Vention Medical Purchase Terms

Governing Terms

All products and services offered for sale by Advanced Polymers, a Vention Medical Company, ("Seller") and all orders are subject to the terms and conditions stated herein. Except as expressly agreed by an authorized representative of Seller in writing, no other terms and conditions, including any terms and conditions attached to, or contained within, Buyer's request for quotation, acknowledgment, purchase order or other contract documentation, shall apply. Buyer's acceptance of the Products delivered by Seller shall constitute an affirmation by Buyer that the terms and conditions set forth herein govern the purchase and sale of the Products, and that Buyer waives any and all objections to any such terms and conditions. THE TERMS OF THIS CONTRACT SHALL SUPERSEDE ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS PROPOSED BY BUYER OR CONTAINED ON BUYER'S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER.

Indemnity and Intellectual Property Disclaimer

Seller cannot guarantee that the Products will not infringe issued or pending patents and makes no warranties or representations, express or implied, against intellectual property infringement. Buyer bears sole responsibility for patent clearance and infringement and for protecting and registering any intellectual property rights covering the Products. Buyer agrees to indemnify, defend, and hold harmless Seller and its directors, agents, employees, and contractors, from and against any damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) suffered or incurred as a result of any claim related directly or indirectly to the Products, including, but not limited to, claims for Seller’s default, design defects, product liability, product recall, noncompliance with US Food and Drug Administration, or other regulatory standards and patent infringement, except to the extent attributable to Seller’s gross negligence or willful misconduct as determined by a court of competent jurisdiction. Nothing herein shall be construed as a license or sublicense to operate under any Seller or third-party-owned patent or other intellectual property right.

Prices, Taxes, Payment, Title, Risk of Loss

All prices are firm unless otherwise agreed to in writing. Any tax, duty, custom, or other fee of any nature imposed upon this transaction by any federal, state, or local governmental authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event Seller is required to prepay any such tax, Buyer will reimburse Seller. Payment terms shall be net 30 days after shipment by Seller. An interest charge equal to 1 1/2% per month (18% per year) will be added to invoices outstanding beyond 30 days after shipment. In addition, Seller reserves the right to require prepaid payment terms from any Buyer whose account is overdue for a period of more than 60 days or who has an unsatisfactory credit or payment record. Seller may also refuse to sell to any person until overdue accounts are paid in full. Title to Products shall transfer to Buyer upon the shipment of Products from the Seller facility. The risk of loss or damage to Products shall be assumed by Buyer upon the shipment of Products from the Seller facility.

Disclaimer of Express and Implied Warranties and Damages, Limitation of Liability

Buyer shall be responsible for making its own determination of suitability and completeness for use and conducting any necessary testing. Except as expressly provided in this document, SELLER DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES MADE WITH RESPECT TO THE PRODUCTS AND EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Buyer's remedies under any Seller's warranty shall be limited to repair or replacement of the Product or component thereof that failed to conform to such warranty. In no event shall Seller (including its affiliates and subsidiaries) be liable for anticipated or lost profits or for special, punitive, indirect, incidental, or consequential loss or damages.

Inspection and Returned Goods

Buyer shall have the right to inspect the Products within 30 days of receipt thereof. Buyer shall notify Seller in writing within 30 days of receipt thereof if the Products do not meet specification, and Buyer shall return defective Products to Seller. If Seller is not notified within the allowed period of inspection set forth above, such Products shall be deemed to be accepted by Buyer, and Buyer shall have no further recourse. Seller, at its sole discretion, may agree to accept the Products back when Buyer made a mistake and ordered the wrong part, or Buyer ordered the incorrect number of Products, provided that the order was received by the Buyer not longer than forty-five (45) days from the date of the request to return Products. Under no circumstances shall trial kits or custom-run orders be returnable. This includes standard shrink tubing that has been custom made or cut to any length other than our standard 50" length. If approval has been granted to Buyer to return the Products to Seller, the Products must be returned: (1) In the case of balloons, in the vials the balloons were sent in, in the original labeled plastic bags; (2) In the case of shrink tubing or extrusions, the inner poly sleeve cannot have been opened, and the original label must still be on the package. If the seal has been cut, Seller will not accept the return. If the Products are returned, they must be packaged similar to how they were packaged by Seller to protect the contents from being damaged. If, upon receipt by Seller, the Products are found to be damaged, then no credit or partial credit (as applicable) will be issued. The Buyer shall be responsible for all costs associated with shipping to and from Seller. Large orders of stock or standard items may be returnable; however, a minimum restocking charge of $150.00 will apply.

Governing Law

This Contract and its terms and conditions shall be governed by and construed in accordance with the laws (other than those relating to conflict of laws questions) of the State of New Hampshire. Buyer agrees that any action at law, suit, and equity, or other judicial proceeding with respect thereto, must be brought and maintained in the federal or state courts of record situated in the State of New Hampshire.

Cancellation Prior to Shipment

In the event Buyer requests that an order for Products it has placed with Seller be cancelled prior to shipment, and Seller agrees, Buyer shall be liable to Seller for all costs incurred by Seller as a result of such cancellation, including, but not limited to, cancellation costs to suppliers and unreimbursed advances on goods, if any, together with any specifically identifiable incidental and consequential expenses.

Tool Ownership

Any and all tooling (including, but not limited to, tools, dies, patterns, and molds) manufactured by or at the request of Seller (excluding Buyer-owned molds), or otherwise used by Seller in the production of any Products sold to Buyer, is proprietary to Seller, as is the development, design, and use of the same. Ownership interest in said tooling is retained exclusively by Seller. Molds paid for by Buyer shall not be used in the manufacture of another buyer's product.

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