Terms and Conditions of Sale

Medical Device Components LLC dba Lighteum Medical

TERMS & CONDITIONS OFSALE

September 2025

Acceptance − If the Terms and Conditions(“Terms”) of this quotation or order acknowledgment differ from the terms ofthe Buyer’s purchase order or inquiry, this quote or acknowledgment shall beconsidered as a “COUNTEROFFER” and shall not be an acceptance of any of Buyer’sterms which conflict herewith. The Terms contained herein are the complete andexclusive statement of the terms of agreement between the parties. The Buyer’sacceptance of the goods or services sold hereunder will manifest the Buyer’s assentto the Terms. Any reference to Buyer’s purchase order or inquiry noted hereinshall not affect or limit the applicability of these Terms. No addition to ormodification of these Terms will be effective unless made in writing and signedby an authorized representative of Medical Device ComponentsLLC dbaLighteum Medical (hereafter “MDC”). MDC isonly willing to supply goods and services subject exclusively to these Termsand MDCrejects all other conflicting or different terms of Buyer.
Prices − Unit prices apply only to the specific quantity and delivery schedule quoted. Any variations in quantity specified and/or timing of delivery may necessitate a revision in unit price. Unless otherwise stated in writing, prices are quoted F.C.A. MDC’s facility and precious metals will be charged at the MDC covered price as exists on the next business day following shipment or date of purchase by MDC on behalf of the Buyer for their consigned metal account, as applicable. Buyer must accept delivery of all goods within six (6) months of MDC’s acceptance of the order, unless such failure to accept delivery is due solely to the fault of MDC. If Buyer does not accept delivery within such six (6) month period, MDC shall, at its sole discretion, either (a) sell any metal, fabricated or otherwise, held for Buyer and charge Buyer the amount, if any, that such sale price is lower than the price MDC paid for such metal or (b) continue to hold such metal for Buyer for six (6) month period(s) and charge Buyer a surcharge for each such six (6) month period. All prices are subject to: (i) correction of stenographic and clerical errors and (ii) MDC reserves the right to adjust prices on orders at any time during production due to changes in cost of materials, wages, transportation, energy, or manufacturing, or other costs, fees or taxes due to any government act or regulation, event of nature or other event beyond the reasonable control of MDC. For the avoidance of doubt, MDC reserves the right to adjust the metal surcharge if metal lease rates experience a material increase or fluctuation that is not consistent with normal market trends. For purposes of this clause, a “material increase” shall mean an extraordinary increase in lease rates that significantly impacts MDC’s cost of financing or securing precious metals. Any such adjustment shall be applied in a fair and commercially reasonable manner and notice of the revised surcharge will be provided to the Buyer.
Quantities Shipped −Quantities shown hereon are estimated. Invoice quantities may vary within 10%or in accordance with variations as otherwise may be agreed upon by MDC and Buyer.
Delivery/Freight − The promised delivery date is the best estimate possible, based on current and anticipated manufacturing schedules. MDC assumes no liability for losses or damages due to delays. MDC will use its best efforts to extend the delivery date as a result of any delays that are the fault of Buyer. All shipments are made F.C.A. MDC’s facility (unless otherwise agreed in writing by MDC); risk of loss or damage will pass to Buyer upon delivery to a common carrier. In respect to metal purchased from MDC for consignment, title will not pass to Buyer’s consigned metal account until MDC receives payment for the full cost of the metal. In any event, Buyer hereby grants MDC a possessory security interest in the metal, whether fabricated or otherwise
Quantities Shipped −Quantities shown hereon are estimated. Invoice quantities may vary within 10%or in accordance with variations as otherwise may be Credit and Payment − All sales are subject to the approval of MDC’s Credit Department. Unless otherwise agreed on the face of this COUNTEROFFER, all invoices are payable in U.S. dollars within net ten (10) days. After ten (10) days, unpaid invoices will be assessed a finance charge of 1.5% of the unpaid balance per month, commencing on the 31st day. If Buyer is delinquent in making any payment to MDC or any affiliate of MDC under this or any other agreement or order, MDC has the right, in addition to any other remedy it may be entitled in law or equity, to (i) cancel the order, (ii) refuse to make further deliveries, (iii) declare due and payable immediately all unpaid amounts for goods or services previously provided to the Buyer and/or in process, (iv) sell any metal, fabricated or otherwise, held for Buyer or standing to the credit of its account and apply the proceeds of such sale in or towards satisfaction of such indebtedness, and/or (v) subject all claims for money, including commissions, metal, services or goods due or to become due from MDC or any affiliate of MDC to deduction or setoff against any counterclaim of MDC or any affiliate of MDC arising out of this agreement or any other agreement or order. Buyer acknowledges that its business dealings with MDC and its affiliates constitute a single continuous transaction, notwithstanding the issuance of separate agreements, purchase orders, acknowledgments or similar documents from time to time.agreed upon by MDC and Buyer.
