ACCEPTANCE GOVERNING PROVISIONS.

KING SCIENTIFIC (Company/Seller) acknowledges receipt of Buyer's order, and accepts Buyer's order expressly conditional on Buyer's assent to the terms and conditions herein contained, whether additional to or different from those contained in Buyer's purchase order or any other form or document heretofore or hereafter supplied by Buyer or Seller. Buyer will be deemed to have assented to those terms and conditions unless Seller receives written notice of any objection within 7 days after Buyer's receipt of this form. Seller's failure to object to provisions contained in any purchase order or any other form or document from Buyer shall not be construed as a waiver of these terms and conditions nor an acceptance of any such provision. This contract and the terms and conditions shall be governed by and construed in accordance with the laws of Hong Kong.

CHANGES, CANCELLATIONS.

No change by Seller of any term or condition of this contract or any of Seller's rights to remedies hereunder shall be binding on Seller, nor shall the order hereby acknowledged be cancelled or changed by Buyer, unless Seller shall expressly consent hereto in writing by Seller's authorized officer. There are no representations, agreements, promises or understandings between Buyer and Seller that are not expressed herein.

DELIVERY, CLAIMS, DELAYS, RETURNS.

Unless specified in writing, all sales are F.O.B. Seller's shipping point. "F.O.B" means "ex factory" as stated in the "incoterms 1953" published by the International Chamber of Commerce, Paris, France. Delivery of goods to the carrier at Seller's plant or other loading point shall constitute delivery to Buyer. Regardless of shipping terms, all risk of loss or damage in transit shall be borne by Buyer. Seller reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries. Immediately upon Buyer's receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims for shortages, defects or damages and shall hold the goods for Seller's written disposition. If Buyer shall fail to so notify Seller within 7 days after the goods have been received by Buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer. Seller shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond Seller's reasonable control, including without limitation, unsuccessful reactions, act of Buyer, embargo or other governmental act regulation or request affecting the conduct of Seller's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power. Goods may not be returned for credit except with Seller's written permission, and then only in strict compliance with Seller's return of shipment instructions.

ALLOCATION OF GOODS.

If Seller is unable for any reason to supply the total demands for goods specified in Buyer's order, Seller may allocate its available supply among any or all buyers on such basis as Seller may deem fair and practical, without liability for any failure of performance which may result.

PAYMENT.

Terms of sale are payment prior to shipment, unless otherwise stated. Materials will be billed at the price in effect at the time shipment is made. If the financial condition of Buyer does not justify the terms of payment specified, Seller may demand full or partial payment in advance before proceeding with the contract. If Buyer defaults in any payment when due, under this or any other order, Seller at its option without prejudice to its other lawful remedies, may defer delivery or cancel this contract.

TAXES AND OTHER CHARGES.

Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any government authority, on or measured by the transaction between Seller and Buyer shall be paid by the Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge. Due to special handling requirements and the hazardous nature of products sold, Seller will impose a hazardous packaging fee of $25.00 per box of hazardous materials shipped, and a $25.00 handling fee will be added to each invoice.

WARRANTIES.

Unless specified differently in writing, Seller warrants that its products shall conform to the description of such products as provided in the Seller's catalog.

THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

Seller's warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer has misused the products in any manner or has failed to use the products in accordance with instructions, if any, furnished by the Seller.

Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to products provided to Seller's satisfaction to be defective or non-conforming shall be, in Seller's sole discretion, (1) the replacement of such products without charge or (2) refund of the purchase price upon the disposition of such products in accordance with Seller's instructions. SELLER SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LAW WITH RESPECT TO GOODS SOLD OR TECHNICAL SERVICES RENDERED BY SELLER, OR WITH RESPECT TO ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR CONTINGENT DAMAGES.

COMPLIANCE WITH LAWS, REGULATIONS.

Seller certifies that to the best of its knowledge its products are supplied in compliance with applicable requirements of the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards Act of 1970 and regulations, rules, and orders issued pursuant thereto. Seller also certifies that to the best of its knowledge, it is in compliance with Executive Order 11246 and its regulations, rules and orders issued pursuant thereto; that it does not discriminate against any employed or prospective employee because of race, creed, color, national origin, sex, age or handicap, nor permit discrimination in any form nor maintain segregated facilities for its employees; that it actively pursues employment of minorities, females, handicapped, disabled veterans and veterans of the Vietnam era; and that it uses its best efforts to award contracts to and place purchase orders with minority business enterprises and with labor surplus area concerns and small business concerns.

