Trinity Sterile Inc

Purchase Order Terms and Conditions

Update March 15, 2017

1. Acceptance-Agreement

Supplier's commencement of work on the goods subject to this purchase order or shipment of such goods, whichever occurs first shall be deemed an effective mode of acceptance of this purchase order. Any acceptance of this purchase order is limited to acceptance of the express terms contained on the face of any purchase order submitted by Trinity Sterile Inc and those terms contained herein. Any proposal for additional or different terms or any attempt by Supplier to vary in any degree any of the terms of any Trinity Sterile Inc's purchase order or the terms contained herein is hereby objected to and rejected, but such proposals shall not operate as a rejection of this offer unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods, but shall be deemed a material alteration thereof, and this offer shall be deemed accepted by Supplier without said additional or different terms. If this purchase order shall be deemed an acceptance of a prior offer by Supplier, such acceptance is limited to the express terms contained on the face of any purchase order submitted by Trinity Sterile Inc and those terms contained herein.

2. Termination for Convenience of Trinity Sterile Inc

Trinity Sterile Inc reserves the right to terminate this order or any part hereof for its sole convenience. In the event of such termination, Supplier shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work. Supplier shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination. Supplier shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by Supplier's suppliers or subcontractors which Supplier could reasonably have avoided.

3. Termination for Cause

Trinity Sterile Inc may terminate this order or any part hereof for cause in the event of any default by the Supplier, or if the Supplier fails to comply with any of the terms and conditions of this offer. Late deliveries, deliveries of goods which are defective or which do not conform to this order, and failure to provide Trinity Sterile Inc, upon request, reasonable assurances of future performance shall all be causes allowing Trinity Sterile Inc to terminate this order for cause. In the event of termination for cause, Trinity Sterile Inc shall not be liable to Supplier for any amount, and Supplier shall be liable to Trinity Sterile Inc for any and all damages sustained by reason of the default which gave rise to the termination.

4. Proprietary Information-Confidentiality-Advertising

Supplier shall consider all information furnished by Trinity Sterile Inc to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this contract, unless Supplier obtains written permission from Trinity Sterile Inc to do so. This paragraph shall apply to drawings, specifications, or other documents prepared by Supplier for Trinity Sterile Inc in connection with this order. Supplier shall not advertise or publish the fact that Trinity Sterile Inc has contracted to purchase goods from Supplier, nor shall any information relating to the order be disclosed without Trinity Sterile Inc's written permission. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Supplier to Trinity Sterile Inc shall be deemed secret or confidential and Supplier shall have no rights against Trinity Sterile Inc with respect thereto except such rights as may exist under patent laws.

5. Warranty

Supplier expressly warrants that all goods or services furnished under this agreement shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship. Supplier warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods, or services, and that any goods will be adequately contained, packaged, marked and labeled. Supplier warrants that all goods or services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If Supplier knows or has reason to know the particular purpose for which Trinity Sterile Inc intends to use the goods or services, Supplier warrants that such goods or services will be fit for such particular purpose. Supplier warrants that goods or services furnished will conform in all respects to samples. Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Supplier's obligation under this warranty, and such warranties shall survive inspection, test, acceptance and use. Supplier's warranty shall run to Trinity Sterile Inc, its successors, assigns and customers, and users of goods sold by Trinity Sterile Inc. Supplier agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to Trinity Sterile Inc, when notified of such nonconformity by Trinity Sterile Inc, provided Trinity Sterile Inc elects to provide Supplier with the opportunity to do so. In the event of failure of Supplier to correct defects in or replace nonconforming goods or services promptly, Trinity Sterile Inc, after reasonable notice to Supplier, may make such corrections or replace such goods and services and charge Supplier for the cost incurred by Trinity Sterile Inc in doing so.

6. Force Majeure

Trinity Sterile Inc may delay delivery or acceptance occasioned by causes beyond its control. Supplier shall hold such goods at the direction of the Trinity Sterile Inc and shall deliver them when the cause affecting the delay has been removed. Trinity Sterile Inc shall be responsible only for Supplier's direct additional costs in holding the goods or delaying performance of this agreement at Trinity Sterile Inc's request. Causes beyond Trinity Sterile Inc's control shall include governmental action or failure of the government to act where such action is required, strike or other labor trouble, fire, or unusually severe weather.

7. Intellectual Property

A.  Any copyrightable works, ideas, discoveries, inventions, patents, goods, or other information (collectively “Intellectual Property”) developed in whole or in part by or on behalf of Supplier in connection with or relating to the goods shall be the exclusive property of Trinity Sterile Inc. Upon request, Supplier shall sign all documents and otherwise cooperate with Trinity Sterile Inc as necessary to assign, confirm and perfect the exclusive ownership of all Intellectual Property rights in the goods to Trinity Sterile Inc. 


