General Terms and Conditions of Sale of Resuscitec GmbH and its affiliate Resuscitec Corp.

1. Scope of Application

1. These General Terms and Conditions of Sale (“Terms”) govern all quotations, offers, sales, and deliveries of medical devices and related components, including consumables (“Products”) by Resuscitec GmbH and its affiliate Resuscitec Corp. (together, “Seller”) to any purchaser (“Buyer”).
   
   
2. These Terms apply exclusively to commercial transactions. Buyer represents and warrants that it is acquiring Products solely for professional, clinical, institutional, or business use and not as a consumer.
   
   
3. Any terms proposed by Buyer that are inconsistent with, additional to, or different from these Terms are rejected unless expressly accepted in a writing signed by Seller.
   
   
4. Course of dealing, usage of trade, or course of performance shall not modify these Terms under UCC §1‑303.
   
   

2. Offers, Orders, and Acceptance

1. All quotations are non‑binding unless expressly stated otherwise.
   
   
2. Buyer’s purchase order constitutes an offer. Seller’s acceptance occurs only upon (i) written confirmation, or (ii) shipment of Products.
   
   
3. Seller may reject any order in its discretion, including orders inconsistent with regulatory requirements, allocation limits, or clinical appropriateness.
   
   
4. If, after acceptance of Buyer’s purchase order or formation of any contract for the sale of Products, Seller in its reasonable judgment determines that Buyer’s financial condition or liquidity has materially deteriorated or that Buyer may be unable to perform its payment obligations when due, Seller may, at its option and without liability: (i) require Buyer to provide adequate assurance of performance in accordance with UCC §2‑609, including but not limited to full or partial advance payment, an irrevocable letter of credit, or other security acceptable to Seller; (ii) suspend any further performance, including shipment of Products, until such assurance is received; or (iii) withdraw from or cancel the contract with respect to any undelivered Products.
   
   

3. Prices and Payment Terms

1. Prices in Seller’s latest price list are subject to change at any time at the discretion of Seller.
   
   
2. Prices are stated in U.S. dollars and exclude all taxes, duties, freight and insurance. Buyer shall pay all applicable federal, state, and local taxes.
   
   
3. Buyer acknowledges and agrees that a processing surcharge of $15 (Fifteen Dollars) will be added to any order value of less than $250 (Two Hundred and Fifty Dollars).
   
   
4. Payment terms are net 30 days from invoice date unless otherwise agreed in writing.
   
   
5. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
   
   

4. Delivery; Title; Risk of Loss

1. Delivery terms are FCA Seller’s facility (Incoterms 2020) unless otherwise agreed in writing.
   
   
2. Risk of loss passes to Buyer upon delivery to the carrier under UCC §2‑509.
   
   
3. Title passes upon Seller’s receipt of full payment. Until paid in full, Seller retains a purchase‑money security interest in the Products under UCC §9‑103 and Buyer authorizes Seller to file financing statements.
   
   
4. Buyer is solely responsible for arranging and paying all freight, transportation, and insurance for the Products. Notwithstanding the delivery term FCA Seller’s facility (Incoterms 2020), Seller may, at Buyer’s request or for Buyer’s convenience, arrange freight, transportation, and/or insurance on Buyer’s behalf. Any such arrangement is performed strictly as a courtesy, does not alter the delivery term, and does not modify the point at which risk of loss transfers to Buyer, which shall occur when the carrier takes possession of the Products in accordance with UCC §2‑509. All freight charges, insurance premiums, accessorial fees, and related costs incurred by Seller shall be invoiced to Buyer and paid by Buyer in full.
   
   

5. Pass‑Through Terms; Third‑Party Beneficiary Rights

1. Any Buyer, acting as a distributor of the Products (“Distributor”) shall ensure that each customer, hospital, physician, physician group, or other end‑user of the Products (“End Customer”) enters into an agreement to ensure proper use, training, confidentiality, regulatory compliance, and protection of Seller’s intellectual property and trade secrets. Distributor shall also incorporate Seller’s Terms into all agreements governing the sale or use of Products by any End Customer. Distributor shall not make any representation or warranty on behalf of Seller and shall not modify, omit, or contradict any Seller‑provided terms.
   
   
2. Seller is an intended third‑party beneficiary of all agreements between Distributor and any End Customer relating to the Products. Seller shall have the independent right, but not the obligation, to enforce any of the Terms directly against any End Customer, including rights relating to confidentiality, product handling, warranty limitations, regulatory compliance, and any other obligations that protect Seller’s Products, intellectual property, or business interests.
   
   
3. Nothing contained in this section shall limit or restrict Seller’s rights or remedies against Distributor for any breach, default, or non‑payment. Seller may pursue remedies against Distributor, any End Customer, or both, in Seller’s sole discretion, to the fullest extent permitted by law.
   
   

6. Inspection and Acceptance

1. Buyer shall inspect Products promptly upon receipt.
   
   
2. Buyer shall notify Seller in writing of any obvious defect or nonconformity within five (5) business days after receipt of the Products. Buyer shall notify Seller in writing of any hidden or latent defect within five (5) business days after Buyer discovered or, using reasonable diligence, should have discovered such defect.
   
   
3. Failure to provide timely notice constitutes acceptance under UCC §2‑606 and waiver of all claims relating to nonconformities discoverable upon reasonable inspection.
   
