Purchase Orders Terms and Conditions

  1. Agreement. This order is GaltNeedleTech™’s offer to the Supplier and becomes a binding contract, subject to the terms hereof, when accepted by acknowledgement or commencement of performance by the supplier. GaltNeedleTech objects to all additions, exceptions, or changes to these terms, whether contained in any printed form of the supplier or elsewhere, unless approved by GaltNeedleTech in writing. Supplier shall not subcontract to or permit third parties to perform the supplier’s obligations under this order, without GaltNeedleTech’s prior written consent. To the extent there are any inconsistencies between these terms and those written by GaltNeedleTech on the face of this or order, the latter will control.
  2. Orders. GaltNeedleTech may place standard, blanket, or standing orders for products from the Supplier in writing, either by fax or electronic mail, by specifying: (a) a description of the Products to be supplied by Supplier, (b) the price of such Products, (c) the period of time during which such prices are firm, (d) the specifications for the Products (“Specifications”), (e) the delivery location to which Supplier will provide Products, and (f) time periods during which the Products must be delivered(an “Order”). An Order shall be deemed accepted by Supplier unless otherwise indicated in writing by Supplier within ten (10) business days of the placement of the Order. Supplier shall use its best efforts to notify GaltNeedleTech as soon as possible in the event such Order is not acceptable.
    1. Standard Order. Standard orders are the primary means for obtaining goods and services. Orders are one time purchases with one expected delivery date. The terms set forth in a standard order shall be binding upon Supplier unless, the supplier notifies GaltNeedleTech within ten (10) business days after receipt of the order.
    2. Blanket Order. Orders which contain multiple delivery dates scheduled over a period of time (usually one year). GaltNeedleTech shall update Blanket Purchase Orders from time to time to reflect changes in the matters set forth therein. The terms set forth in a Blanket Purchase Order shall be binding upon Supplier unless, within ten (10) business days after receipt of the Blanket Purchase Order, Supplier notifies GaltNeedleTech in writing of the specific provisions of the Blanket Purchase Order to which Supplier objects.
    3. Standing Purchase Order. GaltNeedleTech may identify Products for which strategic purposes may have Suppliers agree to keep on hand the quantity of “KanBan Stock” (KanBan is a Japanese term meaning a visual signal that tells when to get or make more of something). This quantity is approximately one month demand of historical usage. When Supplier is required by GaltNeedleTech to maintain a “KanBan Stock”, GaltNeedleTech will accept responsibility for sixty (60) days of supplier stock that results from part or order deletions/cancellations relating to “KanBan Stock” under a Standing Purchase Order. The terms set forth in a Standing Purchase Order shall be binding upon Supplier unless, within ten (10) business days after receipt of the Standing Purchase Order, Supplier notifies GaltNeedleTech in writing of the specific provisions of the Standing Purchase Order to which Supplier objects.
  3. Delivery. Delivery shall not be complete until the Products have been actually delivered to and accepted by GaltNeedleTech. Material substitutions will be not accepted unless agreed to by the parties in writing. The Order must be shipped complete by the time frame established in the Order (partial shipments and partial payments shall be allowed if specifically called for under the Order). Supplier shall in the event of a delay or threat of delay, due to any cause in the production or delivery of the Product hereunder, immediately notify GaltNeedleTech and shall include with such notice all relevant information with respect to such delay or threatened delay.
  4. Price. The prices of the Products shall be as set forth on the Purchase Order and shall remain fixed for the period of time specified in the Purchase Order, unless agreed to by the parties in writing. An Order must not be filled at a higher price than shown on the Order. If no price is shown, Supplier must notify the GaltNeedleTech Medical Buyer who issued the Order of the price and his/her acceptance must be obtained in writing before filling the Order. The price shall not in any event be higher than the lowest price Supplier provides to any of Supplier’s other customers ordering similar quantities, after taking into consideration all rebates, discounts and allowances.
  5. Invoices. Supplier agrees to issue invoices referencing the below information. If an Order contains more than one item, Supplier’s invoice will make the proper reference.

    INVOICING INFORMATION:

    Provide the following level of itemization on all invoices:

    Product

    • Purchase Order Number
    • Lot number (where applicable)
    • Item number
    • Unit Price
    • Number of units purchased/shipped
    • Description of items (model, size, color, etc.)

