Terms & Conditions Of Sale

ALL SALES BY IZI MEDICAL (“Seller”) UNLESS COVERED BY A PRIOR EXISTING WRITTEN CONTRACT SIGNED BY SELLER, ARE SUBJECT ONLY TO THE FOLLOWING TERMS AND CONDITIONS. ANY TERMS IN CUSTOMER'S PURCHASE ORDER OR ANY OTHER CUSTOMER DOCUMENT WHICH ARE IN ADDITION TO, OR ARE DIFFERENT OR CONTRARY TO THESE TERMS, ARE HEREBY REJECTED. 

Pricing, Freight, Taxes. Except as expressly set forth on the face hereof, the following shall apply: All prices are exclusive of freight. Seller will select a carrier and arrange shipment. Prices do not include customs duties or sales, use, excise or other similar taxes. All such taxes and any personal property taxes or other similar taxes assessable on products after delivery to the carrier shall be paid by the Customer. 

Shipping Terms. Shipping terms are EXWORKS from Owings Mills, MD, USA or other warehouse locations as determined by IZI Medical. Customer is responsible for all costs related to shipping not limited to freight, fuel surcharge, custom and inspection fees, VAT, etc.

IZI Medical may approve shipment via our corporate carrier account with all related shipping fees invoiced directly to the Customer. All related fees are subject to carrier bill-back invoice(s) which may or may not be invoiced at the time of shipment. Minimum shipping charge $25.00 per shipment.

Customer has the right to use their freight account if proactively provided on the purchase order.

Customer has the right to choose shipment by their designated pre-arranged freight forwarder.

1. IZI Medical will provide estimated weights and dimensions of expected shipment 10 days prior to committed ship date.

2. Customer is required to provide freight forwarder details five (5) days prior to committed ship date.

   1. If forwarder information is not provided within these guidelines, IZI Medical may ship via their carrier account and invoice as indicated in the above paragraph.

   2. IZI Medical may at their discretion charge $150.00 per day storage fee in lieu of shipment for delayed freight forwarder information/pickup.

   3. Refused delivery of shipments will incur a 35% storage fee and remain the property of the Customer. After 3 days, all refused shipments will begin accruing a $150.00 per day storage fee.

   4. Shipment of orders may not be delayed due to requests to modify or combine multiple purchase orders after the committed ship date has been provided.

Shipment of some product may be impacted by trade tariffs. Related tariffs will be the responsibility of the customer and invoiced by IZI Medical.

Payment Terms. All sales require prepayment (Cash In Advance) unless credit approval has been previously granted to the Customer. If an open terms account is granted (which is subject to Seller's continuing approval), payment is due within thirty (30) days after shipment date. Seller may change such terms of sale at any time upon prior notice to Customer. If, by the terms of sale, credit is extended to Customer, Seller reserves the right to revoke credit if Customer fails to pay for any goods previously delivered as due or if in the judgment of the Seller there has been a material adverse change in Customer's financial condition and thereupon Seller shall have the right to demand payment or other assurance which it deems adequate before shipment of any further goods. Seller reserves the right to charge interest on delinquent accounts at the lesser of the rate of 16% per annum or the highest rate permitted by applicable law. Customer agrees to pay all costs of collection including reasonable attorney's fees. 

Order Cancellation / Rescheduling. Orders are irrevocable and subject to IZI Medical’s rescheduling policy as indicated below.  

Transfer of Title, Delivery & Risk of Loss. Ownership of the Goods shall pass to the Customer at the time of shipment. Products are shipped EXWORKS, Owings Mills, USA. Times between order and delivery of Product may vary. Seller shall not be responsible for any loss or liability suffered by Customer as a result of failure or delay in the delivery of Products. 

Minimum Order Policy. All sales hereunder shall be subject to Seller's minimum order. Order minimum of $100.00 net invoice value. Orders less than $100 will be subject to a $25.00 non-refundable service administrative fee.