Warranty − The sole andexclusive warranties given by MDC with respect to the goods or services soldhereunder are that MDC has title to goods sold free and clear fromany lien or encumbrance and that such goods will conform to the description andspecifications set forth in the order acknowledgement or quotation accompanyingthese Terms. THE FOREGOING WARRANTIES APPLY ONLY TO BUYER AND ARE THE SOLE ANDEXCLUSIVE WARRANTIES OF MDC AND MDC GIVES NO OTHER WARRANTIES,EXPRESS OR IMPLIED, INCLUDING. WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE. In particular and without limiting the foregoingdisclaimer, MDC makes no representation orwarranty as to the appropriateness, suitability or performance with regard tothe design and any use of the goods or services, whether or not known by MDC and whether used alone or inconnection with other products or materials and Buyer shall not rely upon anystatements by MDC employees, agents orrepresentatives to the contrary. Buyer acknowledges that it alone hasdetermined that the goods or services purchased hereunder will suitably meetthe requirements of their intended use. Buyer further acknowledges that MDC does not perform any testingfor biocompatibility of a good or service. Buyer shall perform testing of allgoods supplied by MDC promptly upon delivery in order to confirm thegoods conform to the specifications. Buyer understands that as to certain goods(e.g. wire, tubing, etc.), testing of the entirety of all such goods is NOTpractical given the destructive aspects of certain testing (e.g. tensilestrength) and therefore such testing will be performed on a sampling basis.Buyer agrees to accept the foregoing limited testing method coupled with itsown testing, as the exclusive means of determining acceptance of the goods.Buyer is deemed to waive every claim from any cause unless made in writingwithin ninety (90) days of the receipt by Buyer of the goods or services towhich such claim relates. No legal proceeding shall be brought for any breachof these Terms more than one (1) year after the accrual of the cause ofaction therefor. MDC has no obligation for any nonconforming goodscaused by misuse, mishandling, neglect, accident or abuse by Buyer.
Warranty Remedy − In the event that Buyer claimsthat any goods or services supplied hereunder do not conform to the abovelimited and exclusive warranty during the applicable limited warranty periodand MDCdetermines the goods or services do not conform to said warranty, MDCmay, at its sole discretion: (i) provide replacement goods or services toBuyer; (ii) make whatever repairs or modifications that MDCdeems necessary or desirable to enable the goods or services to meet thedescription and specifications set forth on the order acknowledgement orquotation accompanying these Terms; or (iii) credit Buyer’s account for theprice paid by Buyer regarding the non−conforming goods or services.
Limitation of Remedies − THE CORRECTION OF SUCH NON−CONFORMITIES BY REPAIR, MODIFICATION, REPLACEMENT, PROVISION OF ADDITIONAL GOODS OR SERVICES, OR CREDITING BUYER’S ACCOUNT FOR THE COST OF THE NONCONFORMING GOODS OR SERVICES IN THE MANNER SET FORTH ABOVE CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES OF BUYER AND WILL CONSTITUTE FULFILLMENT OF THE OBLIGATIONS OF MDC WITH RESPECT TO THE LIMITED WARRANTY GIVEN HEREIN.
