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 Procurement Purchase Order Terms and Conditions

ACCEPTANCE

These terms and conditions are the exclusive binding agreement between the parties covering the purchase of the products and services ordered and are accepted by acknowledgment and/or commencement of performance. THIS ORDER CAN BE ACCEPTED ONLY ON THESE TERMS AND CONDITIONS. ADDITIONAL OR DIFFERENT TERMS PROPOSED BY SELLER ACKNOWLEDGMENT HEREOF WILL NOT BE APPLICABLE UNLESS ACCEPTED IN WRITING BY THE BUYER. ACCEPTANCE OF THE PRODUCTS OR SERVICES DELIVERED UNDER ESCO PURCHASE ORDER SHALL NOT CONSTITUTE ACCEPTANCE OF SELLER TERMS AND CONDITIONS. No change, modification, or revision of Purchase Order shall be effective unless in writing and signed by the buyer's daily authorized purchasing representative, or officer. Additional terms and conditions specifically provided herein, the terms and conditions provided on the Purchase Order shall prevail.

PRICE AND PAYMENT

Price and Payment
Seller shall sell to ESCO Bioengineering the goods ("Goods") or services ("Services") shown on the face of Purchase Order at the prices specified. Any forecasts provided by ESCO Bioengineering were provided as an accommodation to the Seller and shall not constitute a commitment of any type by ESCO Bioengineering. Except as otherwise provided in this Order, prices are exclusive of applicable freight charges and duties.

Taxes
ESCO Bioengineering shall be responsible for any applicable sales taxes, provided Seller has submitted appropriate information or documentation to allow ESCO Bioengineering to recover such taxes as appropriate. ESCO Bioengineering shall include such taxes with the payment or provide Seller with the appropriate information or documentation to support exemption from such taxes. ESCO Bioengineering has no other or further liability to Seller with respect to any tax, duty, and levy or like imposition for which Seller may be liable as a result of supply of Goods and Services.

Non-Acceptance
Payment by ESCO Bioengineering shall neither constitute acceptance of the Goods and Services nor impair ESCO Bioengineering's right to inspect such Goods or Services or invoke any available remedies.

SHIPMENT AND DELIVERY

Shipment Terms
Seller shall ship goods in the method identified by ESCO Bioengineering to permit Seller to meet the delivery date(s) identified by ESCO Bioengineering on the face of Purchase Order ("Delivery Date"). If Seller ships by any other method, Seller shall pay any resulting increase in the cost of freight. Except as specified below, shipments of Goods shall be FCA (as that term is defined in the Incoterms 2000 handbook) Seller's place of shipment/export, and title and risk of loss or damage, shall pass from Seller to ESCO Bioengineering upon Seller's delivery of the goods designated carrier at the place of shipment/export. If ESCO Bioengineering agrees to pay for the applicable freight charges and duties as part of the purchase price, shipment shall be DDP, and title and risk of loss or damage shall pass from Seller to ESCO Bioengineering upon Seller's delivery of Goods to the "Ship To" address identified by ESCO Bioengineering on the face of Purchase Order.

Packaging
Seller shall handle, pack, and package the Goods so as to protect the Goods from loss or damage, in conformance with good commercial practice, ESCO Bioengineering specifications, government regulations (including those applicable to chemicals and hazardous materials) and other applicable requirements. Without limiting the generality of the foregoing sentence, Seller shall use packaging materials, including pallets, that are free of pests and comply with all applicable regulations regarding Solid Wood Packing Materials; Seller shall use recycled or reusable packaging materials and minimize the number of different types of packaging materials whenever possible; and Seller shall comply with all applicable regarding packaging, recycling re-use and return, and furnish to ESCO Bioengineering, upon request, information or documentation of Seller's compliance. Seller shall be responsible for any such loss or damage due to its failure to handle, pack and package the Goods in a proper and lawful manner; ESCO Bioengineering shall not be required to assert any claims for such loss or damage against carrier involved. In each shipment, Seller shall include a packing list that contains the following: (a) this Order number; (b) the Esco part number; (c) the quantity shipped; and (d) the date of shipment. The information on the packing list must agree with the information on the Seller's invoice.

