GENERAL Terms AND CONDITIONS OF SALE

Applicability
These general terms and conditions of sale (the “Terms”) are the only terms that govern the sale of the products and/or services (the “Products”) from the seller identified in the Quotation (the “Seller”) to the buyer identified in the Quotation (the “Buyer”).  Seller and Buyer are individually referred to herein as a “Party” and collectively referred to herein  as the “Parties”.  The quotation for the Products (the “Quotation”) and these Terms (collectively, the “Agreement”) comprise the entire agreement between the Parties with respect to the sale of the Products from Seller to Buyer, and this Agreement supersedes all prior discussions, negotiations, understandings and agreements between the Parties, both written and oral. This Agreement exclusively governs and controls the Parties' respective rights and obligations regarding the subject matter of this Agreement, and any additional or different terms contained in any purchase order of Buyer shall not modify this Agreement or be binding on the Parties.

Purchase Orders
Buyer shall submit a purchase order for the Products to Seller,and within five (5) business days following Seller’s receipt of the purchase order, Seller shall inform Buyer in writing of the Products accepted for supply to Buyer by Buyer’s requested delivery date. All purchase orders for the Products are subject to acceptance by Seller,and Seller shall be under no obligation to accept Buyer’s purchase orders. Seller shall deliver the Products subject to the confirmed purchase order within five (5) business days of the requested delivery date stated in the confirmed purchase order, and deliveries shall be deemed timely if the Products are delivered to Buyer within five (5) business days of the requested delivery date stated in the confirmed purchase order.

Shipments
All shipments of Products shall be delivered Ex Works Seller’s facility, Incoterms 2020 for transportation to Buyer’s designated facility unless otherwise agreed to between the Parties in the Quotation. Buyer shall be responsible for all shipping, handling and insurance costs related to shipment of the Products. Title to the Products and risk of loss for the Products passes to Buyer upon delivery of the Products to the selected carrier at Seller’s facility.

Product Warranty
All Products shipped to Buyer shall: (a)conform to the Product’s specifications in effect at the time of manufacture;(b) have been manufactured in accordance with all applicable laws; and (c) be free and clear of all encumbrances and liens of any kind. OTHER THAN ANY WARRANTY EXPRESSLY MADE IN THIS AGREEMENT OR IN ANY LABELING OR PACKAGE INSERT, SELLER DOES NOT EXTEND ANY ADDITIONAL PRODUCT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Product Inspection
Within ten (10) calendar days from receipt of a Product by Buyer, Buyer shall inform Seller in writing of any claim that the Product shipped fails to conform to the Product’s specifications.  Such written communication shall include any documentation reasonably requested by Seller to verify the alleged defect. If the Product is confirmed to be defective by Seller, Seller shall, at its option: (a) replace such Product at its cost and expense; or (b) refund all amounts paid by Buyer for such Product.  If such written communication is not provided to Seller within the prescribed time period, upon expiration of such time period, Buyer shall be deemed to have accepted the shipment of the Products as being in compliance with this Agreement.

Quality and Regulatory
Seller shall manufacture the Products under Seller’s ISO 13485 compliant quality system, and unless the Parties enter into a quality agreement indicating otherwise, Buyer shall be responsible for maintaining all quality and regulatory controls for the Products following delivery of the Products to the carrier at Seller’s facility, including all storage, distribution and post-market activities for the Product and any medical device that incorporates the Product.

Prices
Buyer shall purchase the Products from Seller at the prices set forth in the Quotation (the “Prices”).  The Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by a governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such taxes, duties and charges.

‍Payment Terms
‍Buyer shall pay to Seller all invoiced amounts within thirty (30) days after the date of Seller's invoice unless otherwise agreed to between the Parties in the Quotation. All payments shall be in U.S. dollars unless otherwise agreed to between the Parties in the Quotation. Overdue payments shall bear simple interest at an annual rate of two percent (2%) calculated on the basis of the number of days actually elapsed in a calendar year, beginning on the due date and ending on the day prior to the day on which payment is made in full. Interest accruing under this section shall be due on demand. In addition to all other remedies available under this Agreement or at law, Seller shall be entitled to suspend the delivery of all Products to Buyer if Buyer fails to pay any amounts due hereunder.

Termination
Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed its obligations under, or complied with, this Agreement; or (c) 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.

