Any changes made to an Order must be in writing and signed by an authorized representative of embecta (“Change Notice”). Seller shall immediately notify embecta if the Change Notice will impact Seller’s cost, time of delivery or time of performance. If so, the parties will equitably adjust costs and schedules, in writing. Ninety (90) days’ notice and embecta’s written approval is required prior to any changes in the design, specifications, performance, manufacturing or materials for goods or services supplied by Seller (“Product Changes”). Such Product Changes include but are not limited to relocation of manufacturing site; change in ownership of Seller; new, additional, modified tooling or other equipment; modified manufacturing processes; material changes; or other design and/or specification modifications. End of Life (EOL) notification shall be submitted at a minimum of one hundred eighty (180) days’ prior written notice. If Seller desires or is required pursuant to applicable laws to make any such Product Changes, Seller shall submit the Product Change request prior to implementation online through the embecta Supplier Change Request Portal at: embectaSCR@embecta.com.

No charges of any kind, including charges for boxing or cartage will be allowed unless specifically agreed to by embecta in writing. Taxes of any nature billed to embecta shall be stated as a separate line item on Seller’s invoices. Seller shall not bill taxes subject to embecta’s tax exemption certificates.

Seller's invoices and original bills of lading or express receipts shall be mailed no later than the day after each shipment is made and must be dated as of the date of mailing. Individual invoices shall be issued against each Order and need to reference a valid embecta Order number. embecta reserves the right to take advantage of cash discounts in cases where delayed receipt of invoices caused by Seller's failure to comply with invoicing instructions causes delay in orderly processing.

Whenever any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Order, Seller shall immediately give embecta notice of such delay, including all relevant information.

Seller assumes
(i) all risks of loss or damages to all goods until the delivery to embecta as provided in this Order, and
(ii) all risks of loss or damages to any goods or parts rejected by embecta or as to which embecta has revoked its acceptance from the time of such rejection or revocation.

embecta may, at embecta’s option, either return defective/nonconforming goods to Seller for: (i) replacement or correction; or ii) full reimbursement. In either event, embecta shall be entitled to reimbursement for embecta’s incurred expenses relating to the rejected goods including, but not limited to transportation, handling, and packaging. Rejected services, at embecta’s option, shall be: (i) re-performed at Seller’s expense, or (ii) fully reimbursed by Seller. In either event, embecta shall be entitled to reimbursement for all of embecta’s incurred expenses relating to the rejected services. If Seller fails to promptly replace or correct rejected goods or services to embecta’s satisfaction or re-perform services to embecta’s satisfaction, within a commercially reasonable time. embecta may purchase or otherwise replace or correct such goods or services, and Seller shall be liable to embecta for any excess costs incurred thereby. Seller will reimburse embecta for all losses and expenses (including good corrections, service re-performance and Recalls (as defined below)) and indemnify and hold embecta harmless from any third-party claims arising out of the defect/nonconformity in the goods or services. Any inspection or acceptance of goods or services under this Order by embecta shall not operate as a waiver of any rights or obligations under this Order or release Seller from its warranties, obligations or liabilities under this Order. Payment by embecta for any goods or services provided under this Order shall not be deemed an acceptance of such goods or services.

Seller shall not disclose to anyone the existence of this Order, its contents, that there exists a contractual relationship between the parties, or the fact that Confidential Information (as defined below) has been made available to Seller. Seller agrees that certain information, including but not limited to devices, drawings, data, designs, gauges, Property (as defined below), reports, trade secrets and other customer, business, financial, or technical information, supplied by embecta and relating to this Order is the proprietary property of embecta (“Confidential Information”). Such Confidential Information shall be held in confidence by Seller and protected against disclosure to third parties. In addition, Seller agrees not to use, directly or indirectly, any such Confidential Information for any other purpose than performing the obligations of this Order. The Confidential Information may not be reproduced, used or disclosed to others without embecta’s prior written consent, and then only if such a party has a need to know to complete the Order and is bound by nondisclosure obligations substantially similar to those herein. Seller shall not be liable for the disclosure or use of Confidential Information, which is:
(i) already in the public domain;
(ii) placed in the public domain by a third party after the date of this Order; or
(iii) rightfully in the possession of Seller or disclosed to Seller on a non-confidential basis by a third party that is lawfully in possession of such Confidential Information. Any information Seller has or may disclose to embecta in connection with the Order shall be deemed non-confidential and non-proprietary and Seller agrees not to assert any claims against embecta by reason of its use, duplication or disclosure. At embecta’s option, Seller agrees to return or destroy all Confidential Information at the completion of this Order, at the termination of any agreement regarding this Order, or upon written request of embecta. At embecta’s request, any Confidential Information destroyed pursuant to the preceding sentence shall be certified in writing by an authorized representative of Seller.

