These terms and conditions for the sale of products (these "Terms") are the only terms that

govern the sale of the products (the #Products”) by MMAZ Inc ("MMAZ Inc") to

the buyer named on the applicable quotation or accompanying order confirmation ("Buyer").

Notwithstanding anything herein to the contrary, if MMAZ Inc and Buyer have entered into a

written contract for the sale of the Products (#Contract”), the specific terms and conditions

contained in the Contract will prevail over any conflicting terms or conditions contained in

these Terms. Buyer acknowledges and agrees that MMAZ reserves the right to amend these

Terms in its sole discretion.

The quotation or order confirmation accompanying these Terms, these Terms, and the

Contract (if any), (collectively, this "Agreement") comprise the entire agreement between

MMAZ and Buyer and supersede all prior or contemporaneous understandings, agreements,

negotiations, representations and warranties, and communications, both written and oral.

This Agreement prevails over any of Buyer's general terms and conditions of purchase

regardless of whether or when Buyer has submitted its purchase order or such terms.

Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and

conditions and does not serve to modify or amend this Agreement.

1. Purchase Orders.

Each purchase order or request for quotation must include a description of the Products,

quantity, requested delivery date, and a #ship to” address. Purchase orders or requests for

quotations must be submitted to MMAZ via e-mail, EDI, or other format agreed upon by the

parties. Unless otherwise specified in the quotation, Drive’s quotation expires thirty (30)

days from its date and may be modified or withdrawn by MMAZ before receipt of Buyer's

acceptance. Upon Buyer’s timely acceptance of a quotation, MMAZ will treat the quotation

as a purchase order. MMAZ may accept or reject any purchase order, in whole or in part, in

its sole discretion, unless it originated as a quotation and was timely accepted by Buyer, in

which case MMAZ will be deemed to have accepted the purchase order. Buyer may not

modify or cancel any purchase order once accepted by MMAZ without MMAZ written

consent. All quotations and order confirmations issued by MMAZ are subject to these Terms

and the Contract (if applicable). For the avoidance of doubt, any variations made to these

Terms or the Contract by Buyer in any purchase order are void and have no effect.

2. Price; Payment.

2.1 Buyer shall purchase the Products from MMAZ at the pricing stated in the order

confirmation or if no pricing is stated in the order confirmation, the pricing stated in MMAZ

then-current standard offered price list for the sale of the Products, as amended by MMAZ

from time to time in its sole discretion (the #Price(s)”). All Prices are exclusive of all sales,

use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed

by any governmental authority on any amounts payable by Buyer. Buyer shall be

responsible for all such charges, costs, and taxes. Unless otherwise expressly stated in the

Contract, quotation, or order confirmation, MMAZ may increase the Price for any Product at

any time.

2.2 Buyer shall pay all invoiced amounts in U.S. CANADA by wire transfer or check,

without set-off for any payment due from MMAZ, within thirty (30) days from the invoice date.

For each calendar month, or fraction thereof, that payment is not made when due, Buyer

shall pay a finance charge on the overdue unpaid balance computed at the lesser of the rate

of 1.5% per month or the maximum rate permitted by applicable law. Buyer shall be

responsible for and shall pay upon demand MMAZ attorneys’ fees, costs, and expenses

incurred in any legal action filed against Buyer to enforce this Agreement or to recover any

sums due and owing, including MMAZ post-judgment collection efforts.

2.3 If Buyer fails to pay any or all of the invoiced amount when due or if Buyer’s credit

or financial status erodes or otherwise renders MMAZ insecure, MMAZ may, in its sole

discretion: (i) immediately suspend or cancel all or any part of any order submitted by Buyer;

(ii) change any payment term to a payment term determined by MMAZ (including requiring

cash payment upon delivery); (iii) pay any incentives, rebates, fees, or other discount

arrangements net of (a) any amounts due hereunder from Buyer (b) unauthorized

deductions and service charges; and (iv) terminate and/or declare Buyer ineligible for any

incentives, rebates, fees, or other discount arrangements; (v) declare immediately due and

payable all other amounts invoiced by MMAZ to Buyer regardless of when such payments

would otherwise be due from Buyer, and/or (vi) increase the prices for Products and/or

services.

3. Delivery; Title and Risk of Loss; Storage; Nonconforming Products.

3.1 Subject to availability of the Products, MMAZ shall deliver the Products to Buyer

FCA MMAZ Facility (Incoterms® 2024). #MMAZ Facility” means MMAZ facility where the

Products will be tendered to the Buyer's agent or a common carrier for transport to the

shipping address. Buyer shall be responsible for all loading and delivery costs and charges

or pay MMAZ standard charges for shipping service. MMAZ may, in its sole discretion,

without liability or penalty, make partial shipments of Products to Buyer. Each shipment will

constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment

is in whole or partial fulfillment of Buyer's purchase order. MMAZ may deliver Products in

advance of the delivery schedule. Notwithstanding anything to the contrary, delivery times

are approximate and not guaranteed.

3.2 Title to and risk of loss of the Products passes to Buyer upon delivery of the

Products by MMAZ to Buyer’s designated agent or a common carrier.

3.3 If any Products to be delivered under this Agreement cannot be shipped to or

received by Buyer when ready due to any cause attributable to Buyer or its agents, MMAZ

may ship the Products to a storage facility. If MMAZ places the Products into storage, the

following apply: (i) title and risk of loss immediately pass to Buyer, and delivery shall be

deemed to have occurred; (ii) any amounts otherwise payable to MMAZ upon delivery or

shipment shall be due; (iii) upon submission of Drive's invoices, Buyer shall be liable for and

pay all expenses and charges incurred by MMAZ related to storage; and (iv) when conditions

permit and upon payment of all amounts due, MMAZ shall make Products available to Buyer

for delivery.

3.4 Buyer shall be deemed to have accepted the Products at the time of delivery

unless Buyer notifies MMAZ in writing of any Nonconforming Products within seven (7) days

of Buyer’s receipt and furnishes written evidence or other documentation as required by

Drive. #Nonconforming Product(s)” means (i) shipped products are different than as

identified in the Order Confirmation; or (ii) the product's label or packaging incorrectly

identifies its contents. MMAZ, upon such timely notification from Buyer, shall, in its sole

discretion, (a) replace such Nonconforming Products with conforming Products, or (b) credit

or refund the Price for such Nonconforming Products, together with any reasonable shipping

and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its

expense and risk of loss, the Nonconforming Products to the location designated by MMAZ. If

MMAZ exercises its option to replace Nonconforming Products, Drive shall, after receiving the

Nonconforming Products, ship to Buyer, at MMAZ expense and risk of loss, the replacement

Products to the shipping address specified in the original Order. Buyer acknowledges and

agrees that the remedies set forth in this Section 3.4 are Buyer's exclusive remedies with

respect to rejection or revocation of acceptance of the Products, notwithstanding any

provisions of the New York Uniform Commercial Code or other applicable laws to the

contrary.

4. Limited Warranty.

4.1 For the ninety (90) day period following delivery of the Products (the #Warranty

Period”), MMAZ warrants to Buyer that, at the time of shipment, the Products (i) shall meet

MMAZ published description of the Product form, fit, features, and functions

(#Specifications”) or express warranties which accompany the Products or are agreed to in

writing by the Parties and (ii) shall not be adulterated or misbranded within the meaning of

the U.S. Food, Drug, and Cosmetic Act or other similar, applicable laws in the jurisdiction in

which the Products are delivered (the #Limited Warranty”).

4.2 In the event any Product fails to meet the Limited Warranty (a #Defective

Product”), MMAZ shall, at its sole option, repair or replace the Defective Product at no cost to

Buyer; or issue a refund or credit to Buyer for the purchase price thereof. Under no

circumstances will the Limited Warranty apply to any Product which has been used with

unapproved components or to any Product which has been customized or modified,

damaged, reused, or misused. BUYER ACKNOWLEDGES AND AGREES THAT THE

REMEDIES SET FORTH IN THIS SECTION 4.2 ARE BUYER'S EXCLUSIVE REMEDIES

WITH RESPECT TO ANY DEFECTIVE PRODUCT AND BREACH OF THE LIMITED

WARRANTY, NOTWITHSTANDING ANY PROVISIONS OF THE NEW YORK UNIFORM

COMMERCIAL CODE OR OTHER APPLICABLE LAWS TO THE CONTRARY.

4.3 MMAZ shall not be liable for a breach of the Limited Warranty unless: (i) Buyer gives

written notice of the nonconformance, reasonably described, to Drive within the Warranty

Period; (ii) MMAZ is given a reasonable opportunity after receiving the notice to examine such

Products and Buyer (if requested to do so by MMAZ) returns such Products to MMAZ’s place

of business at MMAZ cost; and (iii) MMAZ reasonably verifies Buyer’s claim that the

Products are Defective Products.

4.4 MMAZ shall not be liable for a breach of the Limited Warranty if: (i) Buyer makes

any further use of such Defective Products after giving such notice; (ii) the defect arises

because Buyer failed to follow MMAZ’s oral or written instructions as to the storage,

installation, commissioning, use, or maintenance of the Products; (iii) Buyer alters, repairs,

or conducts testing used to evaluate such Products without the prior written consent of MMAZ

or (iv) the defect is caused by the handling or packaging of the Products by Buyer.