Warranty/Returns. Seller warrants that its Products purchased hereunder shall, at the time of shipment, conform to Seller's stated specifications and shall be free from defects in materials and workmanship. Seller's sole liability and obligation under this warranty shall be to replace/repair any product that fails to conform to this warranty. Seller may, at its option, issue a credit to Customer in the amount of the price hereunder of any Product that does not conform to this warranty in lieu of replacement of such Product. NO Product shall be returned to Seller except in accordance with Seller's Return Goods Policy as in effect from time to time, which is specifically incorporated herein by reference. Seller may change its return goods policy upon ninety (90) days notice to customer. This warranty, together with any express written warranty that seller may issue, is the sole and exclusive warranty as to the products, extends only to the initial Customer for a period of up to 90 days from ship date, and is expressly in lieu of any other warranty, oral or implied, including implied warranty of merchantability or fitness for a particular purpose. Products acceptable and approved by IZI Medical for return are subject to a 20% restocking fee.

Limitation of Liability. In no event shall seller be liable to customer or any other person for resell costs, lost profits, business interruption, loss of use, or incidental, special, indirect, or consequential damages of any nature even if seller has been advised of the possibility thereof. These include damages related to, arising out of, or in connection with the sale, delivery, installation, use, loss of use, repair, possession, transportation, disposal or performance of the products, including all additions to and replacements of the products. In no event shall seller's liability arising in connection with any product(s) sold or to be sold hereunder (whether such liability arises from a claim under contract, warranty, tort, or otherwise) exceed the actual amount paid by customer to seller for the product(s) involved in such claim.

Patent Indemnity. Seller warrants that the sale of goods pursuant to this Agreement, except goods made in compliance with specifications supplied by Customer, is not an infringement of any valid U.S. patent; provided, however, that seller's liability hereunder shall be limited to not more than the purchase price of any shipment(s) found to infringe. This warranty is given upon the condition of Customer's prompt notification to Seller when any such infringement is alleged or threatened and, if Seller is affected, that Customer permit Seller complete control of the defense and settlement of any such allegation of threat of infringement. Seller does not warrant that any use of goods sold hereunder by Customer or any Customer from or through Customer, in combination or not in combination with other material, is not an infringement of any patent of any country. Customer shall indemnify Seller for any and all expenses, direct or indirect, arising when any patent infringement is alleged or threatened because of goods made in compliance with specifications supplied by Customer. This section states seller's sole and exclusive liability for any claim of any third party by way of infringement or the like.  

Product Markings. Customer shall not remove or alter any tags, labels, or identifying markings of any kind placed on any Products by Seller. 

Software/Firmware. Title and all ownership and intellectual property rights to any software and/or firmware included in the Products acquired by Customer remain with Seller (or the licenser of software to Seller, as applicable) and do not pass to Customer. Seller hereby grants to Customer a non-exclusive license to use such software/firmware in connection with Customer's use of the Products. Customer may not reproduce, reverse engineer or disclose to any third party any portion of such software/firmware, and may transfer it only in conjunction with a transfer of the Product and subject to these same restrictions. 

Assignment. Customer shall not assign this Agreement in whole or in part, or subcontract its obligations hereunder, without the prior written consent of the Seller. All terms, agreements, covenants and rights contained herein shall inure to the benefit of and be binding on any permitted assignee. 

Excusable Delays. If the performance of any obligation, except payment of moneys due, is prevented, delayed, restricted, or interfered with in any way by reason of any force majeure, act of terrorism (whether actual or threatened), fire, flood, explosion, failure of machinery, strikes, lockouts, or labor trouble, supply of fuel, power, materials, containers or transportation, or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the party to whom the performance is due, shall be excused from such performance to the extent of such interference. Each party shall use reasonable efforts to remove or resolve such interference with performance as promptly as reasonably possible. 

