TERMS AND CONDITIONS OF SALE

Polypico Technologies Ltd. products represent a substantial investment in development effort by Polypico Technologies Ltd., and as such have substantial competitive value. The customer agrees that it shall not, at any time, directly or indirectly:

1. 1. make any Polypico Technologies Ltd. product, or any of its associated hardware, software, documentation, intellectual property, consumables, or related information available to any third party in any form or manner without prior written consent of Polypico Technologies or
   2. use, or facilitate others to use, any Polypico Technologies product, or any of its associated hardware, software, documentation, consumables, intellectual property, or related information in any form or manner that is competitive with Polypico Technologies Ltd. business or
   3. reverse engineer, copy in whole or in part, modify, integrate, redistribute, recreate, decode or disassemble, any hardware, software, consumable or other goods which have been supplied either directly, or indirectly, by PolypicoTechnologies Ltd., without prior express written consent.

Any order by a person (“Buyer”) for goods (an “Order”), if accepted, is accepted subject to these Polypico Technologies Ltd. Terms and Conditions of Sale (“T&Cs”), which are incorporated into any acceptance, acknowledgement, invoice and other document issued by Polypico Technologies Ltd. (“Seller”) in response to such Order (each a “Response”), and any reference thereto shall include these T&Cs. No waiver, alteration, or modification of these T&Cs shall be valid unless expressly agreed to in writing by Seller. The T&Cs constitute the entire agreement between the parties and any different, additional or conflicting terms or conditions set forth in Buyer’s purchase order or any other document issued by Buyer are expressly objected to by Seller and the terms hereof, including those contained in the applicable Response, shall exclusively govern the purchase and sale of the goods covered by the Response unless there is another manually signed agreement between the parties, which shall control to the extent there is a conflict between the terms of such agreement and these T&Cs.

1. Order Confirmation: Any quotation is confirmed as an order on receipt of a PO.
2. Payment Terms. Net 15 days from the date of invoice. Buyer agrees that any overdue amounts shall be subject to a late payment charge on the overdue balance of 1.5% per month or such lesser amount as is the maximum rate of interest allowed by law. Buyer shall pay any and all reasonable costs, including legal fees, incurred by Seller while collecting any delinquent balance.
3. The Seller list or quoted price, which is subject to change without notice. The goods are invoiced at prices in effect on date of shipment.
4. Delivery Terms. All goods are sold Ex-Works at Seller’s facility (“Shipping Point”). Seller’s obligation to deliver the goods shall be fulfilled when it has delivered the same in good condition to a carrier at the Shipping Point. Unless otherwise specified, applicable transportation, freight, insurance, loading, packaging and handling charges, taxes, duties, fees, storage,
   customs, and all other charges applicable to the goods are not included in the quotation and are the buyers responsibility. Buyer shall not be responsible for any taxes based on Seller’s income. Buyer shall insure each shipment of goods with a reputable insurer for 110% of the full invoice value of such shipment and shall name Seller as an additional insured. Dates for delivery are estimates, not guarantees, and are determined from the date of Seller’s receipt of a written purchase order. Overtime and other expenses incurred to hasten delivery at Buyer’s request shall be added to the quoted prices and paid by Buyer. Shipment of goods ready for delivery can be deferred beyond the date for delivery only with Seller’s written consent.
5. Title/Security. Title to the goods shall be retained by Seller, as a vendor’s lien, until such goods are paid for in full by Buyer. Buyer hereby grants Seller and Seller hereby reserves a purchase money security interest in and to the goods sold to Buyer together with all proceeds thereof to secure Buyer’s performance and payment. Buyer agrees upon Seller’s request to do all acts and execute all documents reasonably necessary to assist Seller’s perfection and maintenance of any such security title and right of possession, including, but not limited to, executing and filing documents with the appropriate governmental agency.
6. Orders. Buyer shall submit a purchase order (“Purchase Order”) for the goods which shall, at a minimum, include:
   (a) part number of the goods ordered;
   (b) quantity;
   (c) price of the goods;
   (d) requested delivery date; and
   (e) shipping instructions and shipping address, including a statement that the goods will be shipped “EXW Shipping Point” or “EXW Origin” and if the Purchase Order states otherwise, the shipping terms shall be Ex-Works Shipping Point. All Purchase Orders are subject to acceptance by Seller. Buyer shall be responsible for all additional costs resulting from errors made in connection with telephone or hand written Purchase Orders accepted by Seller and any errors related to such a Purchase Order must be disputed within 72 hours from Seller’s receipt of the Purchase Order. Confirming Purchase Orders are not accepted by Seller. If such a confirming Purchase Order is sent to Seller, it may be treated as an original open Order and duplicated. Seller will not be responsible for expenses or inconveniences incurred thereby. If Buyer’s Order is in the form of a blanket Purchase Order, Buyer agrees that each release shall be treated as a separate sales transaction hereunder, that all releases shall be noncancellable and, unless agreed in writing by Seller, all releases under such blanket Purchase Order shall be accepted by Buyer within 12 months of Seller’s Order acknowledgement.
7. Order Cancellation/Amendment. Orders cannot be cancelled or amended except with Seller’s written consent or by the Seller at their sole discretion. Cancellation charges may be applied at Seller’s discretion. Seller may, in its sole discretion and without liability, alter the specifications for any goods.
8. Buyer shall conduct any incoming inspection tests on the goods within 10 days of delivery. In the event of any shortage, damage or discrepancy in or to a shipment of goods or pricing discrepancies, Buyer shall promptly give notice, but in no event later than within 30 days of delivery, thereof to Seller and shall furnish such written evidence or other documentation as Seller reasonably may deem appropriate. If such evidence indicates, in Seller’s reasonable judgment, that such shortage, damage or discrepancy existed at the time of delivery of the goods to the carrier, Seller shall promptly deliver additional or substitute goods to Buyer; provided, however, that Seller may, in its sole discretion, require Buyer to return all damaged goods prior to delivery of substitute goods.
9. Intellectual Property and proprietary rights. Buyer acknowledges that Polypico Technologies Ltd. is the sole owner of all Intellectual Property, knowhow and trade secrets that relate to the Products and consumables, and the use thereof. No right or license in Intellectual Property is granted to Buyer by implication, estoppel or otherwise, unless, and only to the extent, expressly set forth herein or in other written documentation provided by Polypico Technologies Ltd. Except as required by law or as expressly set forth in other written documentation provided by Polypico Technologies Ltd.
10. As used herein, “Intellectual Property” shall mean any and all Polypico copyrights, patents, trademarks, trade names, logos, Software, documentation, technical and manufacturing techniques, concepts, methods, designs, specifications and other proprietary information relating to the Products or consumables or goods supplied.
11. Limited Liability. Limitation of Liability to the fullest extent permitted by law. Polypico Technologies Ltd. shall not be liable for any use, or misuse, or injury, or loss of earnings, or loss of potential earnings, related to any product or goods supplied or product or goods which have utilised Polypico Technologies Ltd. products consumables or goods in their creation.
12. Polypico Technologies Ltd. makes no warranties, express, or conditional, or implied, whether written, or oral, other than the hardware limited warranty, which is associated with the goods purchased and paid for by the Buyer. Polypico Technologies Ltd. expressly disclaims all warranties not stated in the hardware limited warranty including any implied warranties of merchantability and suitability for a particular purpose.
13. Polypico Technologies Ltd. products are for Research Use Only and not for use in diagnostic procedures.
14. Legal interpretation. This Agreement shall be construed and interpreted in accordance with the laws of Ireland.