PCCC Purchasing Procedure

PURCHASING PROCEDURE

PURCHASE ORDER. Buyer shall place orders with Seller by mail, telephone, facsimile and/or electronic mail. Seller shall confirm receipt of orders only when specified by Buyer. To be valid, orders must include, but not limited to, Buyer name, address (bill-to and ship-to), reference number, purchasing agent, Seller item number and description, shipping method and carrier, date of order and delivery. Orders with erroneous product cost may be released with the corrected cost on Buyer's invoice without informing Buyer in advance.

MINIMUM PURCHASE. A $10.00 handling charge will be included on all Buyer purchase orders with a value of less than $250.00.

PRICING. Seller shall have the absolute right to establish the price of the products to be purchased by the Buyer. Seller shall provide the Buyer with at least thirty (30) days notice in the event of any changes in the purchase price. This does not include erroneous product costing on Buyer's purchase orders.

FREIGHT TERMS. Terms of delivery are F.O.B. point of shipment for all domestic and international orders. Risk of loss/damage and title shall pass to Buyer upon delivery of the products to the Buyer or carrier, as the case may be.

FULFILLMENT POLICY. Seller shall make all reasonable efforts to ensure orders are released in their entirety.

BACKORDER POLICY. Seller shall make all reasonable efforts to notify Buyer when an order's release date is extended ten (10) business days beyond the date of delivery.

PACKAGING. Each product shall be contained within a clear polyethylene bag for cleanliness.

BAR CODING. Where applicable, each product shall have a bar code label affixed onto the bag.

SHIPPER CARTONS. All shipper cartons shall contain a specific amount of product and conform to Seller's standards and specifications. Seller shall generate a packing slip that shall be affixed onto one (1) shipper carton of the order.

ADDITIONAL SERVICES. Seller, for a fee, shall perform additional services as requested by the Buyer, such as: labeling, insert literature, inventory, drop-ship and partial release orders.

INVOICES. The Seller shall invoice the Buyer the day the order is released to the Buyer or carrier, as the case may be. Invoices shall include, but not limited to, Buyer name, address (bill-to and ship-to), reference number, terms for payment, Seller item number and description, shipping method and carrier, date of release and payment due date. Each invoice shall reference one (1) purchase order.

TERMS OF PAYMENT. Terms of payment, unless otherwise expressly agreed in writing are net thirty (30) days from the invoice date, in U.S. Dollars.

RETURN POLICY. Buyer agrees to inspect, test and accept or reject product(s) delivered by or for Seller within thirty (30) days after invoice date and all product(s) delivered shall be conclusively deemed accepted and to conform to contract requirements unless rejection is made or specific objection or notice of nonconformity is given in writing within such thirty (30) days period.

RETURN RESTRICTIONS. Under no circumstances can product(s) be returned for the following reasons, but not limited to, discontinued product, drop-to or special-order product, third party shipments, expired product, open or defaced product, used product.

RETURN GOODS AUTHORIZATION. Buyer must obtain a return goods authorization (RGA) number before returning any and all products to Seller. Products returned by Buyer without a RGA will not be acknowledged by Seller. RGA is valid for thirty (30) days after date of issue. RGA shall include, but not limited to, Seller invoice number and date, product item number and description, reason for returning product(s).

CREDIT MEMO. Seller shall inspect product(s) returned by Buyer. Seller than shall either accept or reject product(s) delivered to Seller. If accepted, Buyer shall receive a memorandum crediting their account. Credit memos are not transferable. Monetary refunds are prohibited. If rejected, at Buyer's options shall receive product(s) at their expense or allow Seller to discard product(s).

RESTOCKING. Product(s) that are returned to Seller due to Buyer's error are subject to at least fifteen percent (15%) of the product cost for handling and restocking by the Seller.

DEBIT MEMO. Under no circumstances shall the Buyer create a debit memo or "short pay" for price, discount and quantity discrepancies (resulting from shortages, damages, wrong items) without expressed written consent from Seller.

ACCOUNT STATEMENT. Seller shall submit to Buyer an accounting of all outstanding invoices and monies owed to Seller. Statements shall be forwarded to Buyer, at least monthly where appropriate.

ACCOUNT SERVICE CHARGE. Buyer agrees to pay Seller the cost of collection of over due invoices, including, without limitation, attorney's fees. All amounts not paid when due shall bear interest at the lesser of eighteen percent (18.0%) per annum or at the highest rate permitted by law.

WITHHOLD ORDER. Seller shall have the absolute right to withhold the Buyer's order if Buyer is in default of their terms of payment.

SAFETY NOTICE. Buyer shall comply with and require its agents and employees to comply with any and all directions, safety notices, warnings and other instructions that may be furnished by Seller or of which Buyer is aware, and shall use and require its agents and employees to use reasonable care in the handling and use of the product(s). Buyer agrees to disseminate any product safety data sheets, safety notices, warnings and other instructions to any person who is exposed to such hazards.

RECALL. Seller shall conduct recalls and advisory warnings to ensure that all applicable products apply to U.S. Food and Drug Administration and CE (Communaute Europeenne) Medical Device Directive (MDD) 93/42/EEC standards and specifications. Batch/Lot information shall be included on each bar code label that is affixed onto a bag containing individualized product. Advisory/recall notices shall be available for issue by mail, telephone, facsimile electronic mail or advertisement and shall include, but not limited to, product group, product type, sales area and date of manufacture.

PROCEDURAL CHANGES. Seller shall have the absolute right to make additions, deletions and modifications to its' procedures without giving notice to Buyer at any time. These guidelines are not to be construed as a contract or agreement between Seller and Buyer.

