Teleflex LLC
3015 Carrington Mill Blvd, Morrisville, NC 27560
Phone: 866-246-6990
cs@teleflex.com

United States

Standard Terms and Conditions of Sale – Products
These standard terms and conditions of sale (“Terms”) apply to all orders received from and all sales made to customer(“Customer”) by Teleflex LLC (“Teleflex”), a Teleflex Incorporated company, for products (“Products”). Teleflex’s offer to sell
Products to Customer, and Teleflex’s acknowledgment of any purchase order or other Customer document (“Order”) is hereby
expressly limited to and conditioned on Customer’s acceptance of these Terms. The applicability of terms contained in
Customer’s Order is limited to the identification and the quantity of Products ordered. Teleflex objects to and rejects all other
Customer terms, in any form, that are different from or additional to these Terms, except that if a written contract is already ineffect between Teleflex and Customer for purchase of the ordered Products, the terms of that contract will prevail to the extent
that those terms are inconsistent with these Terms. Teleflex reserves the right to change these Terms at any time without notice.
Any Orders placed after these Terms are changed will be subject to the amended Terms.
1.

Credit Terms. If Customer qualifies, Teleflex may extend credit to Customer after approval of credit application, in whichcase Customer shall pay for Products in full based on the payment terms specified in Teleflex’s invoice. If at any time
Customer’s financial condition becomes unsatisfactory to Teleflex, in Teleflex’s sole discretion, or if Customer fails to makeany payment when due, in addition to any other rights Teleflex may have, Teleflex may defer or decline to make any
shipments hereunder or may condition any such shipments on receipt of satisfactory security or cash payments in advance.

2.

Orders. Order quantities must meet stated minimums for Products. Orders received with a value of less than $250.00 will be
subject to a handling charge of $25.00. All Orders are subject to acceptance by Teleflex, which may be in writing orelectronic record delivered to Customer or by shipping Products. Teleflex may accept any Order in whole or in part, andTeleflex’s shipment of less than all Products ordered will constitute acceptance of the Order only as to those Products
shipped. Customer may cancel a pending Order, in whole or in part, for Products (other than special order, private label orotherwise custom Products) only by written notice to Teleflex Customer Service prior to Teleflex processing the Order. Anyrequest to cancel an Order after processing is subject to Teleflex’s written approval, and Teleflex reserves the right to chargea restocking fee with respect thereto.

3.

Taxes. Prices do not include any applicable taxes, tariffs, duties, fees, or charges of any type imposed by any governmental
authority, whether federal, state, local or foreign, in connection with the Order. If applicable, a separate charge for any suchtaxes, tariffs, duties, fees or charges will be shown on Teleflex’s invoice, and Customer is responsible for, and agrees to,their payment in full (unless when the Order is submitted Customer provides Teleflex with an exemption certificate or otherdocuments satisfactory to Teleflex and acceptable to taxing or custom authorities). Customer shall reimburse Teleflex theamount of any such taxes, tariffs, duties, fees or charges that Teleflex is required to prepay.

4.

Delivery and Risk of Loss; Security Interest. Except as otherwise expressly stated herein, all deliveries will be F.O.B.
Teleflex’s shipping point, and will be packed in Teleflex’s standard commercial shipping packages. Title and risk of loss ordamage will pass to Customer when Teleflex has delivered the Products to the carrier for shipment to Customer. Customer
hereby grants to Teleflex, and its successors and assigns, a security interest in all Products until all amounts due or to
become due under these Terms have been paid, and agrees, without further consideration, to execute and deliver all
documents reasonably requested by Teleflex to perfect its security interest.

5.