Limitation of Liability − Except as expressly provided herein, MDC shall not indemnify and will not be liable to Buyer, Buyer’s customers, or to any other person or entity for any claims, losses, expenses or judgments arising out of or resulting in any way from the goods or services supplied hereunder or sale or use thereof, where liability is premised upon any theory including, but not limited to, warranty, negligence or strict liability. Except as expressly otherwise provided, MDC’s total, complete and exclusive liability is limited as provided herein. MDC WILL NOT BE LIABLE FOR PRODUCTION LOSSES, LOST PROFITS OR OPPORTUNITY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES UNDER THESE TERMS OR FROM ANY CAUSE WHATSOEVER.
Force Majeure − MDC is not liable for any delayin delivery, or failure to deliver, due to any cause beyond MDC’s control, including but notlimited to fires, floods, strikes or other labor disputes, accidents, acts ofsabotage, war, terrorism, riots, transportation delays, restrictions imposed byfederal, state or other governmental legislation or rules or regulationsthereof. If MDC in its sole discretiondetermines that MDC’s performance hereunder would result in a lossto MDC on this sale because of causesbeyond MDC’s control, then, MDC may terminate this agreementin whole or in part without liability for any delay in the delivery of orfailure to deliver the goods or services sold hereunder. MDC may, during any period ofshortage due to any cause, prorate and allocate its supply of such materialsamong itself for its own consumption, its subsidiaries, affiliated companies,its accepted orders, and its customers in such a manner as MDC may deem fair andreasonable.
Risk of Loss − Unless otherwise agreed by MDC inwriting, Buyer assumes all risk of loss or damage and MDCassumes no liability for delay damage or breakage after delivery has been madeto the common carrier. Buyer shall make all claims for loss or damage to theapplicable common carrier.
Taxes, Tariffs, and OtherCharges – THE BUYER WILL PAY, OR REIMBURSE MDC IF IT PAYS, ANY AND ALL TAXES,TARIFFS, OR OTHER SIMILAR CHARGES IMPOSED UPON THIS CONTRACT, THE GOODS ORSERVICES COVERED HEREBY, THE DELIVERY OR USE THEREOF, OR UPON THE ANY ACT DONEOR DOCUMENT, TITLE OR INSTRUMENT USED IN CONNECTION WITH THIS TRANSACTION, ANDANY AND ALL TAXES, TARIFFS, OR OTHER SIMILAR CHARGES IMPOSED UPON OR MEASUREDBY THE SALES CONTEMPLATED HEREIN OR THE PURCHASE PRICE PAYABLE HEREUNDER. IN ADDITION, TO THE EXTENT THE INCOTERMS SPECIFYING THAT DDP (DELIVERED DUTYPAID) FOR IMPORT DUTIES, TAXES, CUSTOMS CLEARANCES AND TARIFFS SHALL BE BORNEBY THE SELLER, THESE TERMS & CONDITIONS SUPERCEDE SUCH ALLOCATION AND COSTSSHALL BE BORNE BY THE BUYER.
Resale of Goods SoldHereunder − In the event of the resale of any of the goods sold, hereunder, inwhatever form, the Buyer will include the following language in a conspicuousplace in the agreement covering such resale: “Warranties by manufacturers andsellers of goods sold hereunder are limited to repair or replacement of thegoods or to the refund of the purchase price at the manufacturer’s option,within the time limit specified. Manufacturers and sellers make no warrantiesor representations, express or implied, by operation of law or otherwise as tothe merchantability or fitness for a particular purpose of the goods soldhereunder. Manufacturers and sellers are not liable for any defect in the goodssold hereunder and the purchaser releases manufacturers and sellers from anyand all liability for negligence with respect to any activity engaged in bymanufacturers and sellers with regard to the goods sold hereunder. Thepurchaser acknowledges that it alone has determined that the goods purchased hereunderwill suitably meet the requirements of their intended use. Manufacturers andsellers will not be liable for consequential, incidental, punitive or anydamages other than repair or replacement of defective goods or refund of thepurchase price for such defective goods, at manufacturer’s option.”
