STERIS TERMS AND CONDITIONS OF SALE AND INSTALLATION

I. Offer and Acceptance

Customer agrees that this quotation constitutes an offer by STERIS (“Seller”) for the sale (the “Offer”) of products (the “Products”) or services (the “Services”). Unless otherwise specified in the Offer, or some other document signed by Seller, the terms and conditions of sale and installation set forth in this document (“Seller’s Terms”) apply to all Products and Services sold or provided by Seller.
Customer acknowledges that any purchase order or other form of acceptance issued by Customer will result in a contract for the purchase of the Products or Services at the price quoted in the Offer. Customer will be deemed to have accepted any of Seller’s Terms to which Customer has not specifically objected. Customer’s issuance of a purchase order that purports to reject some or all of Seller’s Terms by virtue of standard form language will not be sufficient objection. Customer will be required to set forth each objection to Seller’s Terms in a separate writing signed and dated by Customer and delivered to Seller prior to or contemporaneous with Customer’s purchase order or other form of acceptance. Seller’s failure to object to provisions in any purchase order, or other communication from Customer (including, without limitation, penalty clauses of any kind), will not be a waiver of Seller’s Terms, nor an acceptance by Seller of any such provisions. Any terms in Customer’s purchase order or any other document of acceptance that are different from or additional to Seller’s Terms are hereby rejected unless specifically accepted by Seller in a separate document signed by both Customer and Seller, regardless of whether such other terms would materially alter the terms hereof. No course of dealing, custom, or usage that is contrary to Seller’s Terms will apply.
Seller reserves the right to correct any typographical or clerical errors in prices, specifications, quotations, or acknowledgments.

II. Products or Services Subject to Sale

The Products (including equipment, supplies, and parts) or Services subject to this sale will be limited to those described in the Offer. Unless explicitly included in the Offer, this quotation does not include, and Customer assumes responsibility for, (A) all utility hook-ups, building code approvals, and other regulatory requirements, as applicable, and (B) removal from tailgate of carrier, set-up, installation, and start-up. If Customer is a government entity, Customer acknowledges that the Products are commercial items and that except as required by law, government accounting and procurement principles do not apply.

III. Financial Condition

At Seller’s request, Customer will furnish sufficient information to enable Seller to assess Customer’s creditworthiness, including preparation of Seller’s credit application. Seller may, in its discretion, require letters of credit, full or partial payment in advance, or other forms of security.

IV. Prices, Shipment, and Delivery

Prices are based on U.S. dollars and are F.O.B. point of origin (the applicable Seller manufacturing or distribution facility). Prices do not include freight or delivery charges. Those charges may be prepaid by Seller and Customer agrees to pay any such charges that are added to Customer's invoice. All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer, which will be the responsibility of the Customer unless it is exempt therefrom and Seller has received proper documentation therefor, such taxes will be added to the price of the Product or billed separately to Customer where Seller has the legal obligation to collect the taxes. Customer will be responsible for all such charges, costs and taxes; provided, that, Customer will not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personal or real property, or other assets.
Seller will select the method and carrier for delivery of all Products. Title and risk of loss or damage to the Products will pass from Seller to Customer upon delivery to a carrier at point of origin (the applicable Seller manufacturing or distribution facility).
Any shipment, delivery, or performance date stated in the Offer or other contract document is approximate only and does not constitute any guarantee of shipment, delivery, or performance on any particular date. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products to Customer. Each shipment will constitute a separate sale, and Customer will pay for the units shipped whether such shipment is in whole or partial fulfillment of Customer’s purchase order.
Seller will not be liable for any delays, loss, or damage in transit.
Time will not be of the essence for this agreement.

V. Acceptance; Nonconforming Products

Customer will inspect the Products within 7 days of receipt for defects, damage, or shortages which are discoverable upon visual inspection and determine if refusal is required at time of delivery or, subject to Seller’s limited Product warranties set forth in Section IX below, the Products will be deemed irrevocably accepted and such claims will be deemed waived.
If Customer notifies Seller of any nonconforming Products, Seller will, in its sole discretion, (i) replace such nonconforming Products with conforming Products, or (ii) credit or refund the price for such nonconforming Products, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. Customer will ship, at its expense and risk of loss, the nonconforming Products to the applicable facility as instructed by Seller. If Seller exercises its option to replace nonconforming Products, Seller will, after receiving Customer’s shipment of nonconforming Products, ship to Customer, at no additional cost to Customer, the replacement Products.
Customer acknowledges and agrees that the remedies set forth in Section V(B) are Customer's exclusive remedies for the delivery of nonconforming Products. Except as provided under Section V(B), all sales of Products to Customer are made on a one-way basis and Customer has no right to return Products purchased under this agreement to Seller.
If for any reason Customer fails to accept delivery of any of the Products, Seller, at its option, may store the Products until Customer picks them up, whereupon Customer will be liable for all related costs and expenses (including, without limitation, storage and insurance).

