Terms and Conditions

Updated March 7, 2025

Updated March 20, 2025

1. Acceptance Limited to Terms of Offer

THE INFORMATION CONTAINED HEREIN SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE TRANSACTION(S) CONTEMPLATED FOR HEREBY. PLEASE REVIEW THIS DOCUMENT IN ITS ENTIRETY BEFORE ENTERING INTO ANY TRANSACTION HEREUNDER IN ORDER TO CONFIRM YOUR ACCEPTANCE HEREOF.

MAXAIR PRODUCTS ARE INTENDED, LABELED, AND PACKAGED FOR SALE TO TRAINED INDUSTRIAL AND OCCUPATIONAL CUSTOMERS FOR WORKPLACE USE. UNLESS SPECIFICALLY STATED OTHERWISE ON THE APPLICABLE PRODUCT PACKAGING OR LITERATURE, THESE PRODUCTS ARE NOT INTENDED, LABELED, OR PACKAGED FOR SALE TO OR USE BY CONSUMERS (E.G., FOR HOME, PERSONAL, PRIMARY OR SECONDARY SCHOOL, RECREATIONAL/SPORTING, OR OTHER USES NOT DESCRIBED IN THE APPLICABLE PRODUCT PACKAGING OR LITERATURE), AND MUST BE SELECTED AND USED IN COMPLIANCE WITH APPLICABLE HEALTH AND SAFETY REGULATIONS AND STANDARDS (E.G., U.S. OSHA, NIOSH, ANSI), AS WELL AS ALL PRODUCT LITERATURE, USER INSTRUCTIONS, WARNINGS, AND OTHER LIMITATIONS, AND THE USER MUST TAKE ANY ACTION REQUIRED UNDER ANY RECALL, FIELD ACTION, OR OTHER PRODUCT USE NOTICE.

These MAXAIR Systems Standard Terms and Conditions (these “Terms”) govern the sale of Products (the “Product(s)”) and related services between ‘Bio-Medical Devices International, Inc. DBA MAXAIR Systems (referred to herein as either “Company,” “Seller,” “we,” “us,” or “our”) and Buyer (referred to herein as either “Buyer(s), “you”, or “your”) absent a separate, written, signed, and enforceable agreement between Seller and Buyer.

The term “Site,” as used throughout these Terms, is defined as maxair-systems.com and its related subdomain store.maxair-systems.com. Throughout these Terms, the term “Online Order” means any order placed by you through store.maxair-systems.com. Throughout these Terms, the term “Offline Order” means any order placed by you using an alternative order method to store.maxair-systems.com.

THESE TERMS ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT PRIOR WRITTEN NOTICE BY COMPANY. THE MOST RECENT VERSION OF THESE TERMS SHALL BE POSTED FOR YOUR REVIEW AT ANY TIME AT HTTPS://MAXAIR-SYSTEMS.COM/TERMS-AND-CONDITIONS . PLEASE REVIEW THESE TERMS IN THEIR ENTIRETY PRIOR TO ENGAGING IN ANY TRANSACTION. YOUR CONTINUED USE OF THE SITE, PLACEMENT OF ONLINE ORDERS, AND PLACEMENT OF OFFLINE ORDERS, AFTER ANY POSTING OF UPDATED TERMS (WHICH SHALL BE DATED AS OF THEIR MOST RECENT UPDATE), SHALL CONSTITUTE YOUR ACCEPTANCE OF AND AGREEMENT TO ANY CHANGES THEREIN MADE. IT IS IMPORTANT TO CHECK THE SITE FOR UPDATED TERMS BEFORE ENGAGING IN FUTHER ONLINE ORDERS OR OFFLINE ORDERS AS TERMS MAY HAVE CHANGED.

Any offer Company or Company’s affiliate receives from Buyer expressly limits acceptance of Buyer’s offer to these Terms; Company’s acceptance is expressly conditioned on Buyer’s assent to any different or additional express or implied terms contained in these Terms.

Company hereby provides Buyer notification of objection to any different or additional terms and conditions contained in any Buyer counteroffer not exactly matching these Terms. Any additional or different terms and conditions proposed by Buyer (including, without limitation, any terms contained in any document incorporated by reference into a purchase order or other form of acceptance) are objected to and rejected by Company and will be deemed a material alteration of the Terms, unless expressly assented to in writing by Company. Neither Company’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. Company or a Company affiliate’s failure to object to conflicting or additional terms or conditions of Buyer will not change or add to the Terms.

2. Orders

2(a) Order Terms Applicable to Offline Orders.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM US UNLESS YOU: (A) AGREE TO THESE TERMS AND CONDITIONS IN THEIR ENTIRETY; AND (B) ARE AT LEAST 18 YEARS OLD.

AFTER 24HRS. FROM THE TIME BUYER PLACES AN ORDER OR ACCEPTS AN OFFER, ORDERS MAY NOT BE CANCELLED OR RESCHEDULED WITHOUT COMPANY’S WRITTEN CONSENT. NOTWITHSTANDING, COMPANY RESERVE’S THE RIGHT TO REFUSE OR CANCEL ANY ORDER, AT ANY TIME, IN COMPANY’S SOLE DISCRETION. YOU WILL BE REFUNDED THE PURCHASE PRICE OF THE ORDER SHOULD YOUR ORDER NOT BE ACCEPTED OR SUBSEQUENTLY CANCELLED BY US.

2(b) Order Terms Applicable to Online Orders.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THE SITE UNLESS YOU: (A) AGREE TO THESE TERMS AND CONDITIONS IN THEIR ENTIRETY; (B) ARE AT LEAST 18 YEARS OLD; AND (C) ARE NOT PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS, OR SERVICES BY ANY APPLICABLE LAW, RULE, OR REGULATION.

WHEN PLACING AN ORDER ON OUR SITE, YOU ARE EFFECTIVELY OFFERING TO PURCHASE WHATEVER PRODUCTS AND SERVICES YOU SELECT. WE RESERVE THE RIGHT TO ACCEPT OR REJECT ANY ORDER IN OUR OWN DISCRETION. WE WILL ONLY ACCEPT OR REJECT AN ORDER IN ITS ENTIRETY. SHOULD WE ELECT TO ACCEPT YOUR OFFER, YOU WILL RECEIVE AN ORDER ACCEPTANCE EMAIL AT THE EMAIL ADDRESS THAT YOU PROVIDE AT SUCH TIME. THE ORDER ACCEPTANCE EMAIL ACCEPTING YOUR OFFER IS NOT THE SAME AS THE ORDER CONFIRMATION EMAIL YOU RECEIVE SHORTLY AFTER PLACING YOUR ORDER ON THE SITE. THE ORDER CONFIRMATION EMAIL INDICATES YOU HAVE SUCCESFULLY MADE AN OFFER TO PURCHASE PRODUCTS, BUT DOES NOT INDICATE OUR ACCEPTANCE OF YOUR OFFER. NOTWITHSTANDING, WE RESERVE THE RIGHT TO CANCEL ANY ORDER ONCE ACCEPTED BY US THROUGH AN ORDER ACCEPTANCE EMAIL, AT ANY TIME, IN OUR SOLE DISCRETION. ADDITIONALLY, YOU HAVE THE OPTION OF CANCELLING YOUR ORDER (IN ITS ENTIRETY ONLY) AT ANY TIME PRIOR TO OUR HAVING SENT TO YOU THE ORDER ACCEPTANCE EMAIL REFERENCED HEREIN BY EMAILING [email protected]. YOU WILL BE REFUNDED THE PURCHASE PRICE OF THE ORDER SHOULD YOUR ORDER NOT BE ACCEPTED OR CANCELLED BY US. ONCE AN ORDER IS ACCEPTED BY US THE ORDER IS NON-REFUNDABLE AND NON-RETURNABLE.

2(c) Order Terms Applicable to All Orders.

