Purchase Order Terms and Conditions

Purchase Order Terms and Conditions

XS Supply, LLC (“Buyer”), and Vendor agree that any order placed by Buyer is subject to and includes the following terms and conditions:

Attachments: These terms and conditions are considered attached to and incorporated in any order placed by Buyer. The Purchase Order (“order”) together with this and any other attachments shall form a part of the order.

Offer and Acceptance: This order contains the entire agreement between Buyer and Vendor, and becomes a contract upon the acceptance of the order by Vendor or by shipment of the order by the Vendor. No changes shall be made to this order unless agreed to in writing by Buyer. Failure of either party to enforce any of its rights hereunder shall not constitute a waiver of such rights or of any other rights hereunder.

Product/Quantities: (i) All goods shall be must be in original and unopened OEM packaging. If expirations dates were not provided to Buyer by Vendor prior to receipt of this purchase order, all expirations must be at least one year from Buyer’s receipt of the goods, unless otherwise stated on the order. Any quantity shipped in excess of the quantity ordered hereunder is subject to Buyer's rejection and return at Vendor's expense. (ii) The order shall not bind the Buyer for an amount in excess of that noted on the face of the order. In case goods of a value in excess thereof are forwarded to the Buyer hereunder, Buyer has the option of returning it to Vendor. Vendor shall bear all costs, import fees, duties, taxes or other charges or costs levied on Vendor and no additional amounts shall be charged Buyer on account of taxes or other costs or charges levied on Vendor. Vendor certifies that the prices herein are not higher than prices being charged to other organizations purchasing identical goods on any similar or smaller quantities at this particular time and do not discriminate against Buyer. If products are imported, the Vendor must notify the Buyer prior to delivery of the products to confirm the products have proper documentation and registrations for resale, or Buyer will reject the goods.

Warranties: Vendor warrants and represents that all goods covered by this order shall conform to descriptions of the goods upon which the order is based, that they have been sourced from reputable sources, are free from defects, and are not misrepresented, counterfeit or recalled products. Vendor further warrants and represents that the product(s) are made in the United States of America or Vendor has documentation to verify the product(s) are authorized for sale in the United States. Vendor warrants and represents that the products comply with all local, state, and federal regulations as it relates to import or sale. Upon a formal request by any government agency, law enforcement agency, or court of law, Vendor must be able to produce provenance documentation (purchasing and supply chain records) within 48 hours of such request that shows proof of purchase directly from an agent of the original equipment manufacturer, or proof that the supplier purchased it from an agent of the original equipment manufacturer, or otherwise that the product originated from an authorized agent and was intended for sale in the USA. If the Vendor becomes aware of a recall or market withdrawal of goods received by the Buyer (FDA or OEM directed), the Vendor agrees to notify the Buyer in the time frames established by the FDA, for the Class designated. If Vendor is sued/investigated by an OEM or any government agency after the time of execution, Vendor must notify the customer immediately and provide any requested documentation related to the investigation or lawsuit – such matters would be confidential. In the event of a breach of any of these Warranties, in addition to ordinary contract damages, the Vendor will indemnify the Buyer, save and hold Buyer harmless from any claims, or violations of law, including any penalties, fines, or sanctions against Buyer for purchasing and/or reselling the goods, including any and all court costs, damages and legal fees incurred by Buyer for the breach of Warranty.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, Vendor MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED,

INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VENDOR

EXPRESSLY DISCLAIMS ALL WARRANTIES. ANY IMPLIED WARRANTIES THAT MAY BE IMPOSED BY LAW ARE LIMITED

TO THE TERMS OF THIS EXPRESS LIMITED WARRANTY.

Payment Terms: Payment Terms are expressed on the face of the Purchase Order, and are incorporated herein.

Risk of Loss: Risk of loss or damage to the goods prior to the time of their receipt by Buyer is upon the Vendor.

Acceptance of Goods: Acceptance shall be after inspection by Buyer or no later than 5 days after delivery, whichever is sooner. Payment should not be construed as acceptance, and signature of Buyer's receiving agent at time of delivery should not be construed as acceptance of goods or of any terms. No goods returned as defective shall be replaced without Buyer's written authorization. that conflict with this Purchase Order. All material which is discovered to be defective, or which does not conform to any warranty or specifications of the Vendor herein upon initial inspection, or at any later time if the defects contained in the material were not reasonably ascertainable upon the initial inspection, may be returned to the Vendor for full credit. All transportation charges on rejected materials, both to and from the original destination, shall be at the expense of Vendor. No goods returned as defective shall be replaced without Buyer's written authorization.

Attorney Fees: In any action or dispute, at law, in equity or arbitration, that may arise under or otherwise relate to this Agreement, the prevailing party will be entitled to reimbursement of its attorney’s fees, costs, and expenses from the non- prevailing party. The term “attorney fees” is defined as any and all charges levied by an attorney or attorneys for their services including without limitation time charges, paralegal fees, legal assistant fees, at trial, on appeal, in bankruptcy, and in arbitration.

Priority: Should there be any conflict between the terms and conditions of this Master Purchase Order Terms and Conditions and any order to which this Master Purchase Order Terms and Conditions is attached or deemed attached, the terms and conditions of this Master Purchase Order Terms and Conditions shall control the rights of the parties and supersede any language to the contrary in the order.

Governing Law/Venue: This Master Purchase Order Terms and Conditions and any purchase orders shall be deemed entered into and performed in the State of Florida and Buyer consents to the jurisdiction of the State of Florida for purposes of enforcement of the terms hereof. Buyer agrees to the above all of the terms including but not limited to terms relating to interest on late payments, conditional terms, attorney fees and jurisdiction for enforcement. This instrument shall be construed under the laws of the State of Florida and shall be binding upon and inure to the benefit of the respective heirs, successors, and assigns of each of the parties hereto. Venue of any proceeding which is brought to enforce Vendor’s or Buyer’s right under this Purchase Order shall be brought in Pinellas County, Florida.

Excluded Provider: Each party represents that it has not been convicted of a crime related to healthcare, and is not currently listed by a federal agency as debarred, excluded or otherwise ineligible to participate in federally funded programs.

Ownership Transfer: Vendor must be able to prove they have a good and marketable title to the goods being sold. XS Supply, LLC, reserves the right to audit the chain of custody of any product and Vendor must be able to produce proof of the purchase of the goods along with a copy of the invoice and evidence of payment for the goods, within 48 hours of any request.