Prospective Failure
Failure to meet the Delivery Date specified on the face of Purchase Order shall constitute a breach of this Order. Seller shall give ESCO Bioengineering notice of any prospective failure to ship Goods or provide Services in time to meet Delivery date. If only a portion of Goods is available for shipment to meet Delivery Date, Seller shall ship the available Goods unless directed by ESCO Bioengineering to reschedule the shipment. If only a portion of the Services can be performed on the Delivery Date, Seller shall perform such Services unless directed by ESCO Bioengineering to reschedule performance. Partial deliveries shall be deemed late shipments and considered complete only when all Goods and Services have been shipped. Notwithstanding the above, upon Seller's notice of any prospective failure to ship Goods or provide Services in time to meet the Delivery Date, ESCO Bioengineering reserves the right to terminate the Order and any subsequent Orders without any charge or liability.

Late Shipment
If, due to Seller's failure to ship Goods in a timely manner, the identified method of transportation would not permit Seller to meet the Delivery Date, Seller shall ship the Goods by air transportation or other means acceptable to ESCO Bioengineering and shall pay for any resulting increase in cost of freight.

Early Shipment
If ESCO Bioengineering receives any shipment more than three working days prior to the Delivery Date, ESCO Bioengineering may return the Goods or delay processing the corresponding invoice until the Delivery date.

Non-complying Goods
Seller shall be responsible for all risk and expenses, including transportation charges, associated with (a) the return of all Non-complying Goods, over shipments and early shipments returned by ESCO Bioengineering to seller; and (b) the shipment to ESCO Bioengineering by Seller of all repaired, replacement and reworked Goods.
CHANGES

Change or Cancellation
ESCO Bioengineering may, without charge or liability, change or cancel any portion of this Order, provided ESCO Bioengineering gives Seller notice (a) for customized Goods or Services (i.e., supplied exclusively in accordance with ESCO Bioengineering's designs or specifications), at least thirty (30) calendar days prior to Delivery Date; and (b) for all other Goods or Services at any time prior to shipment.

Design or Specification Changes
ESCO Bioengineering may, without any change, effective upon notice to the Seller, ESCO Bioengineering's designs or specifications at any time prior to shipment of corresponding Goods or receipt of corresponding Services. If any such change directly affects the prices or delivery schedules of Goods or Services, an equitable adjustment may be made, if Seller makes a written claim for an adjustment within 30 days of ESCO Bioengineering's notice prior to the shipment of the Goods or provision of Services and provided that such equitable adjustment is documented in writing signed by authorized representatives of both parties. If, after reasonable and good-faith efforts, the parties are unable to agree upon the amount of the adjustment, ESCO Bioengineering may terminate, without any change or liability, this Order as to all Goods and Services affected.

No Process or Design Changes
Seller shall not, with any prior to written consent of ESCO Bioengineering, make any process or design changes affecting the Goods.

QUALITY AND WARRANTY

Conformance Defects and Liens
Seller warrants that all Goods and Services shall (a) conform strictly to the specifications, design criteria, descriptions, drawings, samples, and other requirements described or referenced in this Order or provided by Seller; (b) be free from defects in design, materials, and workmanship; and (c) be free if all liens, encumbrances and other claims against title.

Non-infringement Warranty
Seller warrants that all Goods and Services shall not infringe any patent, trademark, copyright, trade secret or other intellectual property right of a third party.

General Warranties
Seller warrants that (a) Goods are new and do not contain any used or reconditioned parts or materials, unless otherwise specified or approved by ESCO Bioengineering; and (b) all Services shall be performed in a professional manner.

Duration of Warranties
Seller's warranties of conformance, defects and liens shall be in effect for the longer of either (i) Seller's normal warranty period, or (ii) one year following the date of acceptance of the Goods or Services by ESCO Bioengineering. All other warranties provided by Seller under ESCO Bioengineering Purchase Order shall be in effect perpetually.