Order Allocation. Company may, in its sole discretion, allocate Product among its customers.

Return Freight / Restocking Fee. Reasonable cancellation or restocking charges may include a minimum 20% restocking fee; this fee will be deducted from a related Buyer refund. Seller will not refund original shipping and handling fees paid by Buyer on the order. Buyer must prepay any return freight charges. Seller will not accept cash-on-delivery shipments.

Refunds. Upon approval of any refunds, Seller will initiate a credit within 48 hours to the original method of payment when possible. If Seller cannot process the refund through the original method of payment Seller will issue a refund by check or ACH. Credits to credit cards can take ten (10) days to post to the account. Buyer should contact Bio-Medical Devices International, Inc. DBA MAXAIR Systems with questions regarding returns. Please contact 1-800-443-3842 or e-mail [email protected].

Notification of Status of Decontamination (SOD). A Status of Decontamination (SOD) certification, signed by you, must accompany all Product(s) shipments. The SOD form must be followed and accompany each shipment, regardless of the purpose of the shipment. You can download the form here: https://maxair-systems.com/images/PDFS/003-Status-Of-Decontamination-Decon-Tag.pdf

3. Prices

3(a) Pricing Terms Applicable to Offline Orders.

The prices of the Products are those prices specified on the front of the invoice. All prices stated on documents other than invoices are exclusive of transportation and insurance costs, duties, and all taxes including federal, state and local sales, excise and value added, goods and services taxes, and any other taxes. Pricing for undelivered Products may be increased in the event of an increase in Company’s cost, change in market conditions, aggregate Product component inflation increase over 5% since the order date, Product tariffs increase by over 5% since the order date, or any other causes beyond the Company’s reasonable control. However, the prices invoiced cannot be increased by more than the maximum percentage price increase allowed under law and in no event will exceed a 10% price increase, unless price(s) listed on the invoice or quote were made in error. Any quote will automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quote. Discounts and pricing programs may be changed and modified at any time in Company’s sole discretion. Pricing errors made by Seller may be corrected after an invoice is sent or payment is received, you will be liable for any shortfall.

3(b) Pricing Terms Applicable to Online Orders.

All applicable prices are set forth alongside the goods and services offered on the Site. All prices stated are exclusive of transportation and insurance costs, duties, and all taxes including federal, state and local sales, excise and value added, goods and services taxes, and any other taxes. Such prices are subject to change at any time by Company in our sole discretion. Coupon codes providing discounts off prices of goods and services offered on the Site may be discontinued, modified, or both, at any time, in the sole discretion of Company. Pricing errors made by Seller may be corrected after an invoice is sent or payment is received, you will be liable for any shortfall.

3(C) Pricing Terms Applicable to All Orders.

Any specialized pricing discounts given to you are to remain confidential between the parties. Specialized discount pricing may be discontinued, modified, or both, at any time, in the sole discretion of Company unless otherwise agreed to in writing between the parties.

4. Taxes

3(a) Tax Terms Applicable to Offline Orders.

YOU WILL BE RESPONSIBLE FOR THE PRICES STATED AT THE TIME OF YOUR TRANSACTION, AS WELL AS: (I) ALL APPLICABLE SALES TAX, DUTIES, TARRIFS, CUSTOMERS FEES, USE TAX, EXCISE TAX, OTHER RELATED TAXES; AND (II) SHIPPING AND HANDLING CHARGES.

BUYER AGREES TO INDEMNIFY AND HOLD COMPANY HARMLESS FOR ANY LIABILITY FOR TAX IN CONNECTION WITH THE SALE, AS WELL AS THE COLLECTION OR WITHHOLDING THEREOF, INCLUDING PENALTIES AND INTEREST THEREON. BUYERS WITH SALES TAX EXEMPTIONS OR OTHER TAX EXEMPTIONS (FOR ITEMS SUCH AS CUSTOMS FEES) MUST SUBMIT THEIR TAX-EXEMPT CERTIFICATES TO COMPANY PRIOR TO PLACING AN ORDER.

3(b) Tax Terms Applicable to Online Orders.

YOU WILL BE RESPONSIBLE FOR THE PRICES STATED AT THE TIME OF YOUR TRANSACTION, AS WELL AS ANY: (I) ALL APPLICABLE SALES TAX, DUTIES, TARRIFS, CUSTOMERS FEES, USE TAX, EXCISE TAX, OTHER RELATED TAXES; AND (II) SHIPPING AND HANDLING CHARGES. PAYMENT MAY ONLY BE MADE WITH A VALID CREDIT OR DEBIT CARD.

BUYER AGREES TO INDEMNIFY AND HOLD COMPANY HARMLESS FOR ANY LIABILITY FOR TAX IN CONNECTION WITH THE SALE, AS WELL AS THE COLLECTION OR WITHHOLDING THEREOF, INCLUDING PENALTIES AND INTEREST THEREON.

BEFORE THE ORDER ACCEPTANCE EMAIL IS SENT TO YOU BY COMPANY ACCEPTING YOUR ORDER (THE ORDER ACCEPTANCE EMAIL DIFFERS FROM THE INITIAL ORDER CONFIRMATION EMAIL), COMPANY MAY MAKE ADJUSTMENTS TO ALL APPLICABLE SALES TAX, DUTIES, TARRIFS, CUSTOMERS FEES, USE TAX, EXCISE TAX, OTHER RELATED TAXES, AND SHIPPING & HANDLING CHARGES. ANY ADJUSTMENTS MADE BY COMPANY MAY EITHER BE ACCEPTED OR REJECTED BY YOU. IF YOU CHOOSE TO REJECT THE ADJUSTMENTS, YOUR ORDER WILL BE CANCELLED. UPON ACCEPTANCE OF THE ADJUSTMENTS, YOUR ORDER WILL BE PROCESSED BY COMPANY. BUYERS WITH SALES TAX EXEMPTIONS OR OTHER TAX EXEMPTIONS (SUCH AS CUSTOMS FEES) MUST SUBMIT THEIR TAX-EXEMPT CERTIFICATES TO COMPANY PRIOR TO PLACING AN ORDER.

5. Payment

3(a) Payment Terms Applicable to Offline Orders.

Payment may be made by check, money order, debit card, or credit card. Unless agreed to otherwise in writing between the parties, ACH will not be accepted.

ALL CREDIT CARD PURCHASES WILL BE SUBJECT TO AN ADDITIONAL 3% SURCHARGE CALCULATED BASED ON THE TOTAL TRANSACTION AMOUNT INCLUDING ALL APPLICABLE SALES TAX, DUTIES, TARRIFS, CUSTOMS FEES, USE TAX, EXCISE TAX, OTHER RELATED TAXES, AND SHIPPING & HANDLING CHARGES. The 3% surcharge fee will be listed on invoices as a separate line-item. Debit cards are not subject to this surcharge fee. Virtual credit cards may be exempt from the surcharge as determined on a case by case basis in the sole discretion of Company. By using any card or payment provider, you are hereby representing and warranting your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation.

Where Seller has extended credit to Buyer, terms of payment shall be net thirty (30) days from date of invoice, without offset or deduction, unless stated differently in the Company’s offer or quote.

On any past due invoice, Seller may impose interest at the rate of one and a half percent 1.5% per month. If Buyer fails to make each payment when it is due, Seller reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all orders or agreements in which Seller has extended credit to Buyer. In the event of default by Buyer, Seller shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs. The maximum credit limit for any Buyer is $50,000. Payments must be paid on a per invoice basis. Net terms begin from the date the invoice is received. If applicable, where partial shipments on a single order are scheduled, separate invoices may be issued on a per shipment basis by Company in Company’s sole discretion.

IF BUYER PAYS A FRAUDULENT 3RD PARTY IMPOSTER INSTEAD OF SELLER FOR GOODS PURCHASED, BUYER REMAINS LIABLE FOR PAYMENT OF THOSE GOODS ACQUIRED FROM SELLER, NO MATTER WHO IS MORE AT FAULT FOR THE IMPOSTER SCAM.

