Terms and Conditions for Purchase

Effective April 9, 2024

​

1. Agreement:

These Terms and Conditions of Purchase ("Terms") apply to all purchases by iMed Biomedical, Inc. ("Buyer") of products and/or services (collectively, "Goods") from sellers ("Seller") through purchase orders ("Purchase Orders"). The Purchase Order and these Terms constitute the entire agreement ("Agreement") between Buyer and Seller. Seller is an independent contractor and cannot represent Buyer. This is not a consumer transaction.

2. Accepting Terms:

A Purchase Order is Buyer's offer to purchase Goods. Seller's acceptance is indicated by:

• Written or electronic order acknowledgement

• Commencing delivery (full or partial)

Seller's terms are expressly rejected. Buyer's terms control if different, additional, or conflicting.  Approval requires written authorization from Buyer's supply chain or legal department.

3. Inspection:

All Goods are subject to final inspection and acceptance by Buyer or its customer. Rejected Goods may be returned at Seller's expense for correction or replacement. Buyer will be reimbursed for losses due to non-conforming Goods.

4. Shipment:

• Terms: F.O.B. destination, freight prepaid using Buyer's designated shipping account.

• Delivery: Comply with quantities and times on the Purchase Order. No advance shipments without Buyer's consent.

• Buyer's Materials: Use only Buyer's designated shipping labels and literature. No Seller-branded documents included.

• Packaging: Appropriate packaging to prevent damage during transit.

• Lowest Rates: Secure lowest transportation rates for the chosen delivery timeframe.

• Compliance: Comply with Buyer's packaging instructions, applicable laws (including Department of Transportation regulations), and tracking requirements.

• Serial Numbers: Record and report unique identifying numbers for each Good for potential returns, exchanges, warranty processing, and tracking.

5. Price, Payment, and Taxes:

• Price: Cannot exceed amount on Purchase Order and must be:

  • Equal to or less than contracted pricing (if applicable)

  • The lowest price Seller charged Buyer for a similar purchase

• Seller Rebates: Promptly refund any amounts exceeding the agreed-upon price.

• Cash Discounts: Apply based on later of Goods receipt or invoice.

• Payment Terms: Net 30 days from the invoice date.

• No Additional Fees: No additional fees (e.g., medical device taxes, handling fees) without prior written approval from Buyer's supply chain or legal department.

• Taxes: Separately state applicable sales taxes on all invoices.

6. Warranties and Compliance with Laws:

Seller warrants that all Goods are:

• Free from defects in material and workmanship

• Manufactured according to descriptions, samples, drawings, and specifications

• Manufactured in compliance with original manufacturer designs

• Free from design defects

• Merchantable

• Fit, functional, and safe for intended purpose

• In conformance with Seller's descriptions and conditions

• Designed, manufactured, and/or re-manufactured in compliance with FDA rules and applicable laws (including Occupational Safety and Health Standards Act and U.S. Food, Drug and Cosmetic Act)

• Free and clear from all liens and encumbrances

• Do not infringe on intellectual property rights of any other entity

These warranties extend to Buyer, Buyer's customers, and end-users. The warranty period starts from the date of receipt by Buyer's end-customer or Buyer (whichever is earlier). Non-conforming Goods may be returned at Seller's expense for full credit or replacement. Payment on invoices may be withheld until warranty claims are resolved. Seller must report disputes regarding returned Goods within 10 business days of receipt.

7. Exchange Terms:

If the Purchase Order indicates an "exchange basis" purchase, Buyer will return a comparable item ("Exchange") to Seller within 20 business days. There is no warranty on the Exchange's quality or repairability.

8. Returns and Restocking:

Buyer may return Goods within 10 business days for a full refund, minus a standard industry restocking fee (excluding warranty returns or those attributable to Seller fault). Seller must report disputes regarding returned Goods within 10 business days of receipt.

9. Indemnification:

Seller shall indemnify Buyer, its customers, subsidiaries, and their respective officers, directors, agents, and employees from any loss, cost, liability, penalties, judgments, damages, and expenses resulting from:

• Goods provided by Seller

• Seller's performance

• Seller's negligent act or omission

• A breach by Seller of any representation or warranty   

10. Confidential Information and Publicity

• Confidentiality: Seller must keep Buyer's confidential information secret. This includes any proprietary or non-public information disclosed by Buyer.

• Restrictions on Use: Seller cannot use Buyer's confidential information for any purpose other than what Buyer authorizes.

• Disclosure to Third Parties: Seller cannot disclose Buyer's confidential information to any third party, in whole or in part, without written permission from Buyer.

• Protection Standards: Seller must protect Buyer's confidential information with the same level of care used for its own confidential information, but no less than a reasonable standard.

• Employee Access: Seller must take steps to prevent employees, agents, representatives, and affiliates from disclosing Buyer's confidential information to unauthorized people.

• Publicity and Marketing:

  • Seller needs Buyer's written approval before using Buyer's name in advertising or promotional materials.

  • Buyer can withhold approval at its sole discretion.

• Disparagement: Seller cannot make negative comments about Buyer or its customer relationships.

