Pelican BioThermal, LLC

Page: 1 of 2
3020 Niagara Lane N
Plymouth MN 55447
USA
Phone No: 763-412-4800
Fax No.: 763-412-4801 Invoice
www.pelicanbiothermal.com

Bill to Party Information

Invoice No. 1350000612
Eli Lilly Corporation
North American Shared services Center Invoice Date 08/30/2018
1 LILLY CORPORATE CTR Ship Date 08/30/2018
Indianapolis IN 46285-0001 Ref Sales Order No. 1009880
Customer PO No. Asset_01
Ship to Party
Customer No. 1005738
Eli Lilly Corporation Currency USD
North American Shared services Center Terms of Payment Net due in 60 days
1 LILLY CORPORATE CTR Incoterms PPA Prepay and Add
Indianapolis IN 46285-0001
Freight Carrier: UPS Ground
Freight Type: Prepaid & Add
Make checks payable to:
Pelican BioThermal LLC
3020 Niagara Lane North
Plymouth, MN 55447

Item Material/Description Quantity Back Ord Qty Unit Price Value

10 ASSET-FI02 1 EA 0 10.00 10.00
Asset

Net Price + Charges 10.00

Sales Tax 0.00
Grand Total 10.00

For questions regarding this invoice please contact: PLYAccountsReceivable@pelican.com

 PELICAN BIOTHERMAL, LLC TERMS & CONDITIONS OF SALE
GENERAL TERMS AND CONDITIONS: 1. The quotation, order acknowledgment or intended or implied. Buyer is solely responsible for the following in connection with the use
invoice attached to this form is subject to the following terms and conditions ("Terms"). of all products purchased pursuant to these Terms ("Products"): (a) ensuring that the
Any deviation from these Terms shall not be binding unless acknowledged in writing by Products are not used to store or transport any materials identified by Seller as not
Seller's authorized representative. suitable for use with the Products, including: infectious substances, cultures, patient
2. Pelican BioThermal, LLC. and any of its affiliates and/or subsidiaries are herein referred specimens (including animal) or medical and clinical waste, industrial waste, live animals,
to as Seller and the other party is referred to as Buyer. corrosive materials, explosives, toxic materials and food products or any other substance
3 These Terms are not a distribution, franchise, agency or supply agreement and confer or material identified by Seller, and (b) testing the Products in Buyer's environment to
no rights to exclusivity on Buyer. Neither party is bound to effect any purchase nor has confirm that intended use of the Products has been independently verified by Buyer. Buyer
sale of any of Seller's products except to the extent an order been placed by Buyer and waives and agrees to hold Seller and its directors, officers, agents and employees
approved by Seller in accordance with these Terms. harmless against any Claims incurred by Buyer or its employees, officers, representatives
4. A waiver of a breach of any Term shall not be deemed a waiver of similar Terms in the or agents arising from their use of the Products. Buyer further agrees to indemnify, defend
future. and hold harmless Seller and its directors, officers, agents and employees from and
5. These Terms constitute an offer by Seller to sell goods to Buyer and shall supersede against any Claims by Buyer or any third party resulting from Buyer's negligence or
any terms or conditions contained in Buyer's purchase order. Acceptance by Seller of any misconduct in the use of the Products.
order is limited to these Terms; and Seller objects to any additional or different terms SUBMISSION TO JURISDICTION & VENUE; GOVERNING LAW: 1. Any action or
which may be contained in any of Buyer's purchase order, acknowledgment or other forms proceeding seeking to enforce any provision of, or based on any right arising out of, this
or correspondence. Except as otherwise expressly agreed to by Seller in writing, these agreement is subject to the exclusive jurisdiction of the state or federal courts located in
Terms, when accepted by Buyer explicitly, by acceptance of goods or services or California, and each of the Parties consents to the jurisdiction of such courts in any such
otherwise, shall constitute the entire agreement between Seller and Buyer on the subject action or proceeding and waives any objection to venue, including any defense of
hereof, superseding all prior oral or written communications and negotiations. inconvenient forum. A final judgment in any action or proceeding so brought shall be
6. If Buyer is an authorized Dealer and has a fully signed Agreement currently in effect conclusive and may be enforced by suit on the judgment or in any other manner provided
with Seller, then any terms in that Agreement which conflict with these terms shall be by law or at equity.
applied to Buyer's purchase. All other Terms herein shall apply. 2. This Agreement shall be governed by the laws of California giving effect to any choice
7. BY PURCHASING PRODUCTS FROM SELLER, BUYER CONFIRMS THAT IT or conflict of law principle, provision or rule, whether of California or any other jurisdiction
UNDERSTANDS, ACCEPTS AND AGREES TO BE BOUND BY that would cause the application of the laws of any jurisdiction other than California. The
THESE TERMS. United Nations Convention on the International Sale of Goods shall not apply to this
CANCELLATION/CHANGE: Buyer's purchase order is not subject to cancellation, Agreement. NOTWITHSTANDING THE PRECEDING PROVISIONS OF THIS
change, reduction, suspension or deferment of deliveries without Seller's written consent PARAGRAPH, IN AUSTRALIA, THIS AGREEMENT SHALL BE GOVERNED BY THE
and on terms which indemnify Seller against loss. Custom orders are not subject to UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS.
cancellation or termination. LIMITATION OF ACTION; JURY WAIVER: 1. Except for claims arising from Buyer's non-
CREDIT: 1. All Terms are subject to credit approval. payment or underpayment of amounts owed to Seller, any and all claims arising out of or
2. Unless otherwise agreed by Seller, payment is due in US dollars. If Buyer fails to make related to this Agreement, or any agreement related to this Agreement or executed
payments in accord with Seller's terms, then Seller may at Seller's option, cancel the concurrently with this Agreement, or the relationship of the Parties shall be barred unless
unshipped balance of any order and seek other remedies in equity or law. a judicial proceeding is commenced within one (1) year from the date the complaining
3. If Buyer's account is delinquent, no outstanding orders will be shipped until overdue party knew or should have known of the facts giving rise to such claim, or the statute of
balances have been paid. A service charge of 1.5% per month will be added to all past limitations applicable to that claim under California law, whichever is shorter.
due amounts. 2. SELLER AND BUYER IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION,
4. Buyer shall reimburse Seller for any costs incurred in collection of amounts owed, PROCEEDING OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, ARISING
including reasonable attorneys' fees and costs. UNDER THIS AGREEMENT.
DELIVERY: Delivery dates are quoted in good faith, but are not guaranteed. Seller cannot PRICES: Prices quoted are valid for sixty (60) days from date of quotation unless
assume any risk or liability for delay or nonfulfillment of shipments due to acts of God, war, otherwise stated.
strikes, breakdown, fires, government orders, or other causes beyond Seller's control. RETURNS: Returned goods will not be accepted unless they are new, unused and in
DESIGN CHANGES: Except as the Parties may otherwise agree expressly, Seller may at original packaging then only with Seller's authorization, and are subject to a 15%
any time furnish goods that include changes in design and construction of such goods as restocking fee. Custom goods may not be returned.
shall constitute an improvement in Seller's judgment. Seller may furnish suitable SECURITY INTEREST: Buyer grants to Seller a security interest in the goods sold until
substitutes for materials unobtainable because of priorities or regulations established by Buyer has completed payment of the purchase price, plus accrued interest, and fully
governmental authority or non-availability of materials from suppliers. performed all of the other Terms hereof. Buyer agrees to execute and deliver such
ERRORS AND OMISSIONS: Seller reserves the right to correct clerical errors and financing statements as Seller may reasonably consider appropriate to perfect its security
omissions. interest. Seller may file this agreement as a financing statement.
GOVERNMENT REGULATIONS: 1. Manufacture, shipment, and delivery are subject to SEVERABILITY: If any of the provisions of these Terms are held by a court or other
any prohibition, restriction, priority, allocation, regulation or condition imposed by any tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be
applicable governmental regulation. limited or eliminated to the minimum extent necessary and replaced with a valid provision
2. Buyer agrees that it shall comply with all applicable import, export, and anticorruption that best embodies the intent of these Terms, so that these Terms shall remain in full force
statutes and regulations, including without limitation, the U.S. Foreign Corrupt Practices and effect.
Act and any comparable law in any applicable jurisdiction. Buyer agrees to indemnify and SHIPPING: 1. Buyer should specify freight carrier and any value declarations. Lacking
hold harmless Seller from all claims, damage, injury, cost, liability, expense (including such instructions Seller shall use discretion without incurring any liability.
attorneys fees and costs) or other loss threatened, suffered, or incurred by Seller 2. All orders are shipped from the location of manufacturer, unless otherwise specified. All
(collectively "Claims") as a result of or arising from Buyer's failure to comply with this orders shipped most economical way. Charges to be added to invoice. Unless otherwise
provision and/or applicable export control laws and regulations. stated, risk of loss of the goods shall pass to Buyer at the time the goods are tendered for
INTELLECTUAL PROPERTY & INDEMNIFICATION: 1. Nothing herein is intended to shipment. Any damaged freight or missing items claim must be made directly to carrier on
grant any rights to Buyer under any patent, trademark, trade secret, or copyright of Seller. P.O.D.
Buyer shall acquire no rights or interests in any of Seller's products, property, or TAXES: Seller's prices exclude any applicable taxes.
intellectual property. TERMS: 1.Terms are net 30 days from invoice unless non satisfactory references in which
2. These Terms, prices, and data contained in a quotation or describing Seller's products case payment is due before shipment. Buyer shall pay from invoice;.
or processes are considered proprietary and shall only be disclosed to members of WARRANTIES AND LIMITATION OF REMEDIES: 1. The warranty and limitation of
Buyer's organization who have a need to know. Upon request, Buyer shall return any remedies applicable to the Products is set forth at
printed or software based proprietary data to Seller. www.pelicanbiothermal.com and is hereby incorporated by reference.
3. If Seller manufactures an item to specifications furnished by Buyer, and/or containing a 2. TO THE EXTENT PERMITTED BY LAW, INCLUDING AUSTRALIAN CONSUMER
trademark, trade name, logo, or other marking furnished by Buyer, then Buyer shall LAW §§ 64A AND 276A, SELLER WILL NOT BE RESPONSIBLE FOR ANY HARM
indemnify and hold Seller harmless from and against any and all Claims resulting from or ARISING OUT OF BUYER'S PURCHASE, SALE, POSSESSION, OR USE OF ANY
arising out of (a) any claims that any such items, the use or sale thereof, infringe upon, PRODUCT SUPPLIED BY SELLER.
misappropriate or violate any patents, copyrights, or trade secret rights or other 3. IN NO EVENT WILL SELLER BE LIABLE TO BUYER FOR ANY INDIRECT,
proprietary rights of any persons, firm or entities; or (b) any claim by a third party, whether CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING
for warranty, breach of contract, product liability or any other claim or cause of action, LOST PROFITS, CLAIMS OF THIRD PARTIES OR INJURY TO PERSONS OR
arising from or related to such Buyer specifications. PROPERTY EVEN IF Seller HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
4. Compliance with all statutory or regulatory requirements regarding labeling, transport, DAMAGES.
worker safety, training, or hazardous materials, including but not limited to radioactive
materials, are the sole responsibility Buyer and not Seller. No warranty as to compliance
with any such statutory or regulatory requirements is