IF BUYER HAS CASH ON ACCOUNT (A CREDIT BALANCE), DUE TO OVERPAYMENT OR ANY OTHER REASON REGARDLESS OF WHICH PARTY IS AT FAULT, BUYER AGREES AND CONSENTS THAT SELLER HAS THE RIGHT TO APPLY THE CASH ON ACCOUNT TO ANY FUTURE ORDERS PLACED BY BUYER OR ANY OPEN INVOICES ON BUYER'S ACCOUNT.

YOU AGREE TO CALL 1-800-443-3842 THEN DIAL #7 TO VERIFY ANY CHANGES OR UPDATES IN COMPANY PAYMENT METHOD, PAYMENT TYPE, PAYMENT DETAILS, OR BANKING INFORMATION DETAILS BEFORE MAKING ANY CHANGES TO COMPANY’S INFORMATION.

A COMPANY CUSTOMER SERVICE REPRESENTATIVE WILL BE ABLE TO CONFIRM OR DENY ANY CHANGES OR UPDATES. THE COMPANY CUSTOMER SERVICE REPRESENTATIVE CANNOT PROVIDE COMPANY FINANCIAL OR CREDENTIAL INFORMATION OVER THE PHONE, BUT WILL CONFIRM OR DENY THE INFORMATION BUYER HAS IS CORRECT OR INCORRECT.

IF BUYER RECEIVES ANY SUSPICIOUS PHONE CALLS OR EMAILS, PLEASE IMMEDIATELY CEASE COMMUNICATION WITH THE OTHER PARTY AND CALL 1-800-443-3842 THEN DIAL #7 FOR ASSISTANCE.

If no Company customer services agent answers Buyer’s call, please leave a message, and we will try and get back to Buyer within the next business day.

3(a) Payment Terms Applicable to Online Orders.

Payment methods include debit card and credit card only, no other methods of payment will be accepted.

All applicable prices are set forth alongside the goods and services offered on the Site. Such prices are subject to change at any time by us in our sole discretion. You will be responsible for the prices stated at the time of your transaction, as well as any: (i) sales, use, excise, and related taxes; and (ii) shipping and handling charges. Payment may only be made with a valid credit or debit card.

ALL CREDIT CARD PURCHASES MAY BE SUBJECT TO AN ADDITIONAL 3% SURCHARGE CALCULATED BASED ON THE TOTAL TRANSACTION AMOUNT INCLUDING ALL APPLICABLE SALES TAX, USE TAX, EXCISE TAX, OTHER RELATED TAXES, AND SHIPPING & HANDLING CHARGES. Debit cards are not subject to this surcharge fee. Virtual credit cards may be exempt from the surcharge as determined on a case by case basis in the sole discretion of Company. By using any such card or payment provider, you are hereby representing and warranting your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation.

6. Delivery and Title

Domestic shipments are either F.O.B. factory Irvine, CA 92614 or F.O.B. factory Otay Mesa, CA 92154, with shipping location to be determined on an order by order basis by Bio-Medical Devices Intl. Inc. DBA MAXAIR Systems. International shipments are either Ex Works (Incoterms 2020) factory Irvine, CA 92614 or Ex Works (Incoterms 2020) factory Otay Mesa, CA 92154, with shipping location to be determined on an order by order basis by Bio-Medical Devices Intl. Inc. DBA MAXAIR Systems. Proposals, quotes, and offers do NOT include freight, other fees, and applicable taxes. Freight expenses and taxes will be final and added once an order is placed; any freight, other fees, or tax estimates listed on a proposal, quote, or offer are estimates only. Title and risk of loss pass to the Buyer upon delivery of the Product to the carrier. The Buyer will have five (5) days to inspect any goods shipped by Seller to Buyer. After five (5) days the goods will be deemed accepted.

Remember, as previously stated, for Online Orders, before Company accepts your Online Order through an order acceptance email (which differs from the initial order confirmation email), freight and taxes may be adjusted. If freight and taxes require adjustments, you will be notified in the order acceptance email and given a chance to either cancel the order or accept the order with the changes to the freight and taxes.

You will be responsible for all associated shipping & handling charges. Company is not at fault for mistakes in the shipping address you provide to Company or delays in delivery. You will be liable for any costs and Product losses associated with shipping your order to a new location, distribution center holds, and for any associated re-routing fees.

Any shipping and delivery dates provided online, via email, by a Company employee, or otherwise, are estimates only. While we agree to use reasonable efforts to meet any estimated shipping and delivery dates provided to you, Company shall not be responsible for any delays in shipments. A delayed delivery of any part of an order does not entitle you to cancel the delivery or other deliveries related to your order. The shipping carrier will Not be deemed to be an agent of Company.

7. Manufacturer Limited Warranty; Manufacturer Repair Program; Seller Return and Exchange Policy

REGARDING MANUFACRUTER SYNTECH INTL, INC.’S LIMITED WARRANTY

SYNTECH INT’L, INC. IS THE MANUFACTURER OF THE PRODUCTS (THE “MANUFACTURER”). THE MANUFACTURER HAS A LIMITED WARRANTY COVERING THE PRODUCTS. THE LIMITED WARRANTY IS ATTACHED FOR YOUR REFERENCE IN EXHIBIT A (THE “LIMITED WARRANTY”).

SELLER IS THE ONLY 3RD PARTY AUTHORIZED BY MANUFACTURER TO PROCESS LIMITED WARRANTY CLAIMS ON BEHALF OF MANUFACTURER.

AS A CONDITION OF THE MANUFACTURER’S LIMITED WARRANTY, ALL CLAIMS MUST BE PROCESSED THROUGH SELLER; ANY LIMITED WARRANTY CLAIMS SUBMITTED DIRECTLY TO THE MANUFACTURER, OR TO ANY OTHER THIRD PARTY, WILL NOT BE PROCESSED.

AS A CONDITION OF QUALIFYING FOR THE MANUFACTURER’S LIMITED WARRANTY, BUYER AGREES TO FOLLOW THE WARRANTY SUBMISSION PROCEDURES CONTAINED BELOW:

Return Material Authorization (RMA)

No Product may be submitted to Seller for a Limited Warranty claim without first contacting Seller customer service at 1-800-443-3842 or by email at [email protected], for a Return Material Authorization (“RMA”) number. You will be required to fill out an RMA form. Upon submitting the RMA form, if it is determined (in the sole discretion of Company) that the Product may be defective, Buyer will be given an RMA number and instructions for Product return. An unauthorized Limited Warranty claim shipment, i.e. one for which an RMA number has not been issued (or per the SOD section below does not contain an SOD form) will be returned to Buyer at Buyer’s expense. Authorized Limited Warranty submissions are to be shipped prepaid and ensured to the address on the RMA in an approved shipping container. Please contact Seller at 1-800-443-3842 or by email at [email protected] for how to package Buyer’s product for shipment.

Notification of Status of Decontamination (SOD)

All shipments under the Manufacturer Limited Warranty will be to Manufacturer ATTN: Syntech Intl, Inc. RMA Dept. | 17171 Daimler St. Irvine, CA 92614. A Status of Decontamination (SOD) certification, signed by you, and if applicable, the Buyer’s Institution Infection Control Director, must accompany all Product(s) shipments to Manufacturer under the Manufacturer Limited Warranty. The SOD form’s instructions and procedures for shipment must be followed, and the SOD form must accompany each shipment, regardless of the purpose of the shipment. You can download the form here: https://maxair-systems.com/images/PDFS/003-Status-Of-Decontamination-Decon-Tag.pdf

The SOD certification must be affixed to the outside of the box containing the Product(s). The certification is to clearly state: 1) the de-contamination status of the Product(s) relative to them having been exposed to any pathogenic, toxic, or otherwise harmful contaminants, and 2) the list of contaminants the Product(s) may have been exposed to, that could jeopardize the health of Seller receiving personnel who would necessarily handle the Product(s) during unpacking. If Buyer is unsure if a Product needs to be disinfected for shipment, please contact Seller at 1-800-443-3842 or by email at [email protected].

