SHL Medical Purchase Terms and Conditions for Services ("T&C")

1.        Introduction and Definitions

1.1.      "SHL" means SHL Medical AG or any other applicable company which is a member of SHL group from time to time, which performs part or all the obligations under these T&C.

"Location" means the place at which the Deliverables are to be delivered in accordance with the Order.

"Order" means any purchase order, statement of work, or similar document provided to Supplier by SHL.

"Services" means the services provided by the Supplier under the Agreement including the delivery of Deliverables.

"Deliverables" means all documents, reports, and materials developed by Supplier as part of or in relation to the Services, which may be described in the proposal, Order, or as otherwise agreed between the parties in writing from time to time, in any form and delivered to SHL.

"Supplier" means the person, firm or company providing the Services to SHL.

"Agreement" means these T&C’s, Quality Agreement as executed between SHL and Supplier or as published on SHL’s website from time to time, Supplier Code of Conduct under https://www.shl-medical.com/sustainability/, together with the respective SHL Order.

1.2.      These T&C are applicable to all legal relationships of SHL engaging Supplier to perform the Services and deliver the Deliverables on the terms and conditions set out below. 

1.3.      No variation or addition to these T&C will be effective unless made or specifically accepted by SHL in writing. These terms and conditions will override and take the place of any other terms and conditions contained in any document, quotation, or other communication used by the Supplier.

1.4.      The benefit of an Order placed by SHL may be taken by that company in such group and these terms and conditions may be enforced by any of them, in each case as either principal or as the duly authorized agent for any of the other companies. This is done to assist the effective processing and administration of each Order and does not in any way affect any of the Supplier's rights.

2.        Services

2.1.      Subject to this Agreement, SHL engages Supplier to perform the Services based on the proposal agreed between the Parties and/or detailed in the Order. Supplier shall in good faith accommodate and comply with any reasonable changes made to the proposal by SHL.

2.2.      In case there are any conflicts between these T&C and the Order, the provisions of these T&C shall govern. The Order shall be binding upon the acceptance by Supplier via written confirmation within 3 business days upon receipt and such acceptance shall not be unreasonably withheld by Supplier. If Supplier fails to reject the Order with reasonable reasons within the said timeframe, such Order shall be deemed binding upon Supplier.

2.3.      Supplier agrees to strictly follow the terms and conditions of the Agreement.

2.4.      The Services shall be performed (i) in accordance with any specific instructions by SHL, (ii) the terms of this Agreement and the relevant proposal; (iii) to the best of its ability in a timely and professional manner consistent with industry standards, (iv) in accordance with the standard of care customarily observed with regard to such Services in Supplier’s field of expertise, and (iv) in compliance with all applicable laws, rules, regulations, rules, and industry standards, the Order, the terms and conditions of these T&C and the Quality Agreement. Supplier shall not make any change to the Services. To the extent the services are conducted on SHL’s products, any changes to service performance site or procedures are subject to 24-month prior notice to and prior approval of SHL.

3.        Payment

3.1.      The fees for the Services as set out in the Order are fixed and exclusive of VAT but inclusive of all other levies, duties, taxes, charges, and expenses (including packaging, carriage, and insurance) unless specifically agreed otherwise. The price is inclusive of delivery to the Location. Supplier shall bear all applicable withholding taxes, and SHL may deduct such taxes from any payments due without any obligation to gross up the amounts payable.

3.2.      Unless otherwise set forth in the Order, the Supplier will invoice SHL for the Services at any time after the completion of the Services and payment shall be made within 60 days from the receipt of an undisputed invoice.

