Supplier Terms and Conditions

1. CONDITIONS OF TRANSACTION.
By fulfilling a purchase order submitted by Bound Tree Medical, LLC (“Bound Tree”), you as a supplier (“Supplier") agree that the terms and conditions set forth below shall apply to the services and products (collectively the “Products”) to which the purchase order relates and Supplier further agrees to be bound by such terms and conditions. Bound Tree expressly rejects any terms or conditions contained in any Supplier document or instrument issued by Supplier that is not agreed to in writing by Bound Tree.  If there is a written contract signed by Supplier and Bound Tree for certain products, then the terms and conditions of that contract shall govern the purchase and delivery of such products.  Supplier acknowledges and agrees that Bound Tree reserves the right to amend these terms and conditions in its sole discretion as it sees fit from time to time.

2. INVOICES AND PAYMENT TERMS.
Pricing originally quoted by Supplier shall remain firm. No such price increase shall be permitted without prior consent from Bound Tree. Payments for each order shall be made in U.S. dollars 2% 30, net 45 days from the date a complete and accurate invoice for an applicable order is received by Bound Tree.

3. SUPPLIER'S DUTIES.
A. Supplier shall use its best efforts to ensure Products are delivered to Bound Tree no later than the delivery date set forth in Bound Tree’s purchase order (“Delivery Date”). Supplier is to provide current lead time information to Bound Tree.  Supplier shall meet a delivery standard of ninety-eight percent (98%) on-time delivery performance.
B. Supplier shall ensure that all Products shall have a shelf life of at least 18 months at its time of delivery to Bound Tree or Bound Tree’s designee. Product with an expiration date shall have an expiration date of 18 months or greater from the date of delivery to Bound Tree or Bound Tree’s designee.
C. Supplier is the owner of the product design of all Products.  With respect to all Products, Supplier is solely responsible for the design history file (as defined in Section 820.30 of the FDA QSR) and shall maintain the device master record in accordance with Section 820.181 of the FDA QSR.  Supplier represents and warrants that all of the Products (a) are supported under Supplier’s design process and (b) meet all requirements for the U.S. market.
D. Supplier shall have a comprehensive quality management system that complies with the FDA QSR.  Supplier will provide Bound Tree with a written guarantee of product compliance for each shipment of Products.
E. Supplier will be solely responsible for ensuring that all labeling and branding of the Products, including UDI, complies with (i) all applicable laws, (ii) all clearances to market, risk management plans and product design related to the Products, and (iii) the requirements for the U.S. market.
F. Supplier will be responsible for all costs and expenses incurred by Bound Tree in connection with any corrective action or recall.
G. If any Products are labeled with Bound Tree’s private label brand, Supplier acknowledges that Bound Tree shall retain patent, copyright, trade secret, trademark or other intellectual property or proprietary rights in its private label brand.
H. Supplier shall inspect each lot of Product to be supplied to Bound Tree in order to evaluate Product full conformity with all Supplier and Bound Tree expectations for Product.

4. SHIPPING AND MARKING.
Supplier shall ship to Bound Tree orders for Products FOB Destination with Supplier being responsible for the cost of freight and all other shipment and delivery costs including, without limitation, packaging, carrier costs, and additional cost for expedited shipments.  Supplier shall ship Products by airfreight when necessary to meet Delivery Dates confirmed by Supplier or to replace nonconforming Products.  In such case, Supplier will bear the expense of the excess cost of airfreight over normal shipping charges.  Supplier will not charge any fees for drop shipments or other deliveries or shipments made to customers on behalf of Bound Tree.

5. WARRANTY.
Supplier warrants the following: (i) Products shall conform to the specifications contained in the Agreement and be free from defects in materials, workmanship, and design; (ii) Products have been manufactured in accordance with all applicable statutes, ordinances and regulations; (iii) all Product expiration dates are accurate; (iv) Products shall be properly branded and unadulterated at the time of shipment, in accordance with all applicable laws; and (v) Products shall not infringe, violate or misappropriate of a patent, copyright, trade secret, trademark or other intellectual property or proprietary rights of a third party.

6. INDEMNIFICATION.
Supplier will indemnify, defend and hold harmless Bound Tree and all of its direct and indirect officers, directors, employees, agents, successors and assigns from any and all third party claims, demands, actions or threat of action relating to (i) negligent, willful misconduct or reckless acts or omissions of or by Supplier or any of its employees; (ii) the Supplier’s actual or alleged breach of any warranty or representation contained in this Agreement; and/or (iii) death, personal injury, bodily injury or property damage or any other damage caused, in whole or in part, by any of the Products.

7. RETURNS.
Bound Tree may return Products at any time to Supplier if such Products are unused and not expired. Supplier shall not charge a restocking fee for returned Product.

8. MISCELLANEOUS.
A. Supplier agrees to comply with Bound Tree’s Supplier Code of Conduct located at https://www.boundtree.com/supplier-code-of-conduct.
B.  This Agreement will be governed by and construed in accordance with the applicable laws of Ohio. Each party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the state or federal courts in Columbus, Ohio.
C. BOTH PARTIES AGREE TO WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF THE DISPUTE OR CLAIM ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THIS AGREEMENT.