Terms and Conditions of Sale

1. Scope of Application

These General Terms and Conditions (“Terms”) apply to all sales of goods (“Goods”) by Krayden Europe B.V., formerly CAPLINQ Europe B.V., Krayden (M) Sdn. Bhd., formerly CAPLINQ Malaysia Sdn. Bhd., CAPLINQ Americas, Inc., and CAPLINQ Corporation (collectively, the “Seller”). Unless otherwise agreed in writing, these Terms govern all transactions between the Seller and the Buyer (collectively, the “Parties”).

2. Acceptance

2.1. All orders and sales contracts are subject to acceptance or rejection by Seller and are binding only when accepted in writing. Such acceptance constitutes a binding contract governed by these Terms and the laws of the Seller’s jurisdiction.

2.2. Buyer shall be deemed to have assented to these Terms upon the earliest of:

• (i) Buyer’s acceptance of any Goods shipped; or
• (ii) Buyer’s failure to provide Seller with written notice of objection within ten (10) days from receipt of Seller's order confirmation (as defined below).

2.3. Seller’s commencement, performance, and/or delivery is for Buyer’s convenience only and shall not be construed as acceptance of any conflicting Buyer terms or conditions. Any terms proposed by Buyer in a purchase order or otherwise which are different from or in addition to these Terms are expressly rejected. Notwithstanding the foregoing, if a separate written agreement signed by both Parties exists, the terms of that agreement shall prevail over these Terms to the extent of any conflict.

2.4. Acceptance is at all times subject to availability for delivery of the Goods, and blanket order pricing, if applicable, is limited to one (1) year from the date of acceptance unless otherwise agreed in writing.

2.5. The Seller’s recorded weights of shipped Goods shall be deemed final and binding unless Buyer provides written proof of discrepancy within ten (10) days of delivery. If no such proof is provided, the Goods shall be deemed accepted by Buyer in accordance with the warranty and delivery provisions herein.

3. Delivery; Title and Risk of Loss

3.1. Time is of the essence. Deliveries shall be made in the quantities and at the times specified by Buyer. All deliveries shall ship complete unless partial shipments are approved in advance by Buyer. Seller may make partial shipments only if approved by Buyer in writing. Buyer may request changes or suspend delivery schedules, subject to Seller’s reasonable operational feasibility.

3.2. Estimated delivery dates provided by Seller are based on Buyer’s requested schedule and available inventory. Seller shall make commercially reasonable efforts to meet requested delivery dates but shall not be liable for delays caused by circumstances beyond its reasonable control, as described in Section 13.

3.3. Title and risk of loss or delay for all Goods supplied shall pass to Buyer upon delivery of the Goods by Seller to the carrier at the shipping point (“Delivery Point”). In case of damage during shipment, Buyer is responsible for notifying the carrier upon delivery and must retain all packaging in order to pursue a claim.

3.4. Buyer shall accept delivery of the Goods upon receiving written notice from Seller that the Goods have been delivered to the Delivery Point. Buyer shall be responsible for all unloading costs and shall provide the equipment and labor reasonably necessary to receive the Goods at the Delivery Point.

3.5. Seller shall use commercially reasonable efforts to deliver Goods on time. In the event of a delay, Buyer may notify Seller in writing, and the Parties shall work in good faith to address the delay. Seller’s liability for any delay shall remain subject to Section 10.

3.6. Each shipment shall constitute a separate sale, and Buyer shall pay for the units shipped, whether the shipment fulfills Buyer’s purchase order in whole or in part.

3.7. If, for any reason, Buyer fails to accept delivery of any Goods on the date specified in Seller’s notice that the Goods have been delivered to the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date due to Buyer’s failure to provide necessary instructions, documents, licenses, or authorizations:

• (i) risk of loss for the Goods shall pass to Buyer;
• (ii) the Goods shall be deemed delivered; and
• (iii) Seller may, at its option, store the Goods until Buyer collects them, with Buyer being liable for all related costs and expenses, including, but not limited to, storage and insurance.

3.8. Buyer shall inspect the Goods promptly upon delivery. Any claims for visible defects, shipping damage, or shortages must be made in accordance with Section 8.4.

4. Quotations

4.1. Unless otherwise specified, quotations are for information only and are not intended as an offer and are subject to change without notice in all respects, including prices, delivery dates, terms, quantities, or specifications.

