BOSTON SCIENTIFIC UK

GENERAL TERMS AND CONDITIONS OF SALE

ARTICLE 3 - PAYMENTS
In these General Terms and Conditions of Sale: 3.1 Products shall be invoiced by SELLER upon, or at any time after, delivery
of the Products in accordance with Article 4. BUYER shall pay all amounts
"BUYER" means the person, firm or company which places an order with invoiced and unless otherwise agreed in writing the terms of payment are
SELLER; thirty (30) days. In addition to any other rights or remedies available to
"Contract" means a contract between SELLER and BUYER for the sale of SELLER whether at law or otherwise, SELLER may charge interest on all
PRODUCTS comprising these General Terms and Conditions of overdue amounts at an annual rate of 3% above the prevailing base rate of
Sale and the relevant Order; SELLER's principal bankers, which interest shall accrue on a daily basis from
"Force has the meaning given to it in Article 9; the date payment becomes overdue until SELLER has received full payment
Majeure" of the overdue amount together with all interest that has accrued, and shall
"Order" means an order for the purchase of Products submitted by BUYER be payable within thirty (30) days of the date of SELLER's invoice in respect
to SELLER in accordance with Article 1.3; of the same.
"Products" means the products supplied or agreed to be supplied by 3.2 Payments must be made by BUYER in full with no deductions, withholdings,
SELLER to BUYER under any Contract; and set offs, or counterclaims for any reason whatsoever, whether arising in
"SELLER" means Boston Scientific Limited, Breakspear Park, Breakspear contract, tort (including negligence), breach of statutory duty or otherwise
Way, Hemel Hempstead, Herts HP2 4TZ. (save as may be required by law) and regardless of any disputes between
SELLER and BUYER.
THESE GENERAL TERMS AND CONDITIONS OF SALE MAY 3.3 The Invoice shall set out and govern the currency in which the payment shall
NOT BE MODIFIED, ADDED TO, SUPERSEDED OR be made.
OTHERWISE ALTERED UNLESS APPROVED BY SELLER IN
ARTICLE 4 - DELIVERY/TRANSFER OF RISKS/TRANSFER
WRITING. THESE GENERAL TERMS AND CONDITIONS OF
OF TITLE/QUALITY REQUIREMENTS
SALE SUPERSEDE ANY OTHER TERMS ISSUED BY BUYER
4.1 Products shall be delivered, and risk shall pass to BUYER according to the
AND ANY OTHER TERMS STIPULATED OR Incoterms 2010 term as specified on the invoice. Time limits for delivery are
INCORPORATED OR REFERRED TO BY BUYER (WHETHER SELLER's best approximation of such date and shall not be deemed to
IN ITS ORDER OR OTHERWISE) ARE HEREBY REJECTED represent a fixed or guaranteed date. Such dates shall be automatically
BY SELLER AND SHALL NOT FORM PART OF ANY extended in the event of delay which is not attributable to SELLER or in a
CONTRACT. case of Force Majeure which makes it impossible for SELLER to perform all
or part of any contract. In any event, SELLER shall have no liability to
ARTICLE 1- QUOTATIONS / ORDERS BUYER for late delivery of the Products (or any of them) for whatever reason
1.1 All quotations are given and all Orders are accepted on and subject to these and time shall not be of the essence in this respect.
General Terms and Conditions of Sale. 4.2 SELLER may deliver the Products by instalments, which shall be invoiced
1.2 No quotations by SELLER shall be effective unless in writing. Quotations and paid for separately. Each instalment shall constitute a separate Contract.
are valid for the period as stated on the quotations unless withdrawn earlier Any delay in delivery or defect in an instalment shall not entitle BUYER to
by SELLER upon notice to BUYER. In no event shall a quotation constitute cancel any other instalment.
an offer. Indications provided on SELLER's marketing and promotional 4.3 Notwithstanding the delivery of and passing of risk in any Product(s), title to
documents are for information purposes only. the Products(s) shall not pass to BUYER until all sums payable to SELLER
1.3 All Orders of BUYER shall be placed directly with SELLER's Customer under the relevant Contract for such Products(s) have been paid in full.
