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Medical Device Components

ACCEPTANCE. Acceptance of this Purchase Order is expressly limited to the terms stated herein. Any terms and condition printed on any quote, proposal, order

acknowledgment, invoice or other document issued by Seller which conflict in any way with these terms and conditions are hereby objected to and rejected. Seller’s

commencement of work on the goods or services subject to this Purchase Order, shipment of such goods, or acceptance of any payment by Purchaser, whichever occurs

first, shall be deemed acceptance of this Purchase Order.

PRICE & PAYMENT. Seller shall furnish the goods and services called for by this Purchase Order at the price or prices stated herein; any increase in any stated price can

only be accomplished through an amendment of this Purchase Order by Purchaser. Purchaser will not be responsible for any charge not shown on the face of this Purchase

Order unless otherwise agreed by Purchaser in writing.

TAXES. Purchaser shall not be liable for any Federal, State or local taxes unless separately stated on this Purchase Order and billed as a separate item. No sales/use tax

shall be added when an exception is indicated on the face of this Purchase Order.

TERMINATION FOR CONVENIENCE. Purchaser reserves the right to terminate this Purchase Order or any part hereof for its sole convenience. In such event Seller shall

immediately stop all work. Seller shall be paid a reasonable termination charge consisting of a percentage of the Purchase Order price reflecting the percentage of the work

performed prior to the notice of termination, plus actual direct costs resulting from termination. Seller shall not be paid for any work done after notice of termination, nor for any

costs incurred by Seller which could reasonably have been avoided.

TERMINATION FOR CAUSE. Purchaser may terminate this Purchase Order or any part hereof for cause in the event of any default by the Seller or Seller’s failure to comply

with the terms and conditions of this Purchase Order.

COMPLIANCE WITH LAWS. Seller’s performance of this Purchase Order shall comply with all applicable Federal and State laws, and with all rulings, regulations,

interpretations, and executive orders issued thereunder, including, but not limited to, all applicable Federal price control legislation, regulations and orders, the Fair Labor

Standards Act, the Rehabilitation Act of 1978, Vietnam Era Veterans Readjustment Assistance Act of 1974, Executive Order 11246, the Occupational Safety and Health Act of

1970, as amended, and all regulations and orders issued thereunder.

WARRANTIES. Seller warrants that all goods and services provided hereunder will conform to applicable specifications, drawings, and samples, will be merchantable, of

good material and workmanship, free from defects and will be fit and sufficient for the particular purpose intended. These warranties are in addition to all other warranties,

express, implied or statutory. Payment for, use, inspection of, or acceptance of goods or services shall not constitute a waiver of any breach of warranty.

FORCE MAJEURE. Purchaser may delay delivery or acceptance occasioned by causes reasonably beyond its control. Seller shall hold such goods at the direction of the

Purchaser and shall deliver them when the cause affecting the delay has been removed.

INDEMNIFICATION. Seller shall defend, indemnify and hold harmless Purchaser against all damages, claims or liabilities and expenses (including attorneys’ fees) arising out

of or resulting in any way from any defect in or breach of warranty for the goods or services purchased hereunder, or from any act or omission of Seller, its agents, employees

or subcontractors.

CHANGES. Purchaser shall have the right to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of

transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this

Purchase Order modified in writing accordingly.

REJECTION. Purchaser may reject any goods or work within a reasonable time after discovery of any patent or latent defect.

ENTIRE AGREEMENT, MODIFICATION. This Purchase Order, and any documents referred to on the face hereof, constitute the entire agreement between the parties. This

Purchase Order may not be modified orally, any modification must be in writing signed by Purchaser.

ASSIGNMENTS AND SUBCONTRACTING. No part of this Purchase Order may be assigned or subcontracted without prior written approval of Purchaser.

SET−OFF. All claims for money due or to become due from Purchaser shall be subject to deduction or setoff by the Purchaser by reason of any counterclaim arising out of this

or any other transaction with Seller.

WAIVER. Purchaser’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Purchaser’s waiver of any breach

hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.

DELIVERY. Time and place of delivery are of the essence in the performance of this Purchase Order and Purchaser may terminate this Purchase Order if Seller fails to timely

deliver the involved goods or services.

SHIPPING. All shipments must be made in accordance with specified shipping and routing instructions, and Seller shall assume full responsibility for failure to comply with

such instructions. All excess transportation expense incurred by Purchaser as a consequence of improper shipping or routing shall be paid by Seller to Purchaser. No charges

shall be allowed the Seller for boxing, crating, packing, cartage or trucking unless provided for herein or agreed to in writing by Purchaser. Seller shall be held liable for any

loss or damage incurred in transit or delivery through improper boxing, crating, packing, cartage or trucking.

PURCHASER PROPERTY. All special dies, moulds, jigs, tools, etc., either supplied to Seller by Purchaser or paid for by Purchaser for the manufacture of goods or provision

of services covered by this Purchase Order shall remain the property of Purchaser and shall be kept by Seller in good order and repair, ordinary wear and tear excepted.

INTELLECTUAL PROPERTY INDEMNITY. Seller warrants that the sale or use of the goods or services covered by this Purchase Order will not infringe any patent or other

intellectual property right, and Seller agrees to indemnify, save harmless, and defend Purchaser, at seller’s cost, from all loss and liability, including claims for profits, by

reason of any actual or alleged infringement by Purchaser or persons selling or using Purchaser’s products, of any patent or other intellectual property right applicable to the

use or sale of the goods or services provided hereunder.

CONFIDENTIAL INFORMATION. Seller agrees that all information, including drawings, supplied by Purchaser relating to this Purchase Order, shall be treated as confidential

and proprietary belonging to Purchaser, and are furnished under the express understanding that such material may not, in whole or in part, be disclosed to any other person

or used for any purpose other than performing this contract, without the prior written permission of Purchaser. All documents containing confidential information are to be

returned to Purchaser upon request or upon completion of this Purchase Order.

INSURANCE. In the event that Seller’s performance hereunder requires services by Seller’s employees, to be done on Purchaser’s property, Seller agrees that all such work

shall be done as an independent contractor. In such circumstance, Seller shall purchase and maintain during the term of this Purchase Order insurance providing coverage

against liability for the claims set forth below, with the following limits in liability: Workers’ Compensation ? statutory; Employer’s Liability − $1,000,000 each occurrence;

General Liability (bodily injury & property damage combined) − $2,000,000 each occurrence; and Automobile Liability − $2,000,000 each occurrence. Seller shall provide

Purchaser certificates of insurance satisfactory to Purchaser evidencing the above coverage. Seller shall indemnify and save harmless and defend Purchaser from any and all

claims or liabilities arising out of the services performed on Purchaser’s property.

GOVERNING LAWS. This contract shall be governed and construed according to the laws of the state where Purchaser’s facility originating this Purchase Order is located,

without regard to its choice of law principles.

Purchase Order Terms and Conditions