4.        Delivery

4.1.      The Services shall be provided in the quantities, by the times, per the Incoterms, and at the Location strictly in accordance with the Order or otherwise agreed with SHL. If the Deliverables require the carrying out of review, after receipt by SHL, delivery shall not be deemed to be complete until such review have been completed, and the Supplier shall provide SHL, upon SHL’s request, with corrected or updated Deliverables based on such review. Partial deliveries are only permitted with the prior written consent of SHL. If partial deliveries are made without such consent, SHL shall be entitled to refuse them, to demand complete fulfillment of the delivery order and to charge the Supplier for any costs incurred due to the return of unauthorized partial deliveries

4.2.      Time for provision of the Services shall be of the essence. The Supplier shall notify SHL if any delivery or performance is likely to be delayed beyond the specified date. Failure by the Supplier to notify any likely delay shall entitle SHL to terminate without liability on SHL’s part for all or part of the Agreement and/or to compensation for any losses resulting from such failure and delay. If any delay so notified does or is likely to exceed 30 days, SHL shall be entitled to terminate without liability on SHL's part for all or part of the Agreement and/or (unless the delay is due to Force Majeure) to compensation for any resulting losses.

4.3.      The Supplier must ensure all physical Deliverables delivered are suitably packaged and SHL shall not be obliged to return any packaging materials for any Deliverables whether they are accepted by SHL.

4.4.      If the Services are performed in milestones, the Agreement shall be treated as a single contract and not severable.

4.5.      The Supplier shall inform SHL of all key stages in its Services performance. The Supplier shall not depart from the Order for the Services unless the Supplier has obtained SHL's written approval. The Supplier shall make all and any amendments to the Deliverables required by SHL and unless agreed in writing by SHL, any such amendments shall not increase the price.

4.6.      If an inspection at any time after delivery by SHL establishes that all or any part of the Deliverables delivered does not comply with all the requirements of the Agreement, SHL may (without limitation) reject the Deliverables delivered, and require a replacement or rectification, or require re-performance of the Services and in each case recover its loss, costs, and expenses from the Supplier.

4.7.      If applicable, the Supplier shall remit a certificate of conformance with any relevant specification (including shelf-life) confirming conformance with the specification, Quality Agreement, and all appropriate regulatory approvals and health and safety requirements.

5.        Variations

5.1.      The Supplier shall accept any reasonable variation in scope, specification, quantity, or delivery in relation to the Services and Deliverables requested by SHL. The price shall be adjusted and agreed in writing by SHL to reflect the variation having regard to the rates and prices used in the contract or, where these are not relevant, to what is fair and reasonable.

5.2.      Neither party shall be bound by any variation to the Order unless and until it is confirmed by an official Order amendment issued by SHL.

6.        Risk and Title

The risk and title in any goods which form all or part of the Deliverables shall pass to SHL when accepted by SHL. SHL shall inspect and accept or reject the Deliverables within reasonable time upon delivery as per the Order. Acceptance of the Deliverables by SHL will not limit any of SHL’s right for defects not immediately visible upon delivery.

7.        Intellectual Property

7.1.      All intellectual property rights (including without limitation copyright in any software delivered) which are created for SHL as part of the Services, including Deliverables, shall be and become SHL's exclusive property with effect from their creation unless specifically agreed otherwise and SHL shall have full and free right to use those intellectual property rights and any matters to which they relate as SHL sees fit. The Supplier may use those intellectual property rights only as properly and reasonably required in connection with the provision of the Services for SHL. SHL retains ownership of any specifications it has provided.

7.2.      The Supplier grants SHL a non-exclusive, royalty-free license in respect of all intellectual property rights (including without limitation copyright in any software) in the Deliverables which do not belong to SHL under clause 7.1 for use by SHL in relation to the Deliverables or to execute its rights under the Agreement.

7.3.      The Supplier shall and shall procure that its agents, employees, and sub-contractors shall execute any documents or do anything else reasonably required by SHL to obtain, maintain, defend, enforce and secure full and free right to use those intellectual property rights referred to in clause 7.1 and to secure the license referred to in clause 7.2.

7.4.      The Supplier will indemnify and hold SHL harmless against any damages (including costs) that may be awarded or agreed to be paid in respect of any claim or action that any Deliverables provided by the Supplier infringe any patent, copyright, registered design, trade secret, trademark or any other proprietary right of a third party.