Halma Group Code of Conduct Policy: Seller has a Code of Conduct policy that is published on its parent company website (https://www.halma.com/sustainability/ethics) and Customer is expected to apply broadly similar ethical standards in their operations. In particular Seller has a zero-tolerance policy towards any bribery or corrupt practices in its business dealings. Customer represents and warrants to Seller that it has not engaged in business practices which violate any applicable local, state, federal and foreign laws, orders, rules and regulations regarding bribery and corruption, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, et seq.) (the “FCPA”). Except in compliance with the FCPA, neither Customer nor any individual acting on its behalf has: (a) given or offered or promised to give, for or on behalf of Customer, either directly or through a consultant or other third party, anything of value, whether monetary or non-monetary (whether a gift, travel, lodging, meal, payment or otherwise), to or for the benefit of any of the persons or entities listed below; or (b) authorized or approved any of the foregoing: (i) any political party, employee of a political party, or candidate for political office; (ii) any government official, government employee, employee of a government-owned or government-controlled entity, or person acting in an official capacity for or on behalf of the government; or (iii) any official or employee of an international organization (e.g., the Red Cross or the United Nations), or person acting in an official capacity for or on behalf of such an organization. Customer shall remain in compliance with this clause during the term of any agreement with Seller and while conducting any business dealings with on behalf of Seller. In the event Customer breaches this clause, Seller may, in its sole discretion, terminate any agreement with Customer without penalty and without any compensation to Customer. Customer shall indemnify and hold Seller harmless for all claims, demands, damages, costs, fines, penalties, attorney’s fees, and all other expenses arising from failure of the Customer to comply with this clause.

Severability. In the event that any portion of this Agreement should, for any reason, be held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or contrary to public policy, then the remainder of this Agreement shall remain in full force and effect. 

General. No representation, promise, waiver, amendment, or modification of these terms and conditions shall be binding unless in writing signed by an authorized representative of Seller. This Agreement shall be governed by the laws of The State of Maryland (excluding those addressing choice of law).

The parties hereto hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts of The State of Maryland for resolution of any dispute related to or arising out of this Agreement. Acceptance by Customer of the Products shall constitute acceptance of all the terms and conditions contained herein. Products sold and delivered within the United States are intended for domestic use only. The captions herein are for convenience only and do not modify or explain any of the terms of this Agreement.

Data Privacy & General Data Protection Policy. IZI Medical's comprehensive Privacy Policy can be found at https://izimed.com/privacy-policy

COMPLIANCE CLAUSES 

Associated Persons means any person performing services for or on behalf of a party, including but not limited to subsidiaries, employees, agents, distributors and contractors;

Sanctioned Party means any party or parties listed on any list of designated or other restricted parties maintained under Trade Restrictions, including but not limited to the Consolidated List of Financial Sanctions Targets in the UK maintained by HM Treasury, the consolidated list of persons, groups and entities subject to EU financial sanctions maintained by the European Commission, and the Specially Designated Nationals and Blocked Persons List maintained by the US Office of Foreign Assets Control;

Trade Restrictions means any applicable export controls, trade or economic sanctions, embargoes or similar laws, regulations, rules, licences, orders or requirements including, without limitation those of the UN, UK, U.S. and the EU;

1. Trade Restrictions

1.1 The Customer hereby acknowledges and agrees that the supply of the goods and/or services may be subject to Trade Restrictions.

1.1 The Company reserves the right to carry out screening and background checks on the Customer prior to the supply of the goods and/or services and at any time during the performance of the Contract. The Customer shall provide all assistance to the Company that the Company reasonably requires in relation to such checks.

1.2 The Customer is solely responsible for complying with and shall not do anything which would cause the Company to be in breach of, Trade Restrictions. In particular, the Customer warrants and represents that it:

1. is not, and is not owned or controlled by a Sanctioned Party;

2. will not use, sell, resell, export, re-export, transfer, distribute, dispose of, disclose or otherwise deal with the goods and/or services, directly or indirectly, to: (i) any country, territory, or destination with which the Company, as a matter of policy, does not conduct business (including but without limitation to Iran, Syria, Sudan, Cuba, Crimea & Sevastopol and North Korea, and any other territory subject to comprehensive Trade Restrictions from time to time); (ii) any other territory to which the supply of the goods and/or services would be restricted or prohibited under Trade Restrictions (subject to the Customer obtaining any and all licences and/or approvals required to make such a supply); or (iii) any Sanctioned Party (or any party owned or controlled by a Sanctioned Party). ; and

3. will obtain and maintain any required export licence or other governmental approval and complete such formalities as may be required under Trade Restrictions in order to use, sell, resell, export, re-export, transfer, distribute, dispose of, disclose or otherwise deal with the goods and/or services.

