1. Applicability; Offer

These General Terms and Conditions (“Terms”) apply to all purchase orders (“Orders”) issued by CooperSurgical, Inc. or its affiliates (the entity issuing the Order is called the “Buyer”) to the seller specified in each Order (the “Seller”). Each Order is an offer by the Buyer to purchase the goods or services specified in the Order, only on the terms and conditions set out in the Order and these Terms. No Order is binding on the Buyer until it is accepted by the Seller, and the Buyer may freely withdraw any Order, without cost or penalty, before it is accepted by the Seller.

2. Delivery

Time, rate and place of deliveries are the essence of each Order and all deliveries shall be made strictly in accordance with the time schedule set out in the Order. Unless otherwise specified in an Order, the Seller shall ship all goods ordered in that Order via a common carrier selected by the Buyer, or, if the Buyer does not select a carrier, a reasonable common carrier selected by the Seller, for delivery DDP (Incoterms 2010) the Buyer’s location specified in that Order. The Seller shall pack all goods for shipment according to the Buyer’s instructions, or, if the Buyer does not provide instructions, in a manner reasonably sufficient to ensure that the goods are delivered in undamaged condition.

3. Invoicing

The Seller shall invoice the Buyer (each, an “I