    Services

      1. Invoice for Service(s) provided at an hourly rate
        • Number of hours used to perform each service
        • Hourly rate charged per each service
        • Complete description of each service provided
      2. Invoice for Service(s) provided for a fee (non-hourly basis)
        • Time frame Service(s) was performed (e.g. for period September 1-15, etc.)
        • Fee charged for Service(s)
        • Complete description of Service(s) provided

    Send invoices directly to the Accounts Payable address stated on the front of this Purchase Order. DO NOT send invoices to the SHIP TO address.

    Invoice each Purchase Order separately, referencing the Purchase Order number on the invoice. Invoices submitted without a valid Purchase Order number will be returned without processing.

    Include your complete remit-to name and address on all invoices.

    Please send only one copy of your invoice.

    Questions regarding payments, past-due amounts, or billing problems should be directed to the Accounts Payable department. Your account will be assigned to a particular person when you call. Please call 770-831-5137.

    All invoices shall be mailed to the address provided below:

    Theragenics Corporation
    5203 Bristol Industrial Way
    Buford, GA 30518

    Failure to comply with the above may result in delayed payment or returned invoices.

  6. Packaging Specifications. Supplier will package the Products in accordance with the requirements and specifications attached hereto as Schedule A (Packaging Specifications).
  7. Confidentiality. All specifications, documents, samples, or drawings delivered to Supplier by GaltNeedleTech , and any other non-public information GaltNeedleTech discloses to Supplier, shall be deemed Confidential Information and remains GaltNeedletech’s property. The Confidential Information is provided to Supplier solely for the purpose of Supplier’s performance of the Order and on the express condition that neither the Order nor the information contained therein or provided in connection therewith shall be disclosed to others nor used for any purpose other than in connection with the Order without GaltNeedleTech’s prior express written consent. Without limiting the generality of the foregoing, the recipient of Confidential Information shall indemnify and hold harmless the disclosing Party from any damage, loss, cost or liability (including reasonable attorneys’ fees) arising out of any breach by the recipient (or its affiliates, agents or representatives) of its obligations under this Section 7. In addition to any other remedies available in law or equity, the disclosing Party shall be entitled to temporary and permanent injunctive relief in the event of a breach under this Section 7. GaltNeedleTech reserves the right to request that Supplier return all such information to GaltNeedleTech or destroy it.
  8. Inspection/Evaluation. Supplier agrees that once per year or at any time that GaltNeedleTech has reason to believe that Supplier is not in compliance with this Agreement, GaltNeedleTech Quality Manager or other authorized GaltNeedleTech representative shall be permitted to be on-site during the production process to assess quality and consistency and to ensure Supplier’s compliance with this Agreement. GaltNeedleTech shall give Supplier at least 48 hours prior notice of such inspection. Supplier agrees to implement all recommendations by GaltNeedleTech that may be reasonably required to maintain a level of quality consistent with GaltNeedleTech standards. Supplier shall also provide GaltNeedleTech with access to its quality assurance data documentation upon request.
  9. Representations and Warranties. Supplier represents and warrants, which warranties and representations will survive the term of this Agreement:
    1. that the Supplier expressly warrants that all products and services supplied to GaltNeedleTech by Supplier as a result of an Order shall conform to the specifications, drawings or other description upon which the Order is based, shall be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, free from defects and free and clear of all liens or encumbrances.
    2. that Supplier has the facilities and capacity to supply the Products to GaltNeedleTech in accordance with the Specifications; that Supplier’s facilities will comply with the inspection and testing procedures established and carried out by the Food and Drug Administration (FDA); and that Supplier shall notify and provide documentation of any regulatory agency findings (e.g., Form FDA 483s, etc.) with GaltNeedleTech; and
    3. that Supplier is free to enter into this Agreement, that Supplier’s execution of this Agreement has been duly approved per all applicable corporate procedures, that this Agreement constitutes a legal, valid and binding obligation of Supplier, and that to Supplier’s knowledge this Agreement will not violate the rights of any third party.
