SHORELINE HEALTHCARE SUPPLY LLC COMPANY TERMS AND CONDITIONS OF SALE

THESE TERMS AND CONDITIONS APPLY TO ALL GOODS AND/OR SERVICES (“PRODUCTS”) SOLD AND/OR PERFORMED BY SHORELINE HEALTHCARE SUPPLY LLC COMPANY (“SHORELINE HEALTHCARE SUPPLY LLC”) AND ARE INCORPORATED INTO EACH AND EVERY SALES ORDER, QUOTATION OR OTHER DOCUMENT ISSUED BY SHORELINE HEALTHCARE SUPPLY LLC. BY PURCHASING PRODUCTS FROM SHORELINE HEALTHCARE SUPPLY LLC, CUSTOMER INDICATES THAT IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS WITHOUT MODIFICATION.

1. Offer; Acceptance; Exclusive Terms of Contract. SHORELINE HEALTHCARE SUPPLY LLC’s sales order, quotation or other offer document, together with these Terms and Conditions (“Sales Order”) constitutes SHORELINE HEALTHCARE SUPPLY LLC’s offer to the customer identified in the Sales Order (“CUSTOMER”) to sell the Products identified in the Sales Order and otherwise to enter into the agreement the Sales Order describes and the Sales Order shall be the complete and exclusive statement of such offer and agreement (“Contract”). The Contract is formed when CUSTOMER accepts the Sales Order by written acknowledgement or by the issuance to SHORELINE HEALTHCARE SUPPLY LLC of a purchase order or other document for the purchase of the Products (“Purchase Order”). Acceptance is expressly limited to these Terms and Conditions and the terms and conditions expressly referenced on the face of the Sales Order. Notwithstanding any contrary provision in CUSTOMER’s Purchase Order, neither SHORELINE HEALTHCARE SUPPLY LLC’s failure to object to CUSTOMER’s terms and conditions, nor SHORELINE HEALTHCARE SUPPLY LLC’s delivery of Products, commencement of performance, or any other conduct in furtherance of SHORELINE HEALTHCARE SUPPLY LLC’s supply of the Products to CUSTOMER shall constitute acceptance of CUSTOMER’s terms and conditions. Where a Sales Order and/or Purchase Order is not issued as described above, SHORELINE HEALTHCARE SUPPLY LLC’s order acknowledgement or other confirmation document, together with these Terms and Conditions, shall be the complete and exclusive statement of the Contract described herein. Once accepted, all Purchase Orders are FINAL and are not subject to cancellation by CUSTOMER. If CUSTOMER desires to cancel all or part of a final order, it shall promptly contact SHORELINE HEALTHCARE SUPPLY LLC. Any decision by SHORELINE HEALTHCARE SUPPLY LLC as to whether to cancel all or part of a Purchase Order is in SHORELINE HEALTHCARE SUPPLY LLC’s sole discretion, including any additional terms that may be imposed.

2. Adjustments. SHORELINE HEALTHCARE SUPPLY LLC reserves the right to equitably adjust the price and delivery terms of the Contract in the event of, and as a condition to, any changes in the specifications, timing, quantity or other requirements for Products or the scope of any work covered by the Contract. SHORELINE HEALTHCARE SUPPLY LLC may substitute or modify any component parts, sources of raw materials, processes, or manufacturing sites.

3. Shipping and Delivery. All sales of Products are F.O.B. SHORELINE HEALTHCARE SUPPLY LLC’s facility unless otherwise expressly stated in the Sales Order. Where Products are shipped, responsibility of SHORELINE HEALTHCARE SUPPLY LLC shall cease upon delivery to and receipt of the Products by a common carrier at which point CUSTOMER will bear all risk of loss for the Products. Deliveries of Products may be changed, deferred or canceled by CUSTOMER only upon specific agreement in writing by SHORELINE HEALTHCARE SUPPLY LLC and SHORELINE HEALTHCARE SUPPLY LLC may condition such agreement upon CUSTOMER’s assumption of liability and payment to SHORELINE HEALTHCARE SUPPLY LLC for: (a) all completed work at the Contract price; (b) a sum equal to the costs of work in process including costs accrued for labor and material, (c) any amount for which SHORELINE HEALTHCARE SUPPLY LLC is liable by reason of commitments made by SHORELINE HEALTHCARE SUPPLY LLC to its suppliers and/or subcontractors, and (d) any other loss, cost or expense of SHORELINE HEALTHCARE SUPPLY LLC as a result of such change, deferment or cancellation.