Seller agrees to assign and hereby does assign to embecta all right, title and interest including all patent, trademark, copyright, trade secret and other proprietary and intellectual property rights (collectively, “Intellectual Property Rights”) in and to all works of authorship, designs, models, drawings, photographs, design inventions, processes, and other inventions (collectively, “Works”) made or conceived by Seller in the course of performing the services rendered herein or created pursuant to this Order. Seller agrees to promptly disclose to embecta all Works made or conceived by Seller in the course of the performance of this Order and all such Works shall be deemed to be “works made for hire” exclusively for embecta. embecta shall have sole ownership of such Works and the sole right to obtain and to hold in its own name any Intellectual Property Rights to such Works. Seller agrees to sign, execute, and acknowledge or cause to be signed, executed and acknowledged, without cost, any and all documents and to perform such acts as may be necessary, useful or convenient for the purpose of securing to embecta or its nominees Intellectual Property Rights throughout the world upon all such Works, title to which embecta shall have acquired in accordance with the provisions of this Order.

Seller warrants that all goods and services delivered under this Order will (i) be free from defects in material, design and workmanship (including damage due to unsatisfactory packaging by Seller); (ii) be strictly in accordance with embecta's specifications, performance specifications, drawings, and approved samples; (iii) be suitable for their intended purposes; (iv) consist of only new materials; and (v) not be adulterated or misbranded within the meaning of any local or jurisdictional food and drug laws or the United States Food, Drug and Cosmetic Act. embecta’s approval of designs furnished by Seller shall not relieve Seller of its obligations under this warranty. Seller further warrants that all services performed hereunder will be carried out in a diligent, workmanlike and professional manner in accordance with industry standards by fully qualified personnel. Seller represents and warrants that it complies, and will at all times comply, with all applicable relevant laws and regulations, both domestic and international, including, but not limited to those pertaining specifically to the goods and services ordered hereunder. The warranties of Seller shall not be deemed to be exclusive, and together with any service warranties and guarantees, if any, shall survive acceptance and payment, and shall run to embecta, its successors, assigns, customers and the users of the goods or services. Seller will promptly reimburse embecta for any loss incurred by embecta due to any defects in such goods or services and will hold embecta harmless from any third party claims due to defects in such goods or services.

Seller shall defend, indemnify and hold embecta and their respective employees, contractors, directors, officers, principals (partners, shareholders or holders of an ownership interest, as the case may be), service providers and agents (collectively, “embecta Indemnified Parties”) harmless from and against all damages, liabilities, judgments, losses, costs and expenses (including attorneys’ fees and court costs) (collectively, “Losses”) resulting from any claim, suit, demand or cause of action (each a “Claim”) arising from or related to allegations of infringement or violation of any Intellectual Property Right or privacy or proprietary right of any kind whatsoever, arising out of this Order. In addition to the indemnity above, if any allegation of infringement becomes the subject of a Claim, or in either party’s opinion is likely to become the subject of such a Claim, then Seller shall, at embecta’s option, either
(i) replace or modify the infringing item to make it non-infringing, while maintaining equivalent functionality and performance;
(ii) procure for embecta the right to continue using the infringing item; or (iii) refund to embecta all amounts paid for or in connection with such infringing item and any affected services. Any costs associated with any of the above alternatives shall be borne by Seller. The foregoing indemnity shall not apply where the alleged infringement results from Seller’s compliance with specific written instructions from embecta directing use by Seller of a feature not customarily used by Seller. Seller waives any rights to be held harmless by embecta against any claims for infringement.