Service Department via telephone, fax, mail, e-mail or other electronic 4.4 Until title to the Products has passed to BUYER, BUYER shall: (a) hold the
method, or SELLER's qualified personnel where available. In case of an Products on a fiduciary basis as the SELLER'S bailee; (b) store the Products
Order placement via telephone, SELLER requests the BUYER to promptly separately from all other goods and products held by BUYER so that they
confirm the Order in writing. Orders will normally not be accepted without remain readily identifiable as SELLER'S property; (c) not remove, deface or
an official Purchase Order Number which is provided by the BUYER. obscure any identifying mark or packaging on or relating to the Products; (d)
1.4 All Orders are subject to acceptance by SELLER. Orders are deemed to have maintain the Products in satisfactory condition and keep them insured against
been accepted by SELLER by delivering the Products. all risks for their full price on SELLER'S behalf from the date of delivery;
1.5 In the event of any inconsistency between these General Terms and (e) notify SELLER immediately if it becomes subject to any of the events
Conditions of Sale and the Order they shall prevail in the following order to listed in Article 10.4; and (f) give SELLER such information relating to the
the extent of the inconsistency: (i) these General Terms and Conditions of Products as SELLER may require from time to time. However, subject to
Sale; and (ii) the Order. compliance with the above, BUYER may use the Products in the ordinary
course of its business.
ARTICLE 2 - PRICES 4.5 If, before title to the Products passes to BUYER, BUYER becomes subject
2.1 All Product prices quoted or otherwise provided by SELLER are exclusive to any of the events listed in Article 10.4, or SELLER reasonably believes
of Value Added Tax and any and all applicable taxes, fees or charges of any that any such event is about to happen and notifies BUYER accordingly, then,
kind which, to the extent applicable, shall be payable by the BUYER. All provided the Products have not been resold, or irrevocably incorporated into
Product prices quoted or otherwise provided by SELLER are confidential and another product, and without limiting any other right or remedy SELLER
cannot be shared with anyone outside the BUYER’s organisation without the may have, SELLER may at any time require BUYER to deliver up the
SELLER’s permission. Products and, if BUYER fails to do so promptly, enter any premises of
2.2 In case of European Union transactions, BUYER undertakes to provide BUYER or of any third party where the Products are stored in order to
SELLER with all information and documents which could be required for recover them.
Value Added Tax purposes. 4.6 SELLER has and requires of its BUYERS a primary commitment to patient
2.3 The invoice price may not be final and could be subject to discounts or safety and product quality. These include, without limitation, requirements
rebates. regarding appropriate storage of the Product(s) maintaining traceability,
2.4 Prices shall be fixed for 12 months from the Effective Date of the Contract prompt reporting and handling of complaints, and implementation of recalls
and shall be subject to increase upon each anniversary of the Effective Date and other field actions. These requirements shall survive the expiration or
in accordance with this Article. If the parties have not agreed on adjusted other termination of any Contract.
prices 30 days before the relevant anniversary, the SELLER shall be
entitled to increase prices in accordance with the UK CPIH and if it elects to ARTICLE 5 - INSPECTION AND WARRANTIES
do so it shall give notice of the adjusted prices to BUYER. The formula to 5.1 BUYER shall inspect the Products immediately on receipt thereof. Claims
calculate the adjusted prices shall be: Adjusted Price = Base Price x Index for non-receipt of Products or non-compliance with the terms of the Contract,
level 30 days before anniversary/Base index level. must be made to SELLER in writing within fourteen (14) days of advised
2.5 Where the term of the Contract is less than twelve (12) months all prices shall delivery in case of non-receipt and fourteen (14) days from delivery in other
be fixed for the term of the Contract and shall not be subject to increase. cases. If the Buyer fails to give written notice within fourteen (14) days from
2.6 The SELLER shall bear shipping costs for economy delivery (48-hour delivery that any Products do not comply with the terms of the Contract,
delivery or slower). Where the BUYER has requested expedited delivery BUYER shall be deemed to have accepted the Products.
compared to the economy delivery, the SELLER shall be entitled to charge 5.2 SELLER warrants that each Product delivered to BUYER has been
the BUYER for shipping costs in accordance with the SELLER’s standard manufactured, packaged and tested according to the accompanying and/or
expedited delivery applicable at the date of the Order (available on request). published specifications and, on delivery to BUYER and unless expressly
stated otherwise, the Product is considered to be free from defects in
 workmanship and material until the Product expiry date as affixed on the from reselling the Products within the EEA, provided that the BUYER has
Product (“warranty period”). not actively sought such resale. BUYER shall not resell or export Products
5.3 SELLER will have no liability for the non-compliance of any Product with subject to these General Terms and Conditions of Sale or a Contract outside
the warranty in Article 5.2 to the extent that such non-compliance arises as a the EEA.
