4.1. The Contract may not be cancelled by the Buyer except with embecta’s written consent.

4.2. embecta, at its option, may cancel the Contract without liability serving written notice to the Buyer in the event that it becomes illegal under the laws of any applicable jurisdiction for embecta to supply the Products to the Buyer.

embecta and Buyer shall satisfy any and all requirements imposed on buyers or sellers, as applicable, relating to discounts or reductions in price, including, when required by law, to disclose all discounts or other reductions in price received from embecta and to accurately report the net cost actually paid by Buyer, as required by law.

embecta reserves the right to charge a service fee for any special service request not specifically mentioned in this document or for unplanned inordinate amount / high quantity order volume.

10.1. Deliveries should not be refused. Any refused deliveries may be subject to a twenty-five percent (25%) restocking fee. Re-delivery of refused Products will be subject to additional transportation charges.

 10.2. On receipt of the Products the Buyer shall immediately inspect and examine the Products, and within ten (10) days of delivery shall give written notice to embecta of any alleged shortage or alleged defect. The Buyer shall be deemed to have accepted the Products unless written notice of rejection is served on embecta within ten (10) days of the date of delivery. After acceptance the Buyer shall not be entitled to reject any Products which are not in accordance with the Contract or exercise any other contractual or statutory rights associated therewith.

10.3. The Buyer shall permit embecta to inspect any Products alleged to be defective or damaged or any cases or packing in any consignment where shortage is alleged to have occurred and, if so requested by embecta, the Buyer shall return the same to embecta.

10.4.  If the Buyer fails to comply in any respect with Clause 10.2 or 10.3 and subject to Clause 10.5, the Products shall be conclusively presumed to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of the Products and the Buyer shall be deemed to have accepted the Products. If the Buyer, having complied with Clause 10.2 or 10.3, establishes to embecta’s reasonable satisfaction that the Products are not in accordance with the Contract or are defective, the Buyer's sole remedy in respect thereof shall be limited to embecta, as it may elect, making good any shortage, replacing such Products or refunding all, or part of, the Contract price against return of the products. Any returns of Products must be made in accordance with Clause 11. This Clause 10 shall apply to any repaired or replacement Goods supplied by embecta.

10.5. Except as provided in this Clause 10, embecta shall have no liability to the Buyer in respect of the failure of any Products to comply with the Contract. embecta does not give any representations, warranties, or undertakings in relation to the Products other than those set out in these Ts & Cs, and accordingly any representation, warranty or condition that might be implied or incorporated into a is excluded from each Contract to the fullest extent permitted by law.

12.1. For the purposes of this Clause 12, “Delivery” shall take place when the Products are delivered to the first carrier. Risk in the Products shall pass to the Buyer on Delivery.

14.1. embecta shall be responsible for addressing complaints (“Customer Complaints”) relating to the Product whether received from the Buyer, a patient or otherwise. Buyer shall seamlessly transfer to embecta to Customercare@embecta.com any Customer Complaints that it receives concerning any Product. In the event Buyer receives or becomes aware of a Customer Complaint about any Product, Buyer shall be responsible for promptly (i) collecting, documenting and recording all relevant information regarding such Customer Complaint (e.g., customer name, address, telephone number, date of incident, Product, reorder number, manufacturing code, lot control number, etc. ) a customer report of the incident, and such other information as may be reasonably warranted under the circumstances, and (ii) notifying embecta of such Customer Complaint and promptly forwarding such collected information to embecta. embecta shall be responsible for communicating with customers regarding any Customer Complaint about any Product, unless otherwise agreed upon by the parties during specific complaint investigation. Each party shall provide the other party with the telephone numbers and names of contacts for this purpose. embecta shall be responsible for investigating any Customer Complaint about the Products, implementing corrective action where necessary, and responding directly to the customer about its complaint.

14.2. Buyer is responsible for the safe return of Products to EMBC following regional and national requirements regarding potentially hazardous or contaminated Product, or safe destruction of such Products at the direction of embecta. Buyer is responsible for informing embecta of any hazardous drugs or pathogens that were in contact with the returned Product. As manufacturer and applicant license holder, per US FDA requirements, embecta is responsible for addressing and reporting adverse events and other safety related information concerning the Products whether received from Buyer, a patient, healthcare provider or otherwise. "Adverse Events" are defined as any untoward medical occurrence in a patient administered the Products.

14.3. In the event Buyer receives or becomes aware of any adverse events or other safety information regarding the Products, Buyer shall immediately forward such information to embecta at Customercare@embecta.com within one (1) business day, but no later than within five (5) calendar days, from Buyer’s initial receipt of the information. Buyer shall cooperate with embecta’s reasonable requests to obtain additional information related to reports of Adverse Events or other safety information.