Seller shall indemnify and hold embecta Indemnified Parties harmless from and against all Losses resulting from a Claim arising from or related to:
(i) Seller's breach of any term or condition in this Order;
(ii) any alleged failure of any good or service to conform to the warranties in this Order;
(iii) Seller’s negligence, willful misconduct or fraud;
(iv) the acts or omissions of Seller in connection with the provision of the services or goods under this Order;
(v) Seller’s violation of any applicable law in connection with the manufacture, assembly, design, handling, labeling, packaging, storage or shipment of a good or service; or
(vi) a Recall involving the goods or services arising out of or relating to a defect, a failure to conform to the specifications, a violation of applicable laws, a breach of Seller’s warranties or any other term or condition of this Order or any other reason within the Seller's control. In furtherance of the foregoing indemnity and not in limitation thereof, Seller agrees that:

a.    embecta shall be entitled to all incidental damages resulting from a breach by Seller, including, but not limited to all expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected, and any commercially reasonable charges, expenses, or commissions incurred in effecting cover for rejected goods or services, and any other reasonable expense incident to a delay or breach by Seller.

b.    embecta shall also be entitled to consequential damages resulting from a breach by Seller for any Loss resulting from general or particular requirements and needs of embecta of which Seller is aware at the time of executing this Order, and which reasonably cannot be prevented by cover or otherwise, and damages sustained by embecta from any injury to person or property proximately resulting from any breach of warranty by Seller.

embecta SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, REGARDLESS OF THE BASIS OF THE CLAIM OR WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT.

Seller (including contractors and all subcontractors, if any) shall maintain insurance relevant to Seller’s industry and local laws, with an insurance company or companies rated A by AM Best (or equivalent) and must be authorized to do business under the laws of the jurisdiction in which the services shall be performed or goods furnished. Any insurance coverage limits shall in no way be construed as a limit on embecta's right to recover damages of any kind.

In addition to its other rights hereunder, embecta reserves the right to cancel this Order, in whole or in part for:
(i) Seller’s breach of any of the provisions of this Order;
(ii) Seller’s bankruptcy or insolvency; or
(iii) the sole convenience of embecta. Upon notice of termination to Seller, Seller and its subcontractors will stop work immediately and protect all of embecta’s property or property in which embecta has acquired an interest. In the event of a termination for default, any exercise of embecta’s rights contained herein shall not constitute a limit or waiver of any rights or claims embecta might otherwise have at law, including but not limited to damages, loss of anticipated profits and recovery of reasonable attorney’s fees. If the termination is for embecta’s convenience, embecta shall reimburse Seller for all work completed up to the time of termination. For clarification, embecta shall be able to terminate for bankruptcy in the event of:
(i) any suspension of payment or the institution of any proceedings by or against Seller, voluntary or involuntary, in bankruptcy or insolvency, or under any provisions of any insolvency or reorganization statute or law; (ii) the appointment of a receiver or trustee or an assignee for the benefit of creditors; or
(iii) a determination that Seller has become unable to pay debts as they become due. If so terminated, embecta may cancel this Order with no further liability.

Seller represents and warrants that, unless exempt, it shall comply with all applicable federal, state and local laws and executive orders and regulations[, including but not limited to: Executive Order 11246, 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals with disabilities, and to treat qualified individuals without discrimination on the basis of their physical or mental disability in all employment practices. If applicable, the contractor and subcontractor shall also abide by the requirements 41 CFR § 61-300.10 regarding veterans’ employment reports and 29 CFR Part 471, Appendix A to Subpart A regarding posting a notice of employee rights; DOT and IATA Restricted Article Regulations]. Without limitation, any international regulations that may pertain to the goods or services, such as Regulation No 1907/2006 of the European Parliament and the Council on the Registration, Evaluation, Authorisation and Restriction of Chemicals (“REACH”); the Restriction of the Use of Certain Hazardous Substances (“RoHS”) in Electrical and Electronic Equipment (“EEE”) Directive (2011/65/EU); all conflict mineral regulations (including, without limitation, EU Reg. 2017/821 and the US Dodd Frank Act Conflict Minerals Rule); and provide information to embecta to support embecta’s compliance to such regulations; and Seller shall inform embecta, on request, of the presence and percentage (%) of any substance on embecta Materials of Concern List (“embecta MOC”) contained in the goods. Seller has read and agrees to comply with the embecta Expectations for Suppliers publication as posted on the internet at https://investors.embecta.com/static-files/03c9b2d9-9d4c-4ec3-bfd6-47cd52730f3c. In addition to the foregoing, embecta encourages Seller to maintain a legal/ethics hotline and consider obtaining third party certifications of its ethics program.

