Any applicable Sale of Goods Agreement and any and all schedules attached thereto and entered into between Medical Techniques Inc. (the “Seller”) and a buyer (the “Buyer”) are subject to, and shall be governed by, these terms and conditions (“Terms and Conditions”), all of which are incorporated and made a part of, the Sale of Goods Agreement, entered into between the Seller and the Buyer by reference.  The Buyer shall be deemed to have accepted, and agreed to be bound by, these Terms and Conditions upon the executed of the Sale of Goods Agreement.  The Seller may, from time to time and at its sole discretion, revise these Terms and Conditions without notice to the Buyer by posting the revised Terms and Conditions on www.medicaltechniques.ca.  The Terms and Conditions posted at www.medicaltechniques.ca on the date the Sale of Goods Agreement is executed shall govern.

1. Sale of Goods.
   1. The Seller shall sell to the Buyer, and the Buyer shall purchase from the Seller, the goods set forth in the Sale of Goods Agreement (the “Goods”) in the quantities and the prices set out therein.
   2. The Seller is not required to supply any of the Goods to the Buyer if the Seller reasonably determines that the sale of such Goods would violate any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement of rule of law of any governmental authority (“Law”), whether federal, provincial, territorial, local or foreign, or any arbitrator, court or tribunal of competent jurisdiction.
   3. The Buyer represents and warrants to the Seller that the purchase of such Goods from the Seller will not violate any Law applicable to the Buyer and the Buyer shall at all times comply with all Laws and not engage in any activity or transaction involving the Goods that violates any Law.
2. Delivery Date.
   1. The Goods will be delivered within a reasonable time after the date of the Sale of Goods Agreement. The Seller shall not be liable for any delays or loss in transit.
   2. The Buyer shall take delivery of the Goods within five (5) days of Seller’s written notice that the Goods have been delivered to the Delivery Point (as such term in defined in the Sale of Goods Agreement).
   3. The Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to the Buyer. Each shipment will constitute a separate sale, and the Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfilment of the quantity purchased under the Sale of Goods Agreement.
   4. If for any reason the Buyer fails to accept delivery of any of the Goods on the date fixed under the Seller’s notice that the Goods have been delivered at the Delivery Point, or if the Seller is unable to deliver the Goods at the Delivery Point on such date because the Buyer has not provided appropriate instructions, documents, licenses or authorizations:
      1. risk of loss to the Goods shall pass to Buyer;
      2. the Goods shall be deemed to have been delivered; and

• the Seller, at its option, may store the Goods until the Buyer picks them up, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

3. Non–Delivery. The quantity of any instalment of Goods as recorded by the Seller on dispatch from the Seller’s place of business is conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.  The Seller shall not be liable for any non-delivery of Goods (even if caused by the Seller’s negligence) unless the Buyer gives written notice to the Seller of the non-delivery within two (2) days of the date when the Goods would in the ordinary course of events have been received.  Any liability of Seller for non-delivery of the Goods shall be limited to delivering the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
4. Quantity. If the Seller delivers to the Buyer a quantity of Goods of up to five percent (5%) more or less than the quantity set forth in the Sale of Goods Agreement, the Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in the Sale of Goods Agreement adjusted pro rata.
5. Title and Risk of Loss. Title and risk of loss passes to the Buyer upon delivery of the Goods at the Delivery Point.  As collateral security for the payment of the purchase price of the Goods, the Buyer hereby grants to the Seller a security interest in and to all of the right, title and interest of the Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing.  The security interest granted under this provision constitutes a purchase-money security interest under the Ontario Personal Property Security Act.
6. Inspection and Rejection of Non-Conforming Goods.
   1. The Buyer shall inspect the Goods within two (2) days of receipt of the Goods (the “Inspection Period”). The Buyer will be deemed to have accepted the Goods unless it notifies the Seller in writing of any Non-Conforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by the Seller.  “Non-Conforming Goods” means only the following:
      1. the Goods are damaged during transit to the Buyer;
      2. product shipped is different than identified in the Sale of Goods Agreement; or

• product’s label or packaging incorrectly identifies its contents.

1. If the Buyer timely notifies the Seller of any Non-Conforming Goods, the Seller shall, in its sole discretion,
   1. replace such Non-Conforming Goods with conforming Goods, or
   2. credit or refund the Price for such Non-Conforming Goods.

The Buyer shall ship, at its expense and risk of loss, the Non-Conforming Goods to the Seller’s facility located in Richmond Hill, Ontario.  If the Seller exercises its option to replace Non-Conforming Goods, the Seller shall, after receiving the Buyer’s shipment of Non-Conforming Goods, ship to the Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point.

1. The Buyer acknowledges and agrees that the remedies set forth in Section 6(b) are the Buyer’s exclusive remedies for the delivery of Non-Conforming Goods. Except as provided under Section 6(b), all sales of Goods to the Buyer are made on a one-way basis and the Buyer has no right to return Goods purchased to Seller.