Quality Documents
Seller should ensure that all materials supplied should be accompanied with the appropriate Quality Documents (Certificate of Analysis, Certificate of Conformance, Certificate of Quality).

Seller must comply with the below minimum requirements:

Drawing requirements of the product supply to ESCO Bioengineering.
Quality requirements which issue to the Seller by ESCO Bioengineering (ex: visual inspection criteria, products quality requirements etc.) After First Article approval, Seller must not make any changes in their process and materials without prior written approval from ESCO Bioengineering. Changes such as:
Process Changes (such as plating method, process control parameter, environment, etc.)
Material Changes (direct and or any indirect or process additive substance materials which may or may not specify in the drawing)
Location Changes (change of manufacturing location which includes sub-contractors process).
Seller must not supply or used any counterfeit components or recycled components or materials on any products or materials supplied to ESCO Bioengineering. Sellers are fully responsible for the source of the components are from the proper materials and authorized channel, and all the transaction documents are required to be file as proof of purchase from the proper and authorized channel at Seller premises.
Seller must take the initiative in improving the product qualities DPPM (Defect Part Per Million) towards zero DPPM.
Any violation to the above items, Seller should compensate to ESCO Bioengineering the below losses incurred.

Government penalties and fines.
Losses claim by ESCO Bioengineering’s customer to ESCO Bioengineering.
Customer complaints handling and administration fees.
Defect verification cost.
Sorting and rework cost.
Freight handling cost.
INSPECTION

All products purchased hereunder shall be subjected to inspection and test by ESCO Bioengineering to the extent practicable at all times and places during and after the period of manufacture and, in any event prior to final acceptance. If inspection or test is made by ESCO Bioengineering on Seller's premises. Seller, without additional charge, shall provide all reasonable facilities and assistance for the safety and convenience of ESCO Bioengineering's inspectors. No inspection or test made prior to final acceptance shall relieve the Seller from responsibility for defects or other failures to meet the requirements of this order.
In case any product is defective in material of workmanship, or otherwise not in conformity with the requirements of this order, ESCO Bioengineering shall have the right either to reject it, require its correction, or conditionally accept it. ESCO Bioengineering reserves the right to return such conditionally accepted products for credit, within a reasonable period after receipt, if ESCO Bioengineering determines that such products are unsuitable for its purpose. Any product which has been rejected or required to be corrected shall be replaced or corrected by and at the expense of the Seller promptly after notice. If, after been requested by ESCO Bioengineering, Seller fails to promptly replace or correct any defective product within the delivery schedule, ESCO Bioengineering may:
at its option, by contract or otherwise replace or correct such product and charge the Seller the cost occasioned thereby.
without further notice terminate this order for default in accordance with the clause herein entitled "Termination for default"
utilize the defective product and require an appropriate reduction in price.
Notwithstanding any prior inspection or payment hereunder, all products shall also be subjected to final inspection and acceptance at ESCO Bioengineering's premises within a reasonable time after delivery. The Seller shall provide and maintain an inspection system which is acceptable to ESCO Bioengineering. Records of all inspection work shall be kept complete and available to ESCO Bioengineering during the performance of Purchase Order and for such further period as ESCO Bioengineering may determine.
LICENSE

License Grant
If Goods include software, Seller grants to ESCO Bioengineering a non-exclusive, royalty-free, worldwide license to use, import, reproduce and distribute the software in object code form for internal use directly or as integrated into ESCO Bioengineering products. Seller also grants to ESCO Bioengineering a non-exclusive, royalty-free, worldwide license to use, import, reproduce and distribute and offers for sale any copies of the software purchased that remain in the original shrink-wrapped packaging. If Goods include documentation, Seller grants ESCO Bioengineering a non-exclusive, royalty-free, worldwide license to use, import, are in addition to, and shall not limit or prepare derivative works in ESCO Bioengineering's name all documentation furnished by Seller. ESCO Bioengineering may reproduce such documentation without Seller's logo or other identification of source, subject to affixing copyright notices to all copies of documentation, and Seller hereby waives and shall cause to be waived all applicable moral rights with respect to such documentation. These rights with respect to software and documentation shall extend to (a) third parties to use and reproduce the Goods for ESCO Bioengineering's internal use; (b) third-party channels of distribution.

