Millyard Advanced Medical Products LLC
Purchase Order Terms and Conditions

These Purchase Order Terms and Conditions (these “Terms and Conditions”) are incorporated into each Purchase Order, which makes reference to these Terms and Conditions, issued by Millyard Advanced Medical Products LLC (“Millyard”) to any vendor or other supplier of goods and/or services (“Supplier”). By accepting any such Purchase Order or providing goods or services in response to any such Purchase Order, Supplier agrees to these Terms and Conditions.

1. If Supplier is supplying goods, Supplier represents and warrants to Millyard that Supplier has all necessary rights and title to transfer the goods to Millyard, that the goods are free of liens, that the goods are new and unused, that the goods conform to any applicable specification, that the goods are merchantable and fit for any particular purpose which Millyard may have made known to Supplier, and that the goods do not infringe the intellectual property rights of any party. If Supplier is supplying services, Supplier represents and warrants to Millyard that Supplier has the training, experience, employees and equipment necessary to properly and competently render the services, that the services will be rendered in accordance with all applicable laws and generally prevailing standards, that Millyard will be the exclusive owner of all deliverables delivered by Supplier to Millyard in connection with rendering the services and all designs, inventions, copyrights and other intellectual property rights in such deliverables, and that the services do not infringe the intellectual property rights of any party.
2. Supplier shall deliver the goods to Millyard F.O.B. Millyard’s place of business at 540 N. Commercial Street, Manchester, NH or Millyard’s other designated delivery address.
3. Except as necessary to deliver goods or services to Millyard under the Purchase Order, Supplier shall neither use nor disclose to any third party any confidential information of Millyard that may be communicated to Supplier. This does not limit Supplier’s obligations under any separate non-disclosure or confidentiality agreement with Millyard.
4. Unless Millyard gives prior written consent, Supplier shall neither assign any of its rights nor delegate any of its duties under the Purchase Order.
5. Supplier shall invoice Millyard for goods after delivery and for services after the services are rendered. Millyard shall pay Supplier’s invoice within thirty (30) days.
6. Supplier shall indemnify Millyard against and hold Millyard harmless from any and all claims and losses arising out of (i) any defect in goods supplied hereunder, (ii) any Supplier breach of any representation or warranty hereunder, and (iii) any Supplier breach of these Terms and Conditions.
7. Millyard may cancel the Purchase Order at any time. Upon such cancellation Millyard shall pay Supplier for services actually rendered or goods actually received based on the prices stated on the Purchase Order and percent completed.
8. Millyard shall have no liability to Supplier for consequential, special, or punitive damages. Millyard shall have no liability to Supplier for any damages (whether based on any claim of breach of contract, any tort claim, any indemnity claim, or any other cause of action) in excess of the prices stated on the Purchase Order for services actually rendered to Millyard or goods actually received by Millyard.
9. The Purchase Order and these Terms and Conditions are the entire agreement between Supplier and Millyard and may only be amended by a written agreement signed by Supplier and Millyard. These Terms and Conditions supersede any conflicting terms in any document delivered by Supplier to Millyard.
10. Any controversy or claim arising out of or relating to the Purchase Order or these Terms and Conditions or the breach thereof shall be settled by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures. The Arbitration shall take place in Manchester, NH. The Arbitrator’s decision shall be final, and no party may take any action, judicial or administrative, to overturn this decision. The judgment rendered by the Arbitrator may be entered in any court having jurisdiction thereof.
11. New Hampshire law governs the Purchase Order and these Terms and Conditions.