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Sales Terms & Conditions

Entire Agreement

These Terms and Conditions apply to the Sales Order (the "Order") and shall constitute the entire agreement (the "Agreement" or "Terms and Conditions") of OraSure Technologies, Inc. ("OraSure") and Buyer with respect to the subject matter hereof. These Terms and Conditions are controlling and shall supersede any prior or contemporaneous agreements, understandings or representations, oral or written, relating to the subject matter hereof. These Terms and Conditions shall govern in the event of any conflict between these Terms and Conditions and any provision contained in any subsequent Sales Order or Purchase Order or otherwise, the terms of which, whether conflicting, supplemental or otherwise, are expressly rejected.

Sales Orders

No term or condition contained in any sales order, sales confirmation, or other instrument shall alter, amend, modify, or supplement the parties' obligations hereunder unless specifically agreed in writing by OraSure.

Returned Product

As a general matter, except as expressly permitted herein, OraSure shall not accept or permit the return of Product after shipment to the Customer. Notwithstanding the foregoing, OraSure will accept a return of Product and will provide the Customer with a replacement, refund or credit, as determined by OraSure, if OraSure (i) ships to the Customer Product that was not ordered by the Customer under this Agreement, (ii) inadvertently or erroneously ships a different quantity of Product than the Customer ordered under this Agreement or (iii) ships Product which does not meet the limited warranty set forth in Section 4 (in which case Customer’s sole remedies shall be as set forth in Section 4). In the event OraSure invoices the Customer for Product at an incorrect price, a refund, credit or corrected invoice will be issued by OraSure, as appropriate.

Price; Payments

OraSure shall sell the Product(s) to Customer at the price set forth on the attached cover page ("Price"). Unless otherwise indicated, the Price includes OraSure’s standard packaging existing as of the date of shipment. If Customer requests and OraSure agrees to provide non-standard packaging, Customer shall pay OraSure an additional fee for such packaging in accordance with OraSure’s then existing pricing policies. All Product shall be shipped to Customer EX WORKS (Incoterms 2010), unless otherwise agreed in writing by OraSure. The risk of loss shall pass to Customer at the time of delivery to the shipper at the point of origin. Prices are exclusive of all sales, use, transaction, inventory, value added, and similar taxes; export / import duties and fees and other governmental charges; and freight, shipping, and insurance charges. Customer shall have sole responsibility for paying all such charges. At Customer’s request made in its purchase order, OraSure may, on Customer’s behalf, choose a carrier, arrange for transportation of the Product to Customer or Customer’s customers, insure the Product during shipment, and pay any U.S. export duties. OraSure shall charge Customer for all such expenditures in addition to the Price of the Product, and Customer shall pay such amounts. Unless otherwise agreed in writing by OraSure, Customer shall pay OraSure for Product purchased hereunder within thirty (30) days from the date of the invoice therefor. Any amounts owed to OraSure in connection with the Product, including without limitation, any costs OraSure incurs on Customer’s behalf for shipping, freight, insurance, and duties and all other amounts due OraSure under this Agreement, shall be paid in U.S. dollars. Amounts not paid when due shall bear a late charge of 1.5 percent per month (or, if less, the maximum lawful rate) from the due date until paid. OraSure retains the right to require, at OraSure’s option, that Product be sold to Customer on the express condition that Customer establish in favor of OraSure an irrevocable letter of credit confirmed by a banking institution acceptable to OraSure. Shipment shall at all times be subject to the approval of OraSure’s credit department.

Warranty and Disclaimer

OraSure warrants that Product delivered to Customer hereunder (i) shall be consistent with the Product description and specifications for such Product that OraSure may supply to Customer from time to time, as in effect at the time of shipment, and (ii) shall be free from defects in materials and workmanship for such Product's stated shelf life (the "Warranty Period"). THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR OBLIGATIONS, EXPRESS OR IMPLIED. ORASURE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. During the Warranty Period, OraSure shall replace or, at OraSure’s option, refund the Price or credit (against the Price of future purchases of Product) the Price of any Product that does not comply with the warranty set forth in this Section 4. At OraSure’s request and expense, Customer shall return any Product to be replaced or for which the Price is to be refunded or credited. OraSure’s obligation to replace defective Product or refund or credit the Price pursuant to this Section 4 shall not apply to any Product that has been subjected to misuse, mishandling, storage in a manner inconsistent with Product labeling, neglect, modification, or unusual physical or chemical stress after delivery to the shipper.

Trademark and Patent Protection

Customer acknowledges the validity of and OraSure's ownership of all patents, trademarks and other rights related to the Product(s) and that all trademarks used by OraSure in connection with the Product(s) and any foreign language translations thereof are the sole property of OraSure.

Termination

This Agreement cannot be cancelled or terminated except as follows. OraSure shall have the right to immediately terminate this Agreement upon notice to Customer if Customer is in arrears in payment of any amounts due hereunder. In the event that either party materially breaches this Agreement, the other party may terminate this Agreement by providing thirty (30) days advance written notice to the party in breach, provided that the party in breach does not cure the breach within such thirty (30) day notice period. If either party becomes the subject of insolvency or bankruptcy proceedings, ceases doing business, makes an assignment of assets for the benefit of creditors, dissolves, or has a trustee appointed for all or a substantial portion of its assets, the other party may terminate this Agreement immediately upon written notice.