Each of the below listed clauses, as set forth in the Federal Acquisition Regulation (48 CFR) in effect on the date of this Order, is incorporated herein by reference. If such clauses (or any other version of the clause) are contained in an embecta prime contract or subcontract, the clauses apply to Seller as though Seller was prime contractor, and in such manner as will enable embecta to meet its obligations arising out of the applicable government contract. Inspection and Audit. Seller's books and records and its plant, or such parts thereof as may be engaged in the performance of this Order, shall at all reasonable times be subject to inspection and audit by any authorized representative of the government department or agency having cognizance over the prime contract under which this Order is issued. Seller shall provide all reasonable facilities and assistance for the safety and convenience of government representatives performing such functions.
Gratuities 52.203-3
Covenant Against Contingent Fees 52.203-5
Anti-Kickback Procedures 52.203-7
Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions 52.203-11
Limitations on Payments to Influence Certain Federal Transactions 52.203-12
Security Requirements 52.204-2
Material Requirements 52.211-5
Defense Priority and Allocation Requirements 52.211-15
Audit and Records – Negotiation 52.215-2
Price Reduction for Defective Certified Cost or Pricing Data Modifications 52.215-11
Subcontractor Certified Cost or Pricing Data 52.215-12
Utilization of Small Business Concerns 52.219-8
Notice to the Government of Labor Disputes 52.222-1
Contract Work Hours and Safety Standards - Overtime Compensation 52.222-4
Prohibition of Segregated Facilities 52.222-21
Affirmative Action Compliance 52.222-25
Equal Opportunity for Veterans 52.222-35
Equal Opportunity for Workers with Disabilities 52.222-36
Drug Free Workplace 52.223-6
Buy American Supplies 52.225-1
Notice and Assistance Regarding Patent and Copyright Infringement 52.227-2
Filing of Patent Applications - Classified Subject Matter 52.227-10
Rights in Data - General 52.227-14
Disputes 52.233-1
Stop Work Order 52.242-15
(aa) Inspection of Supplies – Fixed-Price 52.246-2
(ab) Termination for Convenience of the Government (Fixed-Price) 52.249-2 (ac) Default (Fixed-Price
Supply and Service) 52.249-8

Seller agrees to maintain all records, books and any other documents evidencing goods supplied and services rendered pursuant to this Order for six (6) years from this Order’s expiration date. Prior to the destruction of any such documents, Seller shall provide thirty (30) days’ prior written notice to embecta for instructions on destruction or return of such documents to embecta.

No rights or obligations under this Order, including payment or assignment of moneys due, may be subcontracted, assigned or transferred, in whole or in part, without:
(i) prior written approval by embecta;and
(ii) the assignees or subcontractor’s agreement to be bound by this Order.

The invalidity in whole or in part of any condition of this Order shall not impact the validity of other conditions. The remedies herein shall be cumulative and additional to any other remedies in law or in equity. No waiver of any provision of this Order shall constitute a continuing waiver of such provision or a waiver of such provision in other instances.

Unless otherwise required by law, this Order shall be construed in accordance with the laws of the country and jurisdiction in which the embecta entity placing the Order is domiciled. The parties agree that the United Nations Convention for the International Sale of Goods shall not apply.

This Order represents the entire agreement and understanding between the parties with respect to the subject matter herein. Any terms and conditions in addition to or in conflict with the terms and conditions of this Order, such as the order acknowledgment or other documentation of Seller, including any on-line or click-through agreements are null and void.