Terms and Conditions

Acceptance

Del Palma Orthopedics’ (“DPO” and “Seller”) sale of goods or performance of services is strictly subject to the Terms and Conditions of Sale Including Limitations of Warranty (hereinafter “Terms and Conditions”) stated below. Buyer’s acceptance of the DPO goods is expressly conditioned upon Buyer’s consent to such Terms and Conditions. Buyer’s exception to any such Terms and Conditions must be in writing and received by DPO within ten (10) days of Buyer’s placement of order. Otherwise, Buyer shall be considered to have consented to the Terms and Conditions stated below upon the receipt of goods or services.

PAYMENT/CREDIT/SECURITY

All payments shall be made in U.S. dollars. Except as otherwise agreed in writing, payment shall be due thirty (30) days following the date of invoice. DPO reserves, and by its order Buyer grants, DPO a security interest in all goods furnished by DPO to Buyer wherever located until payment has been received. Buyer will promptly execute and deliver documents to perfect such security interest as DPO may determine to be necessary to perfect such security interest. All orders received are subject to credit approval. Buyer agrees to submit from time to time to DPO those items requested in order to establish or update Buyer’s credit. DPO shall be entitled to charge interest for payments not made in accordance with the stated or agreed upon terms of payment at the highest rate permitted by law on the date(s) such payment(s) were due. Whenever DPO, in good faith, deems itself insecure, it may, without prejudice or waiving any other rights or remedies it may have at law or in equity, cancel any outstanding orders with Buyer and/or hold production/shipment of any unfilled orders; modify or revoke its extension of credit to Buyer; reduce any unpaid debt by enforcing its security interest (and applying the proceeds there from); and take any other steps permitted by law and necessary or desirable to secure DPO with respect to Buyer’s payment for goods and services furnished or to be furnished. Buyer will pay DPO actual costs of collection, including but not limited to court costs, additional litigation expenses, and attorneys’ fees, incurred for collection of any delinquency. Buyer shall permit DPO at any reasonable time to make audits of its collateral, including records of shipments, sales and payment. DPO may demand immediate payment for goods shipped from Buyer’s location for which payment has not been received in accordance with agreed payment terms. Buyer shall have no right of offset against amounts owed to DPO.

ACCEPTANCE OF GOODS

Goods furnished by DPO in all events will be deemed to have been accepted within ten (10) days after receipt by Buyer, unless rightfully rejected within such period by written notice to DPO setting forth all the defects upon which the rejection is claimed. Claims for factory damage or shortages shall not be considered unless made in writing within thirty (30) days after receipt of the goods or services and accompanied by reference to our bill of lading and invoice numbers. Defective goods shall be held for DPO’s inspection.

NO WAIVER

The failure of DPO to enforce its rights or remedies under these Terms and Conditions shall not be construed as a waiver of any of its rights or remedies.

ENTIRE AGREEMENT/GOVERNING LAWS/SEVERABILITY

Except as otherwise agreed in writing, these Terms and Conditions constitute the entire agreement between DPO and Buyer, superseding all prior quotations and understandings, oral or written. All such previous communications are hereby abrogated and withdrawn, and no stipulations, representations or agreements by DPO or its officers, agents or employees shall be binding upon DPO unless reduced to writing and attached to and incorporated by reference herein, and no local, general, or trade custom shall alter or vary the terms hereof. Any questions concerning the validity, interpretation or effect of these Terms and Conditions, or interpretations and enforcement of the rights and obligations of the parties hereunder, shall be governed by the laws of the State of Indiana. If any provision hereof is determined invalid under applicable law, such invalidity shall be limited to such provisions without invalidating the remainder of the other provisions hereof.

WARRANTY INFORMATION

DPO warrants that the products supplied are fit and sufficient for the purposes intended; that products are merchantable, of good quality and free from defects, whether patent or latent, in materials or workmanship; and that products sold to Buyer hereunder conform to or exceed the higher of grading standards recognized by Seller’s industry. Seller further warrants that it has good title to the products supplied and that the products are free and clear from all liens and encumbrances. Such warranties, together with any other warranty set forth in the Seller’s advertising literature and service warranties and guarantees, shall run to Buyer, its successors and assigns.

RETURN GOODS POLICY:

If you have questions regarding product returns, please contact your local sales representative, your local sales representative or Customer Service at 888-875-4376 to the following:

  1. When returning items, please complete the DF-820.140.1 Returned Goods Form. This form must be returned with the Product.
  2. A minimum of 15 percent handling charge may be assessed for all items returned, plus any repackaging or refurbishing charges. Sterile packaged items may be returned for credit only if returned in the original unopened package and sterility is not compromised.
  3. The following products will not be accepted for return:
    1. Discontinued or obsolete products
    2. Products that are damaged while being used for purposes other than those intended.
    3. Products that have been invoiced over 90 days
    4. Contaminated products

Please notify the Customer Service Department within 30 days of the invoice date to receive credit for products that have either not been received or are damaged upon receipt.

DF-100 1 3 Terms and Conditions of Sale (Rev A)3 Term and Conditions of Sale (Rev A)