Precision Medical Technologies, Inc.
Terms & Conditions of Supply
- Applicability: These terms and conditions shall apply to the production and sale of products by Precision
Medical Technologies, Inc. (the “Company”), to you, (the “Customer”). These Terms & Conditions are provided
along with the Company’s Quote, Sales Order, and/or Invoice, and together constitute the “Agreement”
between Company and Customer. The Terms & Conditions set forth in the Agreement and specifically herein,
shall control over any additional or conflicting term(s) or condition(s) provided in any form submitted by
Customer, unless additional said term(s) or condition(s) is expressly accepted and agreed to in writing by
- Specifications: Customer has requested that Company produce certain products on behalf of Customer (the
“Products”) in accordance with and pursuant to Customer’s specifications that have been or will be delivered to
Company and that shall be incorporated into this Agreement upon Company’s written acceptance thereof (the
“Specifications”). Customer’s Specifications shall specifically mark and identify any critical dimensions that
require precision of at least three decimal places.
- Price: Company’s price for the Products is set forth in the Quote, Invoice, and/or Purchase Order, and
Customer agrees to pay Company the price in accordance with the terms thereof. The quoted prices shall not
include shipping or sales tax, which shall be paid by Customer. The Quotes shall be accurate at the time of the
current or immediate Quote. Any orders placed by Customer after the time of said Quote may be at a higher
price based on Company’s costs.
- Invoices and Payment: Company shall invoice Customer upon shipment of the Products. Company’s
invoices shall be paid in U.S. Dollars net thirty (30) days without rights of setoff or defense. Company reserves
the right to stop or delay shipment of Products to Customer if Customer has any amounts past due and owing
to Company. Any amounts unpaid past the due date shall accrue interest at the rate of eight percent (8%) simple
interest and Company is entitled to collect and recover from Customer any costs and expenses incurred in
collecting unpaid amounts, including reasonable attorneys’ fees and costs.
- Shipping: Lead time for each shipment of Products shall be as set forth in the applicable Purchase Order or
Quote, but shall be subject to available transportation capacity, and may change upon notice from Company to
Customer. If the lead time for shipment is not set forth in the Purchase Order or Quote, Products shall be shipped
within a commercially reasonable time. The quantity shipped by Company may be plus or minus 10% of the
quantity ordered without constituting a nonconformance or breach by Company of the Agreement.
- Title and Risk of Loss: Company shall ship the Products FOB Company’s facility.
- Inspection and Acceptance: Customer shall be deemed to have accepted the Products within ten (10) days
after Customer receives the Products, unless Customer specifically notifies Company before the expiration of
such ten (10) day period that some or all of the Products do not conform to the Specifications. In the event
Customer discovers the condition of some or all of the Products is nonconforming more than ten (10) days after
Customer receives the Products, Company shall remain liable to the extent the Company’s warranty applies.
Customer shall allow Company access to Customer’s facility or third-party storage location to the extent required
for Company to inspect and assess the Products alleged to be nonconforming.
- Intellectual Property: Customer represents and warrants to Company that the Products and the
Specifications do not infringe any patent, trademark, copyright, trade dress, or any other third-party intellectual
property right, and hereby grants to Company a limited license strictly as necessary to allow Company to
manufacture and test the Products for Customer.
- Warranty: Company represents and warrants to Customer that the Products will be manufactured in
accordance with the Specifications, and Company shall convey to Customer good title to the Products without
any lawful third-party security interest, lien, or encumbrance. Company represents and warrants to Customer
that the Products will be free of defects in workmanship and conform to the Specifications for a period of one (1)
year following the date of delivery to Customer. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES
PROVIDED BY COMPANY, AND COMPANY DISCLAIMS ANY AND ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY AS TO
MATERIALS. Company shall transfer and assign to Customer any transferrable warranties as to materials
incorporated into the Products. CUSTOMER ASSUMES ALL RISK WITH THE USE OF THE PRODUCTS
WHETHER ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR MATERIALS.
Company’s warranty shall be voided by Customer’s alteration of the Products or combination of the Products with
- Compliance with Laws: Company shall manufacture the Products in accordance with all applicable laws.
Company is ISO 13485:2016 certified by the internationally recognized SGS United Kingdom Limited Systems &
Services Certification, Ellesmere Port, Cheshire, United Kingdom. Notwithstanding the foregoing, Company
makes no representation that Buyer’s Product design conforms to law.
- Remedies: In the event Company ships Products that do not conform to the warranty provided herein
Company shall, at its option and expense, either (a) repair or replace the nonconforming Products; or (b) provide
a credit to Customer in the amount of the price of such Products that were nonconforming. These remedies set
forth in this section all are the sole and exclusive remedies available to Customer against Company. NEITHER
PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL,
INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
- Cancellation: Customer may cancel any order upon written notice to Company. Company shall
immediately stop work on producing Products upon receipt of Customer’s notice. Customer agrees to purchase
from Company any Products that were manufactured and conforming prior to Company’s receipt of Customer’s
cancellation notice. Company may cancel any Agreement with Customer immediately upon notice that
Customer cannot pay any invoice submitted by Company or when Customer has failed to pay an invoice on or
before its due date.
- Confidentiality: Customer acknowledges that Company may provide Customer with certain confidential
information, including without limitation the price of the Products and Company’s methods, know-how, and
other information related to the manufacturing of the Products, and Customer shall hold such confidential
information in strict confidence and take the same precautions against its disclosure to third parties as Customer
takes with Customer’s own confidential information.
- Responsibilities: Customer agrees to indemnify, defend, and hold harmless the Company from and against
any and all claims (actual or threatened), damages and expenses (including reasonable attorneys’ fees) arising
out of or related to Company manufacturing and supplying Products that conform to the Specifications,
including without limitation any claims, damages and expenses related to products liability or intellectual
property infringement claims.
- Insurance: Customer agrees to maintain products liability insurance covering the Products and name
Company as an additional insured.
- Governing Law and Venue: The relationship between Customer and Company and the terms and
conditions set forth herein shall be governed by, and interpreted in accordance with, the laws of the State of
Indiana. Exclusive jurisdiction and venue of any court proceeding necessary to aid or enforce these terms and
conditions shall be in the Superior Court of Allen County, Indiana, or if it can acquire jurisdiction, the United
States District Court of the Northern District of Indiana, Fort Wayne Division.
- Waiver: Waiver by Customer or Company for non-performance or breach of any provision of this
Agreement will not constitute a waiver of any subsequent non-performance or breach of the same or any other
- Independent Contractors: Customer and Company are independent contractors and nothing herein shall
be construed to create or imply an employment, agency, joint venture, or partnership relationship between
Customer and Company. Customer shall not have any right or power to bind Company in any way, or to incur
liability, make any statements, representations, warranties, or commitments on behalf of Company.
- Assignment; No Third Party Beneficiaries: Neither Company nor Customer may assign any of its rights,
duties, or obligations under this Agreement without the prior express written consent of the other party, which
consent shall not be unreasonably withheld or delayed. The Agreement is intended for the benefit of Company
and Supplier and is not for the benefit of any third party.
- Force Majeure: Neither party shall be liable to the other for delay or default in the performance of any of
their respective obligations for conditions beyond their reasonable control, including, without limitation, acts of
god, explosion, accident, fire, drought, flood, strike, insurrection, riot, war, acts of public enemy and/or terrorism,
acts or orders of a governmental unit, freight embargo, supply chain issues caused by the COVID-19 Pandemic,
any other public health crisis, or trade embargos imposed due to international conflict, or any other conditions
outside of the control of the parties that would make performance hereunder commercially impractical.
- Severability: If any provision of this Agreement is held to be invalid or unenforceable, the validity of the
remainder of the Agreement shall not be affected and the rights and obligations of the parties will be construed
and enforced as if the invalid term did not exist.
- Notice: Notice shall be deemed given when submitted in writing to the party’s corporate office marked to
the attention of President and with a copy provided to the person who Customer believes to be the account
- Modification: These terms and conditions and the Agreement may not be modified or terminated except
by an express written instrument signed by Company and Customer.