TERMS AND CONDITIONS

OF

MEDIVATIVE TECHNOLOGIES, LLC

 

Notice from Medivative Technologies, LLC to its Suppliers:

 

These terms, conditions and instructions shall be applicable to the attached purchase order, if any, and to all subsequent purchase orders received by you (“Seller”) from Medivative Technologies, LLC (“Buyer”) from the date of your receipt of these terms, whether received by mail, by telephone or by electronic means until further notice.  These terms, conditions and instructions shall apply to all transactions between you and Buyer until such further notice.

 

Additional or different terms, conditions or instructions applicable to a particular order may be specified in such purchase order, and, in the event of a conflict, shall take precedence over these terms, conditions and instructions.

 

  1. ACCEPTANCE:  Buyer’s order expressly limits acceptance to the terms and conditions set forth on this document and the applicable purchase order.  Any terms and conditions contained in a proposal, quotation or invoice of Seller shall not constitute a part of the contract of sale resulting from Seller’s acceptance of Buyer’s order unless such terms and conditions are specifically incorporated in Buyer’s order.  Any purported acceptance containing additional or different terms shall be deemed to be an acceptance of the terms and conditions contained in this document, notwithstanding such additional or different terms.  Seller’s performance of services or shipment of goods in response to Buyer’s order shall constitute acceptance of the terms and conditions set forth in this document.  Any additional or different terms contained in any acknowledgment or invoice form submitted by Seller shall not constitute any part of the contract of sale resulting from Seller’s acceptance.

 

  1. PRICE:  Buyer’s order shall be filled at the price specified on the purchase order or at any lower price.  If no price is specified, the order shall be filled at the lowest of:  (a) the price last quoted by Seller, (b) the price last paid by Buyer to Seller, or (c) the prevailing market price.

 

  1. TERMS OF PAYMENT:  Net 30.

 

  1. MODIFICATION:  Modification, rescission or amendment of Buyer’s order or the contract of sale resulting from its acceptance shall be ineffective unless approved in writing by an authorized representative of Buyer’s Purchasing Department.

 

  1. INSPECTION:  All goods furnished pursuant to Buyer’s order shall be subject to Buyer’s inspection and approval, notwithstanding prior receipt and payment, and, if unsatisfactory, may be returned, transportation both ways at Seller’s expense.  Buyer shall also have the right to enter the Seller’s premises during normal business hours with respect to Seller’s performance including, without limitation, an inspection or quality review and Seller shall provide safe and proper facilities for such purposes.

 

  1. CHARGES:  Seller shall box, crate or package as necessary for shipment without charge unless otherwise specified on Buyer’s order.

 

  1. DELIVERY, CANCELLATION:  Buyer shall have the right to cancel all or any portion of its order without liability if delivery is not made within the time stated in Buyer’s order.

 

  1. WARRANTY:  Seller warrants to Buyer and its customers that: (a) its services and goods will be free of defects in design, material and workmanship; (b) its services and goods shall be and perform in conformance with specifications set forth in the applicable Product Requirements Specification and Seller’s quotation; (c) its services and goods shall comply with all applicable laws and industry standards; (d) it will not knowingly misappropriate or knowingly infringe any intellectual property right of any other person; (e) title to its services and goods will be free and clear when delivered by Seller to Buyer; and (f) it has the full right, power and authority to enter into and perform this agreement without the consent of any third party.   These warranties extend to the future performance of the goods and shall continue for one year after the goods are accepted by Buyer.  If goods furnished contain manufacturers’ warranties, Seller hereby assigns such warranties to Buyer and its customers.  All warranties shall survive inspection, acceptance and payment.  Goods or services not meeting the warranties will be, at Buyer’s option, returned for or subject to refund, set-off, repair, replacement or reperformance by Seller at no cost to Buyer or its customers and with transportation costs and risk of loss and damage in transit borne by Seller.  Repaired and replaced goods shall be warranted as set forth above in this clause.  The above remedies are cumulative and in addition to any other remedy now or hereafter available to Buyer.

 

  1. NONDISCLOSURE:  Seller shall not disclose any information concerning Buyer’s order or the contract of sale resulting from its acceptance, including its existence, without prior written consent of Buyer.