Where Product availability is limited, embecta may recommend a Product substitution to Buyer. Upon Buyer’s approval of a substitution, the replacement Product will be invoiced at the price set out in the Price List, in accordance with Clause 3.1.

17.1.  If the Buyer becomes subject to any of the “Default Events” listed in Clause 17.2, or embecta reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to embecta, embecta may cancel or suspend all further deliveries under the Contract or under any other contract between the Buyer and embecta without incurring any liability to the Buyer, and all outstanding sums in respect of Products delivered to the Buyer shall become immediately due and payable.

17.2.  Each of the following is a “Default Event”: (a) the Buyer fails to pay for Products in accordance with Clause 5; (b) the Buyer fails to pay any other debt due and payable to embecta by the relevant due date; (c) the Buyer commits a material breach of these Ts & Cs or the Contract (and for the avoidance of doubt, any breach of Clauses 5, 22, and 23 will be considered a material breach); (d) any distress or execution is levied upon any of the Buyer's goods; (e) a petition is presented, order made, meeting convened, resolution passed or any step is taken by any person (including embecta) with a view to the winding up (whether solvent or insolvent) of the Buyer, or the Buyer ceases or threatens to cease to carry on all or a material part of its business; or (f) the Buyer stops or suspends or threatens to suspend payment of all or a material part of its debts, or is unable to pay its debts, or is deemed unable to do so any legislation in any jurisdiction.

 17.3. Termination of a Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect. 

18.1 Limited Warranty. embecta warrants to the Buyer that, provided the Buyer stores and maintains the Products in accordance with the “Documentation”, (defined as the user guide, user manual, labeling, release notes, technical specifications, Product Security White Papers and other, similar information applicable to a Product, written in natural language, that embecta makes generally available to end user purchasers) all Products will materially meet the specifications stated in the Documentation, and that all Products shall be free from defects in material and workmanship for either the warranty period or expiration date stated in the Documentation for such Products, or for Products without a stated warranty period or expiration date, six (6) months (the “Warranty Period”). embecta further warrants that its employees have the skills and qualifications necessary to perform support and maintenance services in a professional manner in accordance with the generally accepted industry standards. Buyer’s sole and exclusive remedy for any breach of this warranty shall be (i) repair or replacement of the non-conforming Products, or (ii) a refund of the amount paid to embecta for non-conforming Products, with such remedy at embecta’s option. Buyer must provide written notice of any such non-conformance to embecta within the Warranty Period. Any alteration, abuse, misuse, further manufacture, packaging, processing, adjustment or repair by any person or entity other than embecta or a person or entity authorized in writing by embecta shall void the warranty above.

 18.2 Disclaimers. THE LIMITED WARRANTY PROVIDED UNDER THIS CLAUSE ARE THE ONLY WARRANTIES PROVIDED BY EMBECTA AND IS IN LIEU OF ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, INTEROPERABILITY, QUALITY OR CONDITION, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NO EMPLOYEE, AGENT, OR REPRESENTATIVE OF EMBECTA IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF EMBECTA EXCEPT TO THE EXTEND SPECIFICALLY STATED HEREIN. NO WARRANTIES EXTEND TO ANY PRODUCTS NOT PURCHASED DIRECTLY FROM EMBECTA OR FROM AN AUTHORIZED EMBECTA DISTRIBUTOR.

18.3. Exclusions. The foregoing warranties will not apply to failure of any Products caused by (i) Buyer’s abuse, neglect or misuse of the Product or failure to maintain the Product in accordance with its Documentation or resulting from any failure to comply with the Buyer’s responsibilities as may be set forth in herein or in a separate agreement with embecta; (ii) implementation, repair, modification, alteration, adjustment, or relocation of the Product other than as expressly authorized by embecta; (iii) malfunction or failure of any element of Buyer’s technology environment or storage of the Product with any element of Buyer’s technology environment other than as expressly authorized by embecta; (iv) failure to maintain the physical environment for the Product (including air quality, temperature, and humidity) specified in the Documentation; (v) malicious software not introduced by embecta; or (vi) failure to permit installation of an update.

19.1 Each party agrees to defend indemnify and hold harmless the other party from and against any loss, cost, or damage of any kind, including all actual attorneys’ fees to the extent reasonable, resulting from any third-party claim (“Claim”) to the extent arising from the indemnifying party’s (a) negligence or willful misconduct, and (b) material breach of these Ts & Cs.

19.2. Embecta will have no obligation under this Clause 19 as to any action, proceeding or Claim unless (a) embecta is notified of it promptly, (b) embecta has sole control of its defence and settlement, and (c) Buyer provides embecta with reasonable assistance in its defence and settlement

20.1  Nothing in a Contract or these Ts & Cs shall restrict or exclude embecta’s liability: (a) in respect of fraudulent misrepresentation; (b) for death or personal injury caused by gross negligence; or (c) any other liability of embecta which may not be lawfully excluded or limited.

