STANDARD TERMS AND CONDITIONS (PURCHASE OF GOODS)

These STANDARD terms and conditions (PURCHASE of goods) (“Terms and Conditions”) are the only terms which govern the purchase of the goods (“PRODUCTS”) by ENDOSCOPY DEVELOPMENT COMPANY LLC AND/or its affiliate as listed on the related order (“Buyer”) from the seller named on the first page (“Seller”) of the related ORDER (DEFINED BELOW) AND ARE INCORPORATED INTO THE TERMS OF SUCH ORDER BY THIS REFERENCE.

1. Product; Specifications. From time to time, Buyer may provide Seller with purchase orders (the “Purchase Order(s)”) that set forth the description of the Product(s) ordered, specifications, volume, pricing, required delivery dates, and any other specific instructions that may be agreed in advance between the parties. These Terms and Conditions shall apply to all such Purchase Orders. Additionally, Buyer may establish a Purchase Order with requested partial shipments, which will cover a requested schedule of partial releases of the volume ordered over a set time period and Buyer will place releases (each a “Release”) against this total volume. By issuing a Purchase Order or Release (collectively with these Terms and Conditions; an “Order”) to Seller, Buyer makes an offer to purchase Product meeting the requirements and quality standards set forth in the related Order (the “Specifications”) on a non-exclusive basis, pursuant to the terms of the Order, including these Terms and Conditions. Seller shall confirm to Buyer the receipt of the Order issued hereunder (each, a “Confirmation“) within three (3) business days following Seller’s receipt thereof in written form via facsimile or e-mail. Each Confirmation must reference Buyer’s Order number and confirm acceptance of the Order or advise Buyer of Seller’s rejection of such Order, the date of acceptance or rejection and the basis for rejection, if applicable. If Seller fails to issue a Confirmation within the time set forth in this Section, or delivers the Products ordered under such Order, Seller will be deemed to have accepted the Order. Once accepted by Seller, any changes to the Order must be agreed to in writing by both parties (including but not limited to email), except that Buyer may cancel or change quantities on Orders under the conditions set forth herein. A copy of these Terms and Conditions has been made available to Seller, and Seller, by accepting any Order, acknowledges and agrees to these Terms and Conditions without the need for any additional action on the part of either Buyer or Seller.
2. Substitutions. No substitution will be permitted without the written consent of Buyer, in its sole discretion. If Seller proposes any substitution and the parties hereto agree in a writing (including but not limited to email) to such substitution, Seller guarantees that the substitution is equal in quality, capacity, durability, ease of maintenance, and ease of use of the Products originally specified. In addition to the inspection rights hereunder, if Buyer determines that any substitution Products delivered are non-conforming to these Terms and Conditions, Buyer shall have the right to revoke its approval for substitution Products and unfilled orders shall revert to the Products as originally specified.
3. Samples and Mock-Ups. Seller will provide, at its own expense, samples and mock‑ups, which must otherwise comply with the requirements of these Terms and Conditions, including warranty and indemnification provisions, and any additional requirements requested by Buyer in writing. Once approved, the characteristics of the samples or mock-ups shall be deemed to amend the Specifications to the extent that they improve or add to the Specifications.
4. Quantity. Unless otherwise agreed to in writing, no variation greater than +5% in the quantities of the amount specified in Orders will be accepted. Buyer may return goods shipped in excess of +5% of the amount designated in the Order at Seller’s expense or withhold payment on the excess Product shipped until the due date that would have applied for such shipment if it had been delivered on time. Buyer shall have no obligation to issue any Orders or to purchase any minimum quantity or dollar amount of any Product under these Terms and Conditions.
5. Safety Stock. If set forth as a requirement in any accepted Order, Seller will establish, within the time period set forth in the accepted Order, and maintain at all times during the Term, a safety stock of finished Products exclusively available to Buyer in quantities sufficient to satisfy Buyer’s requirements for the Products based on Orders, or as otherwise agreed by the parties in a signed writing (“Safety Stock”).  Seller’s Safety Stock shall be rotated with its regular inventory of Products to maintain shelf life.
