Terms & Conditions of Purchase

Each Purchase Order placed for goods is subject to these standard purchase terms and the terms of the applicable Purchase Order, and is conditional upon Supplier’s agreement to such terms. Supplier shall be deemed to have agreed to be bound by such terms by accepting the Purchase Order and delivering the goods.

Delivery of Goods and Services.

1. Supplier agrees to supply and deliver the Goods to Exocor, as applicable, on the terms set out in this Agreement.
2. Supplier shall, at its own expense, pack, load, and deliver Goods to the Delivery Point and in accordance with the invoicing, delivery terms, shipping, packing, and other instructions printed on the face of the Purchase Order or otherwise provided to Supplier by Exocor in writing.
3. No charges will be allowed for freight, transportation, insurance, shipping, storage, handling, demurrage, cartage, packaging or similar charges unless provided for in the applicable Purchase Order or otherwise agreed to in writing by Exocor.
4. Time is of the essence with respect to delivery of the Goods. Goods shall be delivered by the applicable Delivery Date. Supplier must immediately notify Exocor if Supplier is likely to be unable to meet a Delivery Date.
5. At any time prior to the Delivery Date, Exocor may, upon notice to Supplier, cancel or change a Purchase Order, or any portion thereof, for any reason, including, without limitation, for the convenience of Exocor or due to failure of Supplier to comply with this Agreement, unless otherwise noted.
6. Title and risk of loss or damage shall pass to Exocor upon receipt of Goods at the Delivery Point, unless otherwise agreed to by the Exocor in writing.
7. Supplier shall follow all instructions of Exocor and cooperate with Exocor’s customs broker as directed by Exocor (including by providing requested shipping documentation) with respect to all Goods that originate from sources or suppliers based outside Canada.
8. Supplier shall comply with all the requirements of the Canada Border Services Agency (or any successor organization) with respect to the importation of Goods from outside Canada.

Counterfeit, Fraudulent and Substandard Items (CFSI):

1. Only new and authentic material is to be supplied to Exocor. The supply of reconditioned, used suspect counterfeit/fraudulent materials/items (CFSI) is prohibited unless otherwise specified in writing by Exocor. All products are to be properly packaged and labeled as the brand/trade name specified on the Purchase Order. Proof, including documentation/certification shall be made available to authenticate the products and provide traceability to the specified manufacturer.
2. The supplier assumes accountability, and in the event of non-compliance/rejection shall, at Exocor's option, promptly replace or repair, or accept return at full value. Further, the Seller shall be responsible for any additional costs related to corrective action.

Inspection; Acceptance and Rejection.

1. All shipments of Goods shall be subject to Exocor’s right of inspection. Exocor shall have five (5) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point to undertake such inspection, and upon such inspection Exocor shall either accept the Goods or reject them.
2. Exocor shall have the right to reject any Goods that are delivered in excess of 10% the quantity ordered or are damaged or defective.
3. In addition, Exocor shall have the right to reject any Goods that are not in conformance with the Specifications or any term of this Agreement. Transfer of title to Exocor of Goods shall not constitute Exocor’s Acceptance of those Goods. Exocor shall provide Supplier within the Inspection Period notice of any Goods Services that are rejected, together with the reasons for such rejection.
4. If Exocor does not provide Supplier with any notice of rejection within the Inspection Period, then Exocor will be deemed to have provided Acceptance of such Goods. Exocor’s inspection, testing, or Acceptance or use of the Goods hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods, and such warranties shall survive inspection, test, Acceptance and use of the Goods.
5. Exocor shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Exocor’s option, either: (i) full credit or refund of all amounts paid by Exocor to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Exocor.
6. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Exocor. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by Exocor, and is accompanied by a written disclosure of Exocor’s prior rejection(s).

Price/Payment Terms.

1. Prices for the Goods will be set out in the applicable Purchase Order. Price increases or charges not expressly set out in the Purchase Order shall not be effective unless agreed to in advance in writing by Exocor.
2. Supplier will issue all invoices on a timely basis. All invoices delivered by Supplier must meet Exocor’s requirements, and at a minimum shall reference the applicable Purchase Order.
3. Exocor shall have the right to withhold payment of any invoiced amounts that are disputed in good faith until the parties reach an agreement with respect to such disputed amounts and such withholding of disputed amounts shall not be deemed a breach of this Agreement nor shall any interest be charged on such amounts.

Taxes.

1. Unless otherwise stated in a Purchase Order, all prices or other payments stated in the Purchase Order are exclusive of any taxes. Supplier shall separately itemize all applicable taxes each on each invoice and indicate on each invoice its applicable tax registration number(s).
2. Exocor will pay all applicable taxes to Supplier when the applicable invoice is due. Supplier will remit all applicable taxes to the applicable government authority as required by applicable laws.

Hazardous Materials.

Supplier agrees to provide, upon and as requested by Exocor, to satisfy any applicable laws governing the use of any hazardous substances either of the following: (a) all reasonably necessary documentation to verify the material composition, on a substance by substance basis, including quantity used of each substance, of any Goods, and/or of any process used to make, assemble, use, maintain or repair any Goods; or (b) all reasonably necessary documentation to verify that any Goods and/or any process used to make, assemble, use, maintain or repair any Goods, do not contain any particular hazardous substances specified by Exocor.

Confidentiality.

Supplier shall safeguard and keep confidential any and all information relating to Exocor obtained by it or provided to it by Exocor in connection with this Agreement, and shall use such information only for the purposes of carrying out its obligations under this Agreement.

Indemnities.

Supplier shall indemnify, defend and hold harmless Exocor, its Affiliates, and their respective officers, directors, employees, consultants, and agents (the “Exocor Indemnified Parties“) from and against any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Exocor Indemnified Parties or any of them arising out of: (a) death, bodily injury, or loss or damage to real or tangible personal property resulting from the use of or any actual or alleged defect in the Goods or Services, or from the failure of the Goods or Services to comply with the warranties hereunder; (b) any claim that the Goods or Services infringe or violate the Intellectual Property Rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission of Supplier or any of its Affiliates or subcontractors; (d) Supplier’s breach of any of its obligations under this Agreement; or (e) any liens or encumbrances relating to any Goods or Services.

Limitation of Liability.

EXCEPT FOR SUPPLIER’S OBLIGATIONS UNDER INDEMNITIES, AND EXCEPT FOR DAMAGES THAT ARE THE RESULT OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY FOR ANY MATTER RELATING TO THIS AGREEMENT.

Severability.

If any provision of this Agreement is determined to be unenforceable or invalid for any reason whatsoever, in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part thereof and all other provisions shall continue in full force and effect.