20.2 Subject to Clauses 10 and 20.1, the provisions of this Clause 20 set out the entire liability of embecta (including any liability for the acts or omissions of its employees, officers, agents and sub-contractors) to the Buyer under or in connection with a Contract, including for any representation, statement or tortious act or omission (including negligence), and any Products supplied by embecta in connection with a Contract.

20.3. Subject to Clause 12.1, embecta shall not be liable to the Buyer for any: (a) loss of profit, business, revenue, anticipated savings or goodwill, in each case whether direct or indirect; or (b) any type of special, indirect or consequential loss or damage (including business interruption).

20.4. Subject to Clause 20.1, embecta’s total liability arising under or in connection with a Contract, or its contemplated performance, shall be limited to the Contract price.

20.5 Each exclusion or limitation of liability in Clauses 20.1 to 20.4 shall be construed as a separate and independent exclusion. If any exclusion is found by a court or competent authority of any jurisdiction to be void or unenforceable, the parties shall negotiate in good faith to replace such void or unenforceable exclusion with a valid exclusion which, as far as possible, has the same legal and commercial effect as that which it has replaced, and the legality, validity and enforceability of the remainder of these Ts & Cs in that jurisdiction shall not be affected.

21.1 Publicity. A party shall obtain the other party’s prior written consent, before (i) issuing any press release or other public disclosure regarding the Ts & Cs or any Contract or (ii) using the other party’s name, trademark, service mark, logos, or trade dress (collectively, “Marks”). Each party must comply with the other party’s requirements for use of either party’s Marks in any press release or other promotional material.

21.2 Confidentiality Obligations. Except as provided below, neither Buyer nor embecta shall disclose “Confidential Information” (defined as any confidential or proprietary information of a party, however disclosed or recorded (including, with respect to Buyer, Buyer’s data, and, with respect to embecta, embecta’s data) to any other person, or entity other than governmental authority, court, or regulatory body a party’s advisors for purposes consistent with a Contract, or as required by law. In the event a party is in receipt of Confidential Information (“Receiving Party”) is requested or becomes compelled, by a court of competent jurisdiction, administrative agency or other governmental body, to disclose Confidential Information of the party that disclosed the Confidential Information (“Disclosing Party”), the Receiving Party will provide the Disclosing Party with prompt notice.

21.3 Exceptions. The obligations of this confidentiality clause do not apply to information that: (i) was in the public domain or was known to the Receiving Party before the information was received by the Receiving Party; (ii) is developed by the Receiving Party or on its behalf independently of the information disclosed by the Disclosing Party as shown by contemporaneous written record; (iii) is acquired by the Receiving Party from a third party not under an obligation of confidentiality to the Disclosing Party; or (iv) becomes public knowledge without breach by the Receiving Party of any obligations of confidence to the Disclosing Party.

22.1 Unless otherwise agreed in writing, all Products may be sold or re-sold by Buyer only in the packages and packaging in which the Products were supplied by embecta, and in no case may any trademark other than the trademark carried by the Products at the time of delivery be marked on or applied in relation to the Products by the Buyer.

22.2 No right or license is granted under the Contract to the Buyer under any patent, trademark, copyright, registered design or other intellectual property right, except the right to use or re-sell the Products.

22.3 embecta collects, uses and discloses personal data for purposes connected with the Contract, e.g., order handling, payments, etc. Data may be collected from individuals or from other (e.g., published) sources. In order to operate effectively as a member of the global Embecta Corp. group of companies (“embecta group”), embecta may, for these purposes transfer this data to any country worldwide in which embecta group’s companies, or third-party providers that process data on their behalf (e.g., centralized data centers), do business, including the United States. Laws and practices relating to the protection of personal data may differ, and such laws may not offer the same level of protection outside the European Economic Area. By transacting with embecta, Buyer confirms and agrees, in its own right and on behalf of all of its employees (whom the Buyer shall duly inform), that this use, disclosure and transfer of personal data is permitted. Such persons have the right to access personal data that embecta holds and to update or amend any personal data. For further information, please contact embecta.

23.1 Buyer and embecta hereby agree to comply fully with all applicable laws, including but not limited to export control laws, governing trans-border sales, re-sales, shipments and transfers of Products. embecta’s obligation to supply Products is contingent upon receiving any required governmental authorizations. Regardless of any disclosure made by Buyer to embecta of the destination of the Products, Buyer shall not export or re-export directly or indirectly, the Products without first obtaining all written consents or authorizations which may be required by such laws, rules or regulations.