result of (a) BUYER's failure to follow SELLER'S oral and/or written 7.2 BUYER acknowledges and expressly agrees that certain laws of the United
instructions as to the storage, commissioning, installation, use and States of America and other countries, including, without limitation, the
maintenance of such Product or (if there are no such instructions) good United States Export Control Regulations, the United States Anti-Money
industry practices regarding the same; (b) SELLER following any drawing, Laundering laws, the United States Anti-Terrorism laws and the Foreign
design or specification supplied by BUYER; (c) BUYER having altered or Corrupt Practices Act (collectively, “the Legislation”), may result in the
repaired such Product without the written consent of SELLER; or (d) fair imposition of sanctions on the SELLER or its affiliated companies in the
wear and tear, misuse, accident, abnormal storage or working conditions or event that, directly or indirectly, (i) Products are exported to various
wilful damage or negligence of or by BUYER, its employees, agents, or countries, including
subcontractors. without limitation Cuba, Iran, North Korea, Syria, Sudan, or any country
5.4 In the event of the non-compliance of any Product with the warranty in embargoed by Executive order or otherwise, or (ii) offers, promises, or
Article 5.2 SELLER shall repair or replace (at its option) the applicable payments are made to non-U.S. Government Officials or others for the
Product. The BUYER shall inform the SELLER about the non-compliance purpose of influencing decisions favorable to SELLER.
of the Product and in case the BUYER will return the Product to SELLER, 7.3 BUYER acknowledges that it is familiar with the Legislation and expressly
the BUYER shall ensure proper packaging and transportation of the Product. agrees, therefore, that it shall comply at all times with the Legislation and
SELLER reserves the right to request BUYER to return the non-compliant that it will not take any action that would cause either party to violate the
Product. SELLER shall bear the costs for the transportation. Legislation or that would have the purpose or effect of public or commercial
5.5 Any Product or Product components replaced under this Article 5 shall bribery, or acceptance of or acquiescence in extortion, kickbacks, or other
become the property of SELLER. Any replaced Product or replaced Product unlawful or improper means of obtaining business.
component under this Article 5 shall be subject to the Product expiry date of 7.4 In the exceptional case that the BUYER will resell the Products, the BUYER
the replacement Product (as affixed on the replacement Product) and any is obliged to impose to its contractors the same obligations as the SELLER
repaired Product or Product component shall be subject to the remainder of has imposed to the BUYER, especially but not limited to a primary
the warranty as from the date of its repair by SELLER. commitment to patient safety and product quality as well as compliance with
5.6 The express warranty in Article 5.2 sets out the exclusive liability of any regulatory requirements. The patient safety and product quality
SELLER in relation to the Products and there are no conditions, warranties, requirements shall include, without limitation, requirements regarding
representations or terms, express or implied, that are binding on SELLER appropriate storage of the Products maintaining traceability, prompt
except as specifically stated in this Article 5. Any condition, warranty, reporting and handling of complaints, and implementation of recalls and
representation or term (including, without limitation, in relation to quality, other field actions.
merchantability or fitness for any particular purpose) which might otherwise
be implied into or incorporated into any Contract, whether by statute, ARTICLE 8 – LIABILITY
common law or otherwise, is hereby expressly excluded. 8.1 SELLER's maximum aggregate liability to BUYER under or in connection
5.7 Save as expressly provided in this Article 5, SELLER shall have no liability with any Contract, whether arising under statute or arising in or for breach of
to BUYER in respect of the non-compliance of any Product with the warranty contract, tort (including negligence), breach of statutory duty, indemnity or
set out in Article 5.2 and the remedies set forth in this Article 5 shall be otherwise, shall in no circumstances exceed 125% of the total price payable
SELLER's exclusive liability and BUYER'S exclusive remedies in this by BUYER for the Products under that Contract.