   

7. Returns

1. No Product may be returned without Seller’s prior written authorization.
   
   
2. Products that are sterile or single‑use and any Products ordered in special packaging are not returnable unless defective.
   
   
3. Risk of loss and all costs of transport of returned goods shall be borne by Customer.
   
   

8. Use of Products; Regulatory Compliance

1. Buyer shall use Products only in accordance with:
   • FDA regulations applicable to Class II medical devices,
   • Seller’s instructions for use (IFU),
   • Good clinical practice,
   • All applicable federal and state laws.
2. Buyer shall ensure that only qualified personnel operate the Products.
   
   
3. Buyer shall not modify, alter, or repair Products without Seller’s written consent.
   
   

9. Limited Warranty

1. Seller warrants that Products will materially conform to Seller’s published specifications at the time of shipment and will be free from defects in materials and workmanship for one (1) year from delivery.
   
   
2. This warranty does not apply to:
   • misuse, improper installation, or unauthorized repair;
   • use inconsistent with Seller’s Instructions for Use (“IFU”);
   • normal wear and tear;
   • consumables or single‑use components;
   • damage caused by third‑party equipment or accessories.
3. Buyer’s exclusive remedy is repair or replacement of the nonconforming Product, at Seller’s option.
   
   
4. If repair or replacement is impracticable, Seller may refund the purchase price.
   
   
5. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
   
   

10. Limitation of Liability

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE FOR:
   • incidental, consequential, special, exemplary, or punitive damages;
   • lost profits, lost revenue, loss of use, or business interruption;
   • damages arising from delays or delivery failures;
   • claims based on Buyer’s misuse or unauthorized modification of Products.
2. Seller’s total cumulative liability for any claim arising out of the sale or use of Products shall not exceed the amount paid by Buyer for the specific Product giving rise to the claim.
   
   
3. These limitations apply to all claims, whether based on contract, tort, strict liability, product liability, indemnity, or otherwise.
   
   

11. Statute of Limitations

Any claim by Buyer arising out of or relating to any alleged defect in the Products, whether based on warranty, contract, tort, or any other theory, must be brought within one (1) year after the date the Products were delivered to Buyer, and any claim not brought within such period is forever barred.

12. Indemnification

Buyer shall indemnify, defend, and hold harmless Seller from all claims, damages, losses, and expenses arising from: i) Buyer’s misuse or improper handling of Products; ii) Buyer’s violation of laws or regulations; iii) Buyer’s failure to follow IFU; iv) Buyer’s negligent or wrongful acts or omissions.

13. No Medical Advice

Seller does not provide medical, clinical, or therapeutic advice. Buyer is solely responsible for determining the appropriateness of the Product for any clinical application.

14. Force Majeure

Seller is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, labor disputes, supply chain disruptions, epidemics, regulatory actions, or transportation failures.

15. Confidentiality

1. In connection with the sale, delivery, use, servicing, or training relating to the Products, Seller may disclose to Buyer certain confidential, proprietary, or trade secret information, whether disclosed orally, visually, electronically, or in writing (“Confidential Information”). Confidential Information includes, without limitation: (i) training materials, clinical protocols, operating instructions, and technical data; (ii) product specifications, performance characteristics, and design details; (iii) manufacturing methods, quality processes, and regulatory documentation; (iv) pricing, commercial terms, and business strategies; and (v) any information that is marked or otherwise identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes trade secrets as defined under the Defend Trade Secrets Act (18 U.S.C. §1839).
   
   
2. Buyer shall maintain all Confidential Information in strict confidence and shall not disclose it to any third party without Seller’s prior written consent. Buyer shall use Confidential Information solely for Buyer’s internal clinical, operational, or administrative purposes related to the proper use of the Products and for no other purpose. Buyer shall not copy, reproduce, distribute, publish, or create derivative works from any Confidential Information except as expressly authorized by Seller in writing.
   
   
3. Upon the earlier of (i) Buyer’s cessation of use of the Products, (ii) Buyer’s discontinuation of purchases from Seller, or (iii) Seller’s written request, Buyer shall promptly return or, at Seller’s direction, securely destroy all Confidential Information in its possession or control, including all copies, summaries, notes, and derivative materials. Upon request, Buyer shall certify in writing that such return or destruction has been completed.
   
   
4. Survival. Buyer’s obligations under this Section shall survive termination, expiration, or completion of any contract or transaction between the parties and shall continue for as long as the Confidential Information remains confidential or constitutes a trade secret under applicable law.
   
   

16. Export Controls

Buyer shall comply with all applicable U.S. export control laws and regulations including EAR and OFAC. Buyer shall not export Products without required government authorization and written permission of Seller.

17. Governing Law; Venue

These Terms and any dispute arising out of or relating to the sale or use of the Products shall be governed by the laws of the State of Delaware, including the Uniform Commercial Code as adopted therein. Buyer irrevocably consents to the jurisdiction of the state and federal courts located in Maryland and agrees that such courts shall have personal jurisdiction over Buyer for any dispute arising out of or relating to these Terms. Seller may bring any action arising out of or relating to these Terms in the courts of Maryland or Delaware, in Seller’s sole discretion.

18. Miscellaneous

1. These Terms constitute the entire agreement between the parties.
   
   
2. No waiver is effective unless in writing.
   
   
3. If any provision is held invalid, the remaining provisions remain enforceable.
   
   
4. Buyer may not assign any rights or obligations without Seller’s written consent.