VI. Payments, Title, and Security Interest

All payments will be made in United States dollars, unless otherwise agreed in writing. All payments will be without deductions for back-charges, other accounts between Seller and Customer, and the like, which will be settled independently of the payment of the invoice. Payment will not prejudice claims on account of omissions or shortages in shipment, but no such claim will be allowed unless made within 96 hours after receipt of the applicable shipment by Customer.
Payment will be due within 30 days from the date of Seller’s invoice, unless otherwise agreed in writing. Customer will not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or otherwise.
Should Customer delay payment beyond the date it is due, interest may be charged on the unpaid balance at the rate of one and one-half percent (1.50%) per month or the maximum rate permitted by law, whichever is less. If Customer fails to fulfill the terms of payment or does not meet Seller’s continuing credit requirements, Seller will have the option to do one or more of the following: (i) decline to accept orders or fulfill pending orders; (ii) require all pending and future orders to be on a prepaid basis; (iii) delay any shipment until payment is received by Seller or further assurances asked for by Seller are received; (iv) declare all outstanding sums immediately due and payable; or (v) require payment for all Products delivered hereunder to be made by irrevocable letter of credit in a form approved by Seller. Nothing contained herein will release Customer from any previous obligation. Customer will be liable to Seller for all costs incurred by Seller in its collection of any amounts owing by Customer which are not paid when due, including collection agencies’ and attorneys’ fees and expenses.
Notwithstanding that title and risk of loss pass to Customer pursuant to Section IV(B), Customer hereby grants a security interest in all Products to secure Customer's payment in full. Customer authorizes Seller at any time and from time to time to (i) file in any filing office in any Uniform Commercial Code jurisdiction financing statements and amendments naming Customer as debtor and describing the Products as collateral, and (ii) give any notices necessary to perfect such security interest or establish the priority thereof.

VII. Delays and Changes

Seller will not be liable for loss, damages, or non-performance resulting from delays in receipt of final specifications or instructions from Customer, changes in specifications, or force majeure events (“Force Majeure Event(s)”): including but not limited to: (i) acts of God; (ii) floods, fires, earthquakes, explosions, other potential disasters or catastrophes, such as epidemics, pandemics, the outbreak of infectious disease, or any other public health crisis; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; (viii) shortage of adequate power or transportation facilities; and (ix) other similar events beyond the reasonable control of Seller.
In such event, the delivery date will be extended for a period equal to the time lost by reason thereof, or Seller at its option may cancel the delivery and refund any amounts paid by Customer, as Customer’s sole and exclusive remedy. Seller will undertake to notify Customer promptly of any significant delay and will specify the revised delivery date as soon as practical. IN NO EVENT WILL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF A DELAY IN, CANCELLATION OF, OR FAILURE TO DELIVER OR MANUFACTURE.
If shipment is delayed or extended by Customer, Customer will arrange for and notify Seller of the place or places to which Seller will ship the Products covered by the order for warehousing or storage at Customer’s expense and all risk of loss or damage to the Products or Services will be borne by Customer. Seller will not be deemed in breach of its obligations under this agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay. If Customer is unwilling or unable to promptly arrange for warehousing or storage, Seller may do so at Customer’s expense. Customer hereby agrees to pay any and all storage and handling charges, including charges to ship from the warehousing or storage site back to the Customer site, so incurred as reflected on Seller’s invoice.
In addition to the rights and obligations set forth in Section VI(C), changes to orders in excess of $15,000 cumulatively may also be subject to a change order fee. Seller may charge a change order fee of one percent (1%) or $2,500, whichever is less, where Customer requests a change to a Product's configuration, order quantity, or delivery date and the change is requested within 30 days of the original delivery date. All change orders must be accepted and approved by Seller. Change orders will be processed upon submission of a revised purchase order. Change orders may result in delays in shipping and/or installation.

VIII. Cancellation

Cancellation or suspension of the order by Customer after acceptance by Seller may be made only on terms that will compensate Seller for loss due to the cancellation or suspension. Prior to shipment, Customer may cancel by giving written notice of cancellation to Seller. Customer may cancel after shipment only if Products are re-salable and Customer pays restocking, shipping, and handling charges as reasonably determined by Seller.