8.        Hazardous Goods

If any Deliverables to be delivered under any Order contains any hazardous substances or requires any special precautions to be taken to ensure safety in handling, transport, storage or use, the Supplier shall prior to delivery furnish SHL with written details of the nature of those substances and the precautions to be taken and shall ensure that before dispatch appropriate instructions and warnings are clearly and prominently marked or securely attached to any containers into which they are packed. Supplier shall furnish SHL with copies of all applicable "material safety data sheets" for such substances no later than the shipment date under the Order.

9.        Warranties

9.1.      The Supplier warrants that:

• (i) the Services will be provided by qualified personnel with reasonable skill and care in accordance with generally accepted industry standards, the terms of the Agreement, and all applicable laws and regulations,
• (ii) title to the Deliverables and all media, materials and supplies within the Deliverables delivered hereunder shall pass to SHL free and clear of all liens and encumbrances; and
• (iii) the use of the Deliverables by SHL shall not infringe the intellectual property rights of any third party and neither the acceptance of Order nor the fulfilment of Supplier’s obligations in connection with the Agreement will infringe the intellectual property right, contractual, or other proprietary rights of any third party.

10.      Indemnity

10.1.     The Supplier shall indemnify SHL for:

• (i) all loss, liability, damage, cost, claims or expense suffered by SHL because of any breach of the Agreement by the Supplier, these terms and conditions or any representation, warranty or condition (express or implied) given by the Supplier;
• (ii) any act or omission of the Supplier (including the Supplier's employees, agents and sub­contractors) in provision of Services; and
• (iii) any liability which SHL may incur whether by court proceedings or by a bona fide out-of-court settlement as a result of a claim against it under the Consumer Protection Act 1987 in respect of an alleged defect in the Deliverables.

10.2.     The Supplier shall not be liable to SHL for any damage or injury to the extent that the same is solely caused by or solely arises out of SHL's acts or omissions.

11.      Insurance

The Supplier shall maintain with an insurance company of good repute insurance (including product liability and/or professional indemnity insurance where appropriate) providing cover consistent at least with the best industry practice of suppliers of Services of the type to be supplied by the Supplier to SHL and in an amount of not less than USD 10,000,000 for any claim or series of related claims. Supplier shall at SHL’s request provide evidence of such insurance.

12.      Cancellation

12.1.     Notwithstanding any other rights or remedies available to SHL under the laws and regulations, SHL may terminate all or any part of the Order and/or reject any delivery without any liability immediately by notice to the Supplier, and without limitation in the following circumstances:  

• (i) if the Supplier breaches any term of the Agreement and fails to remedy the breach by that time set forth in Clause 4 or (if earlier) within 7 days of SHL so requiring; or
• (ii) if there is recurring quality issues with the Services and/or Deliverables provided by the Supplier;
• (iii) if the intended product that SHL plans to use in connection with the Services are banned from the market;
• (iv) if the Supplier ceases to or threatens to cease to carry on business, has a receiver or administrative receiver appointed over all or part of its assets, compounds with its creditors, becomes subject to an administration order or a bankruptcy order or goes into liquidation or suffers similar proceedings under any competent jurisdiction; or

12.2.     Clauses 7, 9, 10, 11, 12.2 and 15, shall survive termination or completion of all or any Order.

12.3.     If this Agreement is terminated for any reason all rights granted under this Agreement will terminate except for SHL's continued right to use the Deliverables provided under this Agreement.

13.       Compliance

13.1.     SHL requires its business partners, including Supplier, to adhere to applicable laws and regulations as well as to SHL’s values and standards. These pertain, namely, to supporting internationally proclaimed human rights, such as prohibition of child labor and slavery, adequate measures to protect the health and safety of employees, prohibition of discrimination, probation of conflict minerals, anti-corruption and anti-money laundering provisions, and compliance with competition and antitrust, national bidding and/or procurement, export control, environmental legislation, as well as data protection and privacy laws.