4.2. Written quotations are void unless accepted by Buyer within sixty (60) days from the date of issue, or sooner if otherwise stated in the quotation.

4.3. Any accepted quotation forms part of the contract between the Parties, but does not override these Terms unless explicitly referenced and agreed in writing.

5. Freight Terms

5.1. Small package shipments shall be made F.O.B. origin, with freight prepaid and added to the invoice. Seller shall use the most economical routing at its discretion.

5.2. Additional transportation costs incurred at Buyer’s request or discretion shall be borne by Buyer.

5.3. If Buyer, its affiliates, agents, or representatives engage a freight forwarder or similar service provider, Buyer shall promptly provide Seller with copies of relevant freight records regarding product exports upon request.

5.4. Buyer shall promptly notify Seller in writing if Buyer receives notice of, or otherwise has reason to believe, that a violation of applicable export law has occurred.

6. Returns

6.1. All orders are considered non-cancellable and non-returnable upon issuance of a purchase order, unless otherwise approved in writing by Seller.

6.2. Temperature-controlled items are not returnable under any circumstances.

6.3. Shelf-life items may be returnable at Seller’s discretion and may be subject to a restocking fee if Seller determines that the product still has sale value.

6.4. Any approved return shall comply with Seller’s instructions for shipment, packaging, and documentation.

7. Payment Terms

7.1. All prices are stated in the local currency of the applicable Seller entity and are exclusive of any applicable taxes, duties, levies, or similar charges, unless otherwise agreed in writing. Buyer shall be responsible for all such charges.

7.2. Notwithstanding any other provision herein, for single or non-recurring orders, prices and terms of payment are subject to change without notice. If prices are increased by Seller before delivery of the Goods to a carrier for shipment to Buyer, these Terms shall be construed as if the increased prices were originally inserted herein, and Buyer shall be billed based on such increased prices.

7.3. For contractual recurring or blanket orders, the following shall apply:

• a. Seller may revise pricing upon thirty (30) days’ written notice due to manufacturer or material price increases.
• b. In the event of a deviation in Seller’s procurement costs due to factors outside Seller’s control (including exchange rates or logistics) resulting in a price change of more than +15% to -10%, the Parties shall, upon written request, negotiate in good faith to determine if a further adjustment is appropriate. If the Parties fail to agree on a revised price within fifteen (15) days of such request, Seller may, at its option, cancel the remaining portion of the order without penalty.

7.4. With respect to any shipment, the price in effect at the time of shipment shall apply to the Goods.

7.5. The default production batch volume, including any applicable tolerance, shall be as specified in the applicable quotation. If the final production yield deviates from the original order quantity, Buyer shall issue a revised purchase order reflecting the adjusted quantity in accordance with the quotation.

7.6. Seller may invoice and recover payment for each delivery as a separate transaction, without reference to any other delivery.

7.7. Payment terms are net thirty (30) days from the date of invoice, unless otherwise stated in writing or noted on the invoice. Payment shall be made without set-off, counterclaim, or deduction unless required by law.

7.8. Any past due balance shall accrue interest at a rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum). Buyer shall reimburse Seller for all reasonable costs incurred in collecting overdue amounts, including attorneys’ fees and court costs.

7.9. In addition to all other remedies available under this Agreement, at law, or in equity, Seller may suspend performance, including the delivery of any Goods, if Buyer fails to pay any amount when due or otherwise breaches these Terms.

8. Warranty

8.1. If Buyer purchases products in their original packaging, the only warranty available shall be the manufacturer’s warranty, which Seller does not independently adopt, guarantee, or represent.

If Buyer purchases products repackaged by Seller, causing the original manufacturer’s seal to be broken, Seller warrants only that the products will be free from material defects and workmanship attributable to the repackaging process under normal use and service for the shelf life described in the technical data sheet, but in no event longer than one (1) year from receipt.

8.2. Seller's recommendations or instructions regarding the use of any Good, whether used alone or in combination with other products, are based on information believed to be reliable. However, Seller makes no warranty or guarantee of results and assumes no obligations or liability with respect thereto. Seller assumes no responsibility for any assembly into which a Good is incorporated as a component or part. Buyer shall be responsible for designing and conducting all testing to determine whether any Good is suitable for its intended application. Recommendations or instructions from Seller are not intended to suggest operations that would infringe, or not infringe, any patents belonging to third parties. Seller may, without liability, decline to continue deliveries of any Good, the manufacture, sale, or use of which, in Seller's opinion, would infringe any such patent, now or hereafter issued.