6. Changes. With respect to any unfilled Orders, Buyer, by written notice to Seller at least two (2) weeks prior to the delivery date requested in the applicable Order, may reduce any quantity of Products to be supplied under an Order, and the Order price will be equitably reduced, or Buyer may order an increase in Products to be supplied at the unit prices stated under any unfilled Order, taking into account any quantity discounts set out in the Order. In case of an increase in the quantity of Products, the parties shall mutually agree on an extension of the delivery date requested in the applicable Order and impact, if any, on any future scheduled Releases.
7. Price. The price of the Product is as stated on the face of the Order (“Price”). Unless otherwise specified in the Order, the Price stated includes all packaging, transportation costs, and insurance. The parties agree to cooperate in a reasonable manner in order to minimize all sales tax and to assist in obtaining resale certificates whenever possible so that taxes would not be incurred. Taxes shall be separately stated on all invoices. No increase in the Price is effective with respect to any unfilled Orders accepted by Seller.
8. Delivery; Risk of Loss; Title. Seller will deliver Products in the quantities set forth in the Order during normal business hours pursuant to the shipping terms set forth on the first page of Buyer’s Order or, if none provided, the shipping terms shall be FOB Buyer’s distribution center or other locations specified by Buyer (Incoterms® 2010), subject to the terms and conditions set forth in these Terms and Conditions. Seller shall assume risk of loss until such time as title transfers to Buyer. Seller shall secure, at its own expense, insurance to cover the Products until risk of loss shifts to Buyer. In addition, Seller assumes any and all risk of loss or damage to any third party related to the Product at any time during shipment. Title to Products shall pass to Buyer upon delivery of Product by Seller in accordance with shipping terms.
9. Delivery Schedule. Seller will comply with the requested delivery dates established by the Order and related Releases, if applicable, or as otherwise agreed, from time to time, in writing between the parties. Seller must notify Buyer or its designated agent, as applicable, of delivery in writing or by telephone no less than 24 hours prior to delivery.
10. Delay. Time is of the essence. If Seller does not deliver Products, including replacement Products timely, Seller understands Buyer’s work will be disrupted and delayed, and Seller will be liable for any damages sustained as a result.
11. Quality. Seller shall maintain quality control for production of Products in accordance with leading industry standards that assure that Seller meets Buyer’s reasonable quality expectations as well as the Specifications. Seller shall provide to Buyer, on a timely basis, Product certifications and quality test data (in a format, typically via secured electronic transmission, and using test protocol acceptable to Buyer) as required by the Specifications or otherwise in Buyer’s Order, as applicable.
12. Packaging. Buyer will provide the materials identified in the Order or Specifications to be provided by Buyer. Seller will provide adequate protective packaging in a manner to ensure that the Products are delivered in undamaged condition. Seller is responsible for maintaining ‘product and packaging’ compliance with all applicable laws and regulations. In the event the Products shall be determined to be hazardous or dangerous by competent authority, Seller shall be responsible for classifying the goods, packaging in accordance with the appropriate regulations, and providing complete documentation for each shipment. Seller shall be responsible for cost incurred due to its failure to comply with product and/or packaging shipping regulations in effect at the time of shipment.
13. Inspection and Testing. Buyer has the right to inspect the Products within a reasonable period after delivery. Buyer, at its sole option, may inspect all or a sample of the Products, and may reject all or any portion of the Products if it determines the Products are defective in material, workmanship, or design, or not in conformity with the Specifications or otherwise nonconforming with the requirements of these Terms and Conditions (along with Products not meeting warranty requirements under Section 14, collectively, “Defective Product”). Seller will facilitate Buyer’s inspection and testing at the factory, in the warehouse, on the road, and in the field. If Buyer rejects any portion of the Products, Buyer has the right, at its option, effective upon written notice to Seller, to reimbursement for any related expenses, including but not limited to transportation charges for returning defective or nonconforming goods, and, at its option, to (a) rescind the Order in its entirety and Seller shall refund any respective amounts paid in respect thereto; (b) accept the Products at a reasonably reduced price; or (c) reject the Products and require replacement of the rejected Products. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Order, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.
