purchased from Strata will be performed only by a licensed health professional for diagnostic purposes. Customer further represents and warrants that any ultrasound equipment purchased from Strata is not intended for personal or household use. Customer will defend and indemnify Strata for any claims asserted against Strata as a result of the breach of this warranty.

12. Disclosure of Information.
Any information, suggestions or ideas given by the Customer to Strata in connection with Strata’s performance hereunder are not secret or submitted in confidence, except as may be otherwise agreed in a separate writing signed by Strata.

13. Notices.
Any notice required or contemplated by this Purchase Order shall be in writing and shall be delivered personally or sent by telefax or by prepaid registered mail. Notice by telefax shall be deemed to have been received when transmitted and any notice sent by registered mail shall be deemed to have been received on the second day following the date mailed.

14. Miscellaneous.
Customer may not assign any rights arising out of the parties’ business relationship or any Strata duty without Strata’s prior written consent. Invalidity of any provision of these Terms shall not affect the validity of any other provision and any invalid provision shall be severed from the valid provisions. No failure by Strata to exercise any right accruing to it by virtue of the parties’ relationship or under any contract entered into with Customer shall operate as a waiver thereof or preclude the exercise of any other right or privilege by Strata. There are no other terms and conditions applicable to the sale of the Products other than those contained in these Terms. No modification, amendment, waiver or other change of any provision of Strata’s Terms shall be binding on Strata without Strata’s written consent.

15. Governing Law; Venue.
These Terms and the parties’ relationship shall be governed by Ohio law as if the relationship arose in and was to be performed entirely within Ohio. The exclusive venue and jurisdiction for the resolution of all disputes between the parties shall be the state or federal courts for Lake County, Ohio. Any action for a breach of contract or other claim arising out of the parties’ business relationship must be commenced within one year after the cause of action has accrued.

16. Attorneys’ Fees.
In any action to enforce its rights arising out of the parties’ business relationship, Strata shall be entitled to recover all costs incurred in connection with this action, including, without limitation, attorneys’ fees and all other litigation costs.