Patent or TrademarkInfringement − Buyer warrants to MDC that the manufacture, sale or use of goods orservices hereunder by MDC pursuant to Buyer’s supplied specificationswill not infringe any patent, copyright, trade secret, or other intellectualproperty right of any third party and Buyer shall defend, indemnify and hold MDC and its affiliates harmlessfrom and against all losses for any claimed or actual infringement of anypatents, copyrights, or other intellectual property right of any third party relatedthereto.
Technical Assistance − Unlessotherwise expressly agreed otherwise in MDC’s acknowledgement: (i) anytechnical advice provided by MDC with respect to the use of goods or servicesfurnished to Buyer shall be without charge; (ii) MDC makes no warranties of anykind and assumes no obligation or liability for any such advice, or for anyresults occurring as a result of the application of such advice; and (iii)Buyer shall have sole responsibility for selection and specification of thegoods or services appropriate for the end use of such goods or services.
Tooling − Notwithstandingpayment of amount quoted for special fixtures, patterns, dies, tools, jigs orthe like, MDC retains title and Buyer hasno right to remove such equipment from MDC’s facility. In the event of noreorder by Buyer for a period of three years from the last invoice date, MDC has the right to scrap suchequipment without notice to Buyer.
Experimental or PrototypeOrders − Notwithstanding any other provisions hereof, experimental or prototypeorders will be produced on a “Product of Best Effort” basis and will be soldand/or delivered “As Is”. NO WARRANTY EXPRESS OR IMPLIED, INCLUDING ANYWARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE ISMADE WITH RESPECT TO EXPERIMENTAL OR PROTOTYPE ORDERS.
Waiver − Waiver by MDC of any breach or variationof any of the Terms shall not be construed as a waiver of any other breach orvariation; the failure of MDC to exercise any right arising from any defaultof Buyer hereunder shall not be deemed to be a waiver of such right, which maybe exercised at any subsequent time. The invalidity in whole or in part of anyprovision of these Terms shall not affect the validity of any other provisions.
No Third-Party Beneficiaries − Exceptto the limited extent expressly provided to deduction or setoff against anycounterclaim of MDC or any affiliate of MDC herein, nothing in theseTerms is intended to create any rights by persons not a party hereto and noother party will be construed to be a third-party beneficiary of theseTerms or otherwise have any legal or equitable rights hereunder.
Confidentiality − Neitherparty shall disclose to any third party, except as required by law, thesubstance of these Terms. All written information provided hereunder by a partyto the other including, but not limited to, requirements, prices, delivery schedules,and processes, is the disclosing party’s confidential information. Thereceiving party shall not disclose any such information or use such informationexcept for the purposes of performance hereunder during the term of theapplicable agreement or purchase order and for a period of five (5) yearsthereafter, provided that the receiving party may use or disclose anyinformation that: (i) is already known to it at the time of disclosure; (ii)becomes publicly known through no fault of the receiving party; or (iii) isdisclosed to the receiving party by a third party who is free to make suchdisclosure. The obligations of confidentiality hereunder are in addition to andare deemed to modify or limit any provision respecting confidentiality setforth in any other confidentiality agreement or undertaking between theparties.
Applicable Law/Venue − All questions arising in connection with the quotation or any order submitted in connection therewith, the acknowledgment or counteroffer made in response to any such order, or the sale of the goods or services covered hereunder, shall be resolved by the laws in the state of California, without giving recognition to its choice of law principles. All disputes between MDC and Buyer must be brought in the federal and state courts located within the city of San Diego, California.
