This Order is Buyer’s offer to Seller. Seller’s acceptance of this offer is strictly limited to the terms and conditions in this offer. Seller’s acknowledgement, shipment of Products, acceptance of payment, or commencement of performance hereunder shall conclusively evidence Seller’s acceptance of Buyer’s offer contained in this Order exactly as written. The Order, together with these terms and conditions, and any attachments or exhibits referenced in the Order, is the entire Contract and no changes or other terms are binding on the Buyer unless they are in writing and signed by an authorized representative of the Buyer. Any additional or different terms proposed by the Seller or listed on Seller’s acceptance or acknowledgement document are deemed to constitute material alterations and Buyer objects, rejects and is not bound by any such terms.
1. DEFINITIONS. The following terms shall have the meanings set forth below:
(a) “Buyer” means IngMar Medical, Ltd.
(b) “Order” means the purchase order or contract, including these terms and conditions, and all attachments and exhibits referenced on the face of the Order.
(c) “Product” means all labor, articles, supplies, materials, services, documents, or information which constitutes the subject matter of this Order.
(d) “Seller” means the party identified on the face of the Order which is supplying the Product and with whom IngMar Medical, Ltd. is contracting.
2. ORDER OF PRECEDENCE. Each of the following terms and conditions controls in the absence of a specific provision to the contrary appearing on the face of this Order.
3 PAYMENT. Payment due dates, including discount periods, shall be calculated from the date of Buyer’s receipt of acceptable Products or a correct invoice, whichever is later. Buyer shall pay for the Products in accordance with the prices specified herein, subject to any deductions or set-offs, within thirty (30) days. Any payments made for Products does not constitute final acceptance of the Products. Invoices covering Products shipped in advance of the specified delivery dates shall not be paid until the normal period after the delivery date specified in this Order.
4. WARRANTIES. (a) Seller warrants that all Products delivered or performed under this Order will be: (1) strictly in conformance to all applicable specifications, drawings, or other description furnished or adopted by Buyer; (2) new materials, which are not used, reconditioned or remanufactured or of such age as to impair its usefulness or safety, (3) merchantable, of good quality, and free from defects in design (except where design is furnished by Buyer), materials and workmanship; and (4) fit for all ordinary purposes as well as Buyer’s intended purposes. Seller further warrants that Seller has title to all Products delivered under this purchase Order unless otherwise indicated; that the Products are now and on delivery will be free of all security interests, liens, or other encumbrances. (b) These warranties shall be in addition to any other warranties (express, implied-in-fact or provided by law) and all warranties shall survive any inspection, test, acceptance, or payments by Buyer and shall run to Buyer and its customers, successors and assigns. Except for latent defects, fraud or gross mistakes by Seller, Buyer must give notice of any non-conforming Products to Seller within three (3) years after delivery or performance.
5. QUALITY ACCEPTANCE AND INSPECTION. Seller agrees to fully comply with any quality control notes or requirements listed or referenced on the face of this Order including any request for test reports, special documentation, process control records, statistical control information, certificate(s) of analysis & supplier certifications
6. TERMINATION. Buyer, by written notice, may terminate this Order for default, in whole or in part.
7. INDEMNIFICATION. Seller shall defend, indemnify, and hold harmless Buyer, its employees, officers, directors, and agents against any claim of injury or death to any person or damage to property (including attorney’s fees) which may result in any way from any act or omission of Seller, its agents, employees, or subcontractors, and Seller shall maintain such Public Liability, Property Damage and Employee’s Liability and Workmen’s Compensation insurance as will protect Buyer from said risks and from any claims. If requested by Buyer, Seller shall promptly furnish its Certificate of Insurance demonstrating Seller’s compliance with these requirements.
8. COMPLIANCE WITH LAWS. Seller shall comply with all applicable State, Federal and local laws, rules and regulations. Seller agrees to indemnify, hold harmless, and defend Buyer for all costs, damages, and expenses, including attorneys’ fees, resulting from Seller’s failure to comply with any such law, rule, and regulation.
9. MATERIAL SAFETY DATA SHEET. Seller shall provide to Buyer with each delivery any Material Safety Data Sheet applicable to the Product in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated thereunder, or its state approved counterpart.
10. CAPTIONS AND HEADINGS. The Captions and Headings used herein are for convenience of reference only and shall not control or affect in any way the meaning, construction, or interpretation of any of the clauses herein.
11. ENTIRE AGREEMENT. The Order, including these terms and conditions and any exhibits or attachments, constitute the entire agreement and supersede all previous communications, negotiations, and representations, either verbal or written, between the parties with respect to the subject matter of the Order. This agreement shall not be changed, altered, or supplemented except pursuant to the Changes clause or a mutually executed written agreement.