TERMS AND CONDITIONS

These Standard Terms and Conditions (the “Terms”) apply to all purchases of products made available for sale (“Products”) by Human Biologix, LLC (“HB”), a company headquartered in San Antonio, Texas, to its customers (“Customer”) and the facilities Customer owns, manages, or controls (“Facility” or “Facilities”).

Unless superseded by a separate written agreement signed by an authorized representative of HB or as provided in Section 2B, these Terms govern all Product purchases by Customer. HB reserves the right to modify these Terms at any time, with or without notice, effective upon posting on its official website.

1. ORDERS, SHIPPING, AND RESTRICTIONS

• Shipping: HB will ship orders to designated locations within the United States. Customer shall specify an intended application date (“Application Date”), and HB will ship orders via standard freight within a minimum of two (2) business days of the Application Date, provided the order is placed in advance and Products are available.

• Risk of Loss: Title and risk of loss transfer to Customer upon delivery to the designated location.

• Order Issues: Any shortages, overages, or discrepancies must be reported within one (1) business day of receipt.

• Usage Restrictions: Products must be used only for patient applications within the U.S. Redistribution, transshipment, freight forwarding, exportation, comparative testing, or reverse engineering without written consent from HB is prohibited. Violation of these restrictions may result in contract termination.

2. PRICES & PAYMENT

• Pricing: Customer will be charged the applicable contracted price, or, in the absence of a contract, HB’s current standard pricing. HB will provide at least forty-five (45) days’ prior notice of any price changes.

• GPO Agreements: If Customer is a member of a Group Purchasing Organization (GPO), pricing and terms under the GPO agreement will supersede these Terms during the agreement period. If Customer ceases to be a GPO member, these Terms will resume effectiveness.

• Taxes: Customer is responsible for all applicable taxes except those based on HB’s income.

3. TERMS OF PAYMENT

• Payment Terms: Payment is due within forty-five (45) days from the invoice date.

• Late Fees: HB may charge 1.5% per month (or the maximum allowable by law) on overdue payments.

• Suspension of Deliveries: HB may suspend deliveries if any outstanding amounts remain unpaid.

• Invoice Disputes: Customer must dispute any invoice errors within thirty (30) days of receipt; otherwise, claims will be deemed waived.

4. RESPONSIBILITY FOR PAYMENT

• Customer is solely responsible for payment, regardless of whether reimbursement is received from Medicare, Medicaid, or any third-party payors.

• Customer must obtain all necessary authorizations and pre-certifications for reimbursement. HB is not liable for any denial of reimbursement.

5. COLLECTION COSTS

Customer agrees to reimburse HB for any costs incurred in collecting overdue payments, including court costs, attorney fees, and collection agency fees.

6. LIMITED WARRANTY, RETURNS, AND RECALLS

6A. Limited Warranty

HB warrants that Products will:

1. Meet HB’s written specifications and

2. Be compliant with applicable U.S. laws and regulations at the time of delivery.

If a Product fails to meet this warranty, HB may, at its discretion:

• Replace the Product or

• Refund the purchase price.

Exclusions: The warranty does not cover Products that have been:

• Misused, mishandled, altered, or subjected to improper storage

• Used for unapproved purposes

• Modified by anyone other than HB

Disclaimer: THIS WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6B. Product Returns

• Returns must comply with HB’s Return Product and Order Cancellation Policy (see below).

• HB reserves the right to update return policies without notice.

6C. Product Recalls

• In case of a recall (whether mandated or voluntary), HB will either replace the affected Products or issue a full refund.

• Customer must return recalled Products, and HB will cover return shipping costs.

7. REJECTION OF PURCHASE ORDERS

• HB may reject any purchase order for any reason.

• Rejection does not affect any previously accrued obligations.

8. CONFIDENTIALITY

• Customer agrees to maintain confidentiality regarding any proprietary information provided by HB.

• Disclosure is permitted only when required by law, provided HB is given prior notice.

9. INDEMNIFICATION

Customer agrees to defend, indemnify, and hold HB harmless from all third-party claims, damages, or liabilities arising from:

• Improper use of HB Products

• Violation of any law or regulation in connection with Product use

10. FORCE MAJEURE

HB is not liable for delays or failures in performance due to causes beyond its control, including natural disasters, labor strikes, government regulations, and supply chain disruptions.

11. RELATIONSHIP OF PARTIES

These Terms do not establish a partnership or joint venture. Customer is an independent purchaser and may not represent itself as having authority to bind HB.

12. TRADEMARKS & BRAND USAGE

• Customer may use HB trademarks only to inform patients about the Products.

• HB retains all rights to its intellectual property.

• HB may revoke this license at any time.

13. LIMITATION OF LIABILITY

• HB is not liable for any indirect, special, punitive, or consequential damages.

• HB’s total liability for any claim shall not exceed the amount paid by Customer for the affected Product in the prior 12 months.

14. GOVERNING LAW & JURISDICTION

These Terms are governed by the laws of the State of Texas, without reference to conflict-of-law principles.

• All disputes must be brought in the courts of San Antonio, Texas.

15. NOTICES

1. Personal delivery

2. Reputable overnight courier

3. Certified mail (return receipt requested)

17. ORDER CANCELLATION POLICY

18. TRANSMISSION OF UNAUTHORIZED INFORMATION

• Protected health information (PHI)

• Confidential or privileged materials

If such information is transmitted in error, Customer must immediately notify HB and assist in any remedial actions.

19. ENTIRE AGREEMENT & MODIFICATIONS

• These Terms constitute the entire agreement between HB and Customer.

• HB may update these Terms at any time.

20. NO IMPLIED WAIVERS

Failure to enforce any provision does not waive HB’s right to enforce it in the future.

21. ASSIGNMENT

Customer may not assign rights or obligations under these Terms without HB’s prior written consent.

22. SEVERABILITY

If any provision is found invalid or unenforceable, the remaining Terms remain in full force.