Shipping. All applicable shipping charges are the responsibility of Customer and will be prepaid by Teleflex and invoiced to
Customer or paid directly by Customer. Shipping and delivery dates are estimates only. Teleflex reserves the right to fill
Orders with multiple shipments. Products may be placed on backorder at Teleflex’s sole discretion, and if Product availability
is limited for any reason, Teleflex may fill orders or otherwise allocate Products in any manner it deems appropriate. Underno circumstances will Teleflex be liable for failure to deliver or for Customer’s failure to receive Products by a certain date.
Orders with requested shipment directly to a patient, temporary/mobile site or residential address will not be filled.
•

Standard Freight Terms. Teleflex will ship all Products via preferred standard ground service carriers with charges
prepaid and invoiced to Customer and subject to the terms and conditions of Teleflex’s Value Ship Program, available atwww.teleflex.com/usa/services/value-ship/, unless Customer elects Collect terms in accordance with the procedures
stated in the following paragraph. Customer is responsible for all applicable freight upgrades, including but not limited toany special level of service, handling or packaging, expedited freight charges, liftgate service and special delivery
appointments, requested by Customer.

•

Third-Party Freight Programs. To opt out of Teleflex’s Value Ship Program and participate in a third-party freightprogram, in which case applicable freight charges will be billed to Customer’s designated third-party freight collectaccount, Customer must submit a written request of its election to Teleflex at cs@teleflex.com no later than 10 calendar
days before expected implementation of the change. All election requests must include designation of a qualified carrier,Standard Terms and Conditions of Sale – Products (US v.24-OCT-2022)1

applicable billing information and a collect account number for each applicable Customer facility, and any otherapplicable special instructions for the third-party freight program. Following Teleflex’s approval of the election request,
Customer’s account will be changed to Collect, and shipments will be subject to the fees and charges imposed by thedesignated carrier. Notwithstanding the foregoing, Teleflex reserves the right to change the terms applicable to Collectshipments to Prepaid and Add (using the list rates from the carrier selected by Teleflex at the time of shipment) if any
applicable shipment is not collected within 24 hours of contacting Customer’s designated carrier for pickup or that carrier
fails to provide sufficient capacity for Customer’s order volume or the requisite transportation equipment (i.e., trailers,cargo containers). Teleflex will not be liable for any disputed freight incorrectly charged if Customer fails to comply withthe requirements stated herein.
•

Expedited Orders. Expedited Orders are only processed when specifically requested by Customer at the time ofordering. Requests for expedited parcel Orders must be received by Teleflex before 2pm eastern time, and include theexact level of service requested (e.g., Second Day, Overnight, Overnight Early AM) and a valid address to which thedesignated carrier delivers. Expedited Orders are not eligible for free freight of any type, and Customer is responsible for
all freight charges as prepaid and added to Teleflex’s invoice, or through provision of a third-party collect accountnumber. Teleflex assumes no liability for the reliability or outcome of requests for expedited Orders.

6.

Acceptance and Returns. Customer shall inspect Products promptly upon their receipt. Any damage should be noted on
the freight bill and reported to the carrier. Unless Customer notifies Teleflex Customer Service in writing within 10 calendar
days after receipt of the Products of shipping discrepancies or that the Products are upon inspection non-conforming or
defective, describing the alleged non-conformance or defect in reasonable detail, Customer will be deemed to have accepted
the Products. Products delivered and accepted under these Terms are not returnable except in accordance with Teleflex’s
Return Goods Policy, available at www.teleflex.com/usa/en/legal/terms-and-conditions-of-sale/.

7.

Payment Terms. Customer shall pay the amount stated on Teleflex’s invoice within 30 calendar days from the invoice dateunless otherwise expressly stated in these Terms. All amounts payable under these Terms are denominated in the currency
invoiced unless expressly agreed otherwise by Teleflex in writing. Customer shall promptly notify Teleflex Customer Service
at cs@teleflex.com in writing of any disputed invoice, and shall not make any discounts or setoffs against any invoices
unless approved in advance by Teleflex. Any invoiced amount not paid when due may, in Teleflex’s sole discretion, bearinterest at the rate of 1.5% per month or the highest rate then permitted by law, whichever is less, until paid in full. Teleflex
reserves the right to exercise any of its lawful remedies if Customer fails to make payments when due, and Customer shallpromptly reimburse Teleflex for all costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by
Teleflex in collecting sums due it under these Terms. Customer will be subject to a fee of $50.00 for any checks returned
unpaid to Teleflex for any reason.

8.

