ORTHO ACTIVE APPLIANCES LTD. (Ortho Active)
PURCHASE TERMS
1. Definitions
“Buyer” means Ortho Active Appliances Ltd.
“Supplier” means the entity providing Goods or services under a Purchase Order.
“Goods” means all products, components, materials, accessories, or services described in a Purchase Order (“PO”).
2. Acceptance of Terms
These Purchase Terms apply to all POs issued by Buyer. Supplier’s acceptance of a PO, shipment of Goods, or commencement of work constitutes acceptance of these Terms. Supplier’s terms or conditions do not apply unless expressly accepted in writing by Buyer.
3. Purchase Orders
Supplier must confirm all POs within 2 business days. Buyer may amend or cancel a PO before shipment unless Goods are custom-made and Supplier has incurred documented, non-recoverable costs.
4. Pricing
All pricing must be confirmed in writing and remain firm for the duration of the PO. No surcharges, fees, or price increases may be added without Buyer’s written approval.
5. Invoices & Payment Terms
Unless otherwise stated in the PO or agreed in writing, payment terms are Net 30 days from the later of: (a) delivery/acceptance/title transfer of Goods, and (b) receipt of a correct invoice. Invoices must reference the PO number, product codes, quantities, and unit pricing. Buyer may withhold payment for non-conforming, incomplete, or disputed Goods until resolved.
6. Delivery Terms
Delivery terms shall follow the Incoterms stated on the PO. Time is of the essence. Supplier must notify Buyer immediately of any expected delay. Early or excess shipments may be rejected or returned at Supplier’s cost.
7. Title & Risk of Loss
Title and risk transfer to Buyer in accordance with the Incoterms identified on the Purchase Order. Unless otherwise specified, Buyer’s standard term is EXW (Incoterms 2020) Supplier’s facility.
8. Packaging & Labelling
Supplier must package Goods suitably for transport and storage. All outer cartons must display: PO number, product code and description, quantity, and lot/batch number (if applicable).
8a. Product Labelling – Medical Devices
Supplier must ensure full compliance with Health Canada Medical Device Regulations (SOR/98-282). Any costs associated with correcting, updating, or remediating labelling non-compliance are borne by Supplier.
9. Quality & Compliance Requirements
Supplier warrants Goods conform to specifications, are new, free from defects, and comply with regulatory requirements. Certificates of Analysis/Conformance must be provided upon request.
10. Inspection & Rejection
Buyer may inspect Goods upon receipt. For non-conforming Goods, Buyer may reject, return, require replacement or credit, or charge back associated costs.
11. Warranty
Supplier warrants Goods are free from defects. Supplier shall provide a written warranty statement in IFU, labelling, or separate documentation, confirmed annually or upon change. Supplier must repair, replace, or credit, and reimburse Buyer for associated costs.
12. Product Changes
Supplier shall not change materials, manufacturing location, processes, or specifications without Buyer’s prior written consent.
13. Intellectual Property
All Buyer-provided drawings, tooling, molds, and specifications remain Buyer property. Supplier warrants that Goods do not infringe third-party IP.
14. Tooling & Molds
Tooling or molds paid by Buyer are Buyer property; Supplier must maintain and return them upon request.
15. Confidentiality
All pricing, technical information, and product details are confidential.
16. Regulatory Documentation, Recordkeeping, & Recalls
Supplier must maintain regulatory records per Health Canada Medical Device Regulations. Retention: useful life + 2 years or 2 years after last sale in Canada. Supplier must provide records within 48 hours and comply with recall obligations. Supplier bears all recall-related costs resulting from non-compliance.
17. Indemnification
Supplier indemnifies Buyer for losses, damages, recalls, regulatory actions, and costs arising from Supplier’s defects, non-compliance, negligence, or IP infringement.
18. Insurance
Supplier shall maintain product liability and general liability insurance, minimum $2M USD each.
19. Force Majeure
Neither party is liable for delays caused by uncontrollable events.
20. Termination
Buyer may terminate immediately if Supplier fails obligations, breaches terms, or becomes insolvent.
21. Relationship to Distribution Agreements & Supplier Terms
A Distribution Agreement supersedes these Terms in case of conflict. Supplier’s terms do not apply unless expressly accepted in writing. Where the Distribution Agreement is silent, these Terms govern.
22. Governing Law & Jurisdiction
These Terms are governed by the laws of British Columbia, Canada.
23. Entire Agreement
These Terms, together with any PO and applicable written agreements, constitute the entire agreement between the parties.
Ortho Active Appliances Ltd.
103-250 Schoolhouse Street • Coquitlam, BC V3K 6V7
1-800-663-1254 • info@orthoactive.com • www.orthoactive.com