respect. 8.2 SELLER shall not be liable to BUYER for any loss of income, loss of actual
5.8 SELLER ASSUMES NO LIABILITY WHATSOEVER FOR MULTIPLE or anticipated profits, loss of business, loss of contracts, loss of goodwill or
USE OF PRODUCTS MEANT FOR SINGLE USE ONLY AND ANY reputation, loss of anticipated savings, loss of, damage to or corruption of
LIABILITY THAT MAY OTHERWISE ARISE IN THIS RESPECT IS data, or for any indirect or consequential loss or damage of any kind, in each
HEREBY EXPRESSLY EXCLUDED. case howsoever arising, whether such loss or damage was foreseeable or in
the contemplation of the parties and whether arising under statute or arising
ARTICLE 6 - PRODUCT RETURNS AND REPAIR in or for breach of contract, tort (including negligence), breach of statutory
6.1 Should the BUYER wish to return any delivered Products for credit without duty, or otherwise.
the Products being non-compliant a return request must be made to 8.3 Nothing in these General Terms and Conditions of Sale or in any Contract
SELLER's Customer Service Department. The return request must include shall exclude or in any way limit SELLER's liability to BUYER for (i) fraud,
details of the product number, batch/lot number, expiration date, invoice (ii) death or personal injury caused by its negligence (including negligence
number and the date the Products were delivered. SELLER reserves the right as defined in s. 1 Unfair Contract Terms Act 1977), (iii) breach of terms
to reject such return requests upon its own discretion. regarding title implied by s. 12 Sale of Goods Act 1979 and/or s. 2 Supply of
6.2 Credit will be given only for Products that have not been defaced in any way, Goods and Services Act 1982, or (iv) any liability to the extent the same may
are unopened and undamaged, and have a six-month remaining shelf life, not be excluded or limited as a matter of law.
unless otherwise expressly agreed. An exception to this rule applies to 8.4 BUYER is liable for providing prices/price changes to any authorities
products involved in a product recall. The SELLER reserves the right to including reimbursement authorities. BUYER shall indemnify SELLER and
charge a 10% handling charge (10% of the value of the products being keep it fully and effectively indemnified against any and all liabilities, claims,
returned). actions, costs, proceedings, losses, damages and expenses (including legal
6.3 It is the BUYER's responsibility to ensure that the returned Products have expenses) incurred by SELLER which arise (directly or indirectly) out of or
adequate protective packaging to ensure that they are received in a resellable in connection with any negligent act or omission or wilful misconduct of or
condition and that the Return Authorisation Number, received from by BUYER, its employees, agents, or subcontractors.
SELLER's Customer Service Department, is clearly marked on the outside
packaging. No credit will be given for Products that are received damaged or ARTICLE 9 - FORCE MAJEURE
without a proper Return Authorisation Number. 9. SELLER shall not be responsible for any loss or damage suffered or incurred
6.4 SELLER understands that BUYER may be obliged by the Data Protection by BUYER arising from SELLER's failure to perform or delay in performing
Act 2018, to maintain the privacy of any data related to the health of its any obligation under any Contract if so prevented or delayed by cause(s)
patients. Prior to BUYER returning the Equipment or SELLER OR ANY beyond its reasonable control including but not limited to acts of God, fire,
AFFILIATED COMPANY OF SELLER servicing the Equipment, BUYER flood, typhoon, earthquake, riots, wars, hostilities, governmental restrictions,
shall delete any patient data, if any and if possible, from the Equipment. strike for whatever causes, lock-out, stoppage or delay in transport, actions
When receiving returned equipment, SELLER uses appropriate safeguards by governments or any agency thereof, boycott or trade embargoes ("Force
that reasonably protect the confidentiality of any patient information Majeure"). SELLER shall give notice to BUYER of a Force Majeure event
inadvertently remaining on the returned capital equipment, including, by and specify the estimated extent of the event. SELLER's time of performance
ensuring the deletion of the patient data from the Equipment as a first step shall automatically be extended for the duration of the event of Force
before any repair action. Majeure. If a Force Majeure event prevents SELLER from performing its
obligations under a Contract for more than three (3) months, both parties shall
ARTICLE 7 - RESALE AND EXPORT meet and try in good faith to find a suitable solution. If no such solution is
7.1 In the exceptional case where the BUYER will be reselling the Products, the obtained within one (1) month, either party may automatically terminate the
BUYER shall not actively resell or promote the resale of the Products into applicable Contract upon written notice to the other party. In such a case,
any geographical area located in the European Economic Area (EEA) in BUYER shall pay for all costs incurred by SELLER in connection with its
which the SELLER has appointed a distributor for the sale of the Products performance of the applicable Contract prior to termination.
