Terms and Conditions of Sales

1. TERMS -- The terms and conditions as set forth below, shall constitute the entire
agreement (“Agreement”) between Prizmiere and Buyer and shall govern all
sales of products (“Products”). This Agreement supersedes any other written/
oral communications between the parties and information in any Prizmiere
literature, website or catalog, and overrides and excludes any other terms and
conditions stipulated, incorporated or referred to by Buyer, and any prior course
of dealing between the parties. Prizmiere’s acceptance of any order, including
the signing by Prizmiere of any of Buyer’s documentation issued in conjunction
with any order, is expressly subject to Buyer's assent to each and all of the terms
and conditions set forth herein. No alteration or modification of, or addition to,
this Agreement shall have any force, effect or validity whatsoever and no other
terms and conditions whatsoever shall be controlling unless in writing and signed
by Prizmiere , and stating that it is intended to be effective as such alteration,
modification or addition.

2. PRICES -- Unit prices for the Products apply only to the specific quantity and delivery
schedule stated. Prizmiere reserves the right to change prices without notice.
All prices are subject to correction of errors; Prizmiere reserves the right to
adjust prices on orders during production due to changes in cost of materials,
transportation or wages. Freight charges will be added to the invoice as a
separate item. Any tax, customs, surcharge or duty, howsoever denominated,
imposed upon the sale, importation, delivery or use of Products shall be the
responsibility of Buyer, and if paid by Prizmiere , shall be invoiced to Buyer.

3. TERMS OF PAYMENT -- Payment shall be due thirty (30) days from the date of
invoice. If Buyer becomes delinquent in payments or if Prizmiere has reasonable
doubt as to Buyer’s financial responsibility then, in addition to any other remedy
to which it may be entitled, Prizmiere may: (i) terminate this Agreement and/
or any other agreement Prizmiere has with Buyer, (ii) stop deliveries or make
further deliveries on a COD basis only, and/or (iii) declare due and payable
immediately all unpaid amounts for Products previously delivered to the Buyer.
Interest on all sums due and unpaid after due date shall run at the maximum rate
permitted by applicable law until payment is received.

4. SHIPMENTS AND DELIVERY -- Delivery of all orders are, as stated on order
ackowledgement. Except as otherwise agreed, method of transportation will
be per Prizmieres’ policy. Delivery of the goods to the carrier at Prizmieres’
shipping point shall constitute delivery and Buyer shall bear all risk of loss or
damage to goods in transit. All delivery dates are estimates and the time of
delivery shall not be of the essence. Prizmiere shall be entitled to deliver the
Products in installments. Buyer shall promptly inspect Product upon delivery and
for any shipment received in damaged condition Buyer shall notify Prizmiere and
comply with Prizmieres’ damaged goods procedure.

5. CANCELLATION AND RETURN -- Buyer may not cancel any order or return any
Product without Prizmieres’ consent. Cancellation and return charges may

be charged by Prizmiere . Special order Products, Products subject to FDA or
other governmental regulation and/or cGMP processing requirements are not
eligible for cancellation or return. Buyer must contact Prizmiere to obtain a return
material authorization number.

6. WARRANTY -- Products are warranted to meet the specifications set forth on
their label/packaging and/or certificate of analysis (“Specifications”) at the
time of shipment or for the expressly stated duration. This warranty does not
extend to any Product which has been subjected to misuse, neglect, or to
use in violation of instructions furnished by Prizmiere . EXCEPT FOR THE
WARRANTIES ABOVE, Prizmiere MAKES NO OTHER WARRANTY OF
ANY KIND WITH REGARD TO ITS PRODUCTS, WHETHER EXPRESS,
IMPLIED, BY OPERATION OF LAW, BY COURSE OF DEALING, USAGE OF
TRADE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. THE BUYER AGREES TO AND MUST SOLEY DETERMINE
THE SUITABILITY FOR USE. Unless otherwise specified, Products are sold for
laboratory and manufacturing use and are not intended for use as foods, drugs,
cosmetics or household chemicals. Certain Products sold under this Agreement
may be FOR RESEARCH USE ONLY and will be marked as such on their
packaging and/or shipping documents. Buyer acknowledges and agrees that
such identified Products are NOT TO BE USED IN MANUFACTURING, FOR
HUMAN OR DRUG USE, OR OTHER COMMERCIAL PURPOSES.

