Terms and Conditions of Sale

Effective Date: October 27, 2026

These Terms and Conditions of Sale (“Terms”) govern the sale of equipment, products, accessories, software, and related services by Linton Lifesciences Inc. (“Linton”) to the purchaser (“Customer”).

These Terms are incorporated into each quotation, order acknowledgment, invoice, or other sales document that references them. Customer represents that it is acquiring the products and services for business, research, educational, institutional, or professional purposes, and not primarily for personal, family, or household use.

Unless Linton expressly agrees otherwise in a written agreement signed by an authorized representative of Linton, these Terms apply to all sales by Linton.

1. Orders and Acceptance

A Linton quotation constitutes an invitation for Customer to place an order on the terms stated in the quotation and these Terms.

Customer’s acceptance of a quotation, submission of a purchase order referencing a quotation, payment of a deposit or invoice, or other written authorization to proceed constitutes Customer’s acceptance of the applicable quotation and these Terms.

No order is binding on Linton until accepted by Linton in writing or until Linton begins performance.

If Customer’s purchase order or other document is deemed an offer, Linton’s acceptance is expressly conditioned upon Customer’s assent to the applicable Linton quotation and these Terms.

Any additional, inconsistent, or conflicting terms contained in a Customer purchase order, procurement portal, acknowledgment, vendor registration, click-through agreement, or other Customer document are rejected and shall not become part of the agreement unless expressly accepted in a writing signed by an authorized representative of Linton.

Linton’s acknowledgment of a purchase order, commencement of performance, shipment of products, acceptance of payment, or use of a Customer procurement system shall not constitute acceptance of Customer’s additional or conflicting terms.

2. Prices, Payment, and Taxes

Prices, deposits, payment schedules, and currency are as stated in the applicable quotation.

Customer shall make payments when due, without setoff or deduction except as required by applicable law. Linton may suspend production, procurement, shipment, delivery, installation, training, service, or other performance if any amount due remains unpaid.

Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer shall reimburse Linton for reasonable costs incurred in collecting undisputed overdue amounts, to the extent permitted by law.

Unless expressly stated otherwise, prices exclude sales, use, value-added, excise, customs, import, withholding, and similar taxes, duties, tariffs, and governmental charges.

Customer is responsible for such amounts arising from the transaction, other than taxes imposed on Linton’s net income. If Customer claims an exemption, Customer shall provide valid exemption documentation reasonably acceptable to Linton.

3. Shipping, Delivery, and Risk of Loss

Shipping and delivery terms shall be as stated in the applicable quotation.

Unless expressly included in the quotation, freight, insurance, customs clearance, duties, import charges, brokerage fees, and other transportation-related costs are the responsibility of Customer.

If a quotation specifies an Incoterm, the specified Incoterm shall be interpreted in accordance with Incoterms® 2020.

Otherwise, where products are shipped by carrier, risk of loss or damage passes to Customer when Linton duly delivers the products to the carrier for shipment.

Title to tangible products shall pass when risk of loss passes, unless the applicable quotation expressly provides otherwise. Transfer of title to tangible products does not transfer ownership of any software, firmware, intellectual property, documentation, or other licensed materials.

Delivery dates and lead times are estimates only. Linton will use commercially reasonable efforts to meet estimated schedules but does not guarantee any particular delivery date unless expressly agreed in writing.

Linton may make partial shipments and invoice such shipments separately where commercially reasonable.

4. Inspection, Claims, and Returns

Customer shall inspect products promptly following delivery.

Customer shall notify Linton within ten (10) business days after delivery of any visible shipping damage, quantity discrepancy, incorrect product, or other reasonably discoverable nonconformity. Failure to provide notice within this period does not waive claims for latent defects covered by an applicable warranty.

No product may be returned without Linton’s prior written authorization and, where applicable, a return material authorization issued by Linton.

Products that are customized, specially configured, manufactured to Customer specifications, or specifically procured for Customer are not returnable except where required under the applicable warranty or otherwise agreed by Linton in writing.

5. Cancellation and Changes

Once an order has been accepted by Linton, Customer may not cancel or materially modify the order without Linton’s prior written consent.

Linton may condition approval of a cancellation or modification upon reimbursement of costs and commitments incurred in connection with the order, including materials, components, labor, engineering, configuration, third-party commitments, restocking charges, and work in progress.

Deposits and payments attributable to customized, specially configured, manufactured, or specifically procured products may be non-refundable to the extent stated in the applicable quotation or reasonably necessary to cover Linton’s costs and commitments.