Compliance − Buyer herebyacknowledges and agrees that the goods may be subject to applicable exportcontrol and trade sanction laws, regulations, rules and licenses ("ExportControl and Trade Sanctions Rules"). Buyer shall use the goods only forlawful purposes and agrees to comply with the Export Control and TradeSanctions Rules and shall not do anything which would cause MDC to be in breach of suchRules.

Buyer will not in connectionwith this agreement or the goods, offer, promise or give, request, agree toreceive or accept directly or indirectly of any financial or other benefit toany person for the purpose of obtaining an improper advantage, or otherwiseconduct itself in a manner contrary to the UK Bribery Act 2010, US ForeignCorrupt Practices Act 1977 or other applicable anti−bribery laws (“Anti−BriberyLaws”).
Buyer warrants and representsthat along with its employees, agents, contractors and representatives: (a) itis fully aware of and understands the provisions of all applicable taxation,anti−money laundering, counter−terrorism and other financial crime laws (the"Financial Crime Laws"), and that it has in place robust andreasonable internal procedures to ensure that it and its employees, agents,contractors and representatives comply with Financial Crime Laws; (b) it hasnot committed and will not commit an offence of cheating the public revenue oran offence consisting of being knowingly concerned in, or in taking steps witha view to, the fraudulent evasion of a tax by itself or any other person (“TaxOffences”); and (c) any consideration paid for the purchase of goods and/orservices does not constitute the proceeds of crime under any applicableFinancial Crime Laws, and is not derived from conflict, terrorism or moneylaundering sources (“Financial Crime Offences”). Buyer will promptly notify MDC in writing (to the extentpermitted by law) if: (i) it becomes aware of any Tax Offences or FinancialCrime Offences by it or its employees, agents, contractors or representatives;or (ii) it or its employees, agents, contractors or representatives become thesubject of any investigation, inquiry or enforcement proceedings by anygovernmental, administrative or regulatory body regarding any potentialviolation of Financial Crime Laws, or any such investigation is threatened orpending.
Buyer shall not do anythingwhich would cause MDC to be in breach of the Export Control andTrade Sanctions Rules, Anti−Bribery Laws, Financial Crime Laws, and/or the Modern Slavery Act2015 and shall provide MDC with such information and/or documentation(including but not limited to identification documentation) as shall reasonablybe required by MDC (i) to comply with theExport Control and Trade Sanction Rules, Anti−Bribery Laws, Financial CrimeLaw, and/or the Modern Slavery Act 2015 (ii) to audit Buyer’s compliance withthis Section 22.
MDC may, in addition to theother remedies that may be available to it, refuse to enter into or to performany order, and/or immediately terminate the agreement without notice of defaultor legal action being required and without being liable to pay compensation ofany kind whatsoever for damage caused if MDC determines, at its solediscretion, that entry into to the agreement and/or performing any obligationsor exercising any rights under the agreement might cause Buyer or MDC to violate any applicableExport Control and Trade Sanctions Rules. MDC assumes no responsibility orliability for Buyer’s failure or inability to obtain any required relevantexport approval.
Buyer shall protect,indemnify and hold MDC harmless from any fines, damages, costs,losses, liabilities, fees and penalties incurred by MDC as a result of Buyer’serrors, failures or omissions to comply with this Section 22 (Compliance)and/or any termination pursuant to this Section. Buyer’s obligations under thisSection 22 (Compliance) shall survive termination of this agreement for any reasonwhatsoever.

Data Protection – Each partyshall adhere to alldata protection laws, regulatory requirements, guidance and codes of practice,including theCalifornia Consumer Privacy Act (CCPA) and any amendments thereto, as well as any otherrelevant federal, state, and local laws concerning the processing, collection,storage, and use ofpersonal data. Each Party shall ensure that personal data is processed in a fair,transparent, and lawful manner, with appropriate safeguards in place to protect such information againstunauthorized access, disclosure, alteration, or destruction.