Limited Warranty Status

If the Seller determines your claim meets criteria of the Limited Warranty, your claim will be approved, and the Seller will forward all relevant RMA information to Syntech Intl, Inc. for processing. However, there are cases where Manufacturer may need to perform Product diagnostics in order to determine whether your claim meets the Limited Warranty, and in these cases at Seller’s recommendation, Manufacturer will determine, in Manufacturer’s sole discretion, whether to approve or deny your limited warranty claim.

Per the terms and conditions of the Manufacturer Limited Warranty in Exhibit A, the Manufacturer will determine whether to repair or replace the product. Further Product diagnostics may also be required by the Manufacturer, in Manufacturer’s sole discretion before, a decision to repair or replace is made. You will be notified by Seller what remedy the Manufacturer has chosen, or if further diagnostic investigation is needed to be performed by Manufacturer to determine, as applicable, whether you meet the Limited Warranty or, if you do meet the Limited Warranty, whether to repair or replace your Product(s).

Once a shipment is received by Syntech Intl, Inc. (after following the RMA and SOD procedures outlined above) Seller will, as applicable, notify you when one of the following events occur:

· A Final Determination of whether the Products qualify for the Manufacturer's Limited Warranty has been made by Manufacturer;

· Manufacturer’s final decision to replace or repair the Products;

· The estimated time it will take to ship replacement Products to you; or

· The estimated time to complete any repairs performed by Syntech Intl, Inc.

Upon completion of repairs or issuance of replacement Product, Seller will send the Products with completed Manufacturer paperwork to you. Please contact Seller at 1-800-443-3842 or by email at [email protected] for status updates on any Limited Warranty claims.

MANUFACTURER SYNTECH INTL, INC. OUT OF WARRANTY SERVICE PROGRAM

Products falling outside of Manufacturer’s Limited Warranty may be submitted to the Manufacturer's service program contained in Exhibit B (the “Service Program”).

Seller is the only 3rd party authorized by Manufacturer to process Service Program submissions on behalf of Manufacturer.

As a condition of the Manufacturer’s Service Program, all repair requests must be processed through Seller; any requests for repairs submitted directly to the Manufacturer, or to any other third party, will not be processed.

As a condition of qualifying for the Manufacturer’s Service Program, Buyer agrees to follow the Service Program submission procedures contained in Exhibit B.

SELLER BIO-MEDICAL DEVICES INTL INC.’S (DBA MAXAIR SYSTEMS) RETURN AND EXCHANGE POLICY

Returns. UNLESS OTHERWISE STATED IN THESE TERMS, ALL ORDERS ARE NON-RETURNABLE.

Exchanges. If the Product(s) is in new condition and in the original packaging, Buyer may exchange the item(s) for other item(s) in the first 30 days after ship date. ITEMS PURCHASED FROM SELLER THAT HAVE BEEN USED, OPENED, OR ALTERED WILL NOT BE ACCEPTED FOR EXCHANGE.

8. SELLER DISCLAIMER OF WARRANTY

THE GOODS COVERED BY THESE TERMS HAVE BEEN PURCHASED BY THE BUYER “AS IS” AND “WITH ALL FAULTS."

COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE BUYER ACKNOWLEDGES THAT THEY ARE NOT RELYING ON THE SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH GOODS SUITABLE FOR ANY PARTICULAR PURPOSE.

THE SELLER SHALL BE IN NO WAY RESPONSIBLE FOR THE GOODS' PROPER USE AND SERVICE. SELLER SHALL NOT BE RESPONSIBLE FOR BUYER’S PRODUCT NEGLIGENCE, MISCONDUCT, MISUSE, ABUSE, ACCIDENT, IMPROPER INSTALLATION OR HANDLING, UNUSUAL ENVIRONMENTAL CONDITIONS, OR OTHER EXTREME STRESS, ALTERATION, FAILURE TO MAINTAIN PRODUCTS IN ACCORDANCE WITH MANUFACTURER’S RECOMMENDATIONS, DAMAGE CAUSED BY A REPAIR, DAMAGE CAUSED BY USE WITH ANY THIRD-PARTY PRODUCT OR SERVICE, OR USE IN VIOLATION OF ANY PROVIDED-FOR INSTRUCTIONS.

BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY COMPANY, OR ANY OTHER PERSON ON COMPANY’S BEHALF. ANY AFFIRMATION OF FACT OR PROMISE MADE BY SELLER SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT THE GOODS SHALL CONFORM TO THE AFFIRMATION OR PROMISE. ANY SAMPLE OR MODEL IS FOR ILLUSTRATIVE PURPOSES ONLY AND SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT THE GOODS SHALL CONFORM TO THE SAMPLE OR MODEL; AND NO AFFIRMATION OR PROMISE, OR DESCRIPTION, OR SAMPLE OR MODEL SHALL BE DEEMED PART OF THE BASIS OF THE BARGAIN.

IF TECHNICAL ASSISTANCE OR ADVICE ARE OFFERED OR GIVEN TO BUYER, SUCH ASSISTANCE OR ADVICE IS GIVEN FREE OF CHARGE AND ONLY AS AN ACCOMMODATION TO BUYER. SELLER SHALL NOT BE HELD LIABLE FOR THE CONTENT OR BUYER’S USE OF SUCH TECHNICAL ASSISTANCE OR ADVICE NOR SHALL ANY STATEMENT MADE BY ANY OF SELLER’S REPRESENTATIVES OR AFFILIATES IN CONNECTION WITH THE PRODUCTS OR SERVICES CONSTITUTE A REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED.

USE OF NON-MAXAIR DISPOSABLES (DISPOSABLES MANUFACTURED BY ANYONE OTHER THAN SYNTECH INTL, INC) AND REPLACEMENT PARTS MAY VOID CERTIFICATIONS AND MAY COMPROMISE EQUIPMENT PROTECTIONS, EQUIPMENT EFFICIENCIES, AND EQUIPMENT LIFE.

"NIOSH reminds users that all NIOSH-approved respirators and their components should not be modified. Modifications will result in those respirators no longer meeting NIOSH approval requirements and may lead to a reduction or loss of expected protection for the user.” (NIOSH Respiratory Protective Device Information (CA 2022-1047) | NPPTL | NIOSH | CDC).

9. Limitation of Liabilities and Damages.

SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL COMPANY’S OBLIGATION OR LIABILITY HEREUNDER EXCEED THE PURCHASE PRICE YOU PAID FOR ANY GOODS OR SERVICES. ADDITIONALLY, SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOSS OF USE, DATA, IPR INFRINGEMEHNT, BUSINESS, GOODWILL, REPUTATION, REVENUE, OR PROFITS, AND/OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OR OTHER DIRECT OR INDIRECT LOSSES OF ANY KIND. SOME STATES DO NOT ALLOW FOR THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

BUYER WILL INDEMNIFY, DEFEND, AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED ON:

- SELLER’S COMPLIANCE WITH BUYER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS;
- MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN SELLER; OR

- USE IN COMBINATION WITH OTHER PRODUCTS.

UNLESS OTHERWISE PROHIBITED BY LAW, THE STATUTE OF LIMITATIONS WILL BE ONE-YEAR FROM THE PRODUCT DELIVERY DATE FOR BUYER TO BRING A LAWSUIT AGAINST SELLER.

