Standard Terms and Conditions of Sale

INNOVERO, LLC. STANDARD TERMS AND CONDITIONS OF SALE

  1. Agreement. These Standard Terms and Conditions of Sale are a part of the order or other written agreement ("Order") between the Buyer specified in the Order ("Buyer”) and InnoVero, LLC (“InnoVero”) for Buyer's purchase of products ("Products") from InnoVero. The Order and these Terms and Conditions are sometimes referred to herein as this Agreement. InnoVero will not be bound by, and specifically objects to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) which is proffered by Buyer in any purchase order, receipt, acceptance, confirmation, correspondence, or otherwise, unless InnoVero specifically agrees to such provision in a written instrument signed by InnoVero. InnoVero’s acceptance of any Order by Buyer is expressly conditioned on Buyer's agreement to these Standard Terms and Conditions of Sale.

  2. Purchase and Sale. InnoVero will sell to Buyer, and Buyer will accept and pay for, all Products ordered by Buyer pursuant to an Order which has been accepted by InnoVero. All Orders are subject to acceptance by InnoVero either in writing, via InnoVero’s ordering portal, or by shipping Products. InnoVero may accept any Order in whole or in part and InnoVero’s shipment of less than all Products ordered will constitute acceptance only as to those Products shipped.

  3. Delivery. InnoVero will use commercially reasonable efforts to meet its order processing and delivery standards; however, these timelines are subject to product availability and the size of the Order. If the Buyer requires expedited delivery, it is the Buyer’s responsibility to inform InnoVero at the time of placing the Order. While InnoVero will make every effort to accommodate expedited requests, we cannot guarantee specific delivery dates or times. The Buyer acknowledges that delivery timelines may vary and accepts responsibility for any delays resulting from factors beyond InnoVero's control. Unless otherwise specified in the Order, InnoVero will prepay and invoice Buyer for freight, handling, and other shipping costs.

  4. Expiration Dates. InnoVero acknowledges that certain Products may have expiration dates. We will make commercially reasonable efforts to provide Products with expiration dates of three (3) months or more from the date of the Order. However, we do not guarantee expiration dates extending beyond this period. If the Buyer requires Products with expiration dates longer than three (3) months, it is the Buyer’s responsibility to inform InnoVero at the time of placing the Order. While InnoVero will strive to accommodate such requests, we cannot guarantee the availability of Products with extended expiration dates. The Buyer accepts that once Products are delivered, InnoVero will not be liable for any claims, replacements, or credits due to expiration, provided that the Products meet the aforementioned expiration date commitment.

  5. Prices and Taxes. Buyer will pay InnoVero the prices specified in the Master Purchase Agreement or, if no agreement is in place, the price set forth in InnoVero’s standard price list, offered quote, or ordering portal, in effect on the date that the Order is accepted by InnoVero. All prices are in United States dollars, FOB point of shipment, and do not include any sales, use or other taxes. Buyer will pay or reimburse InnoVero for all shipping costs, taxes, and other amounts payable to governmental authorities in connection with the applicable transactions, or will provide an exemption certificate satisfactory to InnoVero.

  6. Payment. Buyer will pay the amount set forth on InnoVero’s invoice in United States dollars within thirty (30) days from the date of such invoice. Any amount not paid within such thirty (30) day period will be subject to a finance charge equal to 1.5% per month or the highest rate allowable by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Payment of such finance charges will not excuse or cure Buyer's breach or default for late payment. Further, Buyer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys' fees) incurred by InnoVero to collect any amount not paid when due. InnoVero may accept any payment in any amount without prejudice to InnoVero’s right to recover the balance of the amount due or to pursue any other right or remedy. No endorsement or statement on any payment, accompanying any payment or elsewhere will be construed as an accord or satisfaction.

  7. Limited Warranty and Remedy. InnoVero warrants that, upon delivery, each Product will be free from defects in materials and workmanship and will operate in all material respects in accordance with applicable instructions and manuals provided by InnoVero. This warranty will be in effect for 90 days from the date of delivery of Products. ("Warranty Period"). If Buyer gives InnoVero written notice during the Warranty Period of any Product's failure to comply with this warranty, InnoVero will use commercially reasonable efforts to correct the noncompliance within a reasonable period of time by: a) repairing or modifying the non-conforming Product; (b) providing Buyer with a replacement Product; or (c) refunding the price paid by Buyer to InnoVero for the Product, each at InnoVero’s sole discretion. This warranty will not apply to any Product that (x) has not been operated and maintained in accordance with applicable instructions and manuals, (y) has been repaired or altered by unauthorized personnel, or (z) has been misused, abused, damaged or subjected to operation for which it was not intended.