Customer-requested changes may result in adjustments to pricing, specifications, payment requirements, and estimated delivery dates.

6. Limited Warranty and Exclusive Remedy

Unless a different warranty is stated in the applicable quotation or product documentation, Linton warrants that Linton-supplied products will substantially conform to applicable published specifications and will be free from material defects in materials and workmanship under normal and intended use during the applicable warranty period.

Customer shall promptly notify Linton of a claimed warranty defect and provide reasonable information and access necessary for Linton to evaluate the claim.

For a valid warranty claim, Customer’s sole and exclusive remedy, and Linton’s sole obligation, shall be, at Linton’s option, repair of the affected product, replacement of the affected product or component, or refund of the amount paid for the affected product or component.

Warranty coverage does not apply to defects, failures, or damage resulting from:

• normal wear and tear or consumable components;

• misuse, abuse, negligence, accident, or improper handling;

• improper transportation, storage, installation, maintenance, cleaning, or operation;

• operation outside applicable specifications, instructions, or environmental requirements;

• unauthorized repair, alteration, modification, or disassembly;

• use with incompatible or unsuitable third-party equipment, materials, software, accessories, utilities, or consumables;

• Customer-developed processes, materials, protocols, or applications;

• failure to perform recommended maintenance; or

• circumstances occurring after risk of loss has transferred to Customer that are not attributable to a covered defect.

Products manufactured by third parties may be subject to the original manufacturer’s warranty, to the extent such warranty is transferable to Customer.

EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE OR IN AN APPLICABLE LINTON QUOTATION, LINTON MAKES NO OTHER WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LINTON EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

No statement, recommendation, technical assistance, demonstration, application example, or other communication by Linton creates a warranty unless expressly identified as a warranty in writing by an authorized representative of Linton.

7. Intended Use and Regulatory Responsibility

Linton products may be used for research, development, manufacturing, testing, and other applications consistent with their specifications and applicable law.

Unless Linton expressly identifies a product in writing as authorized, cleared, approved, certified, or otherwise qualified for a specific regulated use, Customer shall not rely on the sale of the product itself as evidence of regulatory authorization for Customer’s particular application.

Linton equipment may be used as part of the development or manufacture of materials, tissues, constructs, implants, medical devices, therapeutics, or other products intended for clinical or commercial use where Customer determines that such use is permitted by applicable law and obtains all required approvals, clearances, authorizations, exemptions, institutional approvals, and other permissions.

Customer is solely responsible for evaluating and validating its particular process and intended application and for determining and satisfying regulatory requirements applicable to Customer’s activities and products.

This responsibility includes, as applicable, the safety, efficacy, quality, sterility, biocompatibility, process validation, manufacturing controls, regulatory status, and legal compliance of any material, tissue, construct, implant, medical device, therapeutic product, or other item developed, manufactured, processed, or tested using Linton products.

Unless expressly agreed otherwise in writing, Linton does not warrant or represent that:

1. any Customer process or application has been validated by Linton;

2. any item produced using Linton equipment is sterile, biocompatible, safe, effective, or suitable for implantation or clinical use;

3. use of Linton equipment will satisfy any particular regulatory, quality-system, good manufacturing practice, or other compliance requirement; or

4. any Customer-developed product will receive regulatory clearance, approval, authorization, or certification.

Nothing in these Terms itself authorizes the use of any product or Customer-generated output in a human subject or patient. Any such use is the responsibility of Customer and must be conducted pursuant to applicable law and required regulatory and institutional authorization.

Customer shall not state or imply that Linton or any regulatory authority has approved, cleared, certified, endorsed, or validated Customer’s product, process, or application unless such statement is accurate and supported by applicable written documentation.

8. Intellectual Property, Software, and Customer Materials

Linton and its licensors retain all right, title, and interest in and to their respective pre-existing and independently developed intellectual property, including patents, inventions, software, firmware, designs, drawings, documentation, trademarks, trade secrets, know-how, methods, technology, and improvements thereto (“Linton Intellectual Property”).

Except as expressly provided in writing, no intellectual property rights are transferred to Customer by the sale of a product, whether by implication, estoppel, or otherwise.

Software and firmware supplied with Linton equipment are licensed, not sold. Subject to payment of applicable amounts and compliance with these Terms, Customer receives a limited, non-exclusive right to use such software and firmware solely in connection with the operation of the applicable Linton product for Customer’s internal purposes.