BUYER'S USE OF PRODUCTS.

Seller's products are intended primarily for laboratory use and, unless otherwise indicated on Seller's invoice, other writings, or on product labels, are not to be used for other purposes, including, but not limited to as, or a component in, a food, drug, or medical device (including in vitro diagnostic reagents) or cosmetics as defined in the Federal Food, Drug and Cosmetic Act, as amended, nor as a pesticide as defined in the Federal Insecticide, Fungicide and Rodenticide Act, as amended. Buyer acknowledges that the products purchased hereunder have not been tested by Seller for safety and efficacy in a food, drug, cosmetic or pesticide unless otherwise stated by Seller in writing furnished to Buyer. Buyer expressly represents and warrants to Seller that Buyer will properly test, use, manufacture and market any products purchased from Seller and any final articles made from them in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable federal and state food, drug, device, and cosmetic and other relevant laws and regulations, now and hereinafter enacted. Buyer further warrants to Seller that any final articles manufactured from Seller's products shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be articles which may not, under Sections 404, 505, or 512 of the Act, be introduced into interstate commerce. Buyer acknowledges that Seller's products are intended primarily for laboratory use and they may not be on the inventory of Existing Chemical Substances defined pursuant to the Toxic Substances Control Act (TSCA). Seller assumes no responsibility to assure that products purchased hereunder may be used in a commercial application as defined under TSCA. Buyer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products purchased from Seller. Buyer also has the duty to warn Buyer's customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the products. Buyer agrees to comply with instructions, if any, furnished by seller relating to the use of the products and not misuse the products in any manner. If the products purchased from Seller are to be repackaged, relabeled, or used as starting material or components of other products, Buyer will verify Seller's assay of the products. Buyer agrees to indemnify and hold Seller harmless from and against any and all losses, damages and expenses (including attorney's fees and other costs of defending any action) that Seller may sustain or incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort or other theory of law, by Buyer, its officers, agents or employees, its successors or assigns, and its customers, whether direct or indirect, in connection with the use of Seller's products, or by reason of Buyer's failure to perform the obligations herein contained. Buyer shall notify Seller within 7 days of Buyer's receipt of knowledge of any accident involving Seller's products resulting in personal injury or damage to property, and Buyer shall fully cooperate with seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Seller and any investigation by Seller shall not constitute an assumption of any liability by Seller.

PATENT DISCLAIMER.

Seller does not warrant that the use or sale of the products delivered hereunder will not infringe the claims of any Hong Kong or other patent covering the product itself or the use thereof in combination with other products or in the operation of any process.

TECHNICAL ASSISTANCE.

At Buyer's request, Seller may furnish technical assistance and information with respect to Seller's products. Unless otherwise agreed, all such technical assistance and information will be provided gratis, and Buyer assumes sole responsibility for results obtained in reliance thereon. Seller makes no warranties of any kind or nature with respect to technical assistance or information provided by it. Any suggestions by Seller regarding use, application or suitability of the product shall not be construed as an express warranty unless expressly designated as such in writing signed by Seller.

MISCELLANEOUS

1. A.Severability. All provisions of this agreement shall be considered as separate items and conditions, and in the event that any one shall be held illegal, invalid or unenforceable, all other provisions hereof shall remain in full force and effect as if the illegal, invalid, or unenforceable provision were not a part hereof, provided however, that whenever possible, the illegal, invalid, or unenforceable provisions shall be deemed modified and effective to the extent it may thereby be made legal, valid and enforceable.
2. B.Binding Effect. All provisions and terms of the contract between Buyer and Seller shall inure to the benefit of and become binding upon the heirs, executors, administrators, successors, representatives, receivers, trustee, and assigns of the parties.
3. C.Assignability. Neither this agreement nor any right or interest hereby granted to the Buyer whether under the contract between Buyer and Seller or otherwise shall be assigned by the Buyer or by operation of law without the prior written consent of an authorized officer of Seller and any assignment without such written consent shall be null and void and shall not bind Seller.
4. D.BUYER, HAVING CAREFULLY READ ALL PROVISIONS OF THIS AGREEMENT, ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT AND AGREES THAT THE TERMS CONTAINED HEREIN SHALL SUPERCEDE THOSE TERMS IN THE PURCHASE ORDER WHICH ARE CONFLICTING, INCONSISTENT OR CONTRADICTORY THEREWITH, AND THAT IT HAS NOT RELIED UPON THOSE REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE GOODS EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.