8.3. Buyer must give written notice of nonconformance to Seller within ten (10) days from the time Buyer discovers or should have discovered the nonconformance, but in no event later than thirty (30) days after receipt. Failure to provide notice within these timeframes shall constitute a waiver of all claims. Seller shall have a reasonable opportunity to examine such Goods. Buyer, at Seller’s request, shall return the Goods to Seller’s place of business at Buyer’s cost for examination. Seller shall reasonably verify the claim.

8.4. Seller shall not be liable for a breach of warranty if Buyer:

• a. Continues to use such Goods after giving notice;
• b. Fails to follow Seller’s instructions regarding storage, installation, commissioning, use, or maintenance; or
• c. Alters or repairs such Goods without Seller's prior written consent.

8.5. Subject to Sections 8.3 and 8.4, Seller may, at its sole discretion, either replace such Goods or refund the price of such Goods. Buyer shall initially return Goods at Buyer's expense; however, if the Goods are found to be nonconforming, Seller shall reimburse Buyer for reasonable return shipping costs. For auxiliary items, the warranty is limited to the manufacturer's warranty.

8.6. Buyer’s exclusive remedy and Seller’s sole liability for any breach of warranty shall be limited to refund of the purchase price or replacement of Goods shown to be otherwise than as warranted. Seller shall not be liable for incidental or consequential damages, except that nothing limits Buyer’s right to recover consequential damages for injury to person when the Goods purchased are consumer goods.

8.7. THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WRITTEN OR UNWRITTEN EXPRESS OR IMPLIED WARRANTIES. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY AGAINST INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Except for the limited warranties expressly set forth in this Section 8, the Goods are supplied “AS IS.” Any Buyer terms seeking to impose additional warranty or liability obligations beyond those set forth in these Terms are expressly rejected.

9. Flowdown

9.1. In order to stock material and keep lead times short, Seller purchases material from manufacturers in advance of many customer purchases. Customer flowdown requirements will be reviewed against applicable contracts and purchase orders for compliance. Unless specifically notified in writing that absolute flowdown is required, all orders will be processed based on this review. Requirements for absolute flowdown will require full factory minimums and full factory lead time. Where Buyer’s purchase order or contract references applicable quality management standards, including but not limited to ISO9001, AS9100, or AS9120, Seller shall review flowdown requirements and implement such measures to the extent reasonably feasible. Buyer flowdown obligations are limited to those explicitly communicated in writing as mandatory.

9.2. Seller’s acceptance of a Purchase Order does not constitute acceptance of any flowdown requirements unless such requirements are expressly listed and signed-off by Seller’s Quality Department.

10. Limitation of Seller’s Liability

10.1. In no event shall Seller be liable to Buyer or any third party for any loss of use, revenue, or profit; loss of data; diminution in value; or any consequential, indirect, incidental, special, exemplary, or punitive damages, whether arising out of or related to a breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not the Seller has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

10.2. In no event shall Seller's aggregate liability arising out of or related to this Agreement, whether arising out of or related to a breach of contract, tort (including negligence), or otherwise, exceed the total of the amounts paid to Seller for the nonconforming Goods.

10.3. Failure to provide notice of any claim within the time periods set forth in Section 8.3 shall be deemed to constitute satisfactory performance by Seller and a waiver of all claims by Buyer.

11. Liability for Unloading and Handling of Goods

11.1. Buyer shall assume full responsibility and liability for:

• a. The unloading, discharge, storage, handling, disposal, and use of any Goods or Goods containers, whether alone or in combination with other substances.
• b. Compliance or non-compliance with any applicable laws or regulations related to the above.
• c. Damage to or destruction of returnable containers from any cause whatsoever after delivery to the Buyer and until their return to the Seller in good condition.

11.2. If applicable, carboys, steel drums, and other returnable containers shall remain the property of Seller, who shall reserve full recapture rights.

11.3. If a deposit is paid for a returnable container, the Buyer shall receive credit for the deposit amount upon the return of the container to Seller (F.O.B. Seller's shipping point).