IX. Warranty and Disclaimers

Subject to subsection (C) below, Seller warrants all Products classified as capital equipment under generally accepted accounting principles in the United States to be free from material defects in material and workmanship under normal use and operation for a period of one year after date of shipment to Customer and Seller’s sole warranty with respect to all other Products is that such Products comply with Seller’s specifications for a period of 90 days from the date of shipment, unless the Product is subject to an expiration date, in which case the expiration date will apply. Seller’s warranties do not apply to damage resulting from unauthorized installation, accident, casualty, alteration, misuse, or failure to follow Seller’s written instructions. No other express warranty is made with respect to the Products. If any model or sample was shown to Customer, such model or sample was used merely to illustrate the general type and quality of the Products and not to represent that the Products would necessarily conform to the model or sample in all respects. ENTIRE WARRANTY: SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND SELLER EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL OTHER WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED. SELLER WILL HAVE NO OTHER LIABILITY, DIRECT OR INDIRECT, OF ANY KIND, INCLUDING LIABILITY FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
Customer agrees that its sole and exclusive remedy for breach of the foregoing warranties will be the repair or replacement and reinstallation of defective parts (with the exception of items normally considered to be expendable such as filters, fuses, gaskets, lamps, printer paper, printer ribbons, ink, lubricants, charts, etc.), or, at Seller’s option, to refund the purchase price; provided that (i) the Product has not been altered or modified other than by Seller, (ii) the Product has been properly stored, installed, maintained and operated within the limits specified by Seller, (iii) the Product is connected to utilities operating within specification at all times as defined by Seller equipment drawings, and (iv) Customer promptly sends to Seller notice of defect and satisfactory proof thereof, including allowing Seller the opportunity to inspect the Products, including on premises as necessary, and in the event of repair or replacement of Products or parts, returns the same to Seller, freight prepaid. Defective parts replaced by Seller will become the property of Seller. Repaired or replacement parts will be shipped to Customer F.O.B. point of origin (the applicable Seller manufacturing or distribution facility). Product that is returned to Seller but that is found by Seller to conform to Seller's warranties will be returned to Customer at Customer's expense and will otherwise remain subject to the provisions hereof. The Seller will not be liable for a breach of the warranties set forth in Section IX(A) unless: (a) Customer gives written notice of the defective Products, reasonably described, to Seller within thirty (30) days of the time when Customer discovers or ought to have discovered the defect; (b) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section IX(A) to examine such Products (if requested to do so by Seller), and Customer returns such Products to Seller's place of business at Seller's cost for the examination to take place there; and (c) Seller reasonably verifies Customer’s claim that the Products are defective.
If the Product sold is not manufactured by Seller, Seller will extend to Customer the warranty Seller received from the original manufacturer not to exceed the period specified in Section IX(A) of Seller’s Terms. The Seller will not be liable for a breach of the warranty set forth in Section IX(A) if: (i) Customer makes any further use of such Products after giving such notice; (ii) the defect arises because Customer failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; or (iii) Customer alters or repairs such Products without the prior written consent of Seller.
Seller is not responsible for any warranty work, repairs, replacements, or other work, or charges relating thereto, that have not been authorized by Seller in writing.
Where applicable and purchased separately, Seller will delay the start date of the warranty for up to 12 months from the date of shipment, provided Seller confirms by inspection that as of the deferred start date the Products meet Seller’s original factory specifications and do not materially differ from their factory-shipped condition.

X. Patents, Trademarks, Copyrights, and Software

Seller warrants that the Products it manufactures pursuant to its design will be delivered free of any rightful claim for infringement of any United States patent, trademark, or copyright.
If Seller is notified promptly in writing of any claim of infringement, Seller will defend or may settle at its expense any such claim; provided, however, that Customer must cooperate with Seller in the defense of any claim. Seller will, at its expense and option, (i) procure for Customer the right to continue using any infringing Products, (ii) replace or modify them so they become non-infringing, or (iii) remove the Products and refund the purchase price (less reasonable depreciation for any period of use). The foregoing states the entire liability of Seller for any patent, trademark, copyright, or other intellectual property infringement by the Products or any part thereof.
The preceding representations will not apply to any Product or part specified by Customer or manufactured to Customer's design, or to the use of any Product furnished hereunder in conjunction with any other item in a combination not furnished by Seller as a part of this transaction. As to any such item, part, or use in such combination, Seller will have no liability whatsoever for patent, trademark, or copyright infringement and Customer will indemnify Seller and hold Seller harmless against any claims, liability, damages, or expenses, including reasonable attorney fees, as a result of infringement claims arising therefrom.
Customer acknowledges that its possession, installation, or use of any software imbedded in the Product does not transfer to Customer any title to the intellectual property in the software and that Customer will not acquire any rights in the software or documentation except as expressly provided herein. Customer acknowledges that title and full ownership rights to the software and any update or upgrade, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein, will remain the exclusive property of Seller or its suppliers. Customer agrees it will not, and will not cause or permit any of its affiliates, employees, contractors, agents or other third parties to reverse compile, reverse engineer, enhance, supplement, translate or disassemble the software or otherwise reduce it, in whole or in part, to human readable form. Customer will promptly report any violation of this clause and will take such further steps as may be reasonably requested to remedy any such violation and to prevent future violations.

