TERMS AND CONDITIONS OF SALE INTECH MANUFACTURING CONTRACT

 

1. ACCEPTANCE OF ORDER.

Any Order, including purchase orders and any exhibits or attachments thereto, for products or services is subject to a product Quote issued by Intech Group entities, namely In’Tech Medical SAS, Bradshaw Medical Inc., Turner Medical Inc., Pyxidis SA, & (hereinafter Intech) and is not binding unless and until an Acceptance (Order Acknowledgement) shall be sent to Purchaser via email by INTECH customer service.  These Terms and Conditions of Sale, together with the INTECH Quote and Acceptance, are the exclusive agreement between the parties for the sale of goods, materials and/or equipment.  Should INTECH and the Purchaser execute an independent agreement covering the scope of work, the independent agreement shall prevail should any conflict in terms arise only if the independent agreement executed by INTECH expressly states that its terms shall prevail.

 

2. ALTERATIONS OR CANCELLATION.

Any Order altered or modified by Purchaser will require resubmission to INTECH 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 INTECH 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, INTECH 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 INTECH 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 INTECH upon the date of acceptance of the Order.

 

5. QUANTITY.

INTECH 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. Purchaser agrees to pay all costs and expenses of collection, including reasonable attorneys’ fees.

 

7. F.O.B. ORIGIN.

All sales are F.O.B. origin and Purchasers shall provide INTECH with a preferred carrier with the Order. Otherwise, INTECH shall use Federal Express, or other carrier of its choice, and Purchaser will be invoiced and shall pay such a shipment fee to INTECH.

 

8. WARRANTY.

INTECH WARRANTS THAT EACH PRODUCT SHALL BE IN FULL CONFORMITY 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 INTECH, ALSO FREE FROM DEFECTS IN MATERIAL. ANY WARRANTY OF FITNESS FOR A SPECIFIC PURPOSE IS EXPRESSLY DISCLAIMED. If any such product supplied by INTECH is defective in material or workmanship, Purchaser shall notify INTECH 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 an 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. INTECH shall repair or replace any defective products without cost to Purchaser or, at INTECH’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 INTECH thus will not be required to honor any such late claims nor will INTECH be liable for any damages caused thereby to Purchaser or any other party.

 

9. CUSTOMER’S INDEMNIFICATION.

Purchaser shall indemnify, defend and hold harmless INTECH and its shareholders, directors, officers, employees, agents and representative, from any and all losses directly or indirectly arising out of, resulting from or in any way connected with (i) any breach by Purchaser of the terms of any sale, Order, or Contract; (ii) any non-compliance with laws, ordinances, rules or regulations applicable to Purchaser’s obligations under any sale, Order, or Contract; (iii) any governmental, regulatory or other proceedings to the extent any such proceedings result from Purchaser’s acts or omissions in transporting, marketing, distributing and selling the products; (iv) any recall or return of the products initiated by Purchaser, whether voluntarily or by order of any court or other duly empowered governmental or regulatory office, to the extent that Purchaser’s acts or omissions in the transportation, marketing, distribution or sale of the products are responsible for such recall; or (v) any claim that proprietary rights owned by Purchaser infringe upon or violate any patent, trademark, copyright, trade secret or other proprietary rights of any third party.

 

10. LIMITATION OF LIABILITY.

INTECH shall not be liable to Purchaser or any third party for any amounts representing loss profits, loss of business or indirect, consequential, special, incidental or punitive damages, whether or not foreseeable, or whether or not Purchaser has advised INTECH of the possibility of same.

 

11. TAXES.

Any Sales Taxes, Duties, and/or Custom fees shall be paid by Purchaser in addition to any prices invoiced. In the event INTECH 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.

 

12. MANUFACTURING.

INTECH reserves the right to subcontract all work to be performed under any Order without any authorization from Purchaser.

 

13. GOVERNING LAW.

All sales, Orders, and any exhibits and or attachments thereto, or Contracts will be governed by and construed in accordance with the internal laws of the State of Wisconsin, United States, without any consideration of its conflicts of laws rules, including, without limitation, the Uniform Commercial Code as adopted in Wisconsin. The parties agree that all claims and disputes, including lawsuits and arbitration, arising out of the matters set forth in any sale, Order, or Contract shall be brought, litigated, and or adjudicated in the courts of the State of Wisconsin for Kenosha County, or the federal court for the Eastern District of Wisconsin. NEITHER THIS CONTRACT NOR ANY SALE OR ORDER FOR ANY PRODUCTS BY INTECH SHALL BE GOVERNED BY THE PROVISIONS OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND THE PARTIES HEREBY DISCLAIM APPLICATION THEREOF.

 

14. INTERPRETATION.

This Terms and Conditions of Sale, together with the INTECH Quote and Acceptance, are intended as the final expression of the agreement between INTECH and Purchaser; however, if any of the terms provided above have been agreed upon between INTECH and Purchaser within an independent agreement covering the scope of work, then such prior terms shall supersede these terms, but only if the independent agreement executed by INTECH expressly states that its terms shall prevail. Purchaser hereby acknowledges that the Contract has been fully read and understood.

 

Rev 1-21-20