Force Majeure. Each of Teleflex and Customer will be excused from any default in its obligations under these Terms, otherthan the payment of money due, resulting from any act or event beyond its reasonable control, including but not limited toacts of God, accident, fire, flood, storm, riot, war, sabotage, explosion, strike, lockout, labor disturbance, pandemic,
epidemic, governmental action, inability to obtain raw materials, labor, component products or transportation, failure of
normal sources of supply, or any similar or different contingency that would make performance or timely performancecommercially impracticable. The party relying on any of these acts or events of force majeure shall notify the other thereof
promptly after it becomes known to that party. If any of these acts or events of force majeure exceed 60 calendar days, theneither party may, as its sole remedy, cancel outstanding Orders to the extent not previously fulfilled by notifying the otherparty in writing. Neither party will be liable for damages resulting from such cancellation.

9.

Limited Warranty. Unless a more specific limited warranty is expressly granted in the Instructions For Use, or Operating
Manual if applicable, published by Teleflex for the Product (“Product Documentation”) (in which case such warranty
governs), Teleflex warrants that, subject to the exceptions stated herein, each Product will substantially conform to the
published specifications contained in the Product Documentation and will be free from defects in materials and workmanship,from the date of purchase until the expiration date printed on the Product’s packaging or, if no such expiration date applies,
for one year from the date of purchase (as applicable, the “Warranty Period”). The foregoing warranty will be void and of noeffect if the Product is: (a) stored, installed, maintained, operated or used in any manner inconsistent with the Product
Documentation, (b) subjected to abuse, misuse, neglect, mishandling, accident or unusual physical or environmental(including but not limited to thermal or electrical) stress; or (c) repaired, altered or modified other than by Teleflex authorized
service personnel.
THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY STATEDHEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE
FOREGOING WARRANTY IS GIVEN SOLELY TO THE ORIGINAL CUSTOMER AND IS NOT GIVEN TO, NOR MAY IT BE
RELIED UPON BY, ANY THIRD PARTY. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIESSO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER. CUSTOMER MAY ALSO HAVE OTHER RIGHTS,
WHICH VARY, FROM STATE TO STATE.

Standard Terms and Conditions of Sale – Products (US v.24-OCT-2022)