XI. Limitation of Actions

Any action for a breach of contract relating to Seller-supplied Products or Services must be commenced within one year after the cause of action has accrued.
IN NO EVENT WILL SELLER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO TIMES THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS AND SERVICES SOLD HEREUNDER OR $75,000, WHICHEVER IS LESS.
UNDER NO CIRCUMSTANCES WILL SELLER HAVE ANY LIABILITY TO CUSTOMER FOR, and customer hereby expressly waives, any indirect, incidental, consequential, special or punitive damages, whether arising out of warranty or contract, negligence or other tort, or otherwise, including without limitation, foreseeable business losses, losses to profits, and reliance damages. CUSTOMER AGREES THAT UNDER NO CIRCUMSTANCES WILL SELLER’S LIABILITY FOR DIRECT DAMAGES RELATING TO ITS SALE OF PRODUCTS TO CUSTOMER FOR ANY CAUSE EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE PARTICULAR PRODUCTS INVOLVED. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT WILL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE. Seller is not required to indemnify Customer to the extent that any claim arises out of use of a Product by any person or entity other than in accordance with Seller-approved Product labeling, including, without limitation, any restrictions on re-use of Products. If Seller, without separate compensation therefor, furnishes Customer with advice or other assistance concerning any Product supplied hereunder or any system or equipment in which any such Product may be installed that is not required hereunder, the furnishing of such advice or assistance will not subject Seller to any liability whether in contract, tort (including negligence and strict liability), or otherwise.
If Customer fails to fulfill the terms of payment of any invoice or if the financial or business condition or responsibility of Customer will become impaired or unsatisfactory to Seller, Seller may, without liability to Customer or prejudice to any other legal or equitable remedy, suspend performance until past due payments are made and satisfactory assurance of payment is received.
Any credit extended by Seller to Customer is conditional upon Seller’s continued satisfaction with Customer's creditworthiness and will not establish any right to credit with Seller. Seller reserves the right to suspend credit and demand cash in advance or on delivery for all or any part of the price or to alter payment terms based on its assessment of Customer's creditworthiness at any time, and failure of Customer to satisfy any such altered credit or payment terms will constitute grounds for insecurity on the part of Seller.

XII. Operating Directions

Customer will comply with and require its agents and employees to comply with all directions, safety notices, warnings, and other instructions furnished by Seller, and will use and require its agents and employees to use reasonable care in the use of the Products.
SELLER WILL HAVE NO OBLIGATION OR LIABILITY FOR ANY FAILURE OF CUSTOMER, CUSTOMER’S EMPLOYEES OR AGENTS, OR ANY THIRD PARTY TO OBSERVE THE PROVISIONS OF THIS SECTION, OR FOR ANY INJURY OR DAMAGE CAUSED, IN WHOLE OR IN PART, BY CUSTOMER’S FAILURE TO COMPLY WITH APPLICABLE FEDERAL, STATE, OR LOCAL SAFETY REQUIREMENTS AND CUSTOMER WILL INDEMNIFY AND HOLD SELLER HARMLESS FOR ANY CLAIMS, LIABILITIES, OR LOSSES ARISING OUT OF OR IN CONNECTION WITH ANY SUCH INJURY OR DAMAGE OR CLAIM THEREOF.