4.5 EXCEPT FOR THE LIMITED WARRANTY AND THE CONSUMER LIMITED

WARRANTY ACCOMPANYING THE PRODUCTS, MMAZ MAKES NO WARRANTY

WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (A)

WARRANTY OF MERCHANTABILITY; (B) NON-INFRINGEMENT; OR (C) WARRANTY

OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY

LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR

OTHERWISE.

5. Limitation of Liability.

5.1 THE TOTAL LIABILITY OF MMAZ TO BUYER FOR ALL CLAIMS OF ANY KIND,

OTHER THAN THOSE ARISING UNDER THE LIMITED WARRANTY, SHALL NOT

EXCEED (a) THE LESSER OF (i) THE PRICE RECEIVED BY DRIVE FOR THE

AFFECTED PRODUCT, OR (ii) IF BUYER PLACES MULTIPLE ORDER(S) UNDER THIS

AGREEMENT, THE PRICE OF EACH PARTICULAR ORDER FOR ALL CLAIMS ARISING

FROM OR RELATED TO THAT ORDER, OR (b) TEN THOUSAND US DOLLARS

(US$10,000) FOR ALL CLAIMS NOT RELATED TO ANY PARTICULAR ORDER OR

PRODUCT.

5.2 MMAZ SHALL NOT BE LIABLE TO BUYER FOR ANY LOSS OF PROFIT OR

REVENUES, LOSS OF USE OF EQUIPMENT OR SYSTEMS, INTERRUPTION OF

BUSINESS, COST OF REPLACEMENT POWER, COST OF CAPITAL, DOWNTIME

COSTS, INCREASED OPERATING COSTS, OR FOR ANY SPECIAL, CONSEQUENTIAL,

INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES UNDER ANY

CIRCUMSTANCES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT

(INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH

DAMAGES WERE FORESEEABLE AND WHETHER OR NOT DRIVE HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE

FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

5.3 Except pursuant to the consumer limited product warranty accompanying the

Products, MMAZ’s liability to Buyer ceases upon expiration of the applicable Warranty

Period, provided that Buyer may continue to enforce a claim for which it has given notice

prior to that date by commencing an action or arbitration, as applicable under this

Agreement, before expiration of any statute of limitations or other legal time limitation, but in

no event later than one (1) year after expiration of such Warranty Period.

5.4 If Buyer is supplying Products to a third party or using Products at a facility owned

by a third party, Buyer shall (i) indemnify and defend MMAZ from and against any and all

claims by, and liability to, any such third party in excess of the limitations set forth in this

Section 5, and (ii) require that the third party agree in writing to be bound by the limitations

set forth in this Section 5. For purposes of this Section 5, the term "MMAZ' means Medical

Depot, Inc., its affiliates, subsidiaries, subcontractors, and suppliers of any tier, and their

respective employees, officers, directors, and agents. The limitations in this Section 5

5.5 apply regardless of whether a claim is based in contract, warranty, indemnity,

tort/extra-contractual liability (including negligence), strict liability, or otherwise, whether or

not foreseeable and prevail over any conflicting terms.

6. Compliance with Laws, Codes, and Standards.

6.1 Buyer shall comply with all laws applicable to its marketing, promotion, resale,

distribution, storage, transportation, disposal, and post-market surveillance of the Products.

Buyer shall comply with all export and import laws of all countries involved in the sale of the

Products under this Agreement or any resale of the Products by Buyer. Buyer assumes all

responsibility for shipments of Products requiring any government import clearance.

6.2 BUYER MAY RECEIVE DISCOUNTS OR OTHER REDUCTIONS IN PRICE IN

CONNECTION WITH ITS PURCHASES OF PRODUCTS UNDER THESE TERMS, AND

SUCH PURCHASES MAY ALSO QUALIFY BUYER FOR DISCOUNTS OR OTHER

REDUCTIONS IN PRICE ON CERTAIN PURCHASES MADE PURSUANT TO A

CONTRACT SUBJECT TO TERMS AND CONDITIONS THEREOF. BUYER WILL BE

RESPONSIBLE FOR REPORTING ALL PRICES, DISCOUNTS, AND REBATES

PURSUANT TO THESE TERMS AND PURSUANT TO ANY CONTRACT, TO

REIMBURSING AGENCIES TO THE EXTENT REQUIRED BY LAW OR REGULATION,

INCLUDING MEDICARE AND MEDICAID, AND OTHER ENTITIES, MAINTAINING

RECORDS THEREOF, AND PROVIDING INFORMATION TO REIMBURSING AGENCIES,

IN ACCORDANCE WITH ALL APPLICABLE LAWS. ANY PRICE REDUCTION OR

DISCOUNT PROGRAM DESCRIBED IN THESE TERMS OR ANY CONTRACT IS

INTENDED TO BE A DISCOUNT WITHIN THE MEANING OF APPLICABLE FEDERAL

AND STATE ANTI-KICKBACK LAWS, INCLUDING, 42 U.S.C. §1320A-7B(B) AND THE

DISCOUNT SAFE HARBOR PROMULGATED THEREUNDER AND CURRENTLY FOUND

AT 42 C.F.R. §1001.952(H). BUYER UNDERSTANDS THAT THESE TERMS AND ANY

CONTRACT MAY NOT REFLECT THE NET COST OF A PRODUCT DUE TO A REBATE

OR OTHER DISCOUNT PROGRAM.