4. will not put the goods and/or services, in their entirety or in part, to any use in connection with the development, production, handling, operation, maintenance, storage, detection, identification or dissemination of chemical, biological or nuclear weapons or the development, production, maintenance or storage of missiles capable of delivering such weapons or to any military end-use in violation of any applicable embargo (including, but not limited to, embargoes maintained by the EU, UK, OSCE and/or UN). In addition, the Customer shall not sell, resell, supply, export, re-export, transfer, divert, distribute or dispose of the goods and/or services to any third party where the Customer knows or has grounds for suspecting that the goods and/or services are or may be intended for one of the uses specified in this Condition.

1.3 In addition to any other remedy available to the Company, the Customer shall indemnify, keep indemnified and hold harmless (on a full indemnity basis) the Company and its affiliates, officers and personnel against any and all direct or indirect liabilities, claims, demands, damages, losses or expenses (including legal and other professional advisers' fees and disbursements), interest and penalties suffered or incurred as a result of any breach of this Condition 1. The Company reserves the right to terminate the Contract immediately upon written notice and without penalty in the event of such breach.

1.4 The Company shall not be obliged to perform any obligation under the Contract and shall have the right to terminate the Contract, without being liable for any damages or costs of any kind, if in its sole discretion it reasonably believes that such performance in full or in part would place it in violation of any Trade Restrictions (including, for the avoidance of doubt, if such violation would be the result of any delay to, or refusal of, the grant of any licence required under Trade Restrictions).

1.5 Nothing in this Condition 1 shall require either party to act in any way contrary to any blocking or antiboycott laws with jurisdiction over such party's operations, including (if applicable) the Anti-Foreign Sanctions Law of the People's Republic of China.

2. Compliance

2.1 The Customer shall comply with all local and national laws in the territories in which it operates.

2.2 Anti-Bribery

1. The Customer shall (and shall procure that its Associated Persons shall):

   1. not make any offer, payment, promise to pay, or authorise the giving of any monies or financial or other advantage to any person:

      1. for the purpose of inducing or rewarding that person (or any other person) to perform their role or function improperly;

      2. for the purpose of influencing a public official in relation to any decision, act or other performance (including failure to perform) of their official role or function, with the intention of obtaining or retaining business or a business advantage; or

      3. that is otherwise for the purpose of improperly obtaining or retaining business or a business advantage of any kind;

   2. not request, agree to receive, or accept, any monies or financial or other advantage in return or as a reward for performing their role or function improperly;

   3. not engage in any other activity, practice or conduct which would constitute an offence under any other applicable anti-corruption or anti-bribery legislation, or that would place the Company in breach of such legislation; and

   4. have, maintain in place and enforce throughout the term of any Contract its own policies and procedures, including but not limited to adequate procedures to ensure compliance with any applicable anti-bribery legislation and the requirements of this Condition 2.1.

2.3 Modern Slavery
The Customer shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the UK Modern Slavery Act 2015 and will not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015.

2.4 Tax
The Customer shall (and shall procure that its Associated Persons shall) comply with all applicable taxation laws and shall not commit an offence consisting of the evasion of tax, or the facilitation of tax evasion by another person.

2.5 The Company may terminate the Contract immediately upon written notice to the Customer where it reasonably believes that the Customer has breached this Condition 2 and the Customer shall indemnify the Company from all damages, penalties, fines and/or costs of any kind arising from, or relating to, any breach of this Condition 2.

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version:08-29-2023