XIII. Additional Terms for Surgical Solutions Custom Orders

Custom orders for integrated operating rooms, lights and booms, and other customized equipment for surgical and critical care will be subject to Seller’s Terms, as well as the following additional terms and conditions:

Payment. A non-refundable deposit of thirty percent (30%) of the total purchase price of any order that includes custom equipment must be paid to Seller within 10 days of the date that Seller receives Customer’s purchase order. Payment for the remainder of the purchase price must be made within 30 days of Seller’s invoice date.
Cancellation. If a Customer chooses to cancel a purchase order for a custom order, Customer’s deposit will be forfeited.
Return of Goods. Customer will not be entitled to any refund or credit for custom-made parts, used parts, or parts that are missing labels or packaging. Goods may not be returned without prior approval from Seller. Customer is responsible for all freight costs associated with the return of goods after shipment and may be required to pay a restocking fee.

XIV. Additional Terms for STERIS Endoscopy Orders

Orders for STERIS Endoscopy Products will be subject to Seller’s Terms, as well as the following additional terms and conditions.

Customer acknowledges and agrees that any Product samples provided by Seller are intended for patient use only and are not intended to be sold or submitted for reimbursement.
The Product pricing only applies to Customer. Customer agrees that it will not distribute or resell the Products to any third-party facility without the prior written consent of Seller.
Seller reserves the right to make changes, improvements, or discontinue Products, and agrees to provide 30 days’ notice of such changes.
Customer acknowledges and agrees that any preferred pricing or non-standard terms and conditions set forth in any quotation are based upon the purchase commitment set forth in the quotation. Customer agrees that satisfying the purchase commitment is a material condition to receiving the preferred pricing, and Customer acknowledges if it does not satisfy the purchase commitment then the current list pricing will apply to future purchases. Seller will review Customer’s compliance with the purchase commitment at least once per quarter.
Customer agrees that remaining current on all payables is a condition to the extension of credit and preferred pricing. Past due accounts will lose preferred pricing.
Seller offers a 100% refund on all unused and unopened Products that it has sold. This offer is limited to one year from the date of shipment, but does not allow for the return of obsolete or used Products or Products with less than one (1) year left before their labeled expiration date. Products may not be returned without a Return Authorization (RA#) number. A Return Authorization number will be assigned by Seller’s Customer Service Department (800) 548-4873. Although Seller has a no charge return policy, Seller reserves the right to add up to a 20% restocking fee should it determine it is necessary. Partial boxes can be returned if the sterile packages have not been opened. Any used Product must be returned in a sterile package with sterility indicators present. Customer must take all reasonable precautions in the return of Products to protect freight company personnel and Seller personnel from hazardous conditions.
All Product Returns must include the following information: (i) Product Number, (ii) Quantity, (iii) Lot Number, (iv) Seller’s Invoice number, (v) the reason(s) for the return, and (vi) the invoice date. All packages with Products that are being returned must include a copy of the invoice or packing slip. All Products must be shipped to: Product Returns, STERIS, 6091 Heisley Road, Mentor, OH 44060. Customer must mark the outside of any package being returned to Seller with the Return Authorization Number.

XV. Additional Terms for Orders with Multiple Delivery Dates (“Blanket Orders”)

Blanket Orders will be subject to the following additional terms and conditions.

Customer shall provide Seller information as requested by Seller in a signed Blanket Order Agreement Schedule Release Form which shall include, but not be limited to:

Valid purchase order number
Contact information including: name, title, telephone number and email address
Ship to name and address
Desired release dates
Item numbers and quantity / unit of measure per desired release date

Blanket Orders are terminable by either Party upon 90 days’ written notice.
Blanket Orders are valid for twelve (12) months from the date of acceptance unless otherwise agreed in writing by Customer and Seller.
Satisfying purchase commitments in the Blanket Order Agreement Schedule Release Form is a material condition to receiving preferred pricing, if any, in the Blanket Order. If Customer fails to satisfy the purchase commitment, Seller may adjust pricing at its discretion or terminate the Blanket Order immediately upon written notice.
Except as otherwise provided herein, all modifications to Blanket Orders, including changes to release dates, must be agreed in writing by Customer and Seller.

XVI. Compliance

If any of the Products are medical devices, Customer acknowledges that it is familiar with the U.S. Safe Medical Devices Act of 1990 as amended (the “Devices Act”) and the reporting obligations imposed on device users thereunder. In this regard, Customer agrees to notify Seller within ten (10) days of the occurrence of any event identified in the Devices Act imposing a reporting obligation on Customer and/or Seller (except for events representing an imminent hazard that require notification to the United States Food and Drug Administration (the “FDA”) within seventy-two (72) hours (or such shorter time as required by law), in which case, such notice will be delivered to the FDA and Seller within said period). Customer will maintain adequate tracking for the Products to enable Seller to meet the FDA requirements applicable to the tracking of medical devices.
It is the intent of Customer and Seller to comply with the Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)) and the Discount Safe Harbor and Warranties Safe Harbor regulations set forth in 42 C.F.R. 1001.952(h) and (g), respectively, as applicable. Customer’s price may constitute a ‘discount or other reduction in price’ under the Anti-Kickback Statute. Seller will provide Customer with invoices that fully and accurately disclose the discounted price of all Products purchased under this agreement to allow Customer to comply with this Section and the Discount Safe Harbor regulations, including sufficient information to enable it to accurately report its actual cost for all purchases of Products. Customer acknowledges that, if applicable, it will fully and accurately report all discounts or other price reductions, including warranty items, in the costs claimed or charges made under any Federal or State healthcare program and provide information upon request to third party reimbursement programs, including Medicare and Medicaid. Customer will be solely responsible for determining whether any savings or discount or warranty item it receives must be reported or passed on to payors.
Seller is an equal opportunity employer and federal contractor or subcontractor. Consequently, Seller and Customer agree that, as applicable, they will abide by the requirements of applicable federal laws regulations prohibiting discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibiting discrimination against all individuals based on their race, color, religion, sex, or national origin. Customer and Seller also agree that, as applicable, they will abide by applicable requirements relating to the notice of employee rights under federal labor laws.

XVII. Miscellaneous

No right accruing to Customer by virtue of the manufacturer/purchaser relationship between Seller and Customer, nor any duty of Seller resulting from that relationship, will be assignable without Seller’s prior written consent.
Invalidity of any provision of Seller’s Terms will not affect the validity of any other provision hereof and any invalid provision will be, to the extent possible, modified to accomplish the same objectives in a valid way without affecting the surviving provisions.
No failure by Seller to exercise any right accruing to it by virtue of the manufacturer/purchaser relationship or under any contract of sales entered into with Customer will operate as a waiver thereof or preclude the exercise of the same or any other right or privilege by Seller.
Any notice required or contemplated hereunder shall be in writing and shall be delivered personally or sent by overnight courier, prepaid registered mail or email with confirmed receipt.
There are no other terms and conditions applicable to the purchase and sales of Seller’s Products other than those contained in the Offer (including any specifications or other documents that Seller incorporated by reference in the Offer or invoice). No modification, amendment, waiver or other change of any provision of Seller’s Terms will be binding on Seller without Seller’s written consent. This agreement, together with accepted Purchase Orders (as to the quantity and types of Products purchased) comprises the entire agreement between the Seller and Customer, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This agreement prevails over any of Customer’s general terms and conditions of purchase regardless whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend this agreement.
The parties will attempt in good faith to resolve, through direct negotiation, any dispute between them arising out of or in connection with this agreement.
The rights and obligations of Customer and Seller, and the construction and effect of any agreement formed between them will be governed by the laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Ohio. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this agreement. Any legal suit, action, or proceeding arising out of or relating to this agreement will be instituted in the federal courts of the United States of America or the courts of the State of Ohio in each case located in the City of Cleveland and County of Cuyahoga, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
No indication on a payment remittance or otherwise that a payment of less than the full amount of any one or more invoices or other obligations will constitute payment in full thereof will be effective, and no accord and satisfaction, credit, or compromise will be effective unless Seller expressly agrees to the same in writing.
Customer will not assign any of its rights or delegate any of its obligations under this agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section XVII(I) is null and void. No assignment or delegation relieves Customer of any of its obligations under this agreement.
Provisions of this agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this agreement.
All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Customer, whether disclosed orally or disclosed or accessed 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, solely for the use of performing this agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Customer will promptly return all documents and other materials received from Seller. Seller will be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (i) in the public domain; (ii) known to Customer at the time of disclosure; or (iii) rightfully obtained by Customer on a non-confidential basis from a third party.
Seller may terminate this agreement with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under this agreement; (ii) has not otherwise performed or complied with any term of this agreement, in whole or in part; or (iii) 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.
Customer will comply with all applicable laws, regulations, and ordinances. Customer will maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this agreement. Customer will comply with all export and import laws of all countries involved in the sale of the Products under this agreement or any resale of the Products by Customer. Customer assumes all responsibility for shipments of Products requiring any government import clearance. Seller may terminate this agreement if any governmental authority imposes antidumping or countervailing duties or any other duties or penalties on the Products.
No provision of this agreement will be deemed to create a partnership, joint venture, or other combination between Seller and Customer. Customer and Seller are independent contractors. Neither party will make any warranties or representations or assume any obligations on the other party's behalf. Neither party is or will claim to be a legal representative, partner, agent, or employee of the other party.

