Terms & Conditions

STERICUBE SURGICAL SYSTEMS, LLC

General Terms and Conditions

1. Applicability. These terms and conditions (these “Terms”) apply to purchase orders (each, a “Purchase Order” and, collectively, “Purchase Orders”) submitted by SteriCUBE Surgical Systems, LLC (“SteriCUBE”) to a third-party supplier (“Supplier” and, together with SteriCUBE, the “Parties”) for goods supplied (“Goods”) and/or services rendered (“Services”), as applicable, by Supplier (collectively, “Goods and/or Services”). The terms of any applicable Purchase Order and these Terms (collectively, this “Agreement”) comprise the entire agreement between the Parties and supersede all prior or contemporaneous agreements, arrangements, contracts, discussions, negotiations, representations and warranties, whether written or oral, between the Parties. In the event of any conflict between these Terms and the terms of a Purchase Order, these Terms shall govern and control. Additionally, this Agreement prevails over any of Supplier’s general terms and conditions regardless of whether or when Supplier has submitted its general terms and conditions to SteriCUBE. For the avoidance of doubt, SteriCUBE’s submission of a Purchase Order does not constitute SteriCUBE’s acceptance of any of Supplier’s general terms and conditions and does not serve to modify or amend these Terms.
2. Goods and/or Services. Supplier shall provide the Goods and/or Services to SteriCUBE as described in the applicable Purchase Order in accordance with these Terms.
3. Performance. Supplier shall use its best efforts to meet any deadlines or other performance dates specified in a Purchase Order. Supplier acknowledges and agrees that time is of the essence with respect to fulfilling a Purchase Order.
4. Supplier’s Obligations. Supplier shall (a) cooperate with SteriCUBE in all matters relating to the supply of Goods and/or the rendering of Services and provide such reasonable access to Supplier’s facilities as may be requested by SteriCUBE; (b) respond promptly to any SteriCUBE request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for the supply of Goods and/or the rendering of Services in accordance with the requirements of this Agreement; and (c) obtain and maintain all necessary authorizations, consents, licenses, and permits for, and comply with all federal and state laws and regulations applicable to, the supply of Goods and/or the rendering of Services.
5. Supplier’s Acts or Omissions. If SteriCUBE’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Supplier or its directors, managers, officers, employees, agents, subcontractors, consultants, or other representatives (collectively, “Representatives”), SteriCUBE shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Supplier or any other individual or entity.
6. Change Orders. If either Party wishes to change a Purchase Order, it shall submit details of the requested change to the other Party in writing. Thereafter, the Parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither Party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 23.
7. Fees and Expenses; Payment Terms; Interest on Late Payments. In consideration of the payment by SteriCUBE for the Goods and/or Services and the rights granted to Supplier under this Agreement, Supplier shall pay all of the costs, expenses and fees set forth in the Purchase Order relating to the supply of Goods and/or the rendering of Services. Supplier also agrees to reimburse SteriCUBE for all reasonable travel and out-of-pocket expenses incurred by SteriCUBE in connection with any visits made by SteriCUBE and its directors, managers, members, officers, employees and/or agents, as applicable, to Supplier’s facilities pursuant to Section 4(a). If and only if Supplier has complied in full with this Agreement in the supply of Goods and/or rendering of Services, SteriCUBE shall pay all invoiced amounts due to Supplier for the Goods and/or Services within sixty (60) calendar days of the date of Supplier’s invoice. Each Party shall make all payments hereunder in U.S. dollars.
8. Taxes. Supplier shall be responsible for all taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any monetary amounts received by Supplier from SteriCUBE hereunder in consideration for the supply of Goods and/or the rendering of Services.
9. Intellectual Property. Any and all current and future intellectual property rights of SteriCUBE, including copyrights, patents, patent disclosures, inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, trade dress, trade names, logos, corporate names, domain names, derivative works, and all of the goodwill associated therewith (collectively, the “Intellectual Property Rights”), shall continue to be owned solely by SteriCUBE. SteriCUBE does not hereby grant Supplier any rights whatsoever in, to or under the Intellectual Property Rights.
10. Confidential Information. All non-public, confidential and/or proprietary information of SteriCUBE, including, but not limited to, the Intellectual Property Rights, information pertaining to the business operations and strategies of SteriCUBE, and information pertaining to the customers, pricing, and marketing of SteriCUBE and its products (collectively, “Confidential Information”), disclosed or made available by SteriCUBE to Supplier, whether disclosed orally or disclosed or made available in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this Agreement is confidential, and shall not be disclosed, made available or copied by Supplier without the prior written consent of SteriCUBE which may be withheld by SteriCUBE for any or no reason whatsoever. Supplier agrees to use the Confidential Information only in connection with the supply of Goods and/or the rendering of Services, and Supplier shall be responsible for any breach of this Section 10 by its Representatives. SteriCUBE shall be entitled to injunctive relief for any violation of this Section 10 without the need to post bond or prove monetary damages.
11. Representations and Warranties. Supplier represents and warrants to SteriCUBE that, in the case of Goods, such Goods shall be delivered in good working condition, and, in the case of Services, such Services shall be rendered in a diligent, professional and workmanlike manner that utilizes a commercially reasonable degree of care and that complies in full with applicable law and relevant industry standards.
12. Termination. In addition to any remedies that may be provided under this Agreement, SteriCUBE may terminate this Agreement with immediate effect upon written notice to Supplier, if Supplier (a) fails to supply Goods or render Services under this Agreement and such failure continues for ninety (90) calendar days after Supplier’s receipt of written notice of nonpayment, (b) has otherwise breached, or has not otherwise performed or complied with, any of the terms of this Agreement, in whole or in part, or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
13. Insurance. During the term of this Agreement and for a period of twelve (12) months thereafter, Supplier shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $5,000,000 with financially sound and reputable insurers. Upon SteriCUBE’s request, Supplier shall provide SteriCUBE with a certificate of insurance from Supplier’s insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name SteriCUBE as an additional insured. Supplier shall provide SteriCUBE with at least thirty (30) calendar days’ advance written notice in the event of a cancellation or material change in Supplier’s insurance policy. Except where prohibited by applicable law, Supplier shall require its insurer to waive all rights of subrogation against SteriCUBE’s insurers and SteriCUBE.
14. Waiver. No waiver by SteriCUBE of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by SteriCUBE. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
15. Assignment. Supplier shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of SteriCUBE which may be withheld for any or no reason whatsoever. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation shall relieve Supplier of any of its obligations under this Agreement.
16. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
17. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, whether express or implied, is intended to or shall confer upon any other individual or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
18. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.
19. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal or state courts of the State of Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
20. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth in the Purchase Order or to such other address that may be designated by the receiving Party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section 20.
21. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
22. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Intellectual Property, Confidential Information, Relationship of the Parties, Governing Law, Submission to Jurisdiction, Notices and Survival.
23. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each Party.