12. Specifications

Seller shall provide Manufacturer Test Reports to support specification testing following Manufacturer guidelines. Seller does no independent testing.

13. Force Majeure

13.1. Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller, including but not limited to acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots, civil unrest, national emergencies, revolutions, insurrections, epidemics, lockouts, strikes, or other labor disputes (whether or not related to either party's workforce), restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials (including but not limited to raw materials on terms acceptable to Seller), shortages of materials or equipment, or telecommunications breakdowns or power outages.

13.2. If any such contingencies occur, Seller may, without any liability to Buyer, retain its available supply of any Good for its own use or distribute it among its customers in a manner deemed fair and practicable by Seller. At the option of either Party, the total quantity to be delivered shall be reduced by the quantity not delivered due to such causes.

14. Confidentiality

14.1. All non-public, confidential, or proprietary information of the Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by the Seller to the Buyer, whether disclosed orally, in writing, electronically, or through other forms or media, and whether or not marked, designated, or otherwise identified as "confidential," shall be deemed confidential. Such information is to be used solely for the purpose of performing this Agreement and may not be disclosed or copied without the Seller's prior written authorization.

14.2. Upon the Seller's request, the Buyer shall promptly return all documents and other materials received from the Seller. The Seller shall be entitled to injunctive relief for any violation of this Section.

14.3. This Section shall not apply to information that:

• a. is in the public domain;
• b. was known to the Buyer at the time of disclosure; or
• c. is rightfully obtained by the Buyer on a non-confidential basis from a third party.

15. Notice

Any notice shall be deemed sufficiently given when duly mailed, addressed to the Seller or the Buyer at their respective addresses appearing herein, or to such other address as either Party may designate by written notice.

16. Assignability

This Agreement shall bind the respective successors and assigns of the Parties hereto, but none of the Buyer's rights or obligations hereunder shall be assigned without the Seller's prior written consent.

17. Waiver

No waiver by Seller of any provisions in this Agreement shall be effective unless explicitly set forth in writing and signed by the Seller. The failure or delay by Seller to exercise any right, remedy, power, or privilege arising from this Agreement shall not operate or be construed as a waiver thereof. Furthermore, the single or partial exercise of any such right, remedy, power, or privilege does not preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

18. Compliance with Laws

18.1. Seller certifies that the production of the Goods complies with all applicable labor, safety, and environmental laws, including but not limited to the Fair Labor Standards Act of 1938, as amended. To the best of the Seller's knowledge, the Goods also comply, as applicable, with the Occupational Safety and Health Act of 1970, the Toxic Substances Control Act of 1976, and other relevant laws and regulations of any applicable jurisdiction. The Seller's liability under this provision is limited to that stated in Sections 8.6 and 10 above.

18.2. Seller shall comply with applicable local laws and, where applicable, Buyer-specified regulations, including but not limited to export controls, California Proposition 65, and the FCPA/UK Bribery Act, to the extent that such compliance is feasible under Seller’s operational jurisdiction.

18.3. Compliance to Krayden Business Code of Conduct and Confidentiality (https://ecommapi.krayden.com/content/pdf/quality/business_code_of_conduct_and_confidentiality.pdf) is required.

19. Use of Goods

Buyer agrees to comply with all applicable federal and local laws, rules, and regulations related to its business and the use of the Goods. Determination of the suitability of the Goods for the intended use by Buyer or Buyer’s customers is the sole responsibility of Buyer or Buyer’s customers, as applicable. Seller shall have no responsibility in connection therewith. Buyer assumes all risk and liability for any loss, damage, or injury to the property of Buyer or others arising out of the use or possession of the Goods furnished hereunder.

20. Indemnification

20.1. Buyer shall indemnify, defend, and hold harmless Seller, and Seller's owners, officers, directors, employees, agents, subsidiaries, affiliates, contractors, and represented manufacturers (collectively, the “Seller Indemnitees”) from and against any and all liabilities, claims, costs, fees, damages, losses, and expenses (including, without limitation, reasonable attorneys’ fees and court costs) (collectively, “Losses”) which a Seller Indemnitee may incur or suffer as a result of:

• a. Buyer’s failure or omission to comply with the terms of this Agreement;
• b. any actual or alleged infringement of any patents, copyrights, or trademarks arising from the manufacture or sale of products in accordance with patterns, designs, specifications, drawings, directions, technical information, or data furnished to Seller by Buyer; or
• c. the use of the Goods in any manner prohibited by Seller or the product manufacturer, including, without limitation, in-body medical device applications, unless explicitly approved in writing by Seller and the manufacturer.