STERIS INSTALLATION TERMS AND CONDITIONS

(where Installation is purchased from Seller)

I. General Definitions & Scope of Responsibilities

These installation terms and conditions are part of Seller's Terms and apply where installation is provided by Seller or its authorized representative.
With respect to the Services, Customer will (i) cooperate with Seller in all matters relating to the Services and provide such access to Customer’s premises, and other facilities as may reasonably be requested by Seller for the purposes of performing the Services; (ii) respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to perform Services in accordance with the requirements of this Agreement; (iii) provide such Customer materials or information as Seller may request Customer to carry out the Services in a timely manner and ensure that such Customer materials and information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
Seller will not be responsible for service other than Seller or Seller contracted sources, unless authorized in writing by Seller.
All work will be performed during normal working hours: 8:00 AM to 8:00 PM, Monday thru Friday, local time. Holidays and other hours will require additional charges.
Non-union labor will be used.
Seller requires two (2) weeks’ notice prior to beginning actual installation work, with clear access to final equipment location(s).
A $2,500 change order fee will apply if Seller's installation team arrives at a Customer facility for a scheduled installation but is unable to complete the installation because of Customer’s failure to prepare the site according to equipment specifications.
Seller will be responsible for cleanup of all packing materials, crates, crating, and other debris of transporting and setting up the equipment, but waste containers or dumpsters must be provided by Customer at the installation facility within proximity of work area.
Parts and labor required to repair damage caused by accident, abuse, natural disaster, fire or theft, misuse of operating equipment for functions/processes not originally designed or recommended, or alteration/modification of the equipment or accessories after final assembly and test by Seller shall be provided by Customer and are not covered by Seller.
Unless specifically included in the contract scope, Seller will not be responsible for infection control measures.
On new construction sites, Customer will provide final utility connections. For replacement project with no trade participation, Seller will make final utility connection except high voltage electrical (≥120V) except where local regulations preclude Seller from making utility connections. Where local regulations preclude Seller from making utility connections, Seller will provide assistance and documentation to Customer or its designated representatives.
Customer will supply utilities as specified on Seller equipment drawings within 2 feet of the final point of connection. Utilities shall not be separated from point of equipment connection by physical barriers such as walls, ceilings, or other impediments. Disconnecting means must be accessible for servicing.

II. Customer Responsibilities - SITE PREPARATION

Infection control barriers as determined necessary by facility infection control risk assessment are to be designed, installed, and monitored by the Customer.
Remove all asbestos and other hazardous materials from the installation site and surrounding area, and safely dispose of same in accordance with applicable laws and regulations prior to equipment removal and/or installation.
Secure at its own expense all applicable permits, approvals, licenses, certifications, and source testing, local or otherwise, required for installation or operation of the equipment.
Prepare site to enable equipment installation according to Seller equipment drawings and technical documentation to include walls, floors, floor levelness, drains, ceilings, building utility connections, including steam drip-legs and pressure regulators, and all required structural modification to the building including superstructure above finished ceiling, wall backing, and floor reinforcement.
Provide slab, wall, flooring, anchor location and under-structure suitable to accept seismic tie-down devices as specified in Seller equipment drawings and technical documentation. If through-bolting or x-ray is required due to structural limitations, Customer shall provide.
Install required or recommended building exhaust vents beyond Seller's vent termination point, as designated in Seller equipment drawings and technical documentation, and ensure HVAC system is sufficient to handle load(s) expected with new equipment.
Assure that all door openings, hallways and ingress/egress routes from the receiving area to the installation site are clear and sufficiently sized to accept Product(s) without dismantling them or requiring removal or modification of door frames, ceilings, cabinets, or other facility structures. Provide floor protection.
Provide all utilities (steam, water, compressed air, condensate return, waste-drain, electric, exhaust, telecommunications, data, etc.) according to applicable local, state, and federal regulations and Seller equipment drawings and technical documentation.
Furnish and install all electrical disconnects and final termination to Seller’s equipment as specified in Seller equipment drawings and in accordance with local, state, and federal regulations. Disconnect shall be accessible and within line of sight of equipment to support ongoing service.
Furnish and install shutoff valves, gauges, and inspection ports below ceiling within easy reach and within sight for emergency or service shutdowns as specified in Seller equipment drawings and in accordance with applicable local, state, and federal regulations for steam, water, compressed air, and condensate return utilities.
Provide adequate lighting in equipment service areas and ventilation adequate to condition space to environmental requirements specified on Seller equipment drawings.
Provide an adequate service area around equipment as specified in Seller equipment drawings and in accordance with applicable local, state, and federal regulations.