or, alternatively, has reserved the area to itself or its subsidiaries (the
"Restricted Area"). Moreover, the BUYER shall not locate or utilize an ARTICLE 10 - SUSPENSION - TERMINATION
office, branch, or distribution depot for the active resale or promotion of the 10.1 In case of BUYER's default under any Contract, including the non-
resale of the Products into the Restricted Area. Nothing in these General payment of any invoice by its due date, SELLER shall be entitled to
Terms and Conditions or the Contract shall be construed as preventing the suspend its performance of such Contract until cure of such default and
BUYER BUYER shall be liable for SELLER's losses, costs, damages and expenses,
 including, without limitation, loss of profits, reasonable attorney's fees, 14.3 Catalogue/order numbers as well as Product references or codes may
costs of collection, together with interest (in accordance with Article 3.1), change from time to time, reflecting obsolescence and a continual policy
in addition to other remedies, whether available at law or otherwise. In the of Product upgrade. SELLER reserves the right to substitute new Products
event that SELLER exercises its right to suspend its performance, the time of like specification.
limits for SELLER's performance of the applicable Contract shall 14.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to any
automatically be extended for the duration of such suspension. Contract and a person who is not a party to a Contract shall not acquire any
10.2 In all cases, where the payment is not made under a Contract within thirty rights under it or be entitled to benefit from any of its terms even if that
(30) days following its due date, SELLER shall be entitled to terminate the person has relied on any such term or has indicated to any party to the
Contract. Contract its assent to any such term.
10.3 Notwithstanding any other provision herein, in the event one party
breaches the terms of a Contract, the other party shall have the right to ARTICLE 15 –DATA PROTECTION
automatically terminate such Contract or part thereof, upon written notice 15 In order to comply with the applicable data protection legislation
to the first party, if such breach has not been cured within a thirty day SELLER informs BUYER that any personal data that could be
period after receipt of written notice by the defaulting party requiring the contained in an invoice derived from this contract, will be included in
same. an automated database of which SELLER is data controller with the
10.4 SELLER shall be entitled to terminate all or any Contract(s) if BUYER main purposes of financial and logistical management with a server
ceases or threatens to cease to trade (either in whole, or as to any part or located in the United States. To lawfully transfer personal data outside
division involved in the performance of such Contract(s)), or becomes or the EU/EEA, the United Kingdom and Switzerland, Boston Scientific
is deemed insolvent, is unable to pay its debts as they fall due, has a has signed EU Standard Contractual Clauses between its EU, Swiss and
receiver, administrative receiver, administrator or manager appointed of US entities as well as taken additional safeguards such as encryption of
the whole or any part of its assets or business, makes any composition or the data in transfer. BUYER remains responsible for the lawful sharing
arrangement with its creditors or an order or resolution is made for its with SELLER of patient data for invoices. (i.e. obtaining patient prior
dissolution or liquidation (other than for the purpose of solvent consent). BUYER can exercise the rights of access, rectification,
amalgamation or reconstruction), or takes or suffers any similar or deletion, portability and opposition by contacting SELLER or the
analogous procedure, action or event in consequence of debt in any SELLER’s European data Protection Officer at
jurisdiction. [email protected].

ARTICLE 11 - ASSIGNMENT - SUB-CONTRACTING – IN RELATION TO ANY CONTRACT, THESE GENERAL

EXPORT TERMS AND CONDITIONS OF SALE AND THE ORDER
11.1 The BUYER may not assign, transfer, novate, sub-licence, sub-contract or SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN
otherwise dispose of all or any part of its rights and/or obligations under THE PARTIES REGARDING ITS SUBJECT MATTER AND
any Contract without SELLER's prior written consent.
SHALL SUPERSEDE AND REPLACE ANY AND ALL PRIOR
11.2 SELLER may assign, transfer or novate all or any of its rights and/or
obligations under any Contract. Further, SELLER reserves the right to sub- AGREEMENTS, UNDERSTANDINGS OR ARRANGEMENTS
contract to one or more subcontractors all or part of its obligations under BETWEEN THE PARTIES, WHETHER ORAL OR IN
any Contract. WRITING, RELATING TO THE SUBJECT MATTER OF THE
11.3 BUYER is not entitled to sell or export Products subject to these General CONTRACT. NO REPRESENTATION, UNDERTAKING OR
Terms and Conditions of Sale outside the European Economic Area. PROMISE SHALL BE TAKEN TO HAVE BEEN GIVEN OR BE
IMPLIED FROM ANYTHING SAID OR WRITTEN IN
ARTICLE 12 - DISPUTE SETTLEMENT NEGOTIATIONS BETWEEN THE PARTIES PRIOR TO THE
12.1 Should a dispute, controversy or claim arise between the parties connection DATE OF ANY CONTRACT EXCEPT AS EXPRESSLY STATED
with these General Terms and Conditions of Sