Terms & Conditions

Unless otherwise expressly consented to in writing by the President of Jade Precision Medical Components (“JPMC”), Customer’s
acceptance of JPMC’s Quote is limited to, and made conditional on, Customer’s acceptance of the following terms and conditions.

1. JPMC guarantees the product it manufactures for Customer to be free from defects in workmanship and material. JPMC’s obligation under
this guarantee is limited to repairing or exchanging any defective part if the part is returned, transportation prepaid, within a period of 90 days after shipment. The replacement parts carry a guarantee for the balance of the product’s period of guarantee. This guarantee is void as to any product which has been subjected to misuse, accident, damage in handling or transit, or which, in the opinion of JPMC, has been altered or repaired in a way that affects the reliability or performance of the product.

2. There are no warranties, expressed or implied, other than as specified herein, and JPMC has made no representations and has, and shall have, no obligations or liabilities, whether on account of negligence or otherwise. JPMC shall not be liable to Customer for (a) losses, damages or injuries to persons (including death) or to property of whatsoever kind occasioned by or growing out of the installation, maintenance, use, non-use, repair, replacement, or delay in delivery of the product covered hereby, or arising in connection with any method or process for which the same may be employed, or (b) direct or indirect special or consequential damages or for loss of profits, which may be sustained by Customer in connection with engaging JPMC to provide material or equipment, including any damages alleged to arise from JPMC’s being unable for any reason to deliver product as agreed upon.

3. Any agreement as to delivery of product at a specific time is contingent upon receipt of full instructions and information and Customer’s full cooperation, all of which will enable JPMC to immediately start work effort.

4. Prices are F.O.B. shipping point, which shall be Huntingdon Valley, PA unless otherwise specified.

5. If shipment is prepaid at the request of the Customer, JPMC reserves the right to invoice the product upon shipping; shipping costs will then be added as made available from the shipper.

6. In addition to the purchase price, Customer shall pay, or upon receipt of invoice from JPMC, shall reimburse JPMC for all sales, use, occupation, gross income, excise, documentary stamp, and other taxes, duties, tariffs, license fees and other charges levied, assessed or imposed on Customer, or on the product provided by JPMC under applicable law, or otherwise required to be collected by JPMC, by reason of or on account of the delivery, purchase, or sale of any product as contemplated by this contract or the execution of this contract.

7. Quotes based upon material prices are as of the date of issue. JPMC reserves the right to pass along material increases at any time upon 15 days’ notice. The quoted price and delivery is valid for 15 days.

8. Any product and mold designs, concepts and sketches, special tooling, fixturing, processes or equipment developed and/or created by JPMC in support of Customer quotes and orders shall remain the property of JPMC.

9. JPMC retains full ownership and control of all ideas, inventions, designs and drawings developed by JPMC in connection with the manufacture and supply of products which may include, without limitation, 3-D models, mold design details and CAD files.

10. In the event this quote is for the purchase of products produced with Customer owned tools or equipment, the Customer is solely responsible for all maintenance and spare parts unless otherwise agreed upon in writing by the President of JPMC.

11. The Customer agrees to indemnify JPMC against any losses, claim, fees or any other expense in connection with the sale or use of the products manufactured by JPMC for Customer. The Customer will hold JPMC harmless for any and all such claims, including defense costs.

12. JPMC shall not be liable for any delay in, or inability to complete, the manufacture and delivery of the product on account of labor difficulties, fires, casualties and accidents, acts of God, acts of the public enemy, transportation difficulties, inability to obtain equipment, materials or qualified labor sufficient to fill the orders, governmental interference or regulations, and other causes beyond JPMC’s control. If by reason of any of the foregoing events or conditions shipment is delayed more than one year beyond the period specified herein, either party may terminate this contract by written notice to the other.

13. Prices shown are standard to Industry and U.S. Government for a like quantity and model.

14. No material shall be returned without authorization and shipping instructions first being obtained from JPMC. Unless JPMC specifically and expressly agrees otherwise, freight forwarding, transportation and any other associated shipping costs and custom clearance charges shall be paid by the Customer.

15. Upon receipt of written cancellation notice from the Customer for all or part of an accepted order, JPMC will arrange to stop all work on the products cancelled as promptly as reasonably possible and Customer will be invoiced for and pay to JPMC as liquidated damages the cancellation charge computed on the basis of fifteen (15) % of the selling price for the items cancelled, plus the full cost to JPMC for all labor, supplies and materials, engineering work, services, and all commitments made by JPMC for these products, up to the time of receipt of notice to cancel, less credit similarly computed for all standard items which can be used at the time of cancellation to fill another order.

16. JPMC maintains an open house policy and affords right of entry to customers and regulatory agencies for the purpose of source inspection or the satisfaction of other purchase order requirements.

17. In the event of a conflict between these terms and conditions and the Purchaser’s terms and conditions or acknowledgement, the Purchaser agrees that the JPMC terms and conditions will prevail unless agreed to in writing by the President of JPMC. JPMC expressly objects to any different or additional terms contained in Purchaser’s terms and conditions or acknowledgement.