GENERAL : T hese general terms and conditions of sale (“Terms and Conditions”) exclusively w ill govern the sale by BD Medical,
Pharmaceutical Systems US (a business unit w ithin the BD
Medical Segment of BECTON, DICKINSON AND COMPANY , hereinafter referred to as “
BD
”) of all products and services
(“Products” and “Services,” as applicable) to Buyer. No addition or modification of these Terms and Conditions w ill be binding on
BD unless agreed to in w riting signed by an authorized representative of BD. BD objects to other terms and conditions that may be proposed by the Buyer. Acceptance by BD of
B uyer’s purchase order(s) is expressly conditioned on Buyer’s assent to all of the Terms and Conditions contained herein. and purchased under the ter ms set forth herein. Any required U.S. and non-U.S. government authorization must be obtained prior to shipment, and diversion contrary to U.S. and non-U.S. law is prohibited. By ordering these Products from BD, the recipient agrees to comply fully w ith all applicable export control law s and regulations of the United States and applicable foreign governments, and expressly assumes responsibility for determining w hether a subsequent transaction requires
U.S. and non-U.S. government authorization and, if so, for obtaining such authorization before shipping or otherw ise transferring the Products to another party.
CUSTOMER TESTING AND VALIDATION: Buyer is solely responsible for evaluating the appropriateness of the Products and
Services for Buyer
’s intended use, including any such use w ith
Buyer ’s or third party’s compounds or other materials comprising part of Buyer
’s processes, components and products, and Buyer is further solely responsible for validating the Products w ith respect to all uses, materials and processes.
Buyer shall not know ingly use, resell or distribute any BD Product directly or indirectly for the development, production or proliferation of w eapons of mass destruction (nuclear, chemical, or biological) or missile delivery systems, and/or for terrorist activities.
WARRANTY AND LIMITATION OF LIABILITY: BD represents and w arrants that at the time BD ships the Products or performs
Services, such Products or Services, as the case may be, shall meet the BD specifications relating thereto and shall be free from rightful claim of third parties for infringement of patent, copyright or trade secret. The foregoing w arranty shall be void if the Products have been misused, neglected, improperly handled, altered, abused or used for any purpose other than the one for w hich they w ere manufactured or if the Products’ failure to conform to the foregoing w arranty w as due in w hole or in part to other conditions beyond the control of BD. THE WARRANTY SET FORTH IN
THIS PARAGRAPH IS EXCLUSIV E REGARDING THE
PRODUCTS AND IN LIEU OF ALL OTHER WARRANTIES
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULA R PURPOSE. ALL OTHER WARRANTIES
WHETHER EXPRESS OR IMPLIED BY STATUTES OR
OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED.
BD’s liability in connection w ith the Products and the supply thereof shall be limited to the repair or replacement of such
Products or the return of the purchase price for such Products at
BD’s discretion. Buyer agrees that BD is not responsible for any indirect, consequential, or business damages (including w ithout limitation, loss of profit or use), w hich may be suffered as a result of BD’s breach of any contract, representation, or w arranty or as a result of your sale or the use of the Products. Buyer further agrees that BD shall not be liable for any damages that may result from a force majeure, w hich shall include acts of God, acts of the public enemy, w ar, terrorism, insurrections, riots, injunctions, embargoes, fires, explosions, floods, or other unforeseeable causes beyond the reasonable control, and w ithout the fault or negligence of, BD.
INDEMNIFICATION: Buyer shall indemnify and hold harmless BD, its affiliates, directors, officers, employees and agents from and against any suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) in connection w ith any suit, demand or action by any third party to the extent such suit, demand, or action arises out of or results from its use or sale of the Products purchased by buyer from BD, except to the extent that such suit, demand or action arises out of the failure of such
Products to meet the w arranty set forth above.
EXPORT LAW COMPLIANCE: U.S. law regulates the export, re-export or other transfer of the Products that are sold by BD
ORDERS: All orders must be in w riting and include an order number, a full and accurate description of each Product ordered
(e.g. sterile or non-sterile, w ith or w ithout needle, rubber formulation of plunger stoppers, tip caps or needle shields, material, size and color of plunger rods, and any other relevant information), the quantity of each Product ordered, the pric e quoted by BD, the requested delivery date and the delivery and invoicing address for the Products ordered. BD part numbers should also be included for all Products w henever possible. BD shall not be liable for any shipment error caused by incorrect or incomplete information provided w ith the order. The order shall not be deemed accepted until confirmed by BD. No confirmed order may be cancelled or changed w ithout the prior w ritten approval of BD.
DELIVERY: BD shall deliver Products to Buyer EXW
(Incoterms 2010) BD facility. Title to Products shipped by BD for a given Purchase Order and risk of loss or damage shall pass to Buyer upon delivery to the common carrier. Buyer shall specify in the applicable purchase order the destination for each shipment. The quantity shipped may vary w ithin +/-10% of the confirmed order. No provision on Buyer’s purchase order
(including any Purchase Orders accepted hereunder) w hich may purport to impose different or additional conditions than those provided herein shall be of any force or effect.
PRICING: Unless otherw ise indicated, prices on BD quotations are per thousand units. Prices prevailing at time of shipment. Prices are subject to annual changes due to fluctuations in material or component prices or other market conditions.
PAYMENT TERMS: Net 30 days from date of invoice. A monthly service charge of 1.5% w ill be added to all past due balances.
WAREHOUSING : Customer requests to delay shipments more than 60 days may result in inventory carrying charges of 1.5% per month.
GOVERNING LAW AND JURISDICTION: This agreement and all disputes arising hereunder and/or related to the BD
Products purchased by buyer w ill be governed by and interpreted in accordance w ith the internal law s of the State of
New Jersey w ithout giving effect to the principles of conflict of law s. The parties hereby consent to and agree that the United
States Federal Courts for the District of New Jersey, and State
Courts of New Jersey, shall have the sole and exclusive jurisdiction to resolve all such disputes. The parties hereby w aive any objection to such sole and exclusive jurisdiction.