10. Export Control

Buyer certifies that it will be the recipient of the Products to be delivered by Seller. Buyer understands that the associated NIOSH approvals, international regulatory approvals when applicable, and technical data (“products”) listed on their Purchase Order includes items that are governed by the U.S. Export Administration Regulations (“EAR”) and by the U.S. Foreign Assets Control Regulations (“OFAC”). The Buyer understands that its sale or distribution of said products may constitute exports or re-exports, and as such, must be in accordance with the requirements administered by Bureau of Industry and Security, Department of Treasury, and Department of State. It is understood that the country of ultimate destination, commodity classification, end-user, or end-use for any said products, could affect the applicable license requirements and exportability. The Buyer agrees to consult various resources, such as the EAR and OFAC, by the U.S. Department of Commerce’s Bureau of Industry and Security’s (“BIS”) Export Counseling Division, and other appropriate Government Sources to ensure that the sales and distribution of said products, is processed in accordance with all applicable laws. The Seller will not transfer any export-controlled products to a non “U.S. Person” without the proper authority of the United States Government, and the Buyers written approval.

Buyer agrees to comply with all Customs and International Trade Laws. Buyer covenants that it shall not directly or indirectly sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Seller under these Terms to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. Buyer agrees to indemnify, to the fullest extent permitted by law, Seller from and against any fines or penalties that may arise as a result of Buyer’s breach of this provision.

Buyer agrees to comply with all applicable laws and regulations in the exercise and performance of its rights and obligations under these Terms, including the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, the Inter-American Convention Against Corruption, and any other Applicable Anti-Bribery or Anti-Corruption Law, rule or regulation of similar purposes and scope to which Buyer is subject, and will not engage in any illegal or unethical practices.

“Customs and International Trade Laws” means any domestic Law, license, directive, award or other decision or requirement, including any amendments, having the force or effect of law, of any Governmental Authority, concerning (a) the importation, exportation, re-exportation or deemed exportation of products, technical data, technology and/or services, and the terms and conduct of transactions and making or receiving of payment related to such importation, exportation, re-exportation or deemed exportation or (b) trade, economic or financial sanctions, embargoes or similar measures against individuals, entities or countries, including, with respect to (a) or (b) as applicable, the Tariff Act of 1930, as amended, and other Laws and programs administered or enforced by the U.S. Department of Commerce, U.S. International Trade Commission, U.S. Customs and Border Protection, U.S. Immigration and Customs Enforcement and their predecessor agencies; the Export Administration Act of 1979, as amended; the Export Administration Regulations, including related restrictions with regard to transactions involving persons and entities on the U.S. Department of Commerce Denied Persons List or Entity List; the Arms Export Control Act, as amended; the International Traffic in Arms Regulations, including related restrictions with regard to transactions involving persons and entities on the Debarred List; the International Emergency Economic Powers Act, as amended; the Trading With the Enemy Act, as amended; the embargoes and restrictions administered by OFAC; orders of the president or head of state for any country regarding embargoes and restrictions on transactions with designated countries and entities, including persons and entities designated on OFAC’s list of Specially Designated Nationals and Blocked Persons; the Antiboycott regulations administered by the U.S. Department of Commerce; and the antiboycott regulations administered by the U.S. Department of the Treasury.

“Governmental Authority” means: (a) any federal, state, provincial, local, municipal, foreign or international government or governmental authority, quasi-governmental entity of any kind, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, organization, arbitrator or arbitral body (public or private), (b) any self-regulatory organization (including any stock exchange), or (c) any subdivision, department or branch of any of the foregoing.

“Government Instrumentality” means any public international organization or enterprise partially or wholly owned or controlled by a Governmental Authority.

“Government Official” means any official, employee or representative of any Government Authority or Government Instrumentality.

“Governmental Order” means any decision, ruling, order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Applicable Anti-Bribery or Anti-Corruption Law” means the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, the Inter-American Convention Against Corruption, and any other applicable anti-bribery or anti-corruption law, rule or regulation of similar purposes and scope to which the Business is subject.

11. Force Majeure

Company shall not be held responsible for delays or non-performance caused by activities or factors beyond Company’s reasonable control, including without limitation – war, weather, strikes, floods, lockouts, fires, acts of God, pandemics, epidemics, government regulations and restrictions, terrorism, and/or delivery, vendor, supplier, or other third party delays, non-performance, or failures of any kind. The Company’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Company to any liability or penalty. Notwithstanding the foregoing, in the event of a force majeure condition, Company may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer.

12. General Provisions

i. Privacy Policy and Website Terms of Use Applicable to the Site: Please review our Privacy Policy, Cookie Policy, and Website Terms of Use, which can be found at the following addresses respectively: https://maxair-systems.com/privacy-policy, https://maxair-systems.com/cookie-policy , and https://maxair-systems.com/terms-of-use . The Privacy Policy and Cookie Policy governs our processing of all personal information that we may collect from any person through the use of our Site. The Website Terms of Use govern your use of our Site in general.

ii. Third Party Beneficiaries: These Terms are for your sole benefit and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

iii. Assignment: Company may assign or otherwise transfer any or all of its rights or obligations hereunder, in whole or in part, to any third party in its sole discretion. You may not assign any of your rights or delegate any of your duties hereunder at any time without our prior written consent in each instance, and any attempt to do so shall be null and void.

iv. Partial Invalidity: In the event that any part or portion of these Terms is deemed to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

v. Governing Law: THESE TERMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES. THE EXCLUSIVE FORUM FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT SITTING IN ORANGE COUNTY IN THE STATE OF CALIFORNIA. EACH PARTY HEREBY WAIVES ANY CLAIM THAT ANY LEGAL PROCEEDING (INCLUDING ANY TORT CLAIM) HAS BEEN BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF THAT PROCEEDING IS IMPROPER.

vi. No Waivers: Our failure to enforce any of our rights hereunder will not constitute a waiver of our right to make such enforcement in the future, subject to applicable law. No waiver of a breach of any provision of these Terms shall be construed to be a waiver of any breach of any other provision. No delay in acting with regard to any breach of any provision of these Terms shall be construed to be a waiver of such breach.

vii. Notices: We may provide notices hereunder to you by: (i) email; (ii) regular mail; or (iii) by posting notices on the Site. You shall be responsible for ensuring that you have provided us with your current email and mailing addresses. You can contact us at any time by any of the following means: (i) email at [email protected]; or (ii) personal delivery, overnight courier, or registered or certified mail to: Bio-Medical Devices International, Inc. DBA MAXAIR Systems 17171 Daimler St. Irvine, CA 92614.

viii. Entire Agreement. These Terms constitute the entire agreement of the parties with respect to the subject matter hereof.

ix. Federal Exclusions. Buyer represents and warrants it is not listed by a federal agency as excluded, debarred, suspended, or otherwise ineligible to participate in or bill and collect from federal programs, including Medicare and Medicaid, and is not listed, nor has any current reason to believe that during the term of this Agreement will be so listed, on the HHS-OIG Cumulative Sanctions Report or the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs. Buyer further represents and warrants that it is not listed on the Specially Designated National and Blocked Persons list by the Office of Foreign Assets Control.

x. Access to Records. Upon the written request of the Secretary of Health and Human Services or the Comptroller General or any of their duly authorized representatives, the Buyer will make available those contracts, books, documents and records necessary to verify the nature and extent of the costs of providing services under this Agreement. Such inspection shall be available up to four (4) years after the rendering of such services. If the Buyer carries out any of the duties of this Agreement through a subcontract with a value of ten thousand dollars ($10,000) or more over a twelve (12) month period, then such subcontract must contain a substantially similar clause allowing HITS access to records. This section is included pursuant to and is governed by the requirements of Public Law 96-499 §952 (Section 1861(v)(1) of the Social Security Act) and the regulations promulgated thereunder.

xi. Compliance With Laws. As applicable, the Buyer represents that they will use all reasonable and appropriate efforts to assure that those activities required or undertaken by them, their respective employees, representatives and contracted agents pursuant to these Terms are in compliance with: (i) all applicable federal, state and local laws, regulations and rules; statutes that specifically apply to health care providers if applicable (including (as they are commonly known) the Anti-kickback statute and the Stark prohibitions as amended on physician ownership and self-referrals; and all employment and labor relations statutes, including affirmative action and non-discrimination statutes, as applicable); and (ii) all applicable regulatory or accrediting agencies (e.g. the Joint Commission).