• Inducing Buyer's Customers: Seller cannot try to convince Buyer's customers to stop doing business with Buyer.

11. Insurance

• Seller's Coverage: Seller must maintain adequate general liability and product liability insurance.

• Coverage Details:

  • Insurance must cover all obligations under the Purchase Order.

  • This includes claims and liability related to damages (e.g., personal injury, property damage) arising from the Goods or Seller's performance.

  • It should also cover Workers' Compensation requirements (if applicable).

• Proof of Insurance: Seller must provide Buyer with a valid Certificate of Insurance upon request. This should include proof of Workers' Compensation coverage if required by law.

12. Permission to Use Seller's Content

• Content Definition: "Content" refers to all past, present, and future information on Seller's website or provided to Buyer, including images, text, and intellectual property.

• License Grant: Seller grants Buyer a non-exclusive, perpetual, retroactive, assignable, irrevocable, royalty-free license for specific purposes.

  • This license allows Buyer to:

    • Search and collect Content from Seller's website or other platforms.

    • Display, copy, distribute, and/or create derivative works of the Content.

  • Permitted Use: The purpose is to sell products in the global medical industry.

• Representations and Warranties: In conjunction with the license, Seller guarantees:

  • The Content is accurate and not confidential.

  • Seller owns all rights to the Content, including intellectual property.

  • Buyer's use of the Content under the license will not violate any third-party rights (including intellectual property rights).

13. Cancellation of Purchase Order

• Buyer's Right to Cancel: Buyer can modify or cancel the Purchase Order (or any part of it), refuse delivery of Goods, and return Goods to Seller for several reasons:

  • Seller fails to deliver according to the Purchase Order or follow Buyer's shipping instructions.

  • Goods do not meet specifications, are defective, or are unsatisfactory to Buyer.

  • Unforeseen circumstances beyond Buyer's control (e.g., government actions, natural disasters, strikes, transportation issues).

• Cancellation Without Cause: Buyer can also cancel the Purchase Order at any time before full acceptance, with no penalty except for paying for any already delivered and accepted Goods.

• Seller's Delivery Obligation: Seller must still deliver any Goods already paid for by Buyer under the previous provision. (Restocking fees are waived for cancellations under this Section 13.)

14. General Provisions

• (a) Waiver: If Buyer does not strictly enforce a provision one time, it does not mean Buyer waives the right to enforce it later. (b) Severability: If any provision of the Purchase Order is found to be invalid or unenforceable, the remaining provisions will still be enforceable. (c) Assignment: Seller cannot assign the Purchase Order (or any part of it) to another party without Buyer's written consent. Assigning the Purchase Order does not relieve Seller of its obligations. (d) Enforcement Costs: If Buyer wins a lawsuit to enforce its rights under the Agreement, Seller will reimburse Buyer for reasonable costs and expenses, including attorney fees. (e)Prompt Refunds and Set-Off: Seller must promptly refund Buyer within 3 business days of receiving returned Goods or completing warranty/return inspections. Buyer can always set off any amount owed by Seller against any amount Buyer owes Seller.

(f) Record Retention

• Government Access: At the written request of certain government authorities, Seller must make available relevant business records concerning transactions with Buyer. These authorities include the Secretary of Health and Human Services, the Comptroller General, or their authorized representatives.

• Verification Purpose: This record access allows the government to verify the nature and cost of Goods provided under the Agreement.

• Retention Period: Seller must keep these records for four (4) years after the Goods are delivered.

(g) Equal Opportunity

• Incorporation by Reference: The Agreement incorporates relevant Equal Opportunity Clauses established by federal regulations. These include:

  • Section 202 of Executive Order 11246 (as amended)

  • 41 CFR Section 60-1.40

  • 29 C.F.R. Part 471, Appendix A to Subpart A

• EEO Requirements: These regulations apply to Sellers who:

  • Are not exempt under 41 CFR 60-1.5

  • Have 50 or more employees

  • Have a contract, subcontract, or purchase order exceeding $50,000 that is necessary for a covered federal contract or subcontract

• Specific Obligations: Qualifying Sellers are notified of their obligations to:

  • File an EEO Standard Form 100

  • Prepare affirmative action plans as required by the regulations

• Non-Discrimination and Affirmative Action: These regulations prohibit discrimination against qualified individuals based on protected veteran status or disability. They also require covered Sellers to take affirmative steps to employ and promote qualified veterans and individuals with disabilities.

(h) Governing Law

• State Law Applies: This Agreement will be interpreted and governed by the laws of the State of Texas, excluding its conflict of law principles.

• Exclusion of CISG: Unless both parties agree otherwise in writing, the Agreement and the rights and obligations of both parties will not be governed by the United Nations Convention for the International Sale of Goods (CISG).

• Jurisdiction and Venue: Seller and Buyer agree to the exclusive personal jurisdiction of the state and federal courts located in Texas for any dispute or lawsuit relating to the Purchase Order.

• Waiver of Objections: Both Seller and Buyer waive any argument that personal jurisdiction or venue in these courts is inconvenient or improper. They further agree that any litigation will be brought in Dallas County, Texas.

​

​