Supplier Terms and Conditions

1. FORMATION OF CONTRACT

           1.1.      This purchase contract, which incorporates by reference these terms and conditions and all other terms and conditions set forth in this proposed purchase order (collectively, the “Contract”), is GlobalMed’s offer to purchase the goods and any related services and/or other deliverables (collectively, the “Goods”) described in this offer. Acceptance is strictly limited to the terms and conditions in this offer. GlobalMed is not bound by any term or condition that differs from or adds to this offer. Supplier’s commencement of performance or acceptance of this offer in any manner shall conclusively evidence acceptance of this offer as written. GlobalMed and Supplier are referred to herein as a “Party” or collectively as the “Parties.” Except as authorized herein, no amendment or modification of this Contract shall bind either Party unless it is in writing and signed by the authorized representatives of the Parties.

2. DELIVERY

            2.1.      Supplier shall adhere to the shipment or delivery schedules specified in the purchase order. In the event of any anticipated or actual delay, Supplier shall: (i) promptly notify GlobalMed in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) provide GlobalMed with a written recovery schedule; and (iii) if requested by GlobalMed, ship via air or other expedited routing, at no additional cost to GlobalMed, unless the delay has been caused by GlobalMed.

            2.2.      Supplier shall not deliver Goods prior to the scheduled delivery dates unless authorized in writing by GlobalMed.

            2.3.      GlobalMed shall, at no additional cost, retain goods furnished in excess of the specified quantity or allowed tolerance unless, within fifteen (15) days of shipment, Supplier requests return of such excess.

             2.4.      Delivery is not complete until the goods have been actually received and accepted. The risk of loss or damage prior to completion of delivery shall be exclusively upon the Supplier, and any such loss or damage to goods or materials ordered hereunder shall not release the Supplier from any obligation hereunder.

3. PACKING AND SHIPPING

             3.1. All invoices, packing lists, packages, shipping notices and other written documents affecting this Order shall contain GlobalMed Purchase Order number. Packing Lists shall be enclosed in each and every box or package shipped pursuant to this Order, indicating the content of such boxes or packages.

            3.2.      Supplier shall pack the Goods to prevent damage and deterioration. GlobalMed may charge Supplier for damage to or deterioration of any Goods resulting from improper packing or packaging.

            3.3.      If the Contract specifies FOB destination (place of delivery), then in addition to any other shipping instructions, Supplier shall forward Goods freight prepaid unless otherwise stated in the purchase contract. Supplier shall make the transportation arrangements, pay the shipping costs, and remain responsible for the Goods until the Goods are delivered and GlobalMed takes possession at the destination.

            3.4.      If the Contract specifies FOB origin (place of shipment), then in addition to any other shipping instructions, Supplier shall forward Goods collect using GlobalMed’s account number and unless otherwise stated on the Purchase Order.

4. INVOICES AND PAYMENT

            4.1.      The price stated in this Order includes all charges for packaging, boxing, crating, special handling, and freight for F.O.B. destination purchase orders.

            4.2.      Supplier shall forward its invoice to [email protected] for each delivery of goods. The invoice shall include GlobalMed’s Purchase Order number and line-item number.

            4.3.      Payment due date, including discount periods, shall be computed from the later of the scheduled delivery of Goods date, the actual delivery of Goods date or the date of receipt of a correct invoice. Payment shall be deemed made on the date GlobalMed’s check is mailed or payment is otherwise tendered. Supplier shall be deemed to have waived all charges and fees that are not invoiced within ninety (90) calendar days after the end of the calendar year in which the charges were incurred.

5. CHANGES

            5.1.      GlobalMed shall have the sole right at any time to make changes to drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If such change increases or decreases the cost or time required to perform this Contract, GlobalMed and Supplier shall negotiate an equitable adjustment in the price or schedule, or both, to reflect the increase or decrease. GlobalMed shall modify this Contract in writing accordingly.

6. GLOBALMED PROPERTY

            6.1.      Supplier shall clearly mark, maintain an inventory of, and keep segregated or identifiable all of GlobalMed’s property and all property to which GlobalMed acquires an interest by virtue of this Contract. Supplier assumes all risk of loss, destruction, or damage of such property while in Supplier’s possession, custody, or control, including any transfer to Supplier’s subcontractors. Upon request, Supplier shall provide GlobalMed with adequate proof of insurance against such risk of loss. Supplier shall not use such property other than in performance of this Contract without GlobalMed’s prior written consent. Supplier shall notify GlobalMed if GlobalMed’s property is lost, damaged, or destroyed.

