Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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3.5 PERFORMANCE CONSTRAINTS

Supplier is responsible for anticipating (1) any inability on its part to
perform its obligations and (2) any limitations in meeting the objectives of
this Agreement with regard to manufacturing, delivery and other required
performance. Supplier is also responsible for informing Stereotaxis when such
constraints will occur and initiating action plans to resolve them. Typical
constraints might include, but are not limited to:

         (a)      Quality problems

         (b)      Capacity/production problems

         (c)      Sub-tier supplier supply-chain management problems

         (d)      Other business issues

3.6 RESOLUTION OF PERFORMANCE CONSTRAINTS

Supplier will notify the Supplier Account Team Lead as soon as a constraint is
identified and promptly advise Stereotaxis of an action plan to resolve the
constraint without impacting Supplier's performance obligations under this
Agreement.

3.7 PACKAGING REQUIREMENTS

Supplier will have all Items packaged "ready for use" in accordance with
Stereotaxis' packaging specifications. Packaging specifications shall be
supplied by Stereotaxis for each type of shipment to be made by Supplier (for
example, via truck, via sea freight, or via airfreight). Supplier will mark and
identify every Item in compliance with Stereotaxis' part marking identification
specifications and requirements. In addition, Stereotaxis may require and
specify specific fit-for-use packaging for certain Items and/or deliveries.

3.8 TRANSPORTATION REQUIREMENTS

Supplier must include a valid packing slip number or package ID on each package
or shipment.

Supplier shall ship all Items "F.O.B. Origin". Stereotaxis will specify the
applicable destination point, which may be a Stereotaxis Facility or another
location. Supplier shall ship all Items in accordance with Stereotaxis' Routing
Guide, including use of approved carriers. In the absence of such a Routing
Guide, Supplier shall select appropriate carriers for shipment of Items.
Supplier shall produce and ship all Items to accomplish delivery of all Items at
the applicable destination point on time.

Stereotaxis may require, from time to time, the Supplier to ship to locations
outside of the United States of America. Supplier will prepare the export
paperwork and be the exporter of record. Supplier must utilize Stereotaxis'
preferred carriers for the export of the Items. Stereotaxis will pay the
freight charges based on Stereotaxis' rates with its preferred carriers.
Stereotaxis will be responsible for importing the goods into the destination
country.

3.9 FREIGHT AND DELIVERY COSTS

All freight and delivery costs for Items shall be specified as "Freight Prepaid"
on bills of lading, to be paid directly by Supplier and billed to Stereotaxis.

3.10 TITLE AND RISK OF LOSS

For all Items shipped Stereotaxis shall bear all risk of loss as to such Items
while in transit. For those Items where Stereotaxis has provided prior written
agreement that Supplier will ship Items using Supplier owned trucks, Supplier
shall bear all risk of loss as to all such Items while in transit and continuing
until Stereotaxis or its designee has received the Items at the specified
destination point and Stereotaxis has acknowledged receipt of the Items.



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