  10. Conformity of Products/Additional Samples. In the event the Products do not conform to the requirements set forth in this Agreement, GaltNeedleTech shall be permitted to reject all non-conforming shipments upon initial inspection.
  11. Insurance. Supplier agrees to maintain during the entire term of the Agreement commercial, general liability insurance, including Products Liability coverage, in the minimum amount of $1,000,000.00 per occurrence, with a general aggregate of not less than $2,000,000.00. This insurance coverage shall be primary and non-contributing to any other insurance that may apply. The insurance coverage required herein shall be provided by an insurance company or companies acceptable to GaltNeedleTech in its reasonable business judgment. Upon execution of this Agreement, and annually thereafter, Supplier shall promptly provide GaltNeedleTech with certificates of insurance evidencing such coverage and naming GaltNeedleTech as additional insured. Each certificate shall indicate that the coverage represented thereby shall not be canceled nor modified until at least thirty (30) days prior written notice has been given to GaltNeedleTech. No exceptions to these coverages may be made unless approved in writing by GaltNeedleTech. Properly endorsed Certificates of Insurance shall be sent to the following address ten (10) days prior to commencement of delivery of any Product or Services, and upon renewal of insurance policies: Galt Medical, 2220 Merritt Drive, Garland TX 75041 or GaltNeedleTech, 452 John L.Dietsch Blvd., North Attleboro, MA 02763.
  12. Default. The parties will monitor product delivery, quality, conformance to specifications and customer feedback regarding the Products. The parties will work as a team to continually provide Products that meet specifications and satisfy customers. If GaltNeedleTech does not believe that a Product or Products meet specifications, written notification may be provided to the Supplier stating the requirements that are not being met and requesting Supplier Corrective Action (SCAR). The Supplier has thirty (30) days following receipt of such notification to institute corrective action to the satisfaction of Galt If such corrective action is not instituted to the reasonable satisfaction of GaltNeedleTech, GaltNeedleTech has the right to terminate the contract for default. Corrective action shall not require Supplier to perform beyond the requirements of the specifications. GaltNeedleTech’s Quality Assurance maintains a supplier score card for performance tracking that is reviewed quarterly. Suppliers must take corrective action to remain on the Approved Supplier List. If corrective action is required twice for the same reason, within six months, the Supplier is placed on probation. A third notice for the same reason, during the probation period, is sufficient cause to remove the supplier from the Approved Supplier List.
  13. Termination for Convenience. Either party shall have the right to terminate this Agreement in whole or in part at any time without cause with sixty (60) days prior written notice, whether or not the other party is in default of any Agreement requirements or obligations. GaltNeedleTech shall pay for any products delivered or services performed prior to the date that termination becomes effective.
  14. Indemnity. Supplier agrees to indemnify and hold GaltNeedleTech its officers and directors, employees or agents, customers and users of the Products (up to the point of the suppliers completion), harmless from all claims, demands, losses, liabilities, suits at law or in equity, costs and expenses, including reasonable attorneys’ fees, resulting from injury, illness and/or death caused, in whole or in part, by contact with, use of the Products, unless (and then only to the extent) such injury, illness and/or death is caused by modifications to the Product by GaltNeedleTech. In the event of any claim, threatened claim, or notification of either which may be the subject of indemnification provided for in this Section, GaltNeedleTech will give Supplier prompt written notification thereof and provide Supplier such reasonable assistance in the response and prosecution of any defense as Supplier may request, at Supplier’s expense. Upon GaltNeedleTech’s tendering any suit to Supplier, Supplier shall defend the same at its sole cost and expense. If Supplier fails to assume such defense, GaltNeedleTech may defend the action in the manner it deems appropriate, and Supplier shall pay to GaltNeedleTech all costs, including reasonable attorneys’ fees, incurred by GaltNeedleTech in effecting such defense, in addition to any sum which GaltNeedleTech may pay by reason of any settlement or judgment against GaltNeedleTech. The provisions of this Section and the indemnity hereunder, shall survive this Agreement and any performance hereunder.
  15. Independent Contractor Relationship. Supplier and GaltNeedleTech are independent contracting parties and this Agreement does not create the relationship of principal and agent, partners, joint ventures or employer and employee between GaltNeedleTech and Supplier. Supplier shall have no authority to bind or otherwise obligate GaltNeedleTech in any manner nor shall Supplier represent to anyone that it has a right to do so.