20.2. Any Party seeking indemnification under this Agreement (the “Indemnitee”) shall give at least five (5) business days’ prior written notice to the Party from whom indemnification is sought (the “Indemnitor”) upon becoming aware of any claim for which indemnification may be applicable, including such documentation and information as is reasonably available to the Indemnitee and necessary to enable the Indemnitor to determine whether and to what extent indemnification is owed. Failure to provide such notice shall constitute a waiver of indemnification obligations only to the extent that the Indemnitor suffers material damage as a result.

21. Medical Application

In the event the Buyer uses or attempts to use the Goods in medical applications, the Buyer acknowledges and agrees as follows:

• a. The Goods are manufactured under normal industrial conditions, which may not meet the requirements applicable to products intended for certain medical applications. It is the sole responsibility of individuals or entities considering the use of the Goods for medical purposes to ensure compliance with all applicable laws, rules, regulations, codes, and standards.
• b. Unless expressly specified in writing by the Seller, the Goods have not been designed, manufactured, tested, or qualified for use in certain medical applications (including life support systems). Furthermore, the Seller has not sought or obtained any rulings from federal or local government agencies regarding the safety, effectiveness, or appropriateness of the Goods for such applications. Individuals or entities intending to evaluate or use the Goods for medical purposes must rely on their own medical and legal judgment without any representation from the Seller. The Buyer waives any and all claims against the Seller in connection with the use of the Goods in medical applications.
• c. The Buyer shall indemnify, defend, and hold harmless the Seller Indemnitees from and against any and all Losses arising out of or related to bodily injury (including death) or property damage resulting from the incorporation of the Goods as part of any product made by the Buyer or the Buyer's immediate or ultimate customers for medical applications, including without limitation cardiac pacemakers, defibrillators, electrodes, leads, programmers, and their components. The Seller shall provide the Buyer with prompt written notice of any such claim and cooperate in the defense of such claim at the Buyer’s expense.
• d. The Buyer shall indemnify, defend, and hold harmless the Seller Indemnitees for any and all Losses incurred or suffered by the Seller as a result of the Buyer’s failure to comply with the terms and conditions stated herein.

22. Severability

All provisions of this Agreement shall be considered separate items and conditions. In the event that any provision is held illegal, invalid, or unenforceable, all other provisions shall remain in full force and effect as if the illegal, invalid, or unenforceable provision were not part of this Agreement. Whenever possible, the illegal, invalid, or unenforceable provision shall be deemed modified to the extent necessary to make it legal, valid, and enforceable.

23. Entire Agreement

These Terms, together with any accompanying invoice, order acknowledgment, quotation, and/or any other document provided by Seller to Buyer (each, an “Order Confirmation,” and collectively, this “Agreement”), constitute the entire agreement between Seller and Buyer with respect to the sale of Goods supplied hereunder and supersede all prior or contemporaneous understandings, negotiations, representations, warranties, or communications, whether written or oral. This Agreement may only be modified by a written instrument signed by both Parties.

24. Binding Effect

All provisions and terms of the contract between Buyer and Seller shall inure to the benefit of and become binding upon the heirs, executors, administrators, successors, representatives, receivers, trustee, and assigns of the Parties.

25. Acknowledgment

Buyer, having carefully read all provisions of this Agreement, acknowledges receipt of a copy of this Agreement and agrees that the terms contained herein shall supersede those terms in the purchase order which are conflicting, inconsistent or contradictory therewith, and that it has not relied upon those representations or warranties with respect to the Goods except those expressly set forth in this Agreement.

26. Record Retention

Seller shall retain records for 10 years from the date of sale.

27. Governing Law

These Terms shall be governed by Dutch law. Seller and Buyer shall make reasonable efforts to resolve any disputes amicably. If no resolution is reached, the Parties agree to submit to the exclusive jurisdiction of the courts of the Netherlands, except in matters of enforcement, where the jurisdiction shall be non-exclusive. Notwithstanding the foregoing, the Parties shall comply with all applicable local laws and regulations in the jurisdictions where they operate or conduct business.

Date of Last Revision: March 9, 2026