4. Payment Terms. Unless otherwise expressly stated in the Sales Order, all accounts are due and payable in U.S. currency with a 50% deposit down at the time of the Sales Order and the balance due immediately upon delivery of the Products. If any payment owed to SHORELINE HEALTHCARE SUPPLY LLC is not paid when due, it shall bear interest at the lesser of 18% per annum (1.5% per month) or the maximum rate permitted by law, from the date on which it is due until it is paid. Credit and delivery of Products shall be subject to SHORELINE HEALTHCARE SUPPLY LLC’s approval. In the event CUSTOMER defaults under its payment terms or SHORELINE HEALTHCARE SUPPLY LLC otherwise deems itself insecure for any reason, SHORELINE HEALTHCARE SUPPLY LLC may, without notice, suspend deliveries of Products, cancel all credit available to CUSTOMER, require that any invoices outstanding be immediately due and payable in full, and refuse to make any further credit advances. CUSTOMER is prohibited from and shall not setoff against or recoup from or otherwise debit, chargeback or net from any amounts due or to become due from CUSTOMER or its affiliates any amounts due or to become due from SHORELINE HEALTHCARE SUPPLY LLC or its affiliates, whether arising under the Contract or under any other agreement. CUSTOMER shall be responsible for all costs and attorney’s fees incurred by SHORELINE HEALTHCARE SUPPLY LLC in collecting or enforcing payment under the Contract.

5. Prices. Unless otherwise expressly stated in the Sales Order, prices for Products do not include storage, handling, packaging or transportation charges, service charges or entry fees from outside facilities or any applicable federal, state, local or foreign duties or taxes. SHORELINE HEALTHCARE SUPPLY LLC reserves the right to increase Product prices in the event of increases in its raw material or component costs, labor costs or other costs or expenses arising after the date of the Sales Order. The price for Products sold by SHORELINE HEALTHCARE SUPPLY LLC that are finished products manufactured by third parties shall be SHORELINE HEALTHCARE SUPPLY LLC’s price in effect at the time of shipment to CUSTOMER.

6. Limited Warranty. SHORELINE HEALTHCARE SUPPLY LLC warrants that at the time of delivery to CUSTOMER, the Products will (a) be free from defects in material, but only to the extent such materials are warranted to SHORELINE HEALTHCARE SUPPLY LLC by the third-party manufacturers or other vendors of such materials, (b) be free from defects in SHORELINE HEALTHCARE SUPPLY LLC’s workmanship, and (c) conform to the specifications that are a part of the Sales Order. Notwithstanding the foregoing, as to any Products sold by SHORELINE HEALTHCARE SUPPLY LLC that are finished products manufactured by third parties, the warranty delivered to SHORELINE HEALTHCARE SUPPLY LLC by the manufacturer or other vendor of such Products shall, to the extent assignment is permitted by the terms thereof, be assigned to CUSTOMER and shall be expressly in lieu of any other warranty, express or implied, of or by SHORELINE HEALTHCARE SUPPLY LLC for such Products. CUSTOMER shall make available for inspection and testing by SHORELINE HEALTHCARE SUPPLY LLC all Products claimed by CUSTOMER to be defective or nonconforming. Any claim for defective or nonconforming Products must be verified by SHORELINE HEALTHCARE SUPPLY LLC and, upon verification, SHORELINE HEALTHCARE SUPPLY LLC’s liability shall be limited to the replacement or repair, at SHORELINE HEALTHCARE SUPPLY LLC’s election, of such part of the Product in question as SHORELINE HEALTHCARE SUPPLY LLC may determine is defective or nonconforming. THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND SHORELINE HEALTHCARE SUPPLY LLC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SHORELINE HEALTHCARE SUPPLY LLC SPECIFICALLY, BUT NOT BY WAY OF LIMITATION, DISCLAIMS ANY AND ALL LIABILITY FOR THE USE OR PERFORMANCE OF THE PRODUCTS IN THE APPLICATION(S) SELECTED BY CUSTOMER AND/OR ANY THIRD PARTY. SHORELINE HEALTHCARE SUPPLY LLC FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR PRODUCTS THAT ARE FURTHER PROCESSED BY CUSTOMER OR ANY THIRD PARTY OR IN ANY WAY CHANGED BY CUSTOMER OR ANY THIRD PARTY FROM THE PRODUCTS DELIVERED BY SHORELINE HEALTHCARE SUPPLY LLC; THAT ARE DAMAGED OR CAUSE DAMAGE AS A RESULT OF MISUSE, ACCIDENT, NEGLECT, OR IMPROPER INSTALLATION, HANDLING, CLEANING, MAINTENANCE, STORAGE, SECUREMENT, TRANSPORTATION, ALTERATIONS OR REPAIRS ON THE PART OF CUSTOMER OR ANY THIRD PARTY; OR THAT ARE DAMAGED OR CAUSE DAMAGE AS A RESULT OF VANDALISM, ACTS OF GOD, ANIMALS, POOLING OF WATER, SNOW OR ICE, CONTACT WITH SHARP OR OBTRUSIVE OBJECTS, CORROSIVE ENVIRONMENTS, POOR VENTILATION, OR EXPOSURE TO ENVIRONMENTAL POLLUTANTS, ABRASIVES, CHEMICALS, SOLVENTS, CLEANING AGENTS, LUBRICANTS OR OTHER HARSH SUBSTANCES.