BREACH

Breach by Seller
If Seller breaches any provision of this Order, ESCO Bioengineering may terminate the whole part or any part of this Order, unless Seller cures the breach within ten (10) working days after receipt of ESCO Bioengineering's notice of breach.

Definition of Breach
"Breach" shall, without limitation, include (a) any proceeding, whether voluntary or involuntary, in bankruptcy or insolvency by or against Seller; (b) the appointment, with or without Seller's consent, of a receiver or an assignee for the benefit of creditors; (c) Seller's failure to provide ESCO Bioengineering, upon request, with reasonable assurances of performance; or (d) any other failure by Seller to comply with the Order.

Termination
If ESCO Bioengineering terminates Purchase Order in whole or in part as provided, ESCO Bioengineering may procure, upon such terms and in such manner as ESCO Bioengineering deems appropriate, replacement goods or services, and Seller shall reimburse ESCO Bioengineering upon demand for all additional costs incurred by ESCO Bioengineering in purchasing such replacement goods or services.

Rights and Remedies
The rights and remedies granted to ESCO Bioengineering pertaining to the Purchase Order are in addition to, and shall not limit or affect, any other rights, or remedies available at law or in equity.

IMPORT/EXPORT REQUIREMENTS

General Compliance
Seller shall comply with all applicable import and export requirements, and shall furnish to ESCO Bioengineering, upon request, information, or documentation of Seller's compliance, as well as any other information or documentation required to enable ESCO Bioengineering to comply with such requirements applicable to its receipt of any Goods.

Certification
Upon ESCO Bioengineering's request, Seller shall provide ESCO Bioengineering an appropriate certification stating the country of origin for Goods, sufficient to satisfy the requirements of (a) the customs authorities of the country of receipt; and (b) any applicable export regulations.

Required Marking
All Goods shall be marked (or container shall be marked if there is no room on the Goods themselves or unless exempted from marking) with the country of origin.

Commercial Invoice
Seller shall issue a commercial invoice, containing, without limitation, the following information: invoice number, invoice date, name and address of shipper, name and address of Seller (if different from the shipper), name and address of the consignee, name and address of the buyer (if different from the consignee), a detailed description of the Goods, model number, serial number of Goods (if goods are serialized), ESCO Bioengineering assigned Harmonized Tariff Schedule (HTS) number for the destination country, order number, box number, total number of boxes, total box weight (in kilograms), country of origin, quantities in weight and measure of the country to which Goods are shipped, unit price of each Good, value of any customs assists, total invoice value, currency of the invoice, invoice type, Incoterms 2000 terms of sale, carrier name and bill of lading number. The invoice must be issued in the language required by the country to which Goods are shipped.

Importer of Record
If any Goods are imported, Seller shall when possible allow ESCO Bioengineering to be the importer of record, unless otherwise specified or approved by ESCO Bioengineering. If ESCO Bioengineering is not the importer of record and Seller obtains duty drawback rights to the Goods. Seller shall furnish to ESCO Bioengineering, upon request, information and documentation required by the customs authorities of country of receipt to prove importation and to transfer drawback rights to ESCO Bioengineering.

PAYMENT

All payments are made conditional upon acceptance by the Buyer of the articles called for the under ESCO Bioengineering Purchase Order. Invoice for tools will not be honored until production pieces are approved by ESCO Bioengineering's inspection Department.

MISCELLANEOUS

All payments are made conditional upon acceptance by the Buyer of the articles called for the under ESCO Bioengineering Purchase Order. Invoice for tools will not be honored until production pieces are approved by ESCO Bioengineering's inspection Department.

No assignment
Seller shall not assign its rights to obligations without ESCO Bioengineering's prior written consent. Any attempted delegation of assignment shall be void.

Waiver
The waiver of any term of condition of this Order must be in writing. No such waiver shall be constructed as a waiver of any other term or condition, nor as a waiver of any subsequent breach of the same term or condition.