III. Customer Responsibilities – RECEIVING

Provide for a loading dock with capacity for non-power tailgate delivery.
If vertical transport is required due to limited access to higher or lower floors via stairways, elevator limitations, etc., Customer will be responsible for any/all additional charges.
Receive and inspect new equipment for shipping damage and store such equipment in a weather-protected, secure area inside a building designated for final inspection, or arrange for transportation and off-site storage, scheduling re-delivery in time for final inspection. Equipment must be stored in conditioned space as specified for final location on Seller equipment drawings.
If removed equipment is to become Seller’s property, it will be held on-site at a designated location for pickup by Seller-contracted transport within a reasonable time.

IV. Customer Responsibilities – UTILITIES

STEAM:

Pressure – dynamic pressure must meet specifications on Seller equipment drawings/technical documentation; must provide steam pressure regulators and shut-off valves where/when specified.
Quality – provide steam traps, insulation and pipe routing necessary to supply 97% vapor-quality steam.

AIR:

Pressure – dynamic pressure must meet specifications on Seller equipment drawings/technical documentation; air regulators must be provided where specified.
Quality – provide filters/dryers necessary to supply air quality as specified on Seller equipment drawings/technical documentation.

WATER:

Pressure – dynamic pressure must meet specification on Seller equipment drawings/technical documentation; water pressure regulators must be provided where specified.
Flow Rates – piping must be properly sized to prevent water hammer; provide correctly sized pipes and water hammer arresters in order to support water flow rates and pressures as specified on Seller equipment drawings/technical documentation, and according to local/state/federal codes for back flow prevention.
Quality – water provided may be treated as necessary but must meet quality specifications on Seller equipment drawings/technical documentation.

EXHAUST:

Provide air exhaust flow (SCFM) as specified on Seller equipment drawings/technical documentation.

WASTE:

Provide adequate drain(s), sized to handle water/steam flow rates as specified on Seller equipment drawings/technical documentation, and traps, as required by local/state/federal codes.

ELECTRIC:

Provide electrical supply as specified on Seller equipment drawings/technical documentation, with locking disconnect switches, as required by local/state/federal codes.

ATMOSPHERIC VENT:

Provide atmospheric vent piping for pressure relief valves where required by local/state/federal codes. Provide a drip pan elbow at connection point.

TELECOMMUNICATIONS:

Work with STERIS Technical Support prior to dispatching a service technician
Allow Seller to monitor all connected equipment utilizing Seller’s then current remote monitoring platform.
Computer and Network Requirements - Please visit ConnectCare IT One-Pager for a list of current computer and/or network requirements or contact the STERIS Technical Care Team at (800) 548-4873.

V. Environmental and Safety Issues

HAZARD COMMUNICATION – Customer agrees to provide Seller with information as to all hazards or hazardous materials which Seller’s personnel may encounter when performing services for Customer and to familiarize Seller, its employees and contractors with Customer’s Hazard Communication Program. If Customer’s facility has an asbestos maintenance plan, the applicability of the plan to Seller’s services must be specifically pointed out to Seller, and a copy of the plan must be provided to Seller prior to Seller’s commencement of work. Customer shall ensure the safety of the work area and of Seller’s employees and agrees to defend, indemnify and hold Seller, its employees and contractors, and their insurers (the “Indemnified Parties”) harmless from any and all claims, demands, losses, liabilities, fines, penalties (including but not limited to OSHA penalties), costs (including but not limited to attorney’s fees) or other liability suffered or incurred by the Indemnified Parties as a result of Customers failure to do so.
UNEXPECTED OR HAZARDOUS CONDITIONS – If unforeseen conditions are discovered (such as the discovery of hazardous substances or conditions) which may increase the time or expense of performance, Seller shall be entitled to additional compensation for the effects of such unexpected conditions. If Seller and Customer cannot agree on such additional compensation, Seller may stop work without liability and Customer shall pay Seller for any services already performed, at Seller’s hourly rates. If Seller encounters materials which it believes may be hazardous, Seller may suspend its services until adequate testing and analysis have been conducted to confirm whether such materials are hazardous or not. In no event shall Seller or its contractors be responsible for the removal, abatement or disposal of any hazardous materials (including but not limited to asbestos, asbestos containing materials, hazardous waste, or infectious waste).

Installation Terms and Conditions
Rev. January 2025