7. Returns. No returned Products will be accepted for any reason unless a valid return authorization for such Products is first secured from an authorized representative of SHORELINE HEALTHCARE SUPPLY LLC and such return is shipped in accordance with SHORELINE HEALTHCARE SUPPLY LLC’s instructions.

8. Termination. Neither CUSTOMER nor SHORELINE HEALTHCARE SUPPLY LLC shall have any right to terminate the Contract, or any part thereof, except where the other party materially defaults in any of its obligations under the Contract and the default is not cured within thirty (30) days after written notice to the defaulting party by the non-defaulting party. Upon any such termination by either party, (a) SHORELINE HEALTHCARE SUPPLY LLC shall be relieved of any further obligation to CUSTOMER (including, without limitation, any obligation with respect to production or delivery), (b) CUSTOMER shall be liable to SHORELINE HEALTHCARE SUPPLY LLC for the immediate payment of amounts then billed to date by SHORELINE HEALTHCARE SUPPLY LLC to CUSTOMER, (c) CUSTOMER shall purchase and pay SHORELINE HEALTHCARE SUPPLY LLC immediately for all raw materials, components, work in process and finished goods acquired or produced by SHORELINE HEALTHCARE SUPPLY LLC in connection with the Contract, and (d) CUSTOMER shall immediately reimburse SHORELINE HEALTHCARE SUPPLY LLC for all other loss, cost or expense of SHORELINE HEALTHCARE SUPPLY LLC as a result of the termination of the Contract.

9. Liability Limitation. IN NO EVENT SHALL SHORELINE HEALTHCARE SUPPLY LLC’S LIABILITY ARISING OUT OF OR RESULTING FROM ANY CONTRACT, INCLUDING, WITHOUT LIMITATION, FOR THE DESIGN, MANUFACTURE, SALE, DELIVERY, INSTALLATION, HANDLING, CLEANING, STORAGE, REPAIR, REPLACEMENT OR USE OF ANY PRODUCT, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE PRODUCTS THAT ARE ALLEGED TO BE DEFECTIVE OR NONCONFORMING OR THE CAUSE OF ANY LOSS OR DAMAGE, WHETHER FOUNDED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL SHORELINE HEALTHCARE SUPPLY LLC BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF ANTICIPATED PROFITS, LOSS OF USE, LOSS OF REVENUE AND COST OF CAPITAL) ARISING OUT OF OR RELATING TO ANY CONTRACT OR ANY PRODUCTS. ANY CLAIM BY CUSTOMER AGAINST SHORELINE HEALTHCARE SUPPLY LLC ARISING OUT OF OR RELATING TO ANY CONTRACT OR ANY PRODUCTS CANNOT BE FILED, MADE OR MAINTAINED, AND SHALL BE DEEMED WAIVED, UNLESS FILED WITHIN TWELVE (12) MONTHS AFTER SHORELINE HEALTHCARE SUPPLY LLC HAS SHIPPED OR PROVIDED THE PRODUCTS IN QUESTION. THE LIMITATIONS ON SHORELINE HEALTHCARE SUPPLY LLC’S LIABILITY UNDER THIS SECTION 10 SHALL APPLY NOTWITHSTANDING ANY PROVISIONS OF ANY MANUFACTURER OR OTHER VENDOR WARRANTY REFERENCED UNDER SECTION 6 HEREOF.