14. Warranty. In addition to Buyer’s inspection rights pursuant to Section 13 above, Seller warrants that the Product will conform to the Specifications, samples and accepted mock-ups, as applicable and, for a period of twelve (12) months from the date of delivery in accordance with the shipping term, be free from defects in material, workmanship, and design (except to the extent attributable to the design furnished by EDC) and be fit for their intended purpose. Notwithstanding the preceding sentence, if any terms of Seller’s standard warranty are more favorable in any respect, the warranty provided in the preceding sentence shall be deemed modified by such favorable terms of Seller’s standard warranty. In the event that Buyer determines that any delivery hereunder includes Defective Product, Buyer will so notify Seller and, if requested, provide to Seller reasonable documentation to support its determination, and Buyer, at its option and without prejudice to any other right or remedy Buyer may have, shall be entitled to the following remedies: (a) if Seller has a supply of non-defective Product sufficient to replace the Defective Product, Seller shall provide such non-defective Product to Buyer at Seller’s entire expense (including freight); (b) if Seller does not have a supply of non-defective Product sufficient to replace the Defective Product, Buyer may obtain such non-defective product from a third party and Seller shall reimburse Buyer for any increased costs to purchase the non-defective replacement Product; (c) if Seller does not have a supply of non-defective Product and non-defective replacement Products is unavailable, Buyer shall be entitled to terminate any unfilled Order and may terminate these Terms and Conditions; or (d) request a refund of any amounts previously paid for such Defective Product. In addition, Seller must accept return of all Defective Products (including Products rejected as part of a shipment that includes Defective Products) from the inventory and distribution channels of Buyer and agents of Buyer at Seller’s entire expense. In addition to the foregoing, Seller shall compensate Buyer for all other costs arising from the Defective Product(s). Examples of such costs include, but are not limited to: Buyer Product inspections, sorting and/or return or recall actions, disposition of defective Product, defective Product storage, additional shipping costs for the return of the Defective Product, Product replacement costs and expense to remove and replace Defective Product (including airfreight if justified by Buyer’s customer commitments). These Terms and Conditions apply to any repaired or replacement Products provided by Seller hereunder. The warranties are cumulative and in addition to any warranty provided by law or equity.
15. Payment. A separate invoice must be rendered for each shipment under any Order. Seller shall submit the invoice in accordance with Buyer’s standard policy then in effect to Buyer within a business day of shipment. Buyer shall pay all undisputed properly invoiced amounts due to Seller the later of (x) Seller’s terms or (y) within thirty (30) days after Buyer’s receipt. Without prejudice to any other right or remedy, Buyer reserves the right to set off at any time any amount owing to it by Seller under any Order.
16. Insurance. Seller agrees to, at its own cost, obtain and maintain in effect commercial general liability insurance (including product liability and completed operations) in amounts consistent with other supplier’s in its industry that names Buyer, its affiliates and subsidiaries as additional insureds with coverage of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate. Further, Seller shall maintain Workers Compensation Coverage at statutory limits as applicable in any jurisdiction(s) in which Seller conducts business. Upon Buyer’s request, Seller shall cause its insurer to deliver insurance certificates to Buyer. If a subcontractor is used in performance of this Agreement, all aforementioned insurance provisions shall apply to the subcontracting entity.
17. Termination. Buyer may terminate this Order, with or without cause, as to items that have not yet been shipped, by written notice to Seller at least two weeks prior to the delivery date requested in the Order. This Order is subject to cancellation at Buyer’s option if not filled by the delivery date in the Order.
18. General Provisions.
19. Entire Agreement. Any other documents referred to in these Terms and Conditions are fully incorporated herein by reference and form an integral part of any Order. In the event of any inconsistency or conflict between the terms in the body of these Terms and Conditions and any other documents, including the terms of the front page of any Order, or any applicable programs or policies, the terms regarding the description of the Products, Product Specifications, quantity, delivery and price set on the front page of any Order shall take precedence over the body of these Terms and Conditions and the terms set forth in the body of these Terms and Conditions shall, unless otherwise expressly provided on the front page of any Order, take precedence over any attachments or other documents, or programs or policies applicable to Seller. Buyer expressly rejects any additional, inconsistent or different terms and conditions which appear in any quotation, shipping document, invoice, acknowledgement, or other document provided by Seller. The applicable Order, including these Terms and Conditions, constitutes the sole and entire agreement of the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, both written and oral, with respect to the Order. These Terms and Conditions shall supersede any and all other agreements that have been executed between Buyer and Seller with respect to the applicable Order, unless otherwise agreed to in writing by both parties. No modification of these Terms and Conditions with respect to any Orders placed shall be of any force or effect unless reduced to writing and signed by both parties.
