TERMS AND CONDITIONS OF SALE
IN’TECH MEDICAL MANUFACTURING CONTRACT
1. ACCEPTANCE OF ORDER. Any Order for products or services is subject to acceptance by In’Tech Medical (hereinafter ITM). Acceptance (Order Acknowledgement) shall be sent to Purchaser via email by ITM customer service.
2. ALTERATIONS OR CANCELLATION. Any Order altered or modified by Purchaser will require resubmission to ITM for acceptance. Upon cancellation of an order, all work in connection therewith will cease within a reasonable time upon receipt of such cancellation request. Purchaser herein agrees to pay ITM for all costs, expenses, and losses, including all work in process and for any raw materials or supplies used for such work. In such a situation, ITM will provide an invoice for such work on any cancelled Order and such will be handled as set forth in section 6 below.
3. PRICE. The price quoted for a product are based on the information, print submitted, and cost of materials as of the date of the price quotation. The Purchaser hereby understands and agrees that any quoted price is subject to adjustment to reflect any increase in costs of materials assessed subsequent to such a quotation date.
4. LEAD TIME. All quoted lead times are approximate and will depend upon prompt receipt by ITM from Purchaser of an Order, all necessary blueprints, and all other information necessary to permit product manufacture, including all needed dimensional drawings, all 3-dimensional models, all product specifications, and all other like information. The exact delivery date of the manufactured product(s) will be provided by ITM upon the date of acceptance of the Order.
5. QUANTITY. ITM reserves the right on every Order to deliver +/-10% of the quantity stated in the Order for any quantity between 1 piece and 49 pieces, and +/- 5% of the quantity stated in the Order for any quantity of 50 pieces or higher.
6. TERMS OF PAYMENT. Terms of payment are Net 30 days. Charge of two (2) percent per month will be assessed and added for all past due invoices.
7. F.O.B. ORIGIN. All sales are F.O.B. origin and Purchasers shall provide ITM with a preferred carrier with the Order. Otherwise, ITM shall use Federal Express and Purchaser will be invoiced and shall pay such a shipment fee to ITM.
8. WARRANTY. ITM WARRANTS THAT EACH PRODUCT SHALL BE IN FULL CONFOMRITY WITH THE PURCHASER’S DRAWINGS AND AGREED UPON SPECIFICATIONS, SHALL BE FREE FROM DEFECTS IN WORKMANSHIP, AND, IN THE CASE THAT THE MATERIAL SUPPLIER IS CHOSEN BY ITM, ALSO FREE FROM DEFECTS IN MATEIRAL. ANY WARRANTY OF FITNESS FOR A SPECIFIC PURPOSE IS EXPRESSLY DISCLAIMED. If any such product supplied by ITM is defective in material or workmanship, Purchaser shall notify ITM immediately by requesting a Return Good Authorization (RGA) within thirty (30) days of date of delivery of the product(s). Returns will not be accepted for full credit within such a timely RGA. Such a RGA must include the following information: a) the reason for return, b) the Part Number, c) the Lot Number, and d) the quantity of products returned. ITM shall repair or replace any defective products without cost to Purchaser or, at ITM’s option, to credit or repay the purchase price upon return of the defective products. It is Purchaser’s responsibility to inspect any and all delivered products upon receipt and agrees that the failure to timely provide a RGA regarding any and all defective products will serve as a waiver by Purchaser of any claims for defects and ITM thus will not be required to honor any such late claims nor will ITM be liable for any damages caused thereby to Purchaser or any other party.
9. TAXES. Any Sales Taxes, Duties, and/or Custom fees shall be paid by Purchaser in addition to any prices invoiced. In the event ITM is required to pay any such taxes, duties, and or custom fees, Purchaser shall be invoiced for such payments and such invoice shall be handled as set forth in section 6 above.
10. MANUFACTURING. ITM reserves the right to subcontract all work to be performed under this Contract without any authorization from Purchaser.
11. GOVERNING LAW. This Contract is governed by the French Laws without any consideration of its conflicts of laws rules. All claims and disputes arising hereunder or relating to this Contract shall be settled by binding arbitration in the Country of France on a confidential basis. Any decision or award as a result of any such arbitration proceeding shall include the assessment of costs, expenses, and reasonable attorneys’ fees, and may be confirmed in a court of competent jurisdiction.
12. INTERPRETATION. This Contract is intended as the final expression of the agreement between ITM and Purchaser; however, if any of the terms provided above have been agreed upon between ITM and Purchaser within a signed document, then such prior terms shall supersede the terms of this Contract, but only such previously agreed upon terms shall be considered in such manner. Purchaser hereby acknowledges that the Contract has been fully read and understood