Purchase Orders issued by ARANZ MEDICAL LIMITED and/or one of its affiliated companies (collectively, “AML”) are subject to these Terms of Supply, and by accepting a Purchase Order and supplying the goods (“Supplier Products”), the supplier (the “Supplier”) will be deemed to have accepted and agreed to all of same:

1)    Interpretation

In these Terms of Supply the following words will have the meanings assigned to them in this clause, except where inconsistent with the context.

1. “Intellectual Property Rights” means:

i. any and all proprietary rights (whether or not registerable) provided under, (i) patent law, (ii) copyright law, (iii) trade-mark law, (iv) design patent or industrial design law, (v) semi-conductor chip or mask work law, or (vi) any other statutory provision or common law principle applicable to these Terms of Supply, including trade secret law, which may provide a right in either ideas, designs, formulae, algorithms, concepts, inventions or know-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventions or know-how; and

          ii. any and all applications, registrations, licences, sub-licences, franchises, agreements or any other evidence of a right in any of the foregoing; and

         iii. any and all other industrial or intellectual property rights, whether protectable by statute, at common law or equity.

• “Purchase Order” means an order placed by AML with Supplier for the Supplier Products;
• “Parties” means Supplier and AML and their respective successors and permitted assigns, and Party means any one of them;
• “Price” means the means the price to be paid by AML for the Supplier Products;
• “Product Specifications” means the product specifications published by Supplier with respect to Supplier Products at the time a Purchase Order is issued by AML, except that in cases where AML and Supplier have specifically agreed in writing on a Product Specification for a specific Supplier Product, the Product Specification will be that agreed;
• “Unit” means a discrete item of Supplier Product hardware; and
• “Warranty Period” for each of Unit is the period commencing on the Product Acceptance Date for that Unit and ending on the first to occur of: (i) the date that is 18 months after the Product Acceptance Date, or (ii) the date that is 12 months after delivery of that Unit by AML to the end-customer.

2)    Placement of Purchase Orders and Supply of Products

1. Orders:  Each Purchase Order will specify the Supplier Products, quantity, price and AML’s required delivery date (the “Delivery Date“) for that order.  Pricing and delivery dates will be according to Supplier’s published price list and terms of trade, unless the Parties shall otherwise agree in a specific instance. Purchase Orders will be transmitted by email.
2. Changes to Orders:  AML may, acting reasonably, make changes and reschedule the Supplier Products to be delivered including:
   1.           a deferral of the Delivery Date specified in a Purchase Order; or
   2.           a variation to the quantity of the Supplier Products required to be delivered pursuant to a Purchase Order; or
   3.           cancellation of a Purchase Order,
   • and Supplier will use its reasonable endeavours to facilitate the changes to the Purchase Order; however, Supplier will not be obligated to agree to changes in Purchase Orders with a Delivery Date in less than three (3) months.  AML will have an absolute right to modify or cancel  Purchase Orders with a Delivery Date after three (3) months.
3. Binding nature of Purchase Orders:  Except as set forth above and in clauses 3.2 and 3.5 below, Purchase Orders bind both parties to the delivery of, and payment for, the Supplier Products specified in the Purchase Order at the Price.
4. Delivery: Following receipt of each Purchase Order, Supplier will deliver the Units specified in a Purchase Order to the address specified by AML in that Purchase Order on or before the Delivery Date applicable to that Purchase Order.  Supplier acknowledges that AML will be relying on timely deliveries from Supplier in order to meet its contractual obligations to others and that timely deliveries go to the essence of these Terms of Supply.

3)    Other Terms

1. Title to and risk in each Unit will pass to AML only after AML has accepted that Unit. Supplier Products will be shipped by Supplier to AML’s designated address in Christchurch New Zealand.
2. Supplier Products purchased are subject to AML’s incoming goods inspection and approval procedure QOP 74-03 Verification of Purchased Product.
3. All Supplier Products provided hereunder shall conform to the Product Specifications.  AML (or its designee) shall inspect each Unit received from Supplier within twenty (20) days of receipt of the Unit.  To reject delivery of any Unit, AML shall give written notice to Supplier not more than twenty (20) days after receipt of such Unit, with such notice stating AML’s reasons for rejection.  AML shall return the rejected Unit to Supplier.  If the rejected Unit fails to conform in material respects to the Product Specifications, Supplier shall replace the rejected Unit at no additional expense to AML.  In cases where a Unit is not rejected the Product Acceptance Date will be the date of delivery; however, in the case of rejection, the Product Acceptance Date for that Unit will be the date that AML receives a replacement Unit conforming to the Product Specifications.
4. All Supplier Products supplied must meet RoHS requirements. Failure to supply RoHS items where requested will result in rejected Supplier Products.
5. Supplier agrees it will mot modify the Products Specifications of Supplier Products, or any materials, design components or software incorporated therein without giving AML at lease sixty (60) days’ prior written notice of such change, and AML shall be entitled to cancel, without charge, any order of Supplier Products, affected by such change.
6. Supplier acknowledges and agrees that all Intellectual Property Rights in the AML Products and in any enhancements to or modifications of the AML Products (whether recommended or created by Supplier or any other person) belong to AML or its licensors and Supplier will do nothing to contest or dispute such ownership. 

