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Rev. 8.4.17

Curium U.S. invoice terms and conditions of sale

ALL SALES BY CURIUM (“SELLER”), UNLESS COVERED BY A PRIOR EXISTING WRITTEN CONTRACT SIGNED BY SELLER, ARE SUBJECT ONLY TO THE FOLLOWING TERMS AND CONDITIONS. ANY TERMS IN CUSTOMER’S PURCHASE ORDER OR ANY OTHER CUSTOMER DOCUMENT WHICH ARE IN ADDITION TO, OR ARE DIFFERENT OR CONTRARY TO THESE TERMS, ARE HEREBY REJECTED.

Pricing. Except as expressly set forth on the face hereof, the following shall apply: All prices for Products are F.O.B. Origin. Freight, packaging, and related charges will be added to this invoice. Prices do not include customs duties or sales, use, excise, or other similar taxes. All such taxes and any personal property taxes or other similar taxes assessable on Products after delivery to the carrier shall be paid by the Customer.

Payment Terms. Payment is due by one of the following methods: a) prepayment in advance of shipment (by wire transfer or other means that will provide available funds prior to shipment); or b) C.O.D. with payment in certified funds; or c) by irrevocable letter of credit payable thirty (30) days alter shipment by a bank acceptable to Seller (with all bank fees and charges to be paid by applicant). However, if open account credit is granted (which is subject to Seller’s continuing approval), then payment shall be due and payable in full thirty (30) days after shipment date. Seller hereby reserves a security interest in the goods sold hereunder and proceeds thereof to secure the purchase price of such goods. Service charges of the lesser of one and one half (1 %) percent a month or the maximum permitted under applicable law may be charged on past due amounts.

Weights and Containers. Seller’s weights and counts shall govern unless proven in error. Returnable containers are the property of Seller and are loaned to Customer. Payment of a deposit, when required by Seller, does not convey title to such containers. Each empty container must be returned within sixty (60) days of the date of shipment, freight charges collect, and must not be used for any material other than that shipped therein by Seller. Upon receipt of the container within sixty (60) days, any deposit will be returned or credited to the Customer. Costs of containers not returned within the time specified shall be charged to Customer’s account.

Freight Policy Delivery & Risk of Loss. Except as expressly set forth on the face hereof, all Products are shipped F.O.B. Origin. Title to, and Risk of Loss or damage to Products shall pass to Customer on delivery of Products to carrier by Seller. Seller will select a carrier and arrange shipment. Transportation, packing, and insurance charges (if applicable) will be added to the invoice. Times between order and delivery of Product may vary. Seller shall not be responsible for any loss or liability suffered by Customer as a result of failure or delay in the delivery of Products. Seller shall in its sole discretion determine the packing, and, if Seller chooses to obtain insurance, the insurance carrier for the Products. All Rush Orders (as requested by Customer, with delivery sooner than by Seller’s standard delivery) will be assessed a service charge of $25, in addition to the freight charges for that special delivery, notwithstanding any other agreement with regard to freight charges.

Acceptance. Customer shall promptly inspect Products upon receipt and notify Seller of any alleged defects, damage, or shortage. Customer may reject any Products which fail to meet applicable specifications, but all returns require a Return Goods Authorization (RGA) number to be accepted by Seller. RGA numbers and information on return policy are available from Seller’s Customer Service Department at 1-888-744-1414.

Warranty. Seller warrants that its Products will be, as of the date of delivery, not adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, and will be free of defects in materials and workmanship as described and for the term in the express written warranty, if any, given with the Product or this Agreement. If an express warranty is given for a Product sold for single use, no warranty shall extend to any subsequent use. Seller’s sole liability and obligation under this warranty shall be to repair, or at Seller’s option, to replace any Product that fails to meet the warranty set forth herein. THIS WARRANTY, TOGETHER WITH ANY EXPRESS WRITTEN WARRANTY THAT SELLER MAY ISSUE, IS THE SOLE AND EXCLUSIVE WARRANTY AS TO SELLER’S PRODUCTS, EXTENDS ONLY TO THE CUSTOMER, AND IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTY, ORAL OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY ORAL OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL LOSS, DAMAGE, OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS) DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, INABILITY TO SELL, USE, OR LOSS OF USE OF ANY PRODUCT.

Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR REPROCUREMENT COSTS, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF USE, OR INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, INCLUDING, WITHOVT LIMITATION, ANY SUCH DAMAGES RELATED TO, ARISING OUT OF, OR IN CONNECTION WITH THE SALE, DELIVERY, INSTALLATION, USE, LOSS OF USE, REPAIR, POSSESSION, TRANSPORTATION, DISPOSAL OR PERFORMANCE OF THE PRODUCTS, INCLUDING All ADDITIONS TO AND REPLACEMENTS OF THE PRODUCTS, OR ANY FAILURE OR DELAY IN CONNECTION WITH THE FOREGOING. IN NO EVENT SHALL SELLER’S LIABILITY ARISING IN CONNECTION WITH ANY PRODUCT(S) SOLD (WHETHER SUCH UABIUTY ARISES FROM A CLAIM UNDER CONTRACT, WARRANTY, TORT, OR OTHERWISE) EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER TO SELLER FOR THE LOT OF PRODUCT(S) INVOLVED IN SUCH CLAIM. THE LIMITATIONS IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE ANY LIABILITY WHICH, UNDER APPUCABLE PRODUCTS LIABILITY LAW, CANNOT LEGALLY BE PRECLUDED BY CONTRACT.

Patent Indemnity. Seller warrants that the sale of goods pursuant to this contract, except goods made in compliance with specifications supplied by Customer, is not an infringement of any valid U.S. patent: provided, however, that SELLER’S LIABILITY HEREUNDER SHALL BE LIMITED TO NOT MORE THAN THE PURCHASE PRICE OF ANY SHIPMENT(S) OF GOODS FOUND TO INFRINGE. This warranty is given upon condition of Customer’s prompt notification to Seller when any such infringement in alleged or threatened and, if Seller is affected, that Customer permit Seller complete control of the defense and settlement of any such allegation or threat of infringement. Seller does not warrant that any use of goods sold hereunder by Customer or any purchaser from or through Customer, in combination or not in combination with other material, is not an infringement of any patent of any country. Customer shall indemnify Seller for any and all expenses, direct or indirect, arising when any patent infringement is alleged or threatened because of goods made in compliance with specifications supplied by Customer. THIS SECTION STATES SELLER’S SOLE AND EXCLUSIVE LIABILITY FOR ANY CLAIM OF ANY THIRD PARTY BY WAY OF INFRINGEMENT OR THE LIKE.

Product Markings. Customer shall not remove or alter any tags, labels, or identifying markings of any kind placed on any Products by Seller.

Excusable Delays. If the performance of any obligation, except payment of moneys due, is prevented, delayed, restricted, or interfered with in any way by reason of any Act of God, fire, flood, explosion, failure of machinery, strikes, lockouts, or labor trouble, supply of fuel, power, materials, containers or transportation, or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the party to whom the performance is due, shall be excused from such performance to the extent of such interference. Each party shall use reasonable efforts to remove or resolve such interference with performance as promptly as reasonably possible.

Sale of Goods Outside the United States. The rights and obligations of the Customer and Seller shall not be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather, their rights and obligations shall be governed by these invoice terms and conditions of sale and the laws of the State of Missouri, including its provisions of the Uniform Commercial Code. Regardless of terms of shipment, title to and risk of loss of goods shall pass to Customer upon clearance through Customs in the country of delivery; however, for goods designated with an asterisk (*) on the face of this invoice, title to and risk of loss shall pass within the United States. This section shall be applicable only to the sales of Products delivered outside the United States

General. No representation, promise, waiver, amendment, or modification of these terms and conditions shall be binding unless in writing and signed by an authorized representative of Seller. This Agreement shall be governed by the laws of the State of Missouri (excluding those addressing choice of law). The parties hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts of the State of Missouri for resolution of any dispute related to or arising out of this sale. Acceptance by Customer of the Products shall constitute acceptance of all the terms and conditions contained herein. Products sold and delivered within the United States are for domestic use only. Any resale or – distribution of Products is prohibited except with express written authorization by Seller. The captions herein are for convenience only and do not modify or explain any of the terms of this Agreement.