Supplier Relations Terms and Conditions

1. PRICE. All prices for products ordered by Power Medical hereunder ("Products") shall be set forth in the front of this Purchase Order, and shall constitute the entire consideration to Seller for the Products. Power Medical shall not be liable for any interest, late charges, or penalties for failure to pay Seller's invoice when due. Seller's invoices shall show the date of actual shipment or performance of services by Seller. Payment of invoices shall not constitute an acceptance of any Products.
   
2. DELIVERY AND RISK OF LOSS. If the delivery of Products is not completed within the specified time, Power Medical shall have the right, without liability to Seller or others, and in addition to all other rights and remedies available to Power Medical, (a) to refuse the Products not timely delivered and to return the Products at Seller's expense, and (b) to purchase substitute Products or services and charge Seller for any loss or additional cost incurred as a result thereof. Any provisions for delivery of Products by installments shall not be construed as making the obligations of Seller severable. Unless otherwise specified, all Products are to be shipped FOB Power Medical's address. Delivery or tender of delivery shall be made only during receiving hours as established by Power Medical from time to time. Seller assumes all risk of loss, damage, or destruction of Products, or property of Power Medical in Seller's possession, until delivery of such Products or property to Power Medical and acceptance by Power Medical.
   
3. INSPECTION. Power Medical shall have the right, but not the obligation, to inspect the Products, to the extent they may be inspected without damage within a reasonable time after the arrival of the Products at the destination specified by Power Medical. Seller understands that Power Medical may store all or a portion of the Products without first inspecting such Products and that the Products may not inspected or examined until used by Power Medical's customers or others, and agrees that any such delay in examination or inspection shall not limit or adversely affect any rights or remedies which damaged in transit or prior to shipment, or are not in accordance with Power Medical's instructions, specifications, samples or other requirements. Products not accepted will be held by Power Medical at Seller's risk and may be returned to Seller at Seller's expense. Seller who performs a service to Power Medical owned materials shall be liable for cost of material when provided services are not accepted and can not be reworked.
   
4. WARRANTIES. Seller warrants that, upon delivery of the Products to the destination specified by Power Medical (a) Seller has full title to the Products, free and clear of all liens, security interests, claims and encumbrances whatsoever, (b) the Products have been made and sold and can be resold and used, in full compliance with any and all applicable federal, state, local, and foreign laws, statutes, ordinances, rules, and regulations (collectively "Laws"); (c) the Products have been correctly designed, formulated, manufactured, produced, labeled, shipped, and sold in compliance with all federal, state, local, and foreign Laws applicable to the Products; (d) the Products do not and will not infringe any U.S. or foreign patent, trademark, trade name, trade secret, copyright, or other similar right, and Seller agrees to protect, fully indemnify and save harmless Power Medical from any and all claims, suits, liabilities, damages, losses, or expenses (including, without limitation, fees and costs of attorneys and other professionals ) incurred by Power Medical by reason of alleged infringements of any such rights; (e) the Products exactly conform to any samples, models, specifications, drawings, or other descriptions; (f) all parts, components, structures, accessories, equipment, or other parts of the Products are in good and operable condition and will remain in such condition for their useful life; (g) each sufficient for the Product is and will be merchantable and free from defective workmanship material, design or other defects for the respective useful life of each such item; and (h) each Product is and will be fit and sufficient for the purposes intended by Power Medical and Power Medical's customers. The foregoing warranties, and any other warranties, express or implied, arising hereunder or otherwise, shall survive, and shall not be diminished, waived, qualified, or affected by any inspection, tests, evaluations, acceptance, or payment by Power Medical. On breech of any warranty, express or implied, Power Medical may exercise any of its rights or remedies available hereunder or otherwise, and may also demand prompt correction or replacement of any of the Products that are defective or nonconforming at Seller's sole cost and expense. If Seller fails or refuses to make any such correction or replacement within the time demanded by Power Medical, then in addition to any rights or remedies available to Power Medical on a default by Seller, Power Medical may at Seller's sole cost and expense, (a) reprocure any of the Products or items or parts or components thereof, or rework to procure correction thereof, or (b) accept and retain any of the Products, at a reduction in price corresponding to the quantities or portion retained and the decreased value thereof.
   
5. Default. Seller shall be in default, at Power Medical's option. If (a) Seller fails to make any delivery or performance where and when due, (b) Seller breaches or fails to perform any of the other terms, warranties, obligations or conditions; (c) Seller fails to make progress in performing its obligations as to endanger or threaten timely performance of such obligations, and does not fully cure such failure within ten days after Power Medical gives Seller notice of such failure; (d) any proceeding in liquidation, bankruptcy, reorganization, arrangement, debtor rehabilitation, creditor adjustment, or insolvency. State or federal, is commenced by or against Seller; (e) Seller makes an assignment for the benefit of creditors or proposes a composition agreement with all or a parts of the Seller's creditors; (f) Seller ceases operations; or (g) a trustee, receiver, conservator, liquidator, administrator or other judicial representative, similar or dissimilar, is appointed for Seller or any of Seller's assets. On default by Seller, or on Seller's breach of any warranty (express or implied), Power Medical in addition to all other rights and remedies available at law or in equity, may, at not cost or liability, (a) cancel Power Medical's obligations; (b) reject or return for full credit (where Power Medical has previously paid therefore, Seller shall promptly repay to Power Medical) or retain (paying for fair value thereof as determined by Power Medical) any Products delivered or services performed; (c) require Seller to indemnify and hold Power Medical harmless from and against any and all liability, loss, damage, expense, claims and costs, including, without limitation, liability to Power Medical's customers, loss of goodwill and resale profits, attorney's fees and costs of investigating and litigation claims, all damages, and penalties (civil or criminal) resulting, directly or indirectly, from Seller's default, which Seller shall promptly pay on demand, (Seller expressly noting that Power Medical contemplates resale of Products and on Seller's default Power Medical may lose, among other things, resale profits and suffer liquidated and other damages, interest, and late penalties and charges); and/or (d) recover advance payments to Seller for undelivered, unperformed or returned Products or services Seller shall continue performance of any part which is not cancelled. Acceptance of any Products or services shall not constitute a waiver of any of Power Medical's rights or remedies with respect to any other Products or services. If Seller anticipates that Seller will not be able to deliver or perform when due, Seller shall give prior written notice to Power Medical setting forth the cause of the anticipated delay.
   