2

TELEFLEX’S SOLE OBLIGATION AND CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF THE FOREGOING
WARRANTY IS, AT TELEFLEX’S OPTION, TO REPAIR OR REPLACE THE NON-CONFORMING OR DEFECTIVEPRODUCT OR TO CREDIT TO CUSTOMER’S ACCOUNT THE PURCHASE PRICE PAID BY CUSTOMER FOR THE
NON-CONFORMING OR DEFECTIVE PRODUCT. All claims for breach of the foregoing warranty shall be made by
Customer, by contacting Teleflex Customer Service in accordance with Teleflex’s Return Goods Policy, available atwww.teleflex.com/usa/en/legal/terms-and-conditions-of-sale/, to obtain a return goods authorization, within the applicable
Warranty Period and no later than 60 calendar days after discovery of the alleged non-conformance or defect in the Product.
Unless otherwise directed in writing by Teleflex, within 60 calendar days after receiving a return goods authorization,
Customer shall package the allegedly non-conforming or defective Product in its original shipping carton, or a functional
equivalent, and ship it to Teleflex for inspection and verification of the alleged non-conformance or defect. Teleflex shall
reimburse Customer for its reasonable documented shipping costs of returning the Product, and assume the risk of loss ordamage to such returned Product while in transit, after verification by Teleflex of the alleged non-conformance or defect. If
no breach of the foregoing warranty is discovered by Teleflex upon receipt of the returned Product, to the extent practicable
the Product will be returned to Customer at Customer’s expense, and Customer shall reimburse Teleflex for its shipping
costs. All warranty claims not made in compliance with this section shall be deemed to have been waived.
PRODUCTS PURCHASED FROM OTHER THAN TELEFLEX OR ITS LIMITED AUTHORIZED DISTRIBUTION NETWORK,
SUCH AS THROUGH BROKERS, INDEPENDENT DISTRIBUTORS OR ONLINE MARKETPLACES (SOMETIMESREFERRED TO AS THE “GRAY MARKET”), MAY BE COUNTERFEIT, MODIFIED, BEYOND TELEFLEX’SRECOMMENDED SHELF LIFE, OR IMPROPERLY STORED OR HANDLED. TELEFLEX DOES NOT PROVIDE, AND
EXPRESSLY DISCLAIMS, ANY WARRANTY COVERAGE OR CUSTOMER SUPPORT FOR SUCH PRODUCTS
PURCHASED FROM ANY SOURCE EXCEPT TELEFLEX OR ITS AUTHORIZED DISTRIBUTORS.
10. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, (A) TELEFLEX’S LIABILITY AND
OBLIGATIONS WITH RESPECT TO ANY CLAIM(S) RESULTING OR ARISING FROM OR RELATING TO THESE TERMS,WHETHER IN CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AND EVEN IF CUSTOMER’S EXCLUSIVEREMEDY FAILS OF ITS ESSENTIAL PURPOSE, WILL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL
PURCHASE PRICE RECEIVED BY TELEFLEX FOR THE PRODUCTS ORDERED BY CUSTOMER, AND (B) TELEFLEXSHALL IN NO EVENT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, WHETHER IN CONTRACT,STRICT LIABILITY, TORT OR OTHERWISE, FOR ANY LOST PROFITS OR SPECIAL, PUNITIVE, EXEMPLARY,CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF TELEFLEX HAS
BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
11. Unauthorized Distribution; Import/Export; Export Control. Unless authorized by Teleflex in writing in advance, Customer
shall not resell or distribute Products outside the country to which Teleflex ships Customer’s Order. The sale of Products inviolation of this section voids Teleflex warranties to the extent permitted by applicable law. If Customer is outside the UnitedStates and approved by Teleflex to import Products at the final intended destination, then Customer will be responsible forobtaining all required import licenses and making proper customs entry for the Products. For routed export shipments out of
the United States, Customer is responsible for meeting applicable United States export regulations and declarations.
Customer shall not re-export any Products from the destination country. Customer further acknowledges that the Products
and any related software and technical information provided under these Terms are subject to U.S. and other export laws
and regulations. Customer shall not export, re-export, transfer or transmit the Products, or any such software or technicalinformation, except in compliance with all such laws and regulations. At Teleflex’s request, Customer shall sign written
assurances and other export-related documents as may be required for Teleflex to comply with export laws and regulations.
12. Intellectual Property Ownership. Subject to any license necessary for Customer’s use of a Product that incorporates
software, no transfer of any right, interest, ownership or any intellectual property will occur under these Terms. Teleflex or, if
applicable, Teleflex’s licensor retains all interest to software, modifications, improvements, upgrades, derivative works and allother intellectual property rights in connection with the software incorporated in or used by the Products. Customer will haveno right to or interest in any Teleflex intellectual property, including but not limited to copyrights, trade secrets, know how,patents, websites, internet domain name registrations, trademarks or trade names, applied for, owned, used or claimed now
or in the future by Teleflex, its affiliates or licensors.
13. Safe Medical Device Act. If Customer files with the U.S. Food and Drug Administration (“FDA”) an FDA Form 3500A or asimilar form of medical device report under the federal Safe Medical Device Act, regarding the Products or any part of the
Products, then Customer shall simultaneously furnish to Teleflex a copy of the form or report. Customer shall maintainadequate tracking for the Products to enable Teleflex to meet the FDA requirements applicable to tracking of medical
devices. If Teleflex recalls the Products or any part of the Products, Customer shall cooperate fully with Teleflex in
implementing the recall, including but not limited to by returning the Products to Teleflex to the extent that Teleflex requests.
14. Fraud and Abuse. Each party represents that it has never been debarred, excluded or suspended by the Office of Inspector
General of the Department of Health and Human Services; otherwise deemed ineligible to participate in federal healthcare orStandard Terms and Conditions of Sale – Products (US v.24-OCT-2022)3