PURCHASE ORDER. Buyer shall place orders with Seller by mail, telephone, facsimile and/or electronic mail. Seller shall confirm receipt of orders only when specified by Buyer. To be valid, orders must include, but not limited to, Buyer name, address (bill-to and ship-to), reference number, purchasing agent, Seller item number and description, shipping method and carrier, date of order and delivery. Orders with erroneous product cost may be released with the corrected cost on Buyer's invoice without informing Buyer in advance.

MINIMUM PURCHASE. A $10.00 handling charge will be included on all Buyer purchase orders with a value of less than $250.00.

PRICING. Seller shall have the absolute right to establish the price of the products to be purchased by the Buyer. Seller shall provide the Buyer with at least thirty (30) days notice in the event of any changes in the purchase price. This does not include erroneous product costing on Buyer's purchase orders.

FREIGHT TERMS. Terms of delivery are F.O.B. point of shipment for all domestic and international orders. Risk of loss/damage and title shall pass to Buyer upon delivery of the products to the Buyer or carrier, as the case may be.

FULFILLMENT POLICY. Seller shall make all reasonable efforts to ensure orders are released in their entirety.

BACKORDER POLICY. Seller shall make all reasonable efforts to notify Buyer when an order's release date is extended ten (10) business days beyond the date of delivery.

PACKAGING. Each product shall be contained within a clear polyethylene bag for cleanliness.

BAR CODING. Where applicable, each product shall have a bar code label affixed onto the bag.

SHIPPER CARTONS. All shipper cartons shall contain a specific amount of product and conform to Seller's standards and specifications. Seller shall generate a packing slip that shall be affixed onto one (1) shipper carton of the order.

ADDITIONAL SERVICES. Seller, for a fee, shall perform additional services as requested by the Buyer, such as: labeling, insert literature, inventory, drop-ship and partial release orders.

INVOICES. The Seller shall invoice the Buyer the day the order is released to the Buyer or carrier, as the case may be. Invoices shall include, but not limited to, Buyer name, address (bill-to and ship-to), reference number, terms for payment, Seller item number and description, shipping method and carrier, date of release and payment due date. Each invoice shall reference one (1) purchase order.

TERMS OF PAYMENT. Terms of payment, unless otherwise expressly agreed in writing are net thirty (30) days from the invoice date, in U.S. Dollars.

RETURN POLICY. Buyer agrees to inspect, test and accept or reject product(s) delivered by or for Seller within thirty (30) days after invoice date and all product(s) delivered shall be conclusively deemed accepted and to conform to contract requirements unless rejection is made or specific objection or notice of nonconformity is given in writing within such thirty (30) days period.

RETURN RESTRICTIONS. Under no circumstances can product(s) be returned for the following reasons, but not limited to, discontinued product, drop-to or special-order product, third party shipments, expired product, open or defaced product, used product.

RETURN GOODS AUTHORIZATION. Buyer must obtain a return goods authorization (RGA) number before returning any and all products to Seller. Products returned by Buyer without a RGA will not be acknowledged by Seller. RGA is valid for thirty (30) days after date of issue. RGA shall include, but not limited to, Seller invoice number and date, product item number and description, reason for returning product(s).

CREDIT MEMO. Seller shall inspect product(s) returned by Buyer. Seller than shall either accept or reject product(s) delivered to Seller. If accepted, Buyer shall receive a memorandum crediting their account. Credit memos are not transferable. Monetary refunds are prohibited. If rejected, at Buyer's options shall receive product(s) at their expense or allow Seller to discard product(s).

RESTOCKING. Product(s) that are returned to Seller due to Buyer's error are subject to at least fifteen percent (15%) of the product cost for handling and restocking by the Seller.

DEBIT MEMO. Under no circumstances shall the Buyer create a debit memo or "short pay" for price, discount and quantity discrepancies (resulting from shortages, damages, wrong items) without expressed written consent from Seller.

ACCOUNT STATEMENT. Seller shall submit to Buyer an accounting of all outstanding invoices and monies owed to Seller. Statements shall be forwarded to Buyer, at least monthly where appropriate.

ACCOUNT SERVICE CHARGE. Buyer agrees to pay Seller the cost of collection of over due invoices, including, without limitation, attorney's fees. All amounts not paid when due shall bear interest at the lesser of eighteen percent (18.0%) per annum or at the highest rate permitted by law.

WITHHOLD ORDER. Seller shall have the absolute right to withhold the Buyer's order if Buyer is in default of their terms of payment.

SAFETY NOTICE. Buyer shall comply with and require its agents and employees to comply with any and all directions, safety notices, warnings and other instructions that may be furnished by Seller or of which Buyer is aware, and shall use and require its agents and employees to use reasonable care in the handling and use of the product(s). Buyer agrees to disseminate any product safety data sheets, safety notices, warnings and other instructions to any person who is exposed to such hazards.

RECALL. Seller shall conduct recalls and advisory warnings to ensure that all applicable products apply to U.S. Food and Drug Administration and CE (Communaute Europeenne) Medical Device Directive (MDD) 93/42/EEC standards and specifications. Batch/Lot information shall be included on each bar code label that is affixed onto a bag containing individualized product. Advisory/recall notices shall be available for issue by mail, telephone, facsimile electronic mail or advertisement and shall include, but not limited to, product group, product type, sales area and date of manufacture.

PROCEDURAL CHANGES. Seller shall have the absolute right to make additions, deletions and modifications to its' procedures without giving notice to Buyer at any time. These guidelines are not to be construed as a contract or agreement between Seller and Buyer.