20. Assignment and Subcontracting. Any assignment of these Terms and Conditions or any rights or obligations under these Terms and Conditions by Seller without the prior written consent of Buyer shall be null and void. Any consent to assignment shall be deemed to include a requirement that the assignor agrees to honor any warranty previously provided under any fulfilled Order and honor any outstanding warranty claims of Seller to Buyer.
21. Confidentiality. In the course of performing its obligations under this Order, each party (as the “Receiving Party”) may have access to the other party’s (as the “Disclosing Party”) non-public, confidential, or proprietary information (collectively “Confidential Information”). Confidential Information  includes, without limitation, Specifications, drawings, samples, client lists, confidential information of customers of the Disclosing Party, plans, business operations, pricing, or other business information, whether oral or written in electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”. The Receiving Party shall use the Disclosing Party’s Confidential Information solely for purposes of performing its obligations or exercising its rights related to the Order and shall not disclose or otherwise use Disclosing Party’s Confidential Information except upon Disclosing Party’s prior written consent. Upon Disclosing Party’s request, Receiving Party shall promptly return all documents and other materials received from Disclosing Party. Disclosing Party shall be entitled to seek injunctive relief for any violation of this Section. This Section shall not apply to information that is (a) in the public domain (b) known to the Receiving Party at the time of disclosure, or (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party.
22. Force Majeure. Neither party hereto shall be liable to the other for default or delay in performing its obligations hereunder if caused by fire, strike, riot, war, act of God, governmental order or regulation, and/or any other similar or different occurrence beyond the reasonable control of the party so defaulting or delaying (each an “Event”). No payment shall be made by Buyer to Seller for any expenses incurred by Seller by reason of such default or delay. Should such an Event occur, however Seller shall not be excused from performance of its obligations under these Terms and Conditions until it has utilized reasonable efforts to perform its obligations. Except as otherwise provided in the Agreement, Buyer will be assured a first priority share of available Product (percentage to be agreed upon between Buyer and Seller based on market conditions and opportunity assessment). In the event Seller cannot supply sufficient Products to meet Buyer’s requirements hereunder on account of an Event, Buyer shall be released from any obligation hereunder to purchase Products from Seller while such Event continues. Notwithstanding the above, in the event that the Seller’s inability to perform its obligations continues for more than fifteen (15) days or is projected to continue for fifteen (15) days or more after notification of the Event, Buyer shall have the right, in its sole discretion, to terminate its obligations under these Terms and Conditions, including those for any outstanding Orders, upon prompt written notice, without penalty for such termination.
23. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture, employment or other relationship between the parties and neither shall have the authority to contract for or bind the other party in any manner whatsoever.
24. Compliance with Law and Buyer Policies. Seller must comply with all applicable federal, regional, and local laws and regulations including, but not limited to applicable labor, health, food, safety, environmental related laws, rules, ordinances and regulations, all laws applicable to the manufacture, assembly, sale, storage, disposal, shipment, packaging, and labeling of the Products, licensing, permitting, and all applicable building and safety codes, laws and regulations. Seller will cause its employees, independent contractors and subcontractors, if any, to comply with all applicable rules of conduct of Buyer. Each shipment of Product under Orders will be deemed to be Seller’s certification that such Product shipped and their manufacture complies with all applicable laws and applicable Buyer rules of conduct.
25. Waiver. No waiver by any party of any of the provisions of these Terms and Conditions shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise or delay in exercising any right shall operate or be construed as a waiver thereof.
26. Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Missouri, U.S.A., excluding: (a) its conflicts of laws principles; and (b) the United Nations Convention on Contracts for the International Sale of Goods.
27. Construction. Should any provision of the Order be held to be void, invalid or unenforceable, the remaining provisions shall not be affected and shall continue in full force and effect as though such unenforceable provision(s) had never been included.
28. Survival. Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms and Conditions.
29. Notices. Any notice or communication provided for hereunder (each a “Notice”) is required to be in writing and will be deemed given and received (a) upon delivery, if delivered personally, by email transmission or by a reputable overnight courier (with all fees prepaid).  Except as otherwise provided in these Terms and Conditions, a Notice is effective only (a) upon deemed receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.