B.  Supplier agrees upon receipt of notification to promptly assume full responsibility for defense of any suit or proceeding which may be brought against Trinity Sterile Inc or its agents, customers, or other vendors for alleged patent infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark or appearance of goods or services furnished hereunder, and Supplier further agrees to indemnify Trinity Sterile Inc, its agents and customers against any and all expenses, losses, royalties, profits and damages including court costs and attorney's fees resulting from any such suit or proceeding, including any settlement. Trinity Sterile Inc may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires, and the costs of such representation shall be paid by Supplier.

8. Shipment Mode

Unless otherwise directed and authorized by Trinity Sterile Inc, Supplier agrees to ship product in the manner prescribed by Trinity Sterile Inc.  Failure to adhere to shipment policy of Trinity Sterile may result in non-payment of any applicable freight charges on Suppliers invoice. 

9. Indemnification

Supplier shall defend, indemnify and hold harmless Trinity Sterile Inc against all damages, claims or liabilities and expenses (including attorney's fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, any breach of the terms and conditions of this order, or from any act or omission of Supplier, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Supplier.

10. Changes

Trinity Sterile Inc shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this agreement shall be modified in writing accordingly. Supplier agrees to accept any such changes subject to this paragraph.

11. Inspection/Testing

Payment for the goods delivered hereunder shall not constitute acceptance thereof. Trinity Sterile Inc shall have the right to inspect such goods and to reject any or all of said goods that are in Trinity Sterile Inc's judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Supplier at its expense and, in addition to Trinity Sterile Inc's other rights, Trinity Sterile Inc may charge Supplier all expenses of unpacking, examining, repacking, and reshipping such goods. In the event Trinity Sterile Inc receives goods whose defects or nonconformity is not apparent on examination, Trinity Sterile Inc reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order shall relieve in any way the Supplier from the obligation of testing, inspection and quality control. Trinity Sterile Inc shall have the right, at reasonable times, to inspect Supplier’s premises and all Conflict Minerals (as defined below) traceability documentation related to Trinity Sterile Inc’s supply chain.

12. Conflict Minerals

Supplier warrants that, to its knowledge, no tantalum, tin, tungsten and/or gold (“Conflict Minerals”), contained in any good subject to this order, originated from the Democratic Republic of the Congo or an adjoining country, unless the Conflict Minerals were processed by a facility listed as compliant pursuant to the CFSI Conflict-Free Smelter Program. Supplier agrees to abide by the terms and conditions in Trinity Sterile Inc’s Conflict Minerals Policy, and to communicate to its sub-suppliers its own commitment to responsible sourcing and legal compliance. Supplier agrees to cooperate and work with its sub-suppliers in an attempt to ensure traceability of Conflict Minerals at least to smelter or refiner level, to maintain and record all Conflict Minerals traceability documentation for five years, and to provide such documentation to Trinity Sterile Inc upon request.

13. Substantive Change

When Supplier changes the product(s) engineering, key component to product(s) or otherwise makes a change to the products(s) which has a substantive change to the product, Supplier will notify Trinity Sterile Inc of change prior to shipment of product.  In addition to substantive changes, any change which has an effect on the fit, form or function of product must be relayed to Trinity Sterile prior to shipment for approval.

14. Entire Agreement

This purchase order and any documents referred to on the face hereof, constitute the entire agreement between the parties.

15. Assignments and Subcontracting

No part of this order may be assigned or subcontracted without the prior written approval of Trinity Sterile Inc.

16. Setoff

All claims for money due or to become due from Trinity Sterile Inc shall be subject to deduction or setoff by the Trinity Sterile Inc by reason of any counterclaim arising out of this or any other transaction with Supplier.

17. Shipment

If in order to comply with Trinity Sterile Inc's required delivery date it becomes necessary for Supplier to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting therefrom shall be paid for by Supplier unless the necessity for such rerouting or expedited handling has been caused by Trinity Sterile Inc.

18. Waiver

Trinity Sterile Inc's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Trinity Sterile Inc's waiver of any breach hereunder shall not thereafter waive any other terms, conditions or privileges whether of the same or similar type.

19. Limit on Trinity Sterile Inc's Liability-Statute of Limitations

In no event shall Trinity Sterile Inc be liable for anticipated profits or for incidental or consequential damages. Trinity Sterile Inc's liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim. Trinity Sterile Inc shall not be liable for penalties of any description. Any action resulting from any breach on the part of Trinity Sterile Inc as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.

20. Compliance with Laws

Supplier agrees that all goods shipped to the Trinity Sterile Inc under this agreement will be produced in full compliance with all applicable laws including, but not limited to, the Fair Labor Standards Act. Supplier further agrees that it shall not engage in the employment of child, forced, indentured, involuntary, prison or uncompensated labor. Trinity Sterile Inc may, upon notice, inspect Supplier’s plant and facilities at reasonable times to determine compliance with the provisions set forth herein. In addition to any other remedies contained herein, Trinity Sterile Inc shall have the right to immediately terminate this agreement and any other agreements with Supplier if it determines that Trinity Sterile Inc is in violation of this section.

21. Medical Instrument Finish

Unless otherwise directed by Trinity Sterile, all medical instruments, regardless of grade, shall be in satin finish.