Applicable Law and Jurisdiction
The validity, interpretation, and performance of the Order is governed by and shall be construed in accordance with the laws of the place where the contracting ESCO Bioengineering office is registered, without giving effect to any choice of law or conflict of law provision or rule, and specifically excludes the UN Convention on the International Sale of Goods. Any dispute arising out of or in connection with the Order shall be submitted to the exclusive jurisdiction of the courts of the country in which the contracting ESCO Bioengineering office is registered.

Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS EXPRESSLY PROVIDE OTHERWISE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. ON WITHSTANDING THE FOREGOING, SELLER SHALL BE RESPONSIBLE FOR ANY DAMAGES OF ANY KIND.

Non-restrictive Relationship
Nothing in this Order shall be construed to preclude ESCO Bioengineering from producing, distributing or marketing the same or similar goods or services as the Goods or Services provided under this Order or purchasing such same or similar goods or services from other third parties.

Severability
If a body of competent jurisdiction holds any term or provision of this Order to be invalid or unenforceable, such term or provision will be construed, limited or ,if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability, and the other provisions of this Order will remain in full force and effect.

Anti-bribery
ESCO Bioengineering sources for materials from all over the world to find the best and most suitable materials for production. ESCO Bioengineering seller selection process is purely based on the best combination of price, performance, quality and service. Our company policy prohibits individuals from accepting any favors of any kind and therefore influencing the decision-making process. We would like to make below agreements with sellers:

Seller must not violate any Applicable Anti-Bribery Law.
Seller has and must always implement adequate procedures designed to prevent it or any Associated Person from engaging in any activity which would constitute an offense under the Bribery Act or violate any Applicable Anti-Bribery Law.
Seller represents that, no improper financial or other advantage has been, will be or is agreed to be given to any person (whether working for or engaged by ESCO Bioengineering or any third party) by or on behalf of Seller or its Associated Persons.
Breach of any of the provisions in this agreement or of any Applicable Anti-Bribery Law is a material breach of seller cooperation Agreement, without prejudice to any other right, relief or remedy, entitles ESCO Bioengineering to terminate the cooperation immediately.
Seller agrees to fully cooperate with ESCO Bioengineering in its efforts to implement its internal policies against bribery and corruption.
Seller confirms that it has not, and covenants that it will not, in connection with the conduct of its business activities with or involving ESCO Bioengineering, promise, authorize, ratify or offer to make, or take any act in furtherance of any payment, contribution, gift, reimbursement or other transfer of anything of value, or any solicitation, directly or indirectly: (i) to any individual including government officials; or (ii) to an intermediary for payment to any individual including government officials; or (iii) to any political party; or (iv) to ESCO Bioengineering and any of its officers, employees, contractors, and other representatives, for the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, fraud, collusion, nepotism, and other forms of corruption.
Seller undertakes to immediately report to ESCO Bioengineering’s director or officer any actual or threatened violation of any of the provisions under this clause. 
Compliance with Applicable Sanctions

ESCO Bioengineering and the Seller shall each retain responsibility for its compliance with all applicable Sanctions. The Seller hereby acknowledges that: (i) ESCO Bioengineering shall not be required by the terms of the relevant contract, to be directly or indirectly involved in any activities that may be prohibited by applicable Sanctions; (ii) ESCO Bioengineering’s intent is to comply with all U.S., EU, UN, Australia, the UK, Singapore, and other Sanctions that might be applicable to ESCO Bioengineering or any of its Group Companies (the “Group”)]; and (iii) ESCO Bioengineering may take any actions that it deems appropriate for it to confirm compliance with applicable Sanctions and (iv) the Seller will not take any actions that would cause the Group or the Seller to violate any applicable Sanctions.

“Sanctions”  means economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by U.S. government authorities (including, but not limited to, the Treasury Department’s Office of Foreign Assets Control (OFAC), the U.S. Department of State and the U.S. Department of Commerce), the UN Security Council, the EU, Australia or the UK government, including Her Majesty’s Treasury.