General Terms and Conditions of Purchase

Medical Graphics Corporation

General Provisions applicable to all Purchase Orders

1. Acceptance of Purchase Order
   Agreement by Seller to furnish the materials or services hereby ordered, or its commencement of such performance, or acceptance of any payment, shall constitute acceptance by Seller of this Purchase Order subject to these terms and conditions. Any terms or conditions proposed by Seller inconsistent with or in addition to the terms and conditions of purchase herein contained shall be void and of no effect unless specifically agreed to by Buyer in writing.

2. ​Shipping Instruction
   a) Seller shall at all times comply with Buyer’s shipping instructions. Unless otherwise agreed by Buyer in writing, all shipments shall be delivered FOB Destination, with transfer of title and risk of loss occurring upon delivery at Buyer’s designated location. Seller shall be responsible for properly packing and packaging the supplies in suitable containers for protection during shipment in accordance with transportation regulations and good commercial practice, and in accordance with Buyer’s instructions.
   b) Seller shall prepare an itemized packing list bearing the Purchase Order number, description of items, part number, and quantity shipped for each package.

3. Delivery
   a) Time is of the essence and failure to deliver in accordance with the delivery schedule under this Purchase Order, if unexcused, shall be considered a material breach of the Purchase Order. No acts of Buyer, including without modifications of this Purchase Order or acceptance of late deliveries, shall constitute waiver of the provision. Buyer also reserves the right to refuse or return at Seller’s risk and expense shipments made in excess of Buyer’s orders or in advance or required schedules, or to defer payment on advance deliveries until scheduled delivery date.
   b) Seller shall notify Buyer in writing immediately of any actual or potential delay to the performance of this Purchase Order. Such notice shall include a proposed revised schedule but such notice and proposal or Buyer’s receipt or acceptance thereof shall not constitute a waiver to Buyer’s rights and remedies hereunder.

4. Inspection
   a) All material and workmanship shall be subject to inspection and test at all reasonable times and places by Buyer or Buyer’s customer before, during and after performance and delivery. The Buyer may require Seller to repair, replace or reimburse the purchase price of rejected material or Buyer may accept any materials and upon discovery of nonconformance, may reject or keep and rework any such materials not so conforming. Cost of repair, rework, replacement, transportation, repackaging, and/or reinspection by Buyer shall be at Seller’s expense.
   b) Buyer’s failure to inspect does not relieve Seller of any responsibility to perform according to the terms of the Purchase Order.

5. Warranty of Supplies/Services
   Seller warrants the price charged for the goods and/or services purchased in the order shall be no higher than Seller’s current price to any other customer for the same quality and quantity of such goods or services. Seller warrants that all supplies/services furnished under this Purchase Order shall conform to the Buyer’s drawings, specifications, or other description and will be of good material and workmanship and free of defects. Seller further warrants that the supplies/services will meet Seller’s published specifications and standards, will be new (not used or reconditioned), merchantable and suitable for the purpose intended. These warranties shall remain in effect as to each product furnished, service and/or repaired hereunder, for a period of time consistent with the warranty life normally offered by the Seller. Seller must notify Buyer of any changes in materials or products.

6. Changes
   Buyers shall have the right by written order to suspend work or to make changes in the services to be rendered or the materials to be furnished by Seller hereunder or the quantities, or delivery dates. If such suspension or changes cause an increase or decrease in the cost of performance of this Purchase Order or in the time required for its performance, an equitable adjustment shall be negotiated promptly and the Purchase Order shall be modified in writing accordingly. Any claim by Seller for adjustment must be asserted in writing within thirty (30) days following receipt of Buyer’s change order. However, nothing herein shall excuse the Seller from proceeding with this Purchase Order as changed pending resolution.

7. Disputes
   Any dispute arising under the order that is not settled by agreement between the parties may be settled by appropriate legal proceedings in the state from which the Purchase Order was issued. Pending final resolution, Seller shall proceed with the performance of this order in accordance with Buyer’s instructions.

8. Indemnification
   Seller shall indemnify Buyer from any and all losses, claims, damages, expenses, or liabilities of any kind suffered by Buyer by reason of or in connection with Seller’s fulfillment of this contract or in the manufacture and sale of any goods hereunder.

9. Assignment
   Seller may not assign either its rights or obligations under this contract without prior written consent of Buyer, provided that claims for monies due or to become due under this contract may be assigned by Seller provided that Seller shall supply Buyer promptly with two copies of any such agreement.