6.3 BUYER REPRESENTS AND WARRANTS THAT IT WILL SATISFY ANY AND

ALL REQUIREMENTS IMPOSED ON BUYER, INCLUDING WHEN REQUIRED BY LAW,

THE REQUIREMENT TO ACCURATELY REPORT, OR MAKE AVAILABLE UPON

REQUEST BY A FEDERAL OR STATE HEALTH CARE PROGRAM, THE NET COST

ACTUALLY PAID BY BUYER FOR THE PRODUCTS COVERED BY THESE TERMS AND

ANY CONTRACT. FOR PURPOSES OF COST REPORTING REQUIREMENTS UNDER A

FEDERAL OR STATE PROGRAM WHICH PROVIDES COST BASED REIMBURSEMENT,

BUYER UNDERSTANDS THAT ANY SUCH DISCOUNTS, INCLUDING REBATES,

SHOULD BE PROPERLY ALLOCATED ON A UNIT BASIS SO AS TO REPORT A NET

SALE PRICE THAT ACCURATELY REFLECTS THE TOTAL AMOUNT OF THE

DISCOUNT RECEIVED. IN THE EVENT EITHER PARTY DETERMINES THAT THESE

TERMS MAY NOT COMPLY WITH SUCH STATUTES, THE PARTIES AGREE TO WORK

TOGETHER TO ESTABLISH A DISCOUNT OR REBATE STRUCTURE THAT MEETS

THE REQUIREMENTS OF SUCH STATUTES.

6.4 Buyer represents and warrants to MMAZ that neither Buyer nor any of its affiliates,

employees, or contractors: (a) have been convicted of a criminal offense related to

healthcare; (b) are listed on the Office of Inspector General’s List of Excluded

Individuals/Entities, or are otherwise currently excluded, suspended or debarred from

participating in any federal healthcare program; (c) are under investigation (civil or criminal)

by any federal or state enforcement, regulatory, administrative or licensing agency; or (d)

are currently listed on the General Services Administration List of Parties Excluded from the

Federal Procurement and Non-Procurement Programs.

7. Health and Safety Matters.

7.1 Buyer shall immediately notify MMAZ in writing upon becoming aware of any reports

of adverse events or other complaints alleging deficiencies related to the identity, quality,

durability, reliability, safety, effectiveness, or performance of any Product purchased by

Buyer under this Agreement. Buyer shall provide MMAZ with all information reasonably

requested by MMAZ regarding such report or complaint, including, without limitation, the

name of the complainant, the nature of the complaint, and the part numbers and serial

numbers affected. Buyer shall promptly investigate and monitor all such reports and

complaints and keep MMAZ informed on the status and results of Buyer's investigation. Buyer

shall maintain complete and accurate records relating to any adverse event report,

complaint, or Product investigation.

7.2 Buyer shall be responsible for any post-market vigilance or similar activities that

may be required under the U.S. Food, Drug and Cosmetic Act, as amended, and any similar

law in any jurisdiction or territory in which Buyer uses, sells, or distributes the Products, and

for implementing any recall, market withdrawal or correction regarding Products sold by

Buyer. Buyer shall notify MMAZ promptly if any Product becomes the subject of a recall,

market withdrawal, or correction, and the parties shall cooperate in the handling and

disposition thereof. Buyer shall bear all costs of any recall, market withdrawal, or correction

except that MMAZ shall bear such costs to the extent the applicable recall, market withdrawal,

or correction results from a breach of this Agreement by MMAZ.

7.3 Buyer represents and warrants that it will not sell or distribute the Products in any

jurisdiction or territory until Buyer has obtained all licenses, approvals, permits, and

authorizations required by the laws and regulations of such jurisdiction or territory, provided

that such sell or distribution does not violate any laws of the United States of America.

8. Confidential Information.

All non-public, confidential or proprietary information of MMAZ, including but not limited to

Specifications, samples, patterns, designs, plans, drawings, documents, data, business

operations, Buyer lists, pricing, Prices, discounts, and rebates (collectively, #Confidential

Information”), disclosed by MMAZ to Buyer, whether disclosed orally or disclosed or

accessed in written, electronic or other form or media, and whether or not marked,

designated or otherwise identified as "confidential" is confidential, solely for the use of

performing this Agreement and may not be disclosed or copied unless authorized in.