10. Compliance. CUSTOMER shall be solely responsible for compliance with any international, federal, state or local or laws, rules, regulations and ordinances or any industry standards that may be applicable to the Products. CUSTOMER agrees to adhere to all applicable US Export laws and regulations with respect to the products.

11. Proprietary Materials. SHORELINE HEALTHCARE SUPPLY LLC shall have and retain all rights, title and interest, including all intellectual property rights, in and to all Products and associated materials, including, without limitation, all related reports, specifications, drawings, designs, computer programs and any other property, tangible or intangible, furnished by SHORELINE HEALTHCARE SUPPLY LLC in connection with or under the Contract (“Proprietary Materials”). No Proprietary Materials created by SHORELINE HEALTHCARE SUPPLY LLC in connection with or pursuant to the Contract shall be considered “works made for hire” as that term is used in connection with the U.S. Copyright Act.

12. Confidentiality. CUSTOMER shall maintain the confidentiality of all technical, business or financial information of SHORELINE HEALTHCARE SUPPLY LLC (“Confidential Information”) in the same manner in which it protects its own confidential information of like kind, but in no event shall CUSTOMER take less than reasonable precautions to prevent the unauthorized disclosure, publication, dissemination or use of the Confidential Information. Upon termination of the Contract, CUSTOMER shall return the Confidential Information and shall not use the Confidential Information for its own, or any third party’s, benefit.

13. Excusable Delay. SHORELINE HEALTHCARE SUPPLY LLC shall not be liable for any delay or failure to perform if such delay or failure to perform is caused by circumstances beyond its reasonable control, including without limitation acts of God or public authority, riots or other public disturbances, labor disputes of any kind, power failures, pandemics, failure of CUSTOMER to provide required information, failure of CUSTOMER to provide adequate containers, or the change in cost or availability of raw materials, components or services based on market conditions, supplier actions or contract disputes. During any such delay or failure to perform by SHORELINE HEALTHCARE SUPPLY LLC, SHORELINE HEALTHCARE SUPPLY LLC’s obligations under the Contract shall be suspended and SHORELINE HEALTHCARE SUPPLY LLC shall not have any obligation to provide CUSTOMER with Products from other sources or to pay or reimburse CUSTOMER for any additional costs to CUSTOMER of obtaining substitute Products. SHORELINE HEALTHCARE SUPPLY LLC may, during any period of shortage due to any of the above circumstances allocate its available supply of Products among itself and its customers in any manner that SHORELINE HEALTHCARE SUPPLY LLC deems fair and reasonable in its sole discretion.

14. Assignment. The Contract shall not be assigned in whole or in part by CUSTOMER without the prior written consent of SHORELINE HEALTHCARE SUPPLY LLC.

15. Waiver. Waiver by SHORELINE HEALTHCARE SUPPLY LLC of any of the terms or conditions of the Contract shall be effective only if in writing and signed by SHORELINE HEALTHCARE SUPPLY LLC, and shall not constitute a waiver of such terms as to any subsequent events or conditions, whether similar or dissimilar. No course of dealing or custom in the trade shall constitute a modification or waiver by SHORELINE HEALTHCARE SUPPLY LLC of any right.

16. Survival. These Terms and Conditions shall survive and continue in full force and effect following the expiration, cancellation or termination of any Contract.

17. Entire Agreement. These Terms and Conditions and any other terms and conditions, attachments, exhibits or supplements expressly referenced on the face of the Sales Order, constitute the entire agreement and Contract between SHORELINE HEALTHCARE SUPPLY LLC and CUSTOMER with respect to the matters contained herein and therein and supersede all prior oral or written representations and agreements. Except as otherwise provided in these Terms and Conditions, the Contract may only be modified by a written agreement signed by SHORELINE HEALTHCARE SUPPLY LLC.

18. Governing Law; Jurisdiction; Venue. Each Contract and any other documentation between SHORELINE HEALTHCARE SUPPLY LLC and CUSTOMER for the Products shall be governed by the internal laws of the State of California without regard to any applicable conflict of laws provisions. The United Nations Convention on the International Sale of Goods is expressly excluded. CUSTOMER consents to the exclusive jurisdiction of the Courts of the State of California located in San Diego, California and the United States District Court for the Southern District of California for any action or proceeding arising out of, or in connection with, each Contract and any other documentation between SHORELINE HEALTHCARE SUPPLY LLC and CUSTOMER for the Products. CUSTOMER specifically waives any and all objections to venue in such courts.