4)    Price and Payment

1. Supplier must provide AML with an invoice for each Purchase Order detailing the Units supplied and the Price.
2. Serial numbers must be detailed on the packing slip which accompanies the delivery. In addition, each delivery will be accompanied by the completed, signed and initialled Line Card for each Unit in that delivery.
3.  AML will pay Supplier within thirty (30) days from the date it receives the Units listed in the Purchase Order and the invoice; provided, however that AML need not pay for Units that are rejected under clause 5.3.
4. AML will notify Supplier if there is an error in the invoice, or if it disputes some of the charges.  Notwithstanding this, AML may withhold payment of any disputed portion of the invoice pending resolution of the dispute, but remains obligated to pay the remaining balance of the invoice on time in accordance with clause 6.3.

5)    Warranty

1. Supplier represents, warrants and covenants to AML that all Products supplied to AML: 
   1.  are new;
   2.  are of merchantable quality;
   3.  are free from defects;
   4.  are fit for their intended purpose;
   5.  are of good material and workmanship;
   6.  in quality and in manufacturing process, comply with all relevant standards applicable to the product; and
   7. will conform to the Product Specifications.

*  The representations, warranties and covenants in this clause 7.1 will extend to AML, its successors and assigns and for each Unit delivered will run through the end of the Warranty Period for that Unit. Supplier will promptly (within 15 days after notice from AML), provide a replacement Unit for any Unit that fails to conform to the above warranties during the Warranty Period.

    2. Supplier further represents, warrants and covenants to AML as follows:

1. 1. the Supplier Products will not interfere with, infringe, misappropriate, or otherwise come into conflict with any Intellectual Property Rights of any third party in connection with the performance of Supplier’s duties and obligations hereunder;
   2. during the Agreement Term and for any portion of the Warranty Period continuing after the Agreement Term, the Supplier Products will substantially conform to the requirements of these Terms of Supply, including but not limited to the Product Specifications.; and
   3. Supplier holds and will at all times during the Agreement Term hold good and merchantable title, free of liens and encumbrances, to each Unit sold to AML hereunder with full right and authority to convey the same to AML and/or its affiliated companies.
2.  
3. *  The representations, warranties and covenants in this clause 7.2 will extend to AML, its successors and assigns and will survive any expiration or termination of these Terms of Supply.

6)    Insurance policies

1. Supplier must effect and maintain appropriate and adequate insurance for:
   1.  public and product liability which must be drawn in terms acceptable to AML, covering a sum of not less than $2 million for each insured event; and
   2.  loss or destruction (at full replacement cost) of each Unit while retained in Supplier’s possession, whilst in transit to AML and up until the Product Acceptance Date.
2. Supplier must provide to AML a copy of a certificate of currency in respect of any of the above insurances within 7 days of a request by AML.

7)    General

1. Amendments.  Any modification to these Terms of Supply shall only be effective if specified in writing and executed by duly authorized signatories of both Parties.
2. Waiver.  Any waiver of any kind by a Party of a breach of these Terms of Supply must be in writing, shall be effective only to the extent set forth in such writing and shall not operate or be construed as a waiver of any subsequent or other breach.  Any delay or omission in exercising any right, power or remedy pursuant to a breach or default by a Party shall not impair any right, power or remedy that either Party may have with respect to a future breach or default.
3. Severability.  If any provision of these Terms of Supply is held invalid or unenforceable in whole or part, then such invalidity or unenforceability will affect only such provision or part thereof.  To the extent legally permissible, an arrangement which reflects the original intent of the parties will be substituted for such invalid or unenforceable provision.
4. Governing Law.  These Terms of Supply shall be exclusively governed by and construed in accordance with the laws of New Zealand. 
5. Entire Agreement.  These Terms of Supply and the Schedules attached hereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior discussions, negotiations, and agreements between the Parties and/or any standard terms and conditions of Supplier relating to the subject matter hereof, except that any outstanding Non-Disclosure Agreement between the parties, which shall remain in full force and effect in accordance with its terms.
6. Relationship. The Parties are independent contracting parties, and nothing in these Terms of Supply will make any Party the employee, partner, agent, legal representative, trust or joint venturer of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other.
7. Successors and Assigns.  These Terms of Supply shall inure to the benefit of, and shall be binding on, the Parties and their respective successors and permitted assigns provided that neither Party may assign or subcontract these Terms of Supply or any of its rights or obligations hereunder without the prior written consent of the other Party, such consent not to be unreasonably withheld. 
8. Compliance with Laws.  Both Parties agree to comply with all applicable federal, provincial/state, and local laws, executive orders, rules and regulations. 
9. Currency.  Unless noted otherwise the currency in this document is NZ$.

Doc Number: 2019-00003