23.2 If a license or consent of any government or other authority is required for the acquisition or use of Products, the Buyer shall obtain the license and consent at its own expense and if requested produce evidence of it to embecta on demand. Failure to obtain any license or consent does not entitle Buyer to withhold or delay any payment of the price of Products. Any additional expenses or charges incurred by embecta resulting from such failure shall be paid by Buyer.

23.3 Buyer represents and warrants that it and its employees will, in their performance under the Contract and in connection with their activities in relation thereto, ensure that no payments of money or anything of value will be offered, promised or paid, directly or indirectly, to any foreign official, or public or political officer, to induce such official to use their influence with a foreign government or instrumentality to obtain an improper business advantage for embecta; will report immediately to embecta any information that may indicate there has been a payment of money or anything of value offered, promised or paid, directly or indirectly, to any foreign official, or public or political officer as described above (an “Improper Payment”); will, upon embecta’s request, certify that they have no knowledge of an Improper Payment, agree that embecta may suspend delivery of Products or terminate the Contract upon learning information giving it a factual basis to conclude that Buyer has made an Improper Payment; and agree that payments will be made to government officials or political parties only for lawful purposes, which will first be fully disclosed in writing to embecta. Any breach of this Clause 23.3 shall give embecta the right to terminate the Contract and cease Product deliveries immediately for cause, without penalty to embecta.

This Contract and all disputes arising hereunder and/or related to embecta’s Products purchased by Buyer will be governed by and interpreted in accordance with the laws of the Netherlands. All disputes arising out of or in connection with this Contract will be resolved by the [Amsterdam] District Court, to the exclusion of the jurisdiction of any other courts.

25.1 The Buyer shall not be entitled to withhold payment of any invoice after its Due Date by reason of any right of set off or counterclaim which the Buyer may have or allege to have against embecta or for any other reason whatsoever.

25.2  embecta may, without limiting any other rights or remedies that it may have, set off any amount owed to it by the Buyer against any amount which it owes to the Buyer.

26.1  If embecta is prevented from or delayed in delivering any Products by and event of Force Majeure (as defined below in Clause 26.2), embecta shall be entitled to cancel or suspend deliveries of such Products without prejudice to its rights to payment for any Products already delivered. embecta shall not be liable for any loss or damage arising directly or indirectly through or in consequence of such Force Majeure.

26.2 “Force Majeure” means any event or circumstance not within the reasonable control of embecta, including, without limitation to the generality of the foregoing, industrial action, war, governmental action or regulation, act of God, pandemic or epidemic, riots or non-availability of stocks or materials. Either party may terminate a Contract if an event of Force Majeure continues for a period of six (6) months.

27.1 Nothing in these Ts & Cs shall constitute or be deemed to constitute a partnership between the parties, nor, except as expressly provided, shall it constitute or be deemed to constitute any party the agent of any other party for any purpose.

27.2 Subject to any express provisions to the contrary in these Ts & Cs, the Buyer shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, or assume any obligation, whether express or implied, of any kind on behalf of embecta or bind embecta in any way.

27.3 Except as expressly provided for in the relevant Contract, nothing in these Ts & Cs shall be construed as embecta granting the Buyer agency or distribution rights in respect of the sale or distribution of the Products. For the avoidance of doubt, any sale of Products as between the Distributor and a third party shall be affected by the Buyer as principal and not as agent or distributor of embecta and the Buyer shall not hold itself out as being an agent or distributor of embecta.

The Buyer may not and cannot assign, sub-contract or in any way dispose of its rights and obligations under a Contract without the prior written consent of embecta. embecta may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under a Contract.

 29.1 Without prejudice to the generality of Clause 2, each Contract constitutes the whole agreement between the parties relating to the subject matter of that Contract and supersedes and extinguishes any prior statements, drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

29.2 By making an offer in accordance with Clause 2.2, the Buyer acknowledges that it has not been induced to enter into a Contract by any representation or warranty other than those contained in these Ts & Cs, and agrees that it shall have no remedy in respect of any other such representation or warranty except in the case of fraud.

30.1  Any term of these Ts & Cs which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision hereof, which shall remain in full force and effect.

 30.2  A wavier of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. Subject to Clause 10.1, no failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

30.3 Except as set out in these Ts & Cs, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by an authorized representative of embecta.

30.4 All Contracts shall be non-exclusive and shall not confer any distribution or agency rights unless otherwise specifically agreed in writing.

30.5 In these Ts & Cs that following rules shall apply: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) a reference to a party includes its personal representatives, successors or permitted assigns; (c) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended, or re-enacted; (d) any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (e) a reference to writing or written includes faxes but not emails.

30.6  A person who is not party to the Contract has no right under the Contract to enforce any term of the Contract or these Ts & Cs.

30.7 The article and Clause headings contained in these Ts & Cs are for reference purposes only.