13.2.     In performing its obligations under the Agreement, the Supplier undertakes, as a condition to this contract, to conform at all times with all applicable laws, statutes, codes and regulations from time to time in force, including, but not limited to, the export control and sanctions laws and regulations of the United States of America, of member States of the European Union, and any other relevant country, and the Supplier Code of Conduct.

13.3.     If requested by SHL, the Supplier shall supply all policies, procedures and permit SHL to audit the Suppliers’ compliance with this Agreement and shall comply with the reporting and other requirements set forth in such laws, statutes, codes, regulations, and the Supplier Code of Conduct made available at https://www.shl-medical.com/sustainability/, or otherwise and shall provide SHL with documents, certificates and statements as requested.

13.4.     The Supplier shall keep confidential and not use, except for any of SHL's Orders, all confidential information obtained by the Supplier in connection with the Order. The Supplier shall inform its employees, agents, and sub-contractors of the requirement of confidentiality and indemnify SHL against any unauthorized use or disclosure by any of them of such confidential information.

14.       Force Majeure

SHL shall have no liability to the Supplier, or be deemed to be in breach of this Agreement, as a consequence of any of the following events, where the event is outside SHL's reasonable control:-

• (i) flood, storm, fire, severe weather conditions or natural events;
• (ii) war, terrorist action, hostilities, revolution, riot or civil disorder;
• (iii) any destruction, breakdown (permanent or temporary) or malfunction of, or damage to any premises, plant, equipment, materials (including any computer hardware or software or any records) unless by an act or omission of SHL's employees, agents or sub-contractors;
• (iv) the introduction of, or any amendment to, a law or regulation, or any change in the interpretation or application by any authority;
• (v) any strike, lockout or other industrial action;
• (vi) any obstruction of any public or private highway or road or any event which prevents or obstructs access to the Location;
• (vii) any breach of contract or default by, or insolvency of, a third party (including an agent or sub-contractor”); or
• (viii) any other event outside SHL's reasonable control, whether similar or not to any of the foregoing.

15.       Miscellaneous

15.1.     Names. No party may use or allow its representatives to use any other party’s name, the names of such other party’s affiliates or any derivatives thereof for purposes of any promotion, publicity, or advertising without the applicable party’s prior written consent, which may be withheld at such party’s sole discretion. In the event a party becomes aware that it is in violation of this prohibition, it shall take all reasonable steps as it deems necessary, at its sole expense, to cease and remedy such violation to the satisfaction of the party whose name has been involved.

15.2.     Assignment. The Supplier shall not transfer this Agreement or any of its rights, liabilities or obligations nor shall the Supplier sub-contract any of its obligations under it, whether in whole or in part, without first obtaining SHL's prior written consent. Such consent, if granted, shall not release the Supplier from any of its obligations and liabilities which may exist under this Agreement from time to time. Any purported assignment or transfer in violation of this section shall be void.

15.3.     Amendments. No modification of the Agreement shall be effective unless it is made in writing and signed by a duly authorized representative of each party.

15.4.     Entire Agreement. These T&C, Quality Agreement, Supplier Code of Conduct, and the Order constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes any prior agreement and understanding, whether written or oral, relating to the same subject matter between the parties.

15.5.     Severability. If any of the provisions of the Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect.

15.6.     Waiver. A waiver of either party's rights shall not operate as a waiver of any subsequent breach. No right, power or remedy conferred upon or reserved for either party is exclusive of any other right, power, or remedy available to that party and the rights, power, or remedy available to that party and the rights, powers and remedies shall be cumulative.

15.7.     Relationship. SHL engages the Supplier as an independent contractor. Nothing in this Agreement is intended to create a partnership, agency, or employment relationship. 

15.8.     Governing Law and Venue. This Agreement shall be governed by and interpreted in accordance with the laws of jurisdiction in which the SHL ordering entity is registered without reference to their conflict of laws provisions. Any dispute arising from the Agreement shall be submitted to courts of any such jurisdiction, which has full jurisdiction to settle the dispute in the first instance.