7. INSPECTION OF PRODUCTS AND REMEDYFOR NONCONCOFMRING
PRODUCTS -- Buyer shall inspect Products on receipt and within thirty (30)
days thereof notify Prizmiere of any non-conformances to the Specifications.
If Buyer fails to give such notice, Products shall be deemed to meet the
Specifications and Products shall be deemed to have been accepted. Prizmiere
may, on Buyer’s premises, inspect any Products claimed not to conform. In the
alternative, any claimed non-conformance may be confirmed through analysis
by a third-party laboratory reasonably acceptable to both parties and within
a reasonable time frame. If, as a result of said analysis, non-conformance is
confirmed, the cost for said analysis shall be paid by Prizmiere ; otherwise
Buyer shall pay for said analysis. For any Product that does not conform to the
Specifications, Prizmiere shall have the following options, at its sole discretion:
(i) provide replacement Products; (ii) make whatever repairs/modifications
to the Products that Prizmiere deems necessary to enable the Products to
conform to the Specifications; or (iii) credit Buyer for the Product price paid.
THE CORRECTION OF NON CONFORMITIES BY REPLACEMENT, REPAIR,
MODIFICATION, OR CREDITING BUYER’S ACCOUNT IN THE MANNER
SET FORTH ABOVE SHALL CONSTITUTE THE SOLE AND EXCLUSIVE
REMEDIES OF BUYER AND SHALL CONSTITUTE FULFILLMENT OF THE
OBLIGATIONS OF Prizmiere WITH RESPECT TO THE WARRANTY GIVEN
HEREIN.

8. LIABILITY FOR Prizmiere -- Buyer assumes all risk and liability for loss, damage or
injury to persons or to property of Buyer or others arising out of the presence or
use of the Products. Except as expressly provided otherwise herein, Prizmiere
shall not indemnify nor be liable to Buyer, Buyer’s customers, successors, or to
any person or entity for any claims, damages or losses arising out of the sale
or use of Products, where liability is premised upon any theory including, but
not limited to, warranty, negligence or strict liability. Prizmiere SHALL NOT IN
ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT,
EXEMPLARY OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM
ANY USE OR FAILURE OF THE PRODUCTS INCLUDING, WITHOUT
LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN

PROGRESS, LOSS OF REVENUE OR PROFITS, OR ANY LIABILITY OF
BUYER TO A THIRD PARTY. THE TOTAL LIABILITY OF Prizmiere UNDER
THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE OF THE
PRODUCTS INVOLVED. All claims must be brought within one (1) year of
delivery, regardless of their nature.

9. BUYER'S RESPONSIBILITY -- The Products are sold on the condition that they
be handled, used and disposed of in compliance with applicable laws and in
conformance with recognized industry and professional standards, including
those related to the protection of human health and the environment. BUYER
ACKNOWLEDGES THAT THERE ARE HAZARDS ASSOCIATED WITH THE
USE OF THE PRODUCTS, THAT IT UNDERSTANDS SUCH HAZARDS, AND
THAT IT IS THE RESPONSIBILITY OF BUYER TO WARN AND PROTECT
ALL THOSE EXPOSED TO SUCH HAZARDS. Buyer shall ensure that: (i) the
Specifications are safe for the intended use; (ii) the Products are handled in a
safe manner; and (iii) any waste originating from the Products is disposed of
according to relevant regulations. In the event of resale of Product by Buyer, and
where Prizmiere has affixed warnings on the exterior of potentially dangerous
Products, Buyer is prohibited from changing, deleting, or obscuring such
warnings in any way unless Buyer shall suitably reproduce the same warnings
on the packaging. The foregoing shall not preclude Buyer from adding any
additional warnings or disclaimers as may be appropriate and/or required by
law as a condition to Buyer’s resale or use of the Products. Buyer warrants to
Prizmiere that the manufacture, sale or use of Products supplied to Buyer’s
specifications will not infringe any intellectual property right of any third party.
Buyer shall indemnify and hold Prizmiere harmless from and against any and all
claims, damages, losses, costs or expenses (including attorney’s fees), arising
in connection with Buyer’s sale or use of the Products, including Buyer’s breach
of the foregoing covenants and representations, or arising from the negligence,
recklessness or misconduct of Buyer.

