Cardinal Health shall sell, and Buyer shall purchase and pay for, goods distributed by Cardinal Health subject to the terms and conditions set forth herein and the terms of Buyer's most recent credit application that has been accepted by Cardinal Health.

These Terms and Conditions of Sale shall govern the transactions between Cardinal Health and Buyer, andBuyer's offer to purchase is subject to these terms. In no event shall the terms or conditions of any purchase order submitted by Buyer be binding on Cardinal Health, unless approved by Cardinal Health in writing, other than to identify the goods ordered, the quantity ordered and the ship-to location.

This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement, except to the extent that these Terms and Conditions of Sale conflict with a written agreement fully executed by both parties in which case the terms of the fully executed agreement control. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain these Terms and Conditions of Sale.

Payments shall be due thirty (30) days from date of invoice, or as otherwise mutually agreed upon by the parties and indicated on Buyer's invoice, and shall be made by electronic funds transfer or other method acceptable to Cardinal Health so as to provide Cardinal Health with good funds by the invoice due date. Any default by Buyer of its obligations shall accrue interest from the date payment is due at the rate one and one-half percent (1½%) per month, or the highest rate permitted by law, on past-due amounts owed to Cardinal Health. Buyer shall be liable to Cardinal Health for any costs (including reasonable attorneys' fees) which Cardinal Health incurs as a result of Buyer's default of its obligations hereunder. Payments due to Cardinal Health shall be made without any deduction or offset for any costs, expenses or credits of any kind.

Delivery shall be made F.O.B. Buyer's place of business, or such other destination as may be designated by Buyer in writing, subject to the shipping and handling charges described herein. Risk of loss of the goods shall pass to Buyer upon tender of the goods to Buyer. Title to the goods shall remain with Cardinal Health until Buyer tenders payment in full for goods shipped. Buyer shall maintain such insurance, as may be requested at any time and from time to time by Cardinal Health, protecting Cardinal Health against loss by fire, theft, or damage to the goods until Buyer has fully paid for the goods.

Non-refrigerated items will be delivered via standard ground service. All goods requiring refrigeration will be shipped in accordance with manufacturers' recommendations via next-day air. Delivery service may be upgraded at Buyer's request for an additional charge. Cardinal Health assumes no responsibility or liability for loss or damage by reason of delay or inability to ship for any reason. Any errors or discrepancies in shipments must be reported within two (2) business days after delivery.

All orders are shipped prepaid by Cardinal Health. Orders of $250 and under are subject to a $15 shipping and handling charge.

Buyer shall pay when due all taxes and governmental charges of any kind including without limitation all sales, use, personal property, ad valorem, value added, stamp or other taxes, levies, customs duties or other similar charges or fees (other than any taxes based on Cardinal Health's net income), imposed by any government or government agency on the goods (or the use thereof) as a direct or indirect result of the transactions hereunder (a 'Tax'). Buyer shall reimburse Cardinal Health upon demand for any Tax owed by Buyer that is paid by Cardinal Health whether such Tax is designated, levied or based on transactions hereunder.

Cardinal Health makes no warranties, guaranties, or representations with respect to the goods, express or implied; and Cardinal Health hereby expressly disclaims and the buyer hereby expressly waives, any other warranties, guaranties, or representations, including, but not limited to, any warranty of merchantability or fitness for a particular purpose.

Cardinal Health shall not be liable to buyer or to any third party for any special, indirect, incidental or consequential damages nor for any injury to persons or property, under any claim or theory of recovery.

Cardinal Health will accept goods for return from Buyer in accordance with Cardinal Health's standard Returned Goods Policy in effect at the time of return. Any goods subject to a recall initiated by the government or the manufacturer shall be returned to Cardinal Health at Buyer's expense.

Buyer shall comply with all federal, state and local laws, rules and regulations applicable to the purchase and use of the goods. In addition, Buyer shall obtain all permits and licenses required by federal, state or local authorities in connection with any of the goods and shall bear all expenses in obtaining such permits and licenses or in complying with any related rules, regulations, ordinances and statues.

If and to the extent any discount, credit, rebate or other purchase incentive is paid or applied by Cardinal Health with respect to the goods purchased hereunder, such discount, credit, rebate or other purchase incentive shall constitute a 'discount or other reduction in price,' as such terms are defined under the Medicare/Medicaid Anti-Kickback Statute, on the goods purchased by Buyer hereunder. Cardinal Health and Buyer agree to use their best efforts to comply with any and all requirements imposed on sellers and buyers, respectively, under 42 U.S.C. § 1320a-7b(b)(3)(A) and the 'safe harbor' regulations regarding discounts or other reductions in price set forth in 42 C.F.R. § 1001.952(h). In this regard, Buyer may have an obligation to accurately report, under any state or federal program which provides cost or charge based reimbursement for the goods or services covered by these Terms and Conditions of Sale, the net cost actually paid by Buyer.

These Terms and Conditions of Sale and all other questions arising hereunder or pursuant to the parties' transaction shall be governed and determined by the laws of the State of Tennessee, excluding its conflict of laws provisions.

Cardinal Health's obligations hereunder will be excused if and to the extent that any delay or failure to perform such obligations is due to fire or other casualty, product or material shortages, strikes or labor disputes, transportation delays, change in business conditions (other than insignificant changes), manufacturer out-of-stock or delivery disruptions, acts of God, seasonal supply disruptions, or other causes beyond the reasonable control of Cardinal Health.

These Terms and Conditions of Sale are subject to revision, amendment or supplement by Cardinal Health from time to time, and such revision, amendment or supplement shall be binding upon Buyer.

Cardinal Health shall have the right hereunder to cancel all or part of any purchase order(s) to which these.

Terms and Conditions of Sale apply after its acceptance of the purchase order(s), without penalty or cancellation charge.

If at any time Cardinal Health, in its sole discretion, determines that the financial responsibility of Buyer may become impaired or unsatisfactory, Cardinal Health shall have the right to demand that Buyer (a.) make advance cash payment for its obligations under any purchase order(s), (b.) post a letter of credit, or (c.) provide other security satisfactory to Cardinal Health.

The parties are acting independently and shall at all times act as an independent contractors of each other in the manufacture and sale of the goods and are not partners, joint venturers, agents, or legal representatives of each other, for any purpose. Neither party shall have any right or power to act for or bind the other, in any respect, to pledge its credit, to accept any service of process upon it, or to receive any notices of any nature whatsoever.

Neither party's failure to insist, in one or more instances, upon the performance of any term or terms of these Terms and Conditions of Sale shall be construed as a waiver or relinquishment of such party's right to such performance or other future performance of such term or terms, and the other party's obligations with respect thereto shall continue in full force. Either party's consent to or approval of any act by the other party on any one occasion shall not be deemed a consent or approval of the same act on any subsequent occasion.

Any dispute relating to these Terms and Conditions of Sale which the parties are unable to resolve by mutual agreement shall be settled by a sole arbitrator in a binding, non-reviewable and non-appealable alternative dispute resolution process conducted in accordance with the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution. The existence of the dispute, the dispute resolution process, and the arbitrator's award shall be maintained confidential, provided that the arbitrator's award may be entered as a final judgment in any court having jurisdiction. In the event that any party hereto is required to pursue legal action to enforce or defend its rights pursuant to these Terms and Conditions of Sale, the prevailing party in any such legal action or proceeding shall be entitled to an award of reasonable attorneys' fees and all other related costs incurred therein.