  8. Product Liability Indemnification. InnoVero will defend and indemnify Buyer against any third party claim arising out of bodily injury or death, if and to the extent caused by any defect in the design or manufacture of the Products, provided that Buyer: (a) gives InnoVero prompt written notice of the claim; (b) allows InnoVero to assume control of the defense and settlement of the claim; (c) assists and cooperates with InnoVero in connection with the defense and settlement of the claim; and (d) does not settle the claim without InnoVero’s prior written consent. This paragraph will not apply to any claim arising out of the negligence of Buyer or any third party.

  9. Patent Indemnification. InnoVero will defend and indemnify Buyer against any third party claim arising out of any infringement by the Product of any patent issued under the laws of the United States or any other country in which InnoVero has been granted a patent on the Product, provided that Buyer: (a) gives InnoVero prompt written notice of the claim; (b) allows InnoVero to assume control of the defense and settlement of the claim; (c) assists and cooperates with InnoVero in connection with the defense and settlement of the claim; (d) complies with any court order or settlement made in connection with the claim (e.g., as to future use of any infringing Product); and (e) does not settle the claim without InnoVero’s prior written consent. This paragraph will not apply to any claim resulting from any use of the Product in combination with any equipment or other items not furnished by InnoVero, from any use of the Product not in conformity with applicable instructions and manuals or from any use of a Product modified or repaired by a party not authorized by InnoVero.

  10. DISCLAIMER AND RELEASE. THE WARRANTIES, OBLIGATIONS, AND LIABILITIES OF INNOVERO AND THE REMEDIES OF BUYER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND DISCLAIMS, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF INNOVERO AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST INNOVERO, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE PRODUCTS AND ANY OTHER GOODS OR SERVICES DELIVERED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE (ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OF INNOVERO; AND (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR INFRINGEMENT.

  11. Excused Performance. InnoVero will not be responsible for or be considered to be in breach of or default under this Agreement on account of any cause beyond InnoVero’s reasonable control or not occasioned by InnoVero’s fault or negligence (including, but not limited to, InnoVero’s inability to procure materials, parts, equipment or services).

  12. LIMITATIONS OF LIABILITY. INNOVERO’S LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OF INNOVERO) WITH REGARD TO ANY PRODUCT OR OTHER GOODS OR SERVICES FURNISHED UNDER THIS AGREEMENT WILL NOT EXCEED THE PURCHASE PRICE PAID BY BUYER TO INNOVERO FOR THE SAME. FURTHER, INNOVERO WILL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, OR FOR LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS, ARISING OUT OF OR IN CONNECTION WITH ANY PRODUCT OR OTHER GOODS OR SERVICES FURNISHED UNDER THIS AGREEMENT.

  13. Intellectual Property Rights. The Products involve valuable patent, copyright, trademark, trade secret and other intellectual property rights of InnoVero. InnoVero reserves all such rights. No title to or ownership of any intellectual property rights related to any Product is transferred to Buyer pursuant to this Agreement. Buyer will not attempt to reverse engineer any Product or component thereof or to otherwise misappropriate, circumvent or violate any of InnoVero’s intellectual property rights.

  14. Unenforceable Provision. The invalidity or unenforceability of any provision of this Agreement will not affect the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision were replaced with a valid and enforceable provision as similar as possible to the one replaced.

  15. Nonwaiver. Any failure by InnoVero to insist upon or enforce performance by Buyer of any of the provisions of this Agreement or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of InnoVero’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather the same will be and remain in full force and effect.

  16. Assignment. This Agreement will inure to the benefit of and be binding upon the parties and their respective successors, assigns and legal representatives.

  17. Applicable Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of New York, without reference to its choice of law principles. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

  18. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any and all prior agreements, between InnoVero and Buyer with regard to the Products. No amendment, modification, or waiver of this Agreement will be valid unless set forth in a written instrument signed by the party to be bound.

    V.1 2024, Terms and Conditions

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