13. Statement for Customer Usage of Website Content

SELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTIES WITH RESPECT TO THE ACCURACY, APPLICABILITY, FITNESS, OR COMPLETENESS OF ANY CONTENT FOUND ON ITS SITE OR IN ANY MAXAIR SYSTEMS' RELEASED PUBLICATIONS. “CONTENT” INCLUDES BUT IS NOT LIMITED TO TEXT, VIDEOS, PHOTOS, AND GRAPHICS, ACCESSIBLE ON SELLER’S MAXAIR SYSTEMS SITE (MAXAIR-SYSTEMS.COM) OR FOUND WITHIN A MAXAIR SYSTEMS' RELEASED PUBLICATION.

ALL CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR MAXAIR NIOSH APPROVED USER INSTRUCTIONS PROVIDED BY THE MANUFACTURER SYNTECH INTL, INC. EACH CONTENT ITEM IS DESIGNED TO BE VIEWED IN ITS ENTIRETY SO ITS PROPER CONTEXT IS PRESERVED. THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR GUIDANCE IN THE SELECTION AND SAFE AND EFFECTIVE USE OF APPROPRIATE PPE.

BUYER IS NOT REQUIRED TO REQUEST APPROVAL TO USE CONTENT FOR THEIR OWN, IN-HOUSE TRAINING AND EDUCATIONAL PURPOSES, SO LONG AS BUYER AGREES TO AND FOLLOWS THE STIPULATIONS HEREIN AND AGREES TO LEAVE ALL CONTENT UNALTERED FROM ITS ORIGINAL STATE.

BUYER IS RESPONSIBLE FOR ENSURING ANY CONTENT GATHERED FROM AN OFFSITE MAXAIR RELEASED PUBLICATION IS CURRENT AND WAS IN FACT RELEASED BY SELLER.

SELLER HEREBY DISCLAIMS ANY AND ALL LIABILITY TO ANY PARTY FOR ANY DIRECT, INDIRECT, IMPLIED, PUNITIVE, SPECIAL, INCIDENTAL OR OTHER CONSEQUENTIAL DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM ANY USE OF THE CONTENT, WHICH IS PROVIDED AS IS, AND WITHOUT WARRANTIES.

EXHIBIT A. MANUFACTURER SYNTECH INTL, INC. LIMITED WARRANTY

LIMITED WARRANTY PROVISIONS RELATED TO MAXAIR HELMET, LITHIUM ION BATTERY, AND NON-CONSUMABLE PRODUCTS:

THE MANUFACTUERER - SYNTECH INTL, INC - LIMITED WARRANTY PROVIDES THAT, SUBJECT TO THE FOLLOWING LIMITATIONS, AND WHEN USED SPECIFICALLY AS AUTHORIZED BY US AND WITHOUT MODIFICATION THERETO, EACH MAXAIR HELMET, LITHIUM ION BATTERY, AND NON-CONSUMABLE PRODUCT WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP AND WILL CONFORM TO SELLER'S SPECIFICATION FOR THE PARTICULAR PRODUCT. THIS LIMITED WARRANTY IS IN EFFECT FOR A PERIOD OF ONE YEAR (12 CALENDAR MONTHS) FROM THE DATE OF DELIVERY. SUBJECT TO APPLICABLE LAW, AND WITHOUT LIMITATION ON THE FOREGOING, WE LIMIT THE DURATION AND APPLICABILITY OF ANY AND ALL IMPLIED WARRANTIES (INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE, OR OTHERWISE) TO 1 YEAR FROM THE TIME THE PRODUCTS ARE DELIVERED TO YOU. PLEASE NOTE THAT SOME STATES DO NOT ALLOW FOR LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES AND THEREFORE, THIS LIMITATION MAY NOT APPLY TO YOU.

WITHIN THE LIMITED WARRANTY PERIOD, MANUFACTURER MAY ELECT WHICH REMEDY, REPAIR, REPLACEMENT, OR COMBINATION OF THE FOREGOING, TO PROVIDE TO BUYER, IN ITS SOLE DISCRETION.

MANUFACTURER SHALL HAVE A REASONABLE TIME AFTER DETERMINING THAT A DEFECTIVE PRODUCT EXISTS TO REPAIR OR REPLACE A DEFECTIVE PRODUCT. MANUFACTURER’S REPLACEMENT PRODUCT UNDER THIS LIMITED WARRANTY WILL BE MANUFACTURED FROM NEW AND SERVICEABLE USED PARTS. MANUFACTURER’S LIMITED WARRANTY APPLIES TO REPAIRED OR REPLACED PRODUCTS FOR THE BALANCE OF THE APPLICABLE PERIOD OF THE ORIGINAL WARRANTY, OR NINETY (90) DAYS FROM THE DATE OF SHIPMENT OF A REPAIRED OR REPLACED PRODUCT, WHICHEVER IS LONGER.

NOTWITHSTANDING THE FOREGOING, THIS WARRANTY SHALL NOT APPLY WHEN THE PRODUCTS ARE SUBJECT TO: NEGLIGENCE, MISCONDUCT, MISUSE, ABUSE, ACCIDENT, IMPROPER INSTALLATION OR HANDLING, UNUSUAL ENVIRONMENTAL CONDITIONS, OR OTHER EXTREME STRESS, ALTERATION, FAILURE TO MAINTAIN PRODUCTS IN ACCORDANCE WITH MANUFACTURER’S RECOMMENDATIONS, DAMAGE CAUSED BY A REPAIR BY ANYONE OTHER THAN US, DAMAGE CAUSED BY USE WITH ANY THIRD-PARTY PRODUCT OR SERVICE (OTHER THAN AS SPECIFICALLY AUTHORIZED IN WRITING IN ADVANCE BY US), OR USE IN VIOLATION OF ANY PROVIDED-FOR INSTRUCTIONS. ANY PRODUCTS MANUFACTURED BY A THIRD PARTY AND INCORPORATED IN ANY GOODS PROVIDED HEREUNDER ARE NOT COVERED BY THIS LIMITED WARRANTY.

LIMITED WARRANTY PROVISIONS RELATED TO MAXAIR CONSUMABLE PRODUCTS:

MANUFACTURE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE, OR OTHERWISE PERTAINING TO ITS CONSUMABLE PRODUCTS.

THE ONLY LIMITED WARRANTY MANUFACTURER MAKES AS TO ITS CONSUMABLE PRODUCTS IS THAT THE CONSUMABLE PRODUCTS WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP AND WILL CONFORM TO MANUFACTURER’S SPECIFICATION AT THE TIME OF SHIPMENT TO BUYER. BUYER SHALL HAVE FIVE (5) DAYS AFTER THE DELIERY OF THE CONSUMABLE PRODUCTS TO CLAIM THE CONSUMABLE PRODUCTS ARE DEFECTIVE. BUYER’S SOLE REMEDY FOR DEFECTIVE CONSUMABLE PRODUCTS UNDER THIS LIMITED WARRANTY WILL BE TO CHOOSE FROM ONE OF THE FOLLOWING REMEDIES: 1) RECEIVE A REPLACEMENT CONSUMABLE PRODUCT FOR THE DEFECTIVE CONSUMABLES; OR 2) RECEIVE A REFUND FOR THE DEFECTIVE CONSUMABLE PRODUCTS. UPON MANUFACTURER’S REQUEST, BUYER WILL BE REQUIRED TO SHIP THE DEFECTIVE CONSUMABLE PRODUCTS BACK TO MANUFACTURER FOR FURTHER EVALUATION OR RETURN USING THE SHIPMENT PROCEDURES OUTLINED IN THE CLAIMS PROCEDURES OF BIO-MEDICAL DEVICES INTERNATIONAL INC DBA MAXAIR SYSTEMS.

