LAST REVISED ( 23 Jan 2025 )

Terms of Conditions of Purchase

These Terms and Conditions of Purchase are integral to any orders placed by Novaforge Medical (“Buyer”) for the acquisition of products and/or services (collectively, the “Goods”). All documented orders from Buyer, along with these Terms and Conditions of Purchase, constitute the “Agreement” and/or the “Purchase Order(s)”, embodying the complete understanding between Buyer and Seller concerning the purchase and sale of Goods. It is expressly understood that Seller acts as an independent contractor and shall not represent itself as an agent of or for Buyer. Furthermore, both parties acknowledge that the sale of the Goods specified herein does not constitute a consumer transaction.

The Purchase Order issued by Buyer constitutes an offer to purchase Goods, which becomes a binding agreement upon acceptance by Seller. Seller’s acceptance may be demonstrated by (i) written or electronic order acknowledgment or other confirmation of the Goods order; and/or (ii) initiation of Goods delivery, either wholly or partially. Regardless of any contrary provisions proposed by Seller, Buyer’s purchase of Goods is explicitly contingent upon Seller’s agreement to these terms. Buyer explicitly rejects all divergent, additional, more restrictive, and/or conflicting terms proposed by Seller unless expressly approved in writing by authorized representatives of Buyer’s supply chain department or legal department.

Goods delivered under this Agreement are subject to final inspection and acceptance by Buyer and/or Buyer’s customer. Acceptance does not negate or alter Seller’s warranties as specified herein. Buyer may retain rejected Goods for Seller’s direction and at Seller’s risk, or return them to Seller at Seller’s expense for correction or replacement. Seller is liable to promptly reimburse Buyer for any losses incurred, including freight costs, due to Goods failing to conform to the provisions and specifications outlined in the Purchase Order.

Prompt delivery is imperative. Unless specified otherwise in writing by Buyer, Goods delivery terms are F.O.B. destination, with freight prepaid using Buyer’s designated shipping account number. Deliveries must align with destination, quantities, and schedule stipulated on the Purchase Order, and Seller may not ship in advance without Buyer’s prior written consent. Goods must be shipped on behalf of Buyer using Buyer’s shipping materials and labels, with no Seller branding on any accompanying documents or literature. Buyer reserves the right to postpone delivery, and over-shipments may be returned at Seller’s expense. Goods must be properly packaged to prevent damage or deterioration, with transportation secured at the lowest rates for the specified delivery timeframe, adhering to Buyer’s packaging instructions and all relevant laws and regulations.

The Goods’ price shall not exceed the amount specified on the Purchase Order and must comply with contracted pricing or, if absent, not exceed the lowest price recently charged by Seller for a similar quantity. Any price reductions applicable at the time of shipment shall benefit Buyer, with the Purchase Order price adjusted accordingly. Seller may not add additional fees or charges to invoices unless agreed upon in advance. Seller must separately state applicable sales taxes on all invoices unless exempt. Payment terms are within thirty (30) days of the invoice date (NET 30), with any cash discount periods commencing upon Goods receipt or invoice receipt, whichever is later.

Seller warrants that all Goods are free from defects in material and workmanship, comply with specified descriptions and specifications, are merchantable, and conform to applicable laws and standards, including FDA regulations. Seller further warrants good title to the Goods, their freedom from liens, and non-infringement of intellectual property rights. All warranties survive acceptance and payment, extending to Buyer, Buyer’s customers, and end-users. Warranty claims must be reported promptly, with Seller obligated to reimburse Buyer for expenses incurred due to non-conforming Goods.

If the Purchase Order specifies an exchange basis, Seller must expect the return of an item comparable to the purchased Good within twenty (20) business days. Seller bears the risk concerning the repairability of returned items. Buyer’s liability for returned exchanges is limited, and disputes must be reported promptly for resolution.

Buyer may return Goods within ten (10) business days for reimbursement, less a standard restocking fee, excluding warranty returns or returns attributable to Seller fault. Disputes regarding returns must be reported promptly for resolution.

Seller indemnifies Buyer against any losses resulting from Goods provided, Seller’s performance, negligence, or breach of representations or warranties. This indemnification extends to intellectual property infringement claims.

Seller must maintain Buyer’s confidential information, refrain from disclosure to third parties, and obtain written approval for advertising or promotional material featuring Buyer’s name. Seller may not disparage Buyer or induce customers to sever business relationships.

Seller must carry adequate general and products liability insurance, providing coverage for obligations under Purchase Orders, claims arising from Goods, and Workers’ Compensation as applicable.

Seller grants Buyer a license to use Seller’s content for selling products in the medical industry, ensuring accuracy and non-infringement of third-party rights.

Buyer may modify or cancel Purchase Orders due to various reasons, with Seller’s maximum liability limited to Goods delivered and accepted as of cancellation. Buyer’s rights to modify or cancel Purchase Orders do not affect Seller’s obligations under this Agreement.

(a) Waiver, (b) Severability, (c) Assignment, (d) Enforcement, (e) Prompt Refund; Set-Off, (f) Record Retention, (g) Equal Opportunity, and (h) Governing Law provisions apply, ensuring adherence to contractual obligations and compliance with applicable laws.

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