SATISFIED THAT THE NUVASIVE FACILITY AND NUVASIVE'S HANDLING AND
STORAGE PRACTICES CONFORM TO ALL OF REQUIREMENTS SET FORTH IN THIS AGREEMENT AND
IMPOSED BY GOVERNING LAW (AS DEFINED IN SECTION 12) AND ALL APPLICABLE
REGULATIONS.
3.
PROFESSIONAL FEES, PURCHASE ORDERS, AND TERMS OF PAYMENT.
(A)
PROFESSIONAL FEES.
IN CONSIDERATION OF SERVICES PERFORMED BY BTC
AND THE TISSUES TO BE PROCESSED BY BTC, NUVASIVE SHALL PAY TO BTC PER PARTICULAR
TYPE OF TISSUE AS SET FORTH IN DETAIL ON EXHIBIT A ATTACHED HERETO AND MADE A
PART HEREOF.
BTC WILL INVOICE NUVASIVE FOR ALL TISSUES SHIPPED TO NUVASIVE AS
OF THE DATE OF EACH SHIPMENT AND PAYMENT FROM NUVASIVE SHALL BE DUE WITHIN 30
DAYS FROM THE DATE OF INVOICE.
(B)
PURCHASE ORDERS AND TERMS OF PAYMENT.
NUVASIVE SHALL PLACE ORDERS
FOR TISSUES BY TRANSMITTING A WRITTEN PURCHASE ORDER VIA FACSIMILE, E-MAIL OR
FIRST CLASS MAIL TO BTC AT THE ADDRESS OR FACSIMILE NUMBER IDENTIFIED IN THE
PREAMBLE OF THIS AGREEMENT.
THE TERMS AND CONDITIONS SET FORTH IN SUCH PURCHASE
ORDERS SHALL APPLY TO BTC'S FEE-FOR-SERVICE TO NUVASIVE AND DELIVERY OF THE
TISSUES TO NUVASIVE.
EXCEPT AS OTHERWISE SET FORTH UNDER THIS AGREEMENT,
PAYMENT FOR THE TISSUES SHALL BE DUE TO BTC NO LATER THAN 30 DAYS FOLLOWING DATE
OF SHIPMENT TO NUVASIVE.
NUVASIVE SHALL BE RESPONSIBLE FOR INVOICING HOSPITALS
AND COLLECTING PAYMENT FROM ITS CUSTOMERS (END USERS).
NUVASIVE'S OBLIGATION TO
PAY BTC SHALL NOT BE DEPENDENT UPON TO NUVASIVE'S ACTUAL COLLECTION OF REVENUES
FROM ITS CUSTOMERS.
4.
DELIVERY AND TITLE.
(A)
TIMING AND PLACE OF DELIVERY.
THE PARTIES ACKNOWLEDGE AND AGREE
THAT BTC WILL SHIP THE TISSUES DIRECTLY TO NUVASIVE AND THAT NUVASIVE WILL
MAINTAIN AN
4
INVENTORY OF SUCH TISSUES FOR DISTRIBUTION BY NUVASIVE TO ITS CUSTOMERS.
BTC
SHALL USE ITS BEST EFFORTS TO SHIP THE TISSUES WITHIN TWENTY-FOUR (24) HOURS OF
THE TIME THE PURCHASE ORDER IS RECEIVED IF NUVASIVE REQUESTS EXPEDITED
DELIVERY.
IF EXPEDITED DELIVERY IS NOT REQUESTED, BTC SHALL SHIP THE TISSUES IN
ACCORDANCE WITH THE TIME PERIOD SPECIFIED IN THE PURCHASE ORDER.
BTC SHALL
PROVIDE ADEQUATE INSURANCE FOR THE TISSUES UNTIL SUCH TISSUES(S) HAVE BEEN
RECEIVED BY NUVASIVE.
TITLE AND RISK OF LOSS AND DAMAGE WITH RESPECT TO ALL
TISSUES PURCHASED BY NUVASIVE UNDER THIS AGREEMENT SHALL REMAIN WITH BTC UNTIL
NUVASIVE HAS RECEIVED THE TISSUES AT ITS DESIGNATED ADDRESS.
RECEIPT SHALL BE
EVIDENCED BY THE SIGNATURE OF ANY NUVASIVE EMPLOYEE ON THE CARRIER'S DELIVERY
DOCUMENTATION, OR OTHER DOCUMENTATION PROVIDED BY THE CARRIER.
(B)
PACKAGING.
ALL TISSUES SHALL BE SUITABLY PACKED FOR SHIPMENT IN
CONTAINERS ADEQUATE TO INSURE SAFE ARRIVAL OF THE TISSUES AT NUVASIVE'S
DESIGNATED DELIVERY DESTINATION.
BTC SHALL SUPPLY ALL PACKAGING AND LABELING
MATERIALS FOR THE TISSUES; PROVIDED, HOWEVER, SUCH PACKAGING AND LABELING MUST
BE IN ACCORDANCE WITH SPECIFICATIONS AND FORMAT PROVIDED BY NUVASIVE.
BTC SHALL
MARK ALL CONTAINERS WITH NECESSARY SHIPPING AND HANDLING INFORMATION, PURCHASE
ORDER NUMBERS AND DATE OF SHIPMENT.
AN ITEMIZED PACKING LIST SHALL ACCOMPANY
EACH SHIPMENT, WHICH WILL ALSO CONTAIN CUSTOMER PURCHASE ORDER NUMBER(S),
CATALOG NUMBERS, AND SERIAL