THE MANUFACTURER SHALL BE IN NO WAY RESPONSIBLE FOR THE GOODS' PROPER USE AND SERVICE.

NOTWITHSTANDING THE FOREGOING, THIS LIMITED WARRANTY SHALL NOT APPLY WHEN THE GOODS ARE SUBJECT TO: NEGLIGENCE, MISCONDUCT, MISUSE, ABUSE, ACCIDENT, IMPROPER INSTALLATION OR HANDLING, UNUSUAL ENVIRONMENTAL CONDITIONS, OR OTHER EXTREME STRESS, ALTERATION, FAILURE TO MAINTAIN PRODUCTS IN ACCORDANCE WITH MANUFACTURER’S RECOMMENDATIONS, DAMAGE CAUSED BY A REPAIR BY ANYONE OTHER THAN US, DAMAGE CAUSED BY USE WITH ANY THIRD-PARTY PRODUCT OR SERVICE (OTHER THAN AS SPECIFICALLY AUTHORIZED IN ADVANCE BY US), OR USE IN VIOLATION OF ANY PROVIDED-FOR INSTRUCTIONS. ANY PRODUCTS MANUFACTURED BY A THIRD PARTY AND INCORPORATED IN ANY GOODS PROVIDED HEREUNDER ARE NOT COVERED BY THIS LIMITED WARRANTY.

LIMITED WARRANTY PROVISIONS APPLICABLE TO ALL MAXAIR PRODUCTS:

AS A CONDITION OF MANUFACTURER’S LIMITED WARRANTY, ALL LIMITED WARRANTY CLAIMS MUST BE PROCESSED BY BIO-MEDICAL DEVICES INTERNATIONAL INC. DBA MAXAIR SYSTEMS; ANY LIMITED WARRANTY CLAIMS SUBMITTED DIRECTLY TO THE MANUFACTURER OR TO ANY OTHER THIRD PARTY WILL BE REJECTED.

THE BUYER MUST FOLLOW THE LIMITED WARRANTY CLAIMS PROCEDURES OF BIO-MEDICAL DEVICES INTERNATIONAL INC DBA MAXAIR SYSTEMS IN ORDER TO QUALIFY FOR THE LIMITED WARRANTY. THE CLAIMS PROCEDURES CAN BE FOUND AT MAXAIR-SYSTEMS.COM/TERMS-AND-CONDITIONS. EMAIL [email protected] OR CALL (800) 443-3842 FOR LIMITED WARRANTY CLAIMS HELP.

SYNTECH INTL, INC. DOES NOT WARRANT, ENDORSE, OR CERTIFY REPAIRS AND RE-WORK PERFORMED ON MAXAIR BRANDED RESPIRATORS AND COMPONENTS BY UNAUTHORIZED 3RD PARTIES. CURRENTLY THERE ARE NO AUTHORIZED 3RD PARTY MAXAIR BRAND RESPIRATOR REPAIR AND REWORK BUSINESSES.

SYNTECH INTL, INC. DOES NOT CERTIFY, ENDORSE, OR WARRANT COMPONENTS AND PRODUCTS MANUFACTURED BY UNAUTHORIZED 3RD PARTIES CLAIMING COMPATIBILITY WITH MAXAIR BRANDED RESPIRATORS. CURRENTLY, THERE ARE NO AUTHORIZED 3RD PARTY MAXAIR BRAND PRODUCT AND COMPONENT MANUFACTURERS.

WARRANTY COVERAGE WILL BE VOIDED FOR DEFECTS OR DAMAGE CAUSED BY USING THIRD-PARTY PARTS, THIRD-PARTY DISPOSABLES, OR THIRD-PARTY REPAIRS/SERVICES. FURTHERMORE, USE OF NON-MAXAIR DISPOSABLES (DISPOSABLES MANUFACTURED BY ANYONE OTHER THAN SYNTECH INTL, INC) AND REPLACEMENT PARTS MAY VOID CERTIFICATIONS AND MAY COMPROMISE EQUIPMENT PROTECTIONS, EQUIPMENT EFFICIENCIES, AND EQUIPMENT LIFE.

"NIOSH REMINDS USERS THAT ALL NIOSH-APPROVED RESPIRATORS AND THEIR COMPONENTS SHOULD NOT BE MODIFIED. MODIFICATIONS WILL RESULT IN THOSE RESPIRATORS NO LONGER MEETING NIOSH APPROVAL REQUIREMENTS AND MAY LEAD TO A REDUCTION OR LOSS OF EXPECTED PROTECTION FOR THE USER.” (NIOSH RESPIRATORY PROTECTIVE DEVICE INFORMATION (CA 2022-1047) | NPPTL | NIOSH | CDC).

ANY AFFIRMATION OF FACT OR PROMISE MADE BY MANUFACTURER SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT THE GOODS SHALL CONFORM TO THE AFFIRMATION OR PROMISE. ANY SAMPLE OR MODEL IS FOR ILLUSTRATIVE PURPOSES ONLY AND SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT THE GOODS SHALL CONFORM TO THE SAMPLE OR MODEL; AND NO AFFIRMATION OR PROMISE, OR DESCRIPTION, OR SAMPLE OR MODEL SHALL BE DEEMED PART OF THE BASIS OF THE BARGAIN.

THIS LIMITED WARRANTY ONLY APPLIES TO THE ORIGINAL PURCHASER OF THE PRODUCTS AND IS NON-TRANSFERABLE TO OTHER FUTURE PURCHASERS.

THE LIMITED WARRANTY IN LIEU OF ALL OTHER WARRANTIES, AND COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY MANUFACTURER, OR ANY OTHER PERSON ON MANUFACTUERER’S BEHALF.

SUBJECT TO APPLICABLE LAW, THE REMEDIES SET FORTH ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES, AND OUR ENTIRE OBLIGATION AND LIABILITY, FOR ANY BREACH OF OUR LIMITED WARRANTY. SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL COMPANY’S OBLIGATION OR LIABILITY HEREUNDER EXCEED THE PURCHASE PRICE YOU PAID FOR ANY PRODUCTS OR SERVICES. ADDITIONALLY, SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOSS OF USE, DATA, BUSINESS, GOODWILL, REPUTATION, PROFIT, OR REVENUE, AND/OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OR OTHER DIRECT OR INDIRECT LOSSES OF ANY KIND. SOME STATES DO NOT ALLOW FOR THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

UNLESS OTHERWISE PROHIBITED BY LAW, THE STATUTE OF LIMITATIONS WILL BE ONE-YEAR FROM THE PRODUCT DELIVERY DATE FOR BUYER TO BRING A LAWSUIT AGAINST MANUFACTURER.

UNLESS OTHERWISE PROHIBITED BY LAW, THESE TERMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.

UNLESS OTHERWISE PROHIBITED BY LAW, THE EXCLUSIVE FORUM FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THIS LIMITED WARRANTY SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT SITTING IN ORANGE COUNTY IN THE STATE OF CALIFORNIA, AND EACH PARTY HEREBY WAIVES ANY CLAIM THAT ANY LEGAL PROCEEDING (INCLUDING ANY TORT CLAIM) HAS BEEN BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF THAT PROCEEDING IS IMPROPER.