Except to the extent expressly permitted by applicable law or written agreement with Linton, Customer shall not copy, modify, reverse engineer, decompile, disassemble, distribute, sublicense, circumvent technical restrictions on, or separately commercialize Linton software or firmware.

As between Linton and Customer, Customer retains ownership of Customer-provided materials, Customer-generated data, and Customer-developed products, constructs, designs, and research results. Use of Linton equipment does not, by itself, give Linton ownership of such Customer materials, data, or outputs.

The foregoing does not grant Customer any ownership interest in Linton Intellectual Property incorporated into or used by Linton equipment, software, firmware, processes, or documentation.

9. Compliance with Laws and Export Controls

Each party shall comply with laws applicable to its performance under the applicable transaction.

Customer is responsible for laws, regulations, permits, and approvals applicable to Customer’s possession, operation, use, export, re-export, transfer, or disposition of the products.

Customer shall not export, re-export, transfer, release, or use Linton products, software, or technical information in violation of applicable United States export control, economic sanctions, or trade laws.

Customer shall not knowingly provide Linton products to a prohibited person, prohibited destination, or prohibited end use.

Linton may suspend or refuse performance where Linton reasonably determines that performance would violate applicable law or governmental restrictions.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LINTON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, BUSINESS OPPORTUNITY, PRODUCTION, USE, GOODWILL, DATA, EXPERIMENTS, SAMPLES, CELL LINES, TISSUES, RESEARCH MATERIALS, PRODUCTS, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO ANY QUOTATION, ORDER, PRODUCT, SOFTWARE, OR SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LINTON’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY PARTICULAR ORDER, PRODUCT, OR SERVICE SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO LINTON UNDER THE APPLICABLE ORDER FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

The limitations in this Section apply notwithstanding the failure of any limited or exclusive remedy to achieve its essential purpose, to the maximum extent permitted by applicable law.

Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited.

11. Force Majeure

Linton shall not be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, governmental action, changes in law, labor disputes, transportation disruptions, carrier delays, utility or communications failures, cyber incidents affecting third-party infrastructure, shortages of materials or components, supplier failures, export or import restrictions, embargoes, or similar events.

Linton’s performance obligations and delivery schedules shall be extended for a commercially reasonable period to account for the effects of such circumstances.

If a force majeure event materially prevents performance for an extended period, Linton may cancel the affected portion of an order and refund amounts paid for products or services that Linton will not provide.

Force majeure does not excuse Customer’s obligation to pay amounts already due for products or services provided.

12. Governing Law and Jurisdiction

These Terms, each applicable quotation and order, and any dispute arising out of or relating to them shall be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

Except where otherwise agreed in writing, the parties consent to the exclusive jurisdiction of the state courts of the State of Delaware and the United States District Court for the District of Delaware for disputes arising out of or relating to an applicable transaction, and each party consents to personal jurisdiction in those courts.

13. Entire Agreement and Order of Precedence

The applicable Linton quotation, these Terms, and any separately executed written agreement expressly applicable to the transaction constitute the agreement between Linton and Customer concerning the applicable sale.

In the event of a conflict, the following order of precedence applies:

1. a separately executed written agreement signed by authorized representatives of Linton and Customer;

2. the applicable Linton quotation;

3. these Terms and Conditions of Sale; and

4. Customer’s purchase order solely with respect to product identification, quantities, ship-to information, billing information, requested delivery information, and other administrative details expressly accepted by Linton.

Terms appearing on or incorporated into a Customer purchase order, procurement system, website, vendor portal, or other Customer document do not modify the agreement merely because Linton accepts the purchase order, accesses the system, performs the order, or accepts payment.

14. General

No amendment or modification of these Terms or an applicable order is binding on Linton unless made in writing and agreed to by an authorized representative of Linton.

No failure or delay by Linton in exercising a right or remedy constitutes a waiver of that right or remedy.

If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be enforced to the maximum extent permitted by applicable law.

Customer may not assign an order or its rights or obligations under these Terms without Linton’s prior written consent, except as otherwise required by applicable law. Linton may assign an order or these Terms in connection with a merger, reorganization, sale of substantially all relevant assets, or transfer to an affiliate or successor.

These Terms may be updated by Linton from time to time on a prospective basis. Unless otherwise agreed in writing, the version applicable to a transaction is the version identified in the applicable quotation or, if no version is identified, the version in effect when Linton accepts the applicable order. Subsequent changes to these Terms will not retroactively modify an order already accepted by Linton.

Electronic signatures, electronic acceptance, and counterparts shall have the same effect as originals to the extent permitted by applicable law.

Linton Lifesciences Inc.