7. COMPLIANCE TO QUALITY STANDARDS

            7.1.      Supplier shall establish and maintain a quality control system acceptable to GlobalMed for the Goods purchased under this Contract. Supplier shall permit GlobalMed to review procedures, practices, processes, and related documents to determine such acceptability.

            7.2.      Supplier shall promptly notify GlobalMed in writing when (i) discrepancies in Supplier’s process, including any violation of or deviation from Supplier’s approved inspection/quality control system, or Goods are discovered or suspected regarding Goods delivered or to be delivered under this Contract, including the quantity and specific identity of any impacted Goods; (ii) there are any changes to the quality certification status of the Supplier; (iii) process, material or tooling change that may impact GlobalMed’s use of the Deliverables and provide evidence to GlobalMed of a first article inspection that assesses the impact of that change.

            7.3.      The Supplier shall notify GlobalMed of changes in the purchased product prior to implementation of any changes that affect the ability of the purchased product to meet specified purchase requirements.

            7.4.      Supplier shall ensure that its subcontractors comply with the Supplier’s obligations in this clause. Supplier shall retain records confirming the deliverable’s compliance with a Quality System for a period of the service life of the Deliverables plus two (2) years.

8. ACCEPTANCE AND REJECTION

            8.1.      GlobalMed shall accept the Goods or give Supplier notice of rejection due to any defect or nonconformance within a reasonable time after the date of delivery. No payment, prior test, inspection, passage of title, any failure or delay in performing any of the foregoing, or failure to discover any defect or other nonconformance shall relieve Supplier of any obligations under this Contract or impair any rights or remedies of GlobalMed, including revocation of acceptance.

            8.2.      If Supplier delivers defective or nonconforming Goods, GlobalMed may at its option and solely at Supplier’s expense: (i) require Supplier to promptly correct or replace the Goods; (ii) return the Goods for credit or refund; (iii) correct the Goods; (iv) obtain replacement Goods from another source (v) rework the items at GlobalMed facility and reduce purchase contract value by a fair cost for the rework performed by GlobalMed. Return to Supplier of defective or non-conforming Goods and redelivery to GlobalMed of corrected or replaced Goods shall solely be at Supplier’s expense.

            8.3.      Supplier shall not redeliver corrected or rejected Goods without disclosing the former rejection or requirement for correction. Supplier shall disclose any corrective action taken. Repair, replacement and other correction and redelivery shall be completed as GlobalMed may reasonably direct.

9. WARRANTY

            9.1.      Supplier expressly warrants that all Goods or services furnished under this agreement shall conform to all specifications, drawings, appropriate standards, samples, or descriptions furnished to or by GlobalMed and will be new, free from defects in material or workmanship.

            9.2.      This warranty shall begin upon GlobalMed’s final acceptance of the Goods and shall survive inspection, test, and payment for the Goods. The warranty shall extend for a period of one (1) year, or such other period as set forth elsewhere in this Contract, and GlobalMed shall give Supplier notice after discovery of a defect or nonconformance in the Goods. The warranty shall run to GlobalMed and its successors, assigns and customers.

            9.3.      In the event of any defect or nonconformance in the Goods, GlobalMed may, at its option and at Supplier’s expense: (i) require prompt correction or replacement of the Goods, or (ii) return the Goods for credit or refund. Return to Supplier of defective or nonconforming Goods and redelivery to GlobalMed of corrected or replaced Goods shall be at Supplier’s expense. Goods required to be corrected or replaced shall be subject to the requirements of this Contract in the same manner and to the same extent as Goods originally delivered under this Contract, but only as to the corrected or replaced part or parts thereof. Even if the Parties disagree about the existence of a breach of this warranty, Supplier shall promptly comply with GlobalMed’s direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the Parties later determine that Supplier did not breach this warranty, the Parties shall equitably adjust the Contract price.

10. COUNTERFEIT GOODS

            10.1.    Supplier shall not furnish Counterfeit Goods to GlobalMed, defined as Goods or separately-identifiable items or components of Goods that: (i) are an unauthorized copy or substitute of an Original Equipment Manufacturer or Original Component Manufacturer (collectively, “OEM”) item; (ii) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture; (iii) do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design; (iv) have been re-worked, re-marked, relabeled, repaired, refurbished, or otherwise modified from OEM design but not disclosed as such or are represented as OEM authentic or new; or (v) have not passed successfully all OEM required testing, verification, screening, and quality control processes. Notwithstanding the foregoing, Goods or items that contain modifications, repairs, rework, or re-marking as a result of Supplier’s or its subcontractor’s design authority, material review procedures, quality control processes or parts management plans, and that have not been misrepresented or mismarked shall not be deemed Counterfeit Goods. Counterfeit Goods shall be deemed nonconforming to this Contract.