THIS LIMITED WARRANTY IS SUBJECT TO CHANGE AT ANY TIME WITHOUT PRIOR WRITTEN NOTICE BY MANUFACTURER. THE MOST RECENT VERSION OF THIS LIMITED WARRANTY SHALL BE POSTED FOR YOUR REVIEW AT ANY TIME AT HTTPS://MAXAIR-SYSTEMS.COM/TERMS-AND-CONDITIONS . IT IS IMPORTANT TO CHECK FOR UPDATED LIMITED WARRANTY TERMS BEFORE ENGAGING IN FUTHER ORDERS OF MAXAIR PRODUCTS AS LIMITED WARRANTY TERMS MAY HAVE CHANGED.

IN THE EVENT THAT ANY PART OR PORTION OF THIS LIMITED WARRANTY IS DEEMED TO BE INVALID, ILLEGAL, OR UNENFORCEABLE, THE REMAINING PROVISIONS SHALL CONTINUE IN FULL FORCE AND EFFECT.

EXHIBIT B. SYNTECH INTL, INC. OUT OF WARRANTY REPAIR PROGRAM.

This program applies to out of warranty repairs.

THIS OUT OF WARRANTY REPAIR PROGRAM IS SUBJECT TO CHANGE AT ANY TIME WITHOUT PRIOR WRITTEN NOTICE BY MANUFACTURER. THE MOST RECENT VERSION OF THE PROGRAM SHALL BE POSTED FOR YOUR REVIEW AT ANY TIME AT HTTPS://MAXAIR-SYSTEMS.COM/TERMS-AND-CONDITIONS . IT IS IMPORTANT TO CHECK FOR UPDATED PROGRAM TERMS BEFORE ENGAGING IN FUTHER OUT OF WARRANTY REPAIRS AS TERMS MAY HAVE CHANGED.

1. To determine feasibility of repair and to develop a Cost and Turn-Around Time for Repair Estimate (CTRE), Customers must agree to and complete the SYNTECH INTL, INC. Diagnostic Service Assessment (DSA) described below:

I. Syntech Intl, Inc. outsources the return material authorization request process to its distributor of MAXAIR products, Bio-Medical Devices International Inc. DBA MAXAIR Systems (“BMDI”). An RMA number must be first issued by BMDI customer service before moving to step two. BMDI customer service has the sole discretion whether to issue an RMA number based on the nature of your request. Reasons for rejection may include but are not limited to: Cosmetic issues, discontinued products, and products beyond economical repair. To obtain an RMA number please download the form at https://maxair-systems.com/images/PDFS/005-MAXAIR-RMA-Request-Form-011921-P.pdf and email the form to [email protected] .

II. Once an RMA form is filled out and you receive an RMA number, the statement of decontamination form must be followed in detail and accompany each shipment. You can download the form here: https://maxair-systems.com/images/PDFS/003-Status-Of-Decontamination-Decon-Tag.pdf

III. Customer must issue payment to SYNTECH INTL, INC. in the amount of $150.00 per-returned-helmet as a Diagnostic Fee prior to SYNTECH INTL, INC. opening any box(es) sent by customer. The $150.00 Diagnostic Fee is not refundable and not returnable regardless of whether any repair is attempted or carried out. However, the Diagnostic Fee will be applied to any repair or replacement charges billed to customer if such charges exceed the Diagnostic Fee.

IV. Regardless of whether repair work or assessments were performed, and regardless of any other charges, customer is responsible for freight costs, risk-of-loss, and insurance when shipping to and from SYNTECH INTL, INC., 17171 Daimler Street, Irvine, CA, 92614.

2. Customers who complete the Diagnostic Service Assessment above:

a. Should expect within 2-5 working days of Syntech Intl, Inc.’s receipt of shipment of the products to receive a CTRE via e-mail. Customers must approve and sign the CTRE. Each CTRE will indicate the estimated cost, less taxes, and time-to-repair of the helmet(s).

b. Must sign an Authorization to Repair or Disassemble (ARD) the helmet(s) to authorize SYNTECH INTL, INC. to either:

i. Repair per original CTRE, including pursuing any and all options presented, only as necessary, to bring all returned helmet(s) back to factory specifications; or

ii. Disassemble the returned helmet(s) to further diagnose issues and to eliminate options. In this scenario, SYNTECH INTL, INC. will proceed and send an amended CTRE to customer for approval to proceed with repair. CAUTION: Customer acknowledges that disassembly will damage various components and assemblies and if no repair is authorized, SYNTECH INTL, INC. will not be held responsible for any reassembly or repair and will only make the helmet(s) available for return in disassembled and “as is”/damaged condition.

3. Once the CTRE and ARD are executed between the parties, SYNTECH INTL, INC. will, as applicable, commence to repair the helmet(s) or disassemble the helmet(s), complete the diagnosis, and send Customer an amended CTRE.

4. If additional repairs unknown to SYNTECH INTL, INC. appear at the time repairs or assessments are commenced, SYNTECH INTL, INC. will stop work and submit and request approval from customer for any additional charges by submitting to customer an amended/updated CTRE.

5. When the helmet(s) are fully repaired and tested to meet standard production requirements, SYNTECH INTL, INC. will notify the customer. When Customer is notified repairs are completed and has received a final Invoice, customer will forward full payment to SYNTECH INTL, INC. When SYNTECH INTL, INC. receives payment in full from customer, SYNTECH INTL, INC. will return helmet(s) to customer per customers authorized pre-pay and ship instructions.

6. SYNTECH INTL, INC. warrants out-of-warranty repairs consistent with the terms and conditions in SYNTECH INTL, INC.’s out-of-warranty repair limited warranty incorporated herein as Attachment A which may be updated at any time in the sole discretion of Manufacturer.

Name: _______________________________________________________________

Signature: ____________________________________________________________

Title: _________________________________________________________________

Date: _______________________

ATTACHMENT A | LIMITED WARRANTY FOR OUT-OF-WARRANTY REPAIRS

THE SYNTECH INTL, INC. LIMITED WARRANTY PROVIDES THAT, SUBJECT TO THE FOLLOWING LIMITATIONS, EACH REPAIRED MAXAIR PRODUCT WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP AND WILL CONFORM TO SYNTECH INTL, INC.'S SPECIFICATION FOR THE PARTICULAR PRODUCT FOR A PERIOD OF 30 DAYS AFTER THE REPAIR.

SYNTECH INTL, INC.’s ENTIRE LIABILITY FOR ANY DEFECTIVELY REPAIRED PRODUCT SHALL IN NO EVENT EXCEED THE COST TO REPAIR THE DEFECTIVE PRODUCT. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE FACE OF THIS LIMITED WARRANTY.

SYNTECH INTL, INC. DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS, INCLUDING: ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THIS WARRANTY IS THE EXCLUSIVE REMEDY OF BUYER WITH RESPECT TO ANY CLAIM RELATING TO THE MAXAIR SYSTEMS PRODUCT REPAIR, WHETHER ARISING AT LAW OR AT EQUITY, OTHER THAN CLAIMS FOR PERSONAL INJURY PROXIMATELY CAUSED BY A DEFECT IN THESE ITEMS.

BUYER SHALL NOT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR, LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COST, LOSS OF DATA, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF BUYERS, PUNITIVE DAMAGES, IPR INFRINGEMENT, LOSS OF CONTRACTS OR ORDERS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. BUYER’S RECOVERY FROM SELLER FOR ANY CLAIM SHALL NOT EXCEED THE REPAIR COST PAID FOR THE AFFECTED PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.

BUYER WILL INDEMNIFY, DEFEND, AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED ON: SELLER’S COMPLIANCE WITH BUYER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS; MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN SELLER; OR USE IN COMBINATION WITH OTHER PRODUCTS.

IN THE EVENT THAT ANY PART OR PORTION OF THIS LIMITED WARRANTY IS DEEMED TO BE INVALID, ILLEGAL, OR UNENFORCEABLE, THE REMAINING PROVISIONS SHALL CONTINUE IN FULL FORCE AND EFFECT.

THIS WARRANTY COVERS THE SPECIFIC REPAIR PERFORMED, BUT NOT THE ENTIRE DEVICE.