‍Compliance with Laws
Buyer shall comply with all laws applicable to this Agreement, Buyer’s performance of its obligations hereunder, and Buyer’s use of the Products. Without limiting the generality of the foregoing, Buyer shall: (a) at its own expense, maintain all certifications, credentials, licenses and permits necessary to conduct its business relating to the purchase or use of the Products; and (b) not engage in any activity involving the Products, by way of shipment, use or otherwise, that violates any law.

Governing Law; Jurisdiction
This Agreement is governed by, and shall be construed in accordance with the laws of the applicable state and/or country identified below without giving effect to any conflict of laws provisions thereof. All legal proceedings shall be instituted in the courts of the applicable state and/or country identified below. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. For Products sold by Collagen Solutions (US), LLC d/b/a Evergen: the State of Minnesota, United States of America; For Products sold by Collagen Solutions (UK) Limited t/a Evergen: Scotland; For Products sold by Collagen Solutions NZ Limited t/a Evergen: New Zealand

Confidential Information
All non-public, confidential or proprietary information of Seller, including but not limited to, Seller’s specifications and pricing, which is disclosed by Seller to Buyer, whether disclosed orally or disclosed in written, electronic or other form or media, and whether or not marked or otherwise identified as "confidential", is confidential, is solely for the use of performing this Agreement and may not be disclosed to any third party unless authorized in advance by Seller in writing. Upon termination or expiration of this Agreement, and at Seller's request at any time during the term of this Agreement, Buyer shall promptly return or destroy all confidential information received from Seller. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the Buyer; (b) is already known to the Buyer at the time of disclosure by Seller; or (c) is rightfully obtained by Buyer on a non-confidential basis from a third party.

Indemnification
‍Buyer shall defend, indemnify and hold Seller and its directors,officers, employees and agents harmless from and against any and all losses,damages, liabilities, costs and expenses, including reasonable attorney’s fees and court costs, to the extent resulting from any demand, claim, suit or cause of action brought by a third party and relating to: (a) misstatements,negligence, recklessness, intentional misconduct or fraud on the part of Buyer, or any of its directors, officers,employees or agents; (b) Buyer’s breach of any representation, warranty or covenant of this Agreement; (c) any statement made verbally or in writing by Buyer, or any of its directors, officers,employees or agents, with respect to the Products, which expands upon, or is inconsistent with, the information provided by Seller with respect to the Products; or (d) any medical device that incorporates the Product (including any product liability claim), except for claims alleging the Product was not manufactured in accordance with the Product’s specifications.

Limitation of Liability
‍IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES OF ANY KIND OR NATURE INCURRED BY THE BUYER AND ARISING IN CONNECTION WITH THIS AGREEMENT,WHETHER BASED UPON BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  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, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID FROM BUYER TO SELLER PURSUANT TO THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Performance Delay
The performance of a Party impacted by a Force Majeure Event, other than the satisfaction of payment obligations that have accrued under this Agreement, is delayed, without liability, for the duration of the Force Majeure Event.  “Force Majeure Event” means any event beyond the reasonable control of the Party affected by such circumstance, including without limitation, an act of God, flood, fire, earthquake,storm, pandemic, epidemic, explosion, war, invasion, terrorist threat or act, riot or other civil unrest, embargo, blockade, action by any governmental authority,national or regional emergency, telecommunication breakdown, power outage or shortage, inadequate transportation services, and an inability or delay in obtaining raw materials.

Assignment
Buyer's rights, interests or obligations hereunder may not be assigned, transferred or delegated by Buyer without the prior written consent of Seller. Any purported assignment or delegation in violation of this section is null and void, and no assignment or delegation shall relieve Buyer of any of its obligations under this Agreement

Independent Contractors
The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
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‍Amendment
This Agreement may only be amended with the written consent of both Parties.

Severability
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, shall remain in full force and effect as if such invalid or unenforceable term had never been included.

Waivers
Failure to enforce any term of this Agreement is not a waiver of future enforcement of that term or any other term of this Agreement. No term of this Agreement shall be deemed waived unless such waiver is in writing and signed by the Party providing such waiver.

No Third-Party Beneficiaries
Except as otherwise set forth in this Agreement, nothing in this Agreement is intended to confer benefits, rights or remedies to any third party.
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