 

  1. INTELLECTUAL PROPERTY:  Seller agrees that Buyer shall have and  retain sole and exclusive ownership and all rights relating to any design, improvement or modifications to the  services and goods provided hereunder, including the design history file, the deliverables and all inventions, data, developments, technology, improvements, information, specifications, plans, schematics, designs, drawings, firmware, software in executable code, object code, source code and any other form, know how, goodwill and other intellectual property, and other results developed by Seller in connection with the performance of services and any and all improvements, modifications, enhancements to each of the foregoing, and all other materials relating thereto and the attendant intellectual property rights, including rights in any patent, copyright, trademark, trade dress and trade name, in any related registrations and manner thereto (collectively, the “Intellectual Property Rights”).  Seller agrees to assign and does hereby assign to Buyer  (or if assignment is not permitted, waives enforcement of or grants to Buyer an exclusive, irrevocable, perpetual, worldwide, fully-paid license, with right to sublicense through multiple tiers of sublicense) any and all interest of Seller in the Intellectual Property Rights.

 

  1. ASSIGNMENT:  Seller shall not in any manner delegate its duty of performance or assign its rights or obligations under Buyer’s order or the contract of sale resulting from its acceptance without Buyer’s prior written consent.  Any attempted assignment in violation of the preceding sentence shall be of no force or effect.

 

  1. GOVERNING LAW:  Buyer’s order and any agreement of sale resulting from its acceptance will be governed by and construed according to the laws of the State of Indiana.

 

  1. INDEMNIFICATION:  Seller shall defend, indemnify and hold harmless Buyer, its customers, their  directors, officers, agents, employees and assigns from and against any and all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees, relating to, resulting from or arising out of:  (i)  the intentional or negligent acts or omissions of Seller, its subcontractors and their officers, agents or employees;  or (ii) the breach or failure to perform by Seller of its obligations herein.

 

  1. REJECTIONS:  If Buyer rejects any or all of the goods, Buyer may, in addition to all its other rights and remedies at law or equity, exercise one or more of the following remedies:  (i) return rejected goods for full credit (or set-off against any amount due Seller) at the price charged plus transportation charges from Seller’s plant and return;  (ii) accept a conforming part of any shipment;  (iii) consider any order or relating contract breached to the extent of the quantity rejected;  or (iv) have rejected goods replaced by Seller at the purchase price stipulated in the purchase order.

 

  1. TERMINATION:  Notwithstanding any contrary terms contained herein, Buyer shall have the right at its absolute discretion, five (5) days following Buyer’s notice to Seller, to cancel, in whole or part, Buyer’s order or any contract resulting from its acceptance.  In the event of such cancellation, Buyer shall have no obligation to Seller except the obligation to pay costs actually incurred by Seller prior to the date of termination.  If Buyer’s order or any resulting contract is canceled as a result of the default of Seller, Buyer shall have no obligation to reimburse Seller for any services performed by Seller pursuant to Buyer’s order or any resulting contract.

 

  1. MARKINGS:        Show Buyer’s Purchase Order Number on all packages.

Each Container Must Also Be Plainly Identified By:

Name of Manufacturer

Buyer’s Product Title

Net Weight

Parcel Number of Total Parcels Shipped

 

  1. PACKING SLIPS:  A packing slip itemizing contents should be placed on the outside of each shipment in a protectiveBuyer’s purchase order number must appear with each item on Seller’s packing slip.

 

  1. INVOICES:  Show Buyer’s order number, net weights, payment terms and transportationBuyer’s purchase order number must appear with each item on Seller’s invoice.  Improper invoices may be returned for correction without loss of discount.  In case of doubt concerning quality or where rejections occur, payment may be deferred by Buyer without loss of discount.  Due dates and cash discounts will be computed from the date the invoice is received by Medivative.  Invoices should be mailed to:

 

Medivative Technologies, LLC

Accounts Payable

6205 East 30th Street

Indianapolis, Indiana 46219

 

  1. BILLS OF LADING:  Show Buyer’s order number, net weight, gross weight and number ofIf transportation is F.O.B. origin and transportation charges are for Buyer’s account, ship at released value rates that will produce lowest transportation cost via Buyer’s designated carrier.  When Buyer’s carrier is not used and that results in higher transportation charges for Buyer, the excess charges will be deducted from Seller’s invoice prior to payment.

 

  1. MATERIAL/PROCESS CHANGES:  After first piece approval, no changes or modifications may be made to the parts, process or materials without prior approval from a representative of Buyer’s purchasing department.

 

  1. QUALITY MANAGEMENT SYSTEM:  The supplier is required to maintain a quality management system that is compliant to ISO 9001 standards where applicable.  Registration to ISO 9001is recommended where feasible, but is not required.