10. Patents
    Seller agrees to indemnify , defend, and hold harmless Buyer, its customers, and agents from any costs, damages, expenses, or liability on account of any actual or alleged infringement of any patent, copyright, or trademark by reason of sale or use of any goods, supplies, services, or data furnished by Seller. Seller shall have no liability regarding alleged patent infringement for supplies furnished to Buyer in accordance with Buyer’s design specifications.

11. Property and Special Tooling
    a) Unless otherwise provided in the Order, property of every description, including, but not limited to, all tools, equipment, material, drawings, manufacturing aids and replacements of the foregoing furnished by Buyer, either directly or indirectly will be the property of the Buyer or its customer, and will be plainly marked or otherwise adequately identified by Seller as such and will be safely stored separate and apart from Seller’s property.
    b) Seller will not use or rework tooling or property of Buyer except for performance of work hereunder or as authorized in writing by Buyer. Seller will keep such tooling or property in its possession and /or control, in good condition and will replace such tooling or property when lost, damaged, or destroyed, except when due to normal wear and tear.
    c) All Buyers’ tooling and property will be transferred as Buyer may direct at any time. If Seller makes any unauthorized transfer of tooling or property, Seller will reimburse Buyer for any costs incurred by Buyer in returning the tooling or property to Buyer or moving the tooling or property as directed by Buyer.

12. Proprietary Rights
    a) Unless otherwise expressly agreed in writing, Seller agrees that all information contained in drawings, data, specifications, software and other items which are submitted by Buyer to Seller under or pursuant to the contract or any purchase order is proprietary to Buyer and is submitted with the understanding and agreement by Seller that such information shall not be utilized in whole or in part by Seller, except for fulfillment of the contract, without written permission of Buyer.
    b) Unless otherwise expressly agreed in writing, all information, data, drawings, specifications, software, and other items which is property to Seller and which is disclosed in the products or documents furnished by Seller hereunder shall be deemed to have been disclosed as a part of the consideration for this contract and the Buyer shall have full right to its use as Buyer sees fit.

13. Termination for Convenience
    Buyer may, by notice in writing, terminate this Purchase Order, or work under this Purchase Order for convenience and without cause, in whole or in part, at any time, and such termination shall not constitute default. In the event of partial termination, Seller is not excused from performance of the non-terminated balance of work under the Purchase Order. In the event of termination for convenience by Buyer, Seller shall be reimbursed for actual, reasonable, substantiated and allowable costs, plus a reasonable profit for work performed to date of termination. Buyer may take immediate possession of all work so performed upon written notice of termination to Seller.

14. Termination for Default
    Buyer may, by notice in writing, terminated this Purchase Order in whole or in part at any time, without any liability, except for payment due for goods and services delivered and accepted, for breach of any one or more of its terms, for failure to make progress so as to endanger performance of the Purchase Order, or failure to provide adequate assurance of future performance. In the event of partial termination, Seller is not excused from performance of the non-terminated balance of work under the Purchase Order. Upon such termination Buyer will have the right, and on notice to Seller, to take title to and possession of all or any part of such work performed by Seller under the Order.

15. Compliance with Applicable Laws
    Seller certifies that all of the products and services to be furnished hereunder will be manufactured or supplied by Seller in accordance with all applicable provisions and stipulations as of this date, of the Walsh Healy Act, Fair Labor Standards Act, Occupations Safety and Health Act of 1970, Equal Employment Opportunity Provisions and Executive Orders, or any other federal, state, or local law, wherein such acts, provisions, and orders may be applicable, to Seller and/or the goods or services to be provided hereunder, including but not limited to specifically set forth OSHA standards.  MGC Diagnostics and its affiliates are Equal Opportunity Employer’s and comply with Executive Orders 11246 and 13496 and hereby provide notice of their compliance with FAR 52-222-26, 29 CFR Part 471, Appendix A to Subpart A, 41 C.F.R. 60-1.4, 41 C.F.R 60-250.5, and 41 C.F.R 60-741.5, which are hereby incorporated by reference. MGC Diagnostics and subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and subcontractors to employ and advance in employment qualified individuals with disabilities. MGC Diagnostics and subcontractors shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.

16. Governing Law
    This agreement shall be governed by and interpreted in accordance with the laws of the State of Minnesota.

17. Right of Inspection
    Buyer shall have the right, at any time and upon reasonable advance notice, to inspect the premises of Seller used in connection with the production of the goods purchased.