            10.2.    Supplier shall implement appropriate processes to ensure that Goods furnished to GlobalMed under this Contract are not Counterfeit Goods. Such processes are subject to GlobalMed review. Supplier’s processes shall include, but are not limited to, the direct procurement of items from OEMs or authorized suppliers, conducting approved testing or inspection to ensure the authenticity of items, and, when items are to be procured from non-authorized suppliers, obtaining from such non-authorized suppliers appropriate certificates of conformance that provide one or more of the following: (i) the OEM’s original certificate of conformance for the item; (ii) sufficient records providing unbroken supply chain traceability to the OEM; or (iii) test and inspection records demonstrating the item’s authenticity.

            10.3.    If Supplier becomes aware or suspects that it has furnished Counterfeit Goods to GlobalMed under this Contract, Supplier promptly, but in no case later than thirty (30) days from discovery, shall notify GlobalMed and replace, at Supplier’s expense, such Counterfeit Goods with OEM or GlobalMed-approved Goods that conform to the requirements of this Contract. Supplier shall be liable for all costs related to the delivery or replacement of Counterfeit Goods, including any testing or validation costs necessitated by the installation of authentic Goods in replacement of Counterfeit Goods.

           10.4.     Supplier bears responsibility for procuring authentic Goods or items from its subcontractors and shall ensure that all such subcontractors comply with the requirements of this Article.

11. TERMINATION FOR CONVENIENCE

            11.1.    GlobalMed may terminate all or part of this Contract for its sole convenience. In the event of such termination, Supplier shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to stop work. Within ninety (90) days after the effective date of termination, Supplier may submit to GlobalMed a claim reflecting the percentage of the work performed prior to the effective date of termination, plus reasonable charges that Supplier can demonstrate to the satisfaction of GlobalMed using its standard record keeping system have resulted from the termination. Supplier shall not be paid for any work performed or costs incurred which reasonably could have been avoided. Further, Supplier shall not be paid, and in no event shall GlobalMed be obligated to pay, lost or anticipated profits or unabsorbed indirect costs or overhead. In no event shall GlobalMed be obligated to pay Supplier any amount in excess of the Contract price. The provisions of this Article shall not limit or affect the right of GlobalMed to cancel this Contract for default. Supplier shall continue all work not terminated.

12. CANCELLATION FOR DEFAULT

            12.1.    GlobalMed may, by written notice to Supplier, cancel all or part of this Contract: (i) if Supplier fails to deliver the Goods within the time specified by this Contract or any written extension; (ii) if Supplier fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in either of these two circumstances, within five (5) days after receipt of notice from GlobalMed specifying the failure, does not cure the failure or provide GlobalMed with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to GlobalMed; or (iii) in the event of Supplier’s bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s property or business, or any assignment, reorganization or arrangement by Supplier for the benefit of its creditors.

            12.2.    Supplier shall continue all work not canceled.

            12.3.    GlobalMed may require Supplier to transfer title and deliver to GlobalMed, as directed by GlobalMed, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively, “Manufacturing Materials”) that Supplier has specifically produced or acquired for the canceled portion of this Contract. Upon direction from GlobalMed, Supplier shall also protect and preserve property in its possession in which GlobalMed or its customer has an interest.

           12.4.     If, after cancellation, it is determined that Supplier was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the “Termination for Convenience” Article of this Contract.

13. CONFIDENTIALITY

            13.1.    Supplier shall consider all information furnished by GlobalMed to be confidential and shall not disclose any such information to any other person or use such information itself for any purpose other than performing this contract unless Supplier obtains written permission from GlobalMed to do so. This paragraph shall apply to drawings, specifications or other documents prepared by Supplier for GlobalMed in connection with this Order.

14. GOVERNING LAW

            14.1.    This Contract and any disputes arising out of, or relating to, this Contract shall be governed by the laws of the State of Arizona without regard to the conflict of law rules thereof. This Contract excludes the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods.

15. DISPUTES

            15.1.    Any dispute that arises under or is related to this Contract that cannot be settled by mutual agreement of the Parties may be decided by a court of competent jurisdiction. Pending final resolution of any dispute, Supplier shall proceed with performance of this Contract according to GlobalMed’s instructions so long as GlobalMed continues to pay amounts not in dispute.

Acknowledged by the Parties through their duly authorized representatives: