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Terms and Conditions

EXCLUSIVE STATEMENT

The terms and conditions set forth below, together with those set forth or referred to on the face of Seller's quotation, order form, acknowledgement, and/or invoice (the "Seller's Terms") are the final expression and a complete and exclusive statement of the agreement between buyer and seller with respect to the products and/or services provided by Seller. Seller's acceptance of any order or offer by buyer is expressly conditioned upon buyer's assent to all of seller's terms. Seller shall not be bound by and specifically objects to any terms or condition, which conflicts with, is different from or is in addition to seller's terms. Seller's terms supersede any additional, different or conflicting terms on printed forms of buyer and they constitute all representations of seller. Seller's terms may not be modified, varied, supplemented or waived except by an agreement in writing signed by an authorized representative or seller. Any shipment or performance by seller prior to acceptance by buyer of seller's terms is without prejudice and is not an acceptance of any buyer's terms and conditions, but is an accommodation and counter offer by seller based exclusively on seller's terms. Buyer's assent to all of seller's terms hall be conclusively presumed from any conduct by buyer which recognizes the existence of a contract or from buyer's receipt of seller's packing slip, invoice, shipping notice or receipt of any product or services which may be shipped or provided by seller unless buyer notifies seller at once to the contrary in writing.

PRICES AND TAXES

Prices quoted or listed are subject to change unless otherwise specified. Taxes will be added to all prices unless seller has on file a tax exemption certificate for the buyer. There will be a delivery surcharge per order whenever the customer specifically requests same day priority handling.

SHIPMENT

Unless otherwise stated, all shipments are F.O.B. origin, freight prepaid and if practical, will be made by Bausch + Lomb Canada preferred freight carrier in accordance with customer requirements. Shipping and handling will be added to the price.

PAYMENT

Invoices are payable Net 30 Days.

CREDIT AND SECURITY INTEREST

If at any time in Seller's opinion the credit of buyer is impaired, seller shall have the right to require payment in advance before further shipment. If buyer shall fail to make such payment in advance or shall fail to make any other payment when due or shall breach any provision hereof, seller shall have the right to terminate and/or cancel any order without prejudice to any other remedies it may have, until the entire amount due to seller is paid, seller reserves a security interest in all products shipped with all rights, privileges, and remedies of a secured party in the jurisdiction to which the goods may be shipped or within which they may be kept at any time; and, in pursuance thereof, buyer authorizes and appoints seller, and its agents, as its attorney in fact to timely executive and deliver any documents which seller may require in order to give notice of, perfect, or otherwise give effect to and obtain the benefits of said security interest.

LIMITATIONS ON LIABILITY

Seller shall not be liable for damages due to an inability or delay in production or delivery of all or any part of the products or services ordered or for damages to buyer which result directly or indirectly from labour or work disputes, embargoes, fire, explosion, riots, national emergency, fuel or material shortages, government restrictions or orders, delays of suppliers or carriers, accident to or breakdown of plant machinery or equipment, loss or damage during or after shipment, acts of God, commercial impracticality, or any other condition or cause beyond the reasonable control of seller. Seller's liability to buyer shall be limited to the amount due seller for the goods or services to be provided by seller hereunder. Seller undertakes no obligation to add customer in any way to seller's insurance coverage.

BUYER'S DESIGN

If products are made to buyer's design or specification, buyer shall indemnify, defend and hold seller harmless from and against all claims, damages, expenses, liability, and losses of any king whatsoever, including attorneys' fees and expenses, arising from manufacture, use, or sale thereof including, without limitation, claims of infringement or willful infringement of any patent or other intellectual property rights of third parties.

CLAIMS

Buyer agrees to inspect the product upon receipt. Claims that the products are not of the type or quantity ordered or for other discrepancies shall be made by buyer within five (5) days of delivery or be subject to a special handling charge. If the claim is allowed by seller, seller shall at its option replace, refund, credit or complete the order and this shall be the buyers' exclusive remedy. Seller has the option of inspecting the products on buyer's premises or taking back the products prior to deciding how to satisfy the claim. Claims for shortages or damages that occur in shipment are not the responsibility of seller and must be filed with the carrier in accordance with applicable rules and regulations. Payment withheld by buyer because of freight or shipping claims shall be considered past due.

RISKS OF USE

Seller shall not be responsible for any risks or liabilities, known or unknown, connected in any way with the use of the products or inability to use the products, or the results of use of the products, or for those connected with storage, handling, application, installation, assembly, maintenance, repair or disposition of the products or for resterilization of sterile products or sterilization of other products and all such risks and liabilities shall be assumed by buyer. All risks of suitability for particular purposes, operations, applications, or processes, are assumed by buyer and any such suitability is not warranted by seller. In no case shall seller be responsible or liable if products have been incorrectly used, applied or installed or have been modified, altered, reworked, misused, damaged, abused, or if they have been repaired or reconditioned by other than seller, and in all such cases all warranty and other obligations of seller, if any, shall be extinguished. It shall be the exclusive responsibility of buyer and/or users of the products to inspect the products for condition and suitability before each use and to use them in a reasonable and professional manner and in conformance with current knowledge and standards. Buyer shall protect, indemnify, defend, and hold seller harmless from and against all claims, loss, and liabilities, including attorney fees, arising out of any use of the products if there is or is claimed to be lack of due care connected in any way with such use on the part of buyer or anyone under buyer's authority and control.

WARRANTY, DISCLAIMERS AND LIMITATIONS OF REMEDIES

Bausch + Lomb Canada branded products are warranted against defects in materials and workmanship when used for their intended purpose. Bausch + Lomb Canada will, at its option, repair or replace any product found to be defective in materials or workmanship, subject to the limitations during the warranty period stated in the specific product literature. Bausch + Lomb Canada is not responsible for any damage to the product due to improper sterilization, care, handling, misuse or unauthorized repair/adjustment of a Bausch + Lomb Canada product.

Products distributed by Bausch + Lomb Canada and not branded Bausch + Lomb carry the warranty prescribed by the manufacturer. Please refer to the appropriate product literature or call Bausch + Lomb Canada Customer Service at 1-800-387-3284.

BAUSCH + LOMB CANADA NEITHER ASSUMES NOR AUTHORIZES ANY REPRESENTATIVE OR OTHER PERSON TO ASSUME FOR IT ANY LIABILITY OTHER THAN AS EXPRESSLY SET FOR HEREIN.

Bausch + Lomb Canada DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN THOSE EXPRESSLY SET FORTH IN THE PRODUCT LABELING. IN NO EVENT WILL BAUSCH + LOMB CANADA BE LIABLE FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE PURCHASE OR USE OF ITS PRODUCTS.

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