6. INDEMNIFICATION. Seller shall indemnify, defend, and hold harmless Power Medical, its affiliate, the successors and assigns of it and its affiliates, the shareholders, directors, officers, employees, agents, and representatives of it and its affiliates, the direct and indirect customers of it and its affiliates and any users of any of the Products (collectively the "Indemnities") from and against any and all claims, losses, damages, costs, including, without limitation, liabilities (including, without limitation, fees and costs of attorneys and other professionals) which, either directly or indirectly, any of the Indemnities may incur by reason of, or which arise out of or result from any act or omission of Seller, including, without limitation, any such which arise out of or result from Seller's performance, or lack of performance, under the contract created herein, or Seller's actual or alleged breach of its obligations or warranties under such contract or any use of consumption of the Products.
   
7. UNCONTROLLABLE CIRCUMSTANCES. Power Medical may, at any time and from time to time, at Power Medical's option, suspend performance for a reasonable time, on all or any portion of this contract if Power Medical is limited in so performing or is unable to perform because of any casualty, interruption of business, event, or circumstance beyond Power Medical's reasonable control, including, without limitation, acts of God, fires, explosions, bombings, floods, civil commotions, riots, labor disputes, strikes, lockouts, boycotts, picketing or other industrial disturbances, declared or undeclared wars, military or police actions, blockades, embargoes, insurrections, delays of carriers, accidents to machinery or equipment, failure or curtailment or delay of Power Medical's operations(whether due to obtain inventory, parts, fuel, equipment, or labor at reasonable prices and costs, or not), restraints of rulers or people, changes in Laws, an imposition of governmental priorities, regulations, or other governmental restrictions or controls, either suggested or mandatory. On any such suspension, Power Medical shall not have or incur any liability, and Seller shall continue performance of any portion hereof which is not suspended.
   
8. SURVIVAL OF UCC PROVISIONS. All of the terms and conditions contained in this Purchase Order are in addition to, and are not intended to, and shall not, negate or replace any of the warranties, express or implied, or any of the rights or remedies, provided to Power Medical by the Uniform Commercial Code, at law, or in equity.
   
9. INSPECTIONS/VERIFICATION ACTIVITIES. Upon reasonable notice, Seller shall permit Power Medical, Power Medical's designated representatives, and/or Power Medical's customer or representatives, to visit Seller's manufacturing facilities for the purpose of conducting inspections or other verification activities with respect to the design and manufacture of the products.
   
10. SET-OFF. Power Medical and its affiliates may at any time, set off any amount owing by Seller (or its affiliates) against any amount owing to Seller (or its affiliates) by Power Medical (or its affiliates).
   
11. NONWAIVER. Waiver of any term, condition or breach shall not be effective unless made in writing and signed by the party to be bound thereby. Any such written waiver shall not constitute a waiver of any other term of this contract.
   
12. BINDING AGREEMENT. The contract created herein shall be binding upon, inure to the benefit of any be enforceable by, each of the parties hereto and their respective successors and permitted assigns. Nothing in such contract is intended to confer upon any person, other than the Power Medical and Seller and their respective successors and permitted assigns, any rights under that contract.
   
13. SEVERABILITY. Any time or provision of the contract created hereby which is determined to be invalid or unenforceable under the law of any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining terms and provisions of the contract created hereby.
   
14. GOVERNING LAW. This Purchase Order and the contract created hereby, shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania applicable to agreements made, delivered and to be performed entirely therein, without reference to the Commonwealth's conflict of laws, rules or principles.
   
15. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. Any action arising hereunder shall be instituted only in a state court located in the County of Bucks in the Commonwealth of Pennsylvania a federal court located in Philadelphia, Pennsylvania. Power Medical and Seller each waives any objection which it may have to the laying of the venue of any such action, and irrevocably submits to the jurisdiction of any such court in any such action.
   
16. OBJECTION TO OTHER TERMS. This Purchase Order is conditioned upon the Seller's consent to all of the terms and conditions contained herein. Power Medical objects to any and all terms and conditions contained in any sales quotation, sales acknowledgement or other document or communication from Seller, which are additional to or different from the terms, and conditions herein. This Purchase Order constitutes a complete and exclusive statement of the terms and conditions of the agreement between Seller and Power Medical with respect to the Products.