TECHNICAL ASSISTANCE – Prizmiere makes no warranties of any kind for
any technical advice provided by Prizmiere , or for any results occurring as a
result of the application of such advice.

10.

FORCE MAJEURE -- Neither party hereto shall be in default in the performance
of its obligations hereunder (other than its obligation to make any payment of
money hereunder), or be liable in damages or otherwise for any failure or delay
in performance which is due to causes beyond its reasonable control. Either
party affected by such an event shall promptly give notice to the other, stating
the nature of the event, its anticipated duration and action being taken to avoid
or minimize its effect. Neither party hereto shall be required to grant any demand
or request to bring to an end any strike or other concerted act of workmen. If, at
Buyer’s request or for any reason for which Buyer is responsible, the production
or shipment of Products is delayed, Prizmiere may immediately invoice Buyer
for the Products produced, and costs and expenses incurred up to the time of the
delay.

11.

EXPORT -- This Agreement shall be construed and implemented in compliance
with the U.S. Export Administration Act of 1979, which restricts exports of certain
Products and technology into certain countries, and all other applicable U.S.
export controls. Buyer agrees, and shall cause each of its customers to agree,
that it will not knowingly, either directly or indirectly, export or re-export the
Products into those countries, end-users or end-uses described in CFR Title
15 unless Buyer and/or such customers first obtain permission from the U.S.
Bureau of Export Administration or other division as applicable. Buyer agrees
and shall cause each of its customers to agree, that it will commit no acts which
directly or indirectly violate any U.S. export control law, regulation, treaty or other

12.

international agreement to which the U.S. adheres or complies or any applicable
export, import or other laws of any other jurisdiction and agrees to indemnify
and to hold Prizmiere harmless from any and all liabilities or costs incurred by
Prizmiere or its affiliates for any reason arising from or connected with any such
violation, incurred intentionally or unintentionally.

MISCELLANEOUS -- In the event that any of the provisions in this Agreement
shall be held to be invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other provisions hereof. Waiver by Prizmiere
of any breach of this Agreement shall not be construed as a waiver of any
other breach, and the failure of Prizmiere to exercise any right arising from
any default of Buyer shall not be deemed to be a waiver of such right, which
may be exercised at any subsequent time. This Agreement is not assignable or
transferable by Buyer without the written consent of Prizmiere . This Agreement
shall be construed and interpreted solely in accordance with the laws of the State
of New Jersey, without regard to choice of laws principles, including international
sales for which the Convention for the International Sale of Goods shall not
apply.

13.

PUBLICITY -- Any marketing, promotion or other publicity material, whether
written or in electronic form, that refers to Prizmiere , its affiliates, their products,
or to this Agreement must be approved by Prizmiere prior to its use or release.

14.

PROPRIETARY RIGHTS – Prizmiere , or its affiliates, are the owners of certain
proprietary brand names, trademarks, trade names, logos and other intellectual property.
Except as otherwise expressly permitted by Prizmiere , no use of Prizmieres’ or its
affiliates’ brand names, trademarks, trade names, logos or other intellectual property
is permitted, nor the adoption, use or registration of any words, phrases or symbols
so nearly resembling any of Prizmieres’ or its affiliates’ brand names, trademarks,
trade names, logos or other intellectual property as to be likely to lead to confusion
or uncertainty, or to impair or infringe the same in any manner, or to imply any
endorsement by Prizmiere of another entity’s products or services.