1. Exclusive Agreement – This Purchase Order (“Order”) is Origen Biomedical’s (“Buyer”) offer to purchase from the recipient of this Order (“Seller”) the goods and/or services which are described on the face of this Order. This document constitutes the exclusive Agreement between Buyer and Seller. The Terms and conditions cannot be changed without prior written consent of both parties, and the laws of the State of Texas shall apply in all particulars.
  2. Acceptance – By acknowledging receipt of this Order or by shipping the goods or by beginning to perform the services, Seller agrees to the terms and conditions of sale contained in this Order. Any terms proposed in Seller’s acceptance of this Order which add to, vary from, or conflict with the terms in this Order, are hereby objected to. Any such proposed terms shall be void and the terms in this Order shall constitute the complete and exclusive statement of the terms and conditions of the contract between the Seller and Buyer. Seller shall be deemed to have assented to these terms and conditions and acknowledged that this Order constitutes the entire agreement between Seller and Buyer unless Seller notifies Buyer to the contrary in writing within five (5) days of receipt of this Order.
  3. Pricing – Any change to the purchase price or any other term or condition of this Order must be authorized in writing by Buyer. Title and risk of loss in transit shall not pass to Buyer until delivery of the goods to the location designated on the face of this Order.
  4. Delivery Schedule – Failure to deliver goods on time may result in termination of this Order at the Buyer’s option. All deliveries shall include a packing list in each package indicating the contents. Seller shall package the goods so as to avoid any damage in transit.
  5. Receipt – Buyer shall be deemed to have received goods procured hereunder when such goods have been delivered at the Buyer’s dock and all bills of lading or other shipping papers which require signature have been signed.
  6. Inspection – Buyer’s payment for the goods shall not constitute its acceptance of the goods. Buyer shall have the right, but not the obligation, to inspect the goods and to reject any of the goods which are in Buyer’s judgement defective. Goods so rejected and goods supplied in excess of quantities ordered may be returned to the Seller at its expense. The goods shall conform to specifications, drawings, and fitness for purpose, and shall be free from defects in materials and workmanship. Buyer shall notify Seller if Goods are not acceptable as soon as inspection and testing are complete.
  7. Rejection/Termination – All goods which are rejected for nonconformity with the terms and conditions of this agreement are rejected at Seller’s expense and shall be returned at Seller’s risk of loss and expense. Buyer reserves the right to terminate Order for non-conformity to terms and specifications.
  8. Assignment – All monies due and owning hereunder shall not be assigned to a third party without written consent of both parties.
  9. Warranties – Seller warrants to Buyer that all goods covered by this Order shall conform to the specifications, drawings, samples or other descriptions specified by Buyer or if none are specified, to Seller’s standard specifications for such goods. Seller also warrants to Buyer that all goods shall be fit and sufficient for the purpose intended, merchantable, of good material and workmanship and free from defect. Buyer’s inspection, test, acceptance or use of the goods shall not affect Seller’s obligations under these warranties. Seller shall replace or correct, at Buyer’s option and at Seller’s cost, defects of any goods not conforming to these warranties. If Seller fails to correct defects in or replace nonconforming goods within ten (10) days from the date the Buyer notifies Seller of the defect or defects, Buyer may, upon ten (10) days prior written notice to Seller, either (I) make such corrections or replace such goods and charge Seller for all costs incurred by Buyer, or (ii) revoke its acceptance of the goods in which event Seller shall be obligated to refund the purchase price and make all necessary arrangements, at Seller’s costs, for the return of the goods to Seller.
  10. Disputes – The parties understand and agree that any dispute, claim or controversy that arises between the parties related to this purchase transaction is required to be arbitrated and that such arbitration proceeding is the sole, exclusive and final forum to be utilized to resolve any such matter between them. Arbitration shall be pursuant to the Rules and Procedures of the American Arbitration Association, and shall be administered by the American Arbitration Association or their designee. The parties will equally split the fees and expenses of the Arbitrator and the administrative fees of the American Arbitration Association. OriGen shall not be obligated to pay attorney fees for Seller unless provided by statute as determined by the Arbitrator.
  11. Taxes – Buyer is exempt from payment of state sales taxes on resale items. Texas Sales Tax Exemption Certificates will be furnished upon request.
  12. Title to Goods – Seller warrants that the goods procured hereunder are free from all liens, claims, or encumbrances.
  13. Seller Rights, Assignments, Antitrust Claims – For good cause and as consideration for executing this agreement, Seller, through its duty authorized agent, conveys, sells, assigns, and transfers under the laws of Texas, all rights, title, and interest in and to all causes of action it may now or hereafter acquire under the anti-trust laws of the United States and the State of Texas relating to the subject of this agreement.
  14. Indemnification – To the extent that goods are not manufactured in accordance with Buyer’s designs, Seller shall defend, indemnify and hold harmless Buyer, Buyer’s assignees, and other users of the goods from and against any claim of infringement of any Letter Patent, Trade names, Trademarks, Copyright, of Trade secrets by reason of sale or use of any articles purchased hereunder. Buyer shall promptly notify Seller of any such claim.
  15. Guarantee – In filling this order, Seller warrants and guarantees to Buyer that the articles are in compliance with Sections 5 and 12 of the Federal Trade Commission Act; the Fair Packaging and Labeling Act; the Federal Food, Drug and Cosmetic Act; the Consumer Product Safety Act; and all Federal Regulations and Laws applicable to the products covered by this Order.
  16. Federal Subcontract – If this agreement constitutes a subagreement under a prime contract with a federal agency, the terms and conditions of the prime contract shall prevail.
  17. Hazardous Material – All packaging, transportation, and handling of hazardous materials shall be in accordance with applicable federal and state regulations including, but not limited to, the Material Safety Data Sheet provision of O.S.H.A. Hazard Communication Standard 29 CFR 1910, 1200, and the Texas Administrative Code, Section 530.
  18. Cancellation – Buyer may cancel this Order or any part thereof if Seller breaches any provision of this Order. This Order will terminate automatically, without notice, if Seller becomes insolvent or the subject of any proceeding under the law relating to bankruptcy or the relief of debtors. Buyer may also terminate this Order or any part thereof for the sole convenience of Buyer.
  19. Remedies – Remedies. Each of the rights and remedies reserved to Buyer in this Order shall be cumulative and additional to any other remedies provided in law or equity. No delay or failure by Buyer in the exercise of any right or remedy shall affect any such right or remedy and no action taken or omitted by Buyer shall be deemed to be a waiver of any such right or remedy.
  20. Severability. If any provision of this Order shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, this provision shall not affect any other provision or provisions contained in this Order.
  21. Paragraph Titles. The paragraph titles are solely for convenience of reference and shall not affect the meaning or construction of any provision of this Order.