  16. Severability. The provisions of the Agreement are severable and the Agreement shall be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained in the Agreement, and partially valid and enforceable provisions shall be enforced to the extent that they are valid and enforceable.
  17. Changes. GaltNeedleTech reserves the right to make changes in drawings, designs, specifications, scope of work to be performed, time and place of delivery and method of transportation. If such change is to be made, it will be evidenced in writing by GaltNeedleTech in the form of a change Order. Neither the Agreement nor any of its provisions may be waived, modified or amended except by an instrument in writing signed by the parties to this Agreement.
  18. Entire Agreement. The Agreement together with the attachments and schedules constitutes the entire written agreement between GaltNeedleTech and the Supplier with respect to the supply of the Products and supersede any and all prior negotiations, understandings and/or agreements, oral or written, between the parties to this Agreement with respect to the subject matter of this Agreement. The parties agree that neither party is relying on any statement or promise not contained in this Agreement.
  19. Applicable Law. Supplier shall comply with all laws applicable in any jurisdiction in which any products or services are produced for, or delivered or provided to GaltNeedleTech. Supplier also represents and warrants that Products it supplies or delivers under this Agreement shall comply with all applicable national and international environmental, health, safety or product safety laws, regulations, treaties or other legal requirements relating to the manufacture, distribution, use and sale of the Products, including those requirements relating to the presence or use of chemicals or other materials in products. The parties hereby incorporate the requirements of 41 C.R. 60-1.4(a)(7), 60-250.5 and 60-741.5, if applicable. GaltNeedleTech is an Affirmative Action/Equal Opportunity Employer.
  20. Governing Law. This Agreement and any other documents or instruments related hereto and all transactions hereunder shall be deemed to have been made within and under the laws of the States of Texas and Massachusetts and for all purposes shall be governed by and construed in accordance with the laws of the states of Texas and Massachusetts without regard to the conflict of laws rules thereof.
  21. Force Majeure. Neither party shall be liable for defaults or delays or non-performance of any covenant, agreement, work, service, or other act required under this Agreement to be performed by such party, if such delay or hindrance is due to strikes, lockouts, failure of power or other utilities, injunction or other court or administrative order, governmental law or regulations which prevent or substantially interfere with the required performance, condemnations, riots, insurrections, martial law, civil commotion, war, fire, flood, earthquake, or other casualty, acts of God, or other causes not within the control of such party, the performance of any covenant, agreement, work, service, or other act shall be excused for the period of delay and the period for the performance of the same shall be extended by such period.
  22. Successor. Any provision of this Agreement which imposes upon Supplier an obligation after termination or expiration of the Agreement shall survive termination or expiration of this Agreement and be binding upon Supplier, its successors and assigns. Supplier agrees to notify GaltNeedleTech in writing in the event of a purchase, sale, merger or consolidation which affects the ownership or the financial condition of Supplier.

SCHEDULE A

PACKAGING SPECIFICATIONS

Unless otherwise specified, the products Supplier sells to GaltNeedleTech shall be (a) packed, packaged, marked and otherwise prepared for shipment in a manner which is in accordance with good commercial practice, (b) acceptable to common carriers for shipment at the lowest rate for the particular goods and in accordance with applicable regulations, and (c) adequate to insure safe arrival at the named destination.

  1. A packing list must be enclosed in all shipments with the following information;
    1. GaltNeedleTech Purchase Order Number
    2. GaltNeedleTech Part Number
    3. Supplier Part Number (if applicable)
    4. Supplier Lot Number
    5. Part Number Description
    6. Exact Quantity shipped
  2. Extruded tubing – Unless otherwise specified, the suppliers of extruded tubing shall pack tubes in quantities of 250 each.
  3. Cannula – Unless otherwise specified, the suppliers of cannula shall pack tubes in quantities of 1000 each. The wrapping of the pack quantities shall be sufficient to prevent the cannula from piercing the package while in transit.
  4. Precious metals – Suppliers of precious metals must ship product Next Day Delivery and email notification of shipment.