General Provisions

(a)Non-assignment. This Agreement cannot be cancelled or terminated except as follows. OraSure shall have the right to immediately terminate this Agreement upon notice to Customer if Customer is in arrears in payment of any amounts due hereunder. In the event that either party materially breaches this Agreement, the other party may terminate this Agreement by providing thirty (30) days advance written notice to the party in breach, provided that the party in breach does not cure the breach within such thirty (30) day notice period. If either party becomes the subject of insolvency or bankruptcy proceedings, ceases doing business, makes an assignment of assets for the benefit of creditors, dissolves, or has a trustee appointed for all or a substantial portion of its assets, the other party may terminate this Agreement immediately upon written notice.

(b)No resale. Product purchased shall be for the Customer’s own use. Customer shall not resell the Product to another party.

(c)Entire Agreement; Modification; Waiver. This Agreement contains the entire and final agreement between the parties. No modification of any of its provisions, or any future representation, promise, or addition, shall be binding upon the parties unless made in writing and signed by both parties. A waiver of any obligation Customer has under this Agreement shall be effective only if in writing signed by OraSure. Any waiver shall not affect OraSure's right to require strict compliance with this Agreement in the future.

(d)Notices. Any notices hereunder shall be given in writing directed to the address of each party set forth on the attached cover page, and to the attention of the receiving party’s President, or to such other address and person as either party may specify by written notice to the other, and shall be deemed given (i) when personally delivered; (ii) if sent by recognized courier service, on the second business day after deposit with such courier, properly addressed and fee prepaid or billed to sender; (iii) if sent by U.S. certified mail, return receipt requested, on the fourth business day after deposit in the U.S. mail, properly addressed and postage prepaid; or (iv) if sent by facsimile, upon and after the receipt of a machine-generated written confirmation report corresponding to the notice given evidencing the proper facsimile number of the receiving party, provided a copy of such notice is also sent by mail.

(e)Governing Law. The rights of the parties under this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, U.S.A., excluding choice of law rules.

(f)Arbitration. Any dispute in connection with this Agreement shall be settled by final and binding arbitration conducted in English in accordance with the rules of the American Arbitration Association and the arbitration shall take place in the Commonwealth of Pennsylvania, U.S.A. The arbitration shall be heard and determined by a single arbitrator. The award shall be made and shall be payable in U.S. dollars. The award shall include interest from the date of any breach or other violation of this Agreement. The arbitrator shall also fix an appropriate rate of interest from the date of the breach or other violation to the date when the award is paid in full. If the amount in controversy exceeds $10,000, the arbitrator's decision shall include a statement specifying in reasonable detail the basis for and computation of the award, if any. A party substantially prevailing in the arbitration shall also be entitled to recover such amount for its costs and attorney fees incurred in connection with the arbitration, as shall be determined by the arbitrator. Judgment upon the arbitration award may be entered in any court having jurisdiction. Nothing herein shall prevent either party from resorting to a court of competent jurisdiction solely to seek injunctive relief. The parties agree that the award of the arbitral tribunal will be the sole and exclusive remedy between them regarding any and all claims and counterclaims presented to the tribunal.

(g)No Third Party Beneficiaries. No person or entity shall be a third party beneficiary under this Agreement.

(h)Force Majeure. OraSure will use its reasonable efforts to fill orders, but OraSure will not be liable for nonperformance or delays caused by a shortage of raw materials, manufacturing problems, delivery or labor problems, acts of regulatory agencies, discontinuation of a product line, war, acts of God or other causes beyond its control. Customer agrees that in such event OraSure, at its sole option and discretion, may allocate Products among its customers without liability.

(i)Liability. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE PRODUCT, INCLUDING ANY CLAIMS BY THIRD PARTIES MADE AGAINST CUSTOMER, SHALL BE REFUND, CREDIT OR REPLACEMENT AS PROVIDED IN SECTION 4 ABOVE. IN NO EVENT SHALL ORASURE BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL, NON-COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS IN ANY WAY ARISING OUT OF THE AGREEMENT OR THE MANUFACTURE, SALE, SUPPLY OR USE OF ANY PRODUCT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF ORASURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL OF THE LIMITATIONS SET FORTH IN THE AGREEMENT AND THESE GENERAL TERMS AND CONDITIONS SHALL APPLY (I) NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (II) THE MAXIMUM EXTENT PERMITTED BY APPLICALBE LAW. ORASURE'S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE PRICE PAID FOR THE DEFECTIVE PRODUCT. CUSTOMER HAS ACCEPTED THIS DISCLAIMER OF LIABILITY FOR CERTAIN DAMAGES CONTAINED HEREIN AS PART OF A BARGAIN WITH RESPECT TO THE PRICING OF THE PRODUCTS AND UNDERSTANDS THAT THE PRICING WOULD BE HIGHER IF ORASURE WERE REQUIRED TO BEAR LIABILITY IN EXCESS OF THAT STATED HEREIN.

(j) All discounts, if any, provided under this Agreement are intended to comply with the federal Anti-Kickback Statute, 42 U.S.C. §1320a-7b(b). To the extent required by 42 C.F.R. §1001.952(h) (the Anti-Kickback Statute discount safe harbor regulations) or other applicable laws and regulations, Customer must fully and accurately reflect in cost reports or other submissions to federal healthcare programs all discounts provided under this Agreement and, upon request by the Secretary of the U.S. Department of Health and Human Services or a state agency, must make available information provided to Customer by OraSure concerning the discounts.

(k) "Confidential Information" shall be defined as information related to the business of either party to this Agreement. Confidential Information shall include, but is not limited to, the terms of this Agreement, including the prices for Products and the sales volumes of Products, in the aggregate or by the Customer.