procurement programs, or to the extent applicable, state healthcare or procurement programs; or convicted of a criminal
offense regarding health care reimbursement.
15. Discount Reporting Obligations. If the pricing offered to Customer hereunder constitutes “a discount or other reduction in
price” for purposes of the federal Anti-Kickback Statute (“AKS”) discount exception (42 U.S.C. §1320a-7b(b)(3)(A)) and the
AKS discount safe harbor (42 C.F.R. §1001.952(h)), Customer shall disclose the discount or reduction in price to the full
extent required under any state or federal program that provides cost or charge-based reimbursement to Customer for
Products. Customer may also be required, upon request, to provide documentation of the discount or other reduction in priceto the Secretary of the Department of Health and Human Services and/or state agencies. Customer shall make written
request to Teleflex if Customer requires additional information from Teleflex to meet its reporting requirements.
16. Access to Books and Records. Until the expiration of four years after the furnishing of services under these Terms,
Teleflex shall make available upon written request of the Secretary of Health and Human Services or the Comptroller
General of the United States, or any of their duly authorized representatives, these Terms and such books, documents andrecords of Teleflex as are necessary to certify the nature and extent of the costs under these Terms. If Teleflex carries out
any of its duties under these Terms through a subcontract, for the value or cost of $10,000 or more over a 12-month period,
the subcontract must contain a clause placing the same duty on the subcontractor as these Terms place on Teleflex. If
applicable law or regulations are effectively amended to increase or decrease the annual amount necessary to require thisclause, the amount stated herein will be amended accordingly. Notwithstanding the presence of this section in these Terms,
this section only applies if the actual dollar amount paid during any 12-month period equals or exceeds the government
threshold amount.
17. Confidentiality. Teleflex may disclose confidential information to Customer, including but not limited to invoice terms,
Product pricing and new product introductions. Customer shall not use, publish or disclose, or cause anyone else to use,
publish or disclose, such confidential information without Teleflex’s prior written consent, except information subject to legal
process or if Customer can demonstrate the information was already known to, independently developed by, or publicly
available to Customer prior to Teleflex’s disclosure, or as otherwise permitted by these Terms. If disclosure is required bylaw, Customer agrees to provide prompt notice to Teleflex before any disclosure.
18. Applicable Law and Venue. These Terms and the transactions contemplated hereby are governed by, and to be construedin accordance with, the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of law principles thereof.
The United Nations Convention on Contracts for the International Sale of Goods will not, for any purpose, govern or apply tothe sale of any Products hereunder. Any legal action relating to the Products shall be commenced and maintained
exclusively before the Pennsylvania state court of record in Montgomery County, Pennsylvania or the United States District
Court for the Eastern District of Pennsylvania. By purchasing the Products, Customer hereby submits to the jurisdiction of
those courts and waives any right to challenge or otherwise raise questions of personal jurisdiction or venue in any actioncommenced or maintained therein. Each party hereby waives any right to jury trial in connection with any legal action in any
way arising out of or related to these Terms.
19. Assignment; No Third-Party Beneficiaries. Customer shall not transfer or assign these Terms or any interest herein, by
operation of law or otherwise, without Teleflex’s prior written consent. Any attempted transfer or assignment without suchconsent will be void. Teleflex may assign its rights and delegate its duties under these Terms. The rights and remedies
conferred under these Terms apply only to Teleflex and Customer, and are not to be construed to inure to the benefit of or toprovide any right of action to any other person or entity, including but not limited to any patient or third-party payor.
20. Miscellaneous. These Terms contain the entire agreement, and supersede any prior written or oral agreements orunderstandings, between Teleflex and Customer regarding the subject matter hereof. The express terms hereof control andsupersede any course of performance or usage of the trade inconsistent with any of these Terms. No failure by Teleflex toinsist on strict performance of any of term or condition hereof will constitute a waiver of such term or condition or any breach
thereof, nor will such failure in any way affect Teleflex’s legal remedies regarding any default by Customer hereunder. No
addition to or waiver, modification or cancellation of any provision of these Terms will be binding upon Teleflex unless inwriting and signed by a duly authorized representative of Teleflex. If any provision of these Terms is held to be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions will, to the extent permitted by law, not in
any way be affected or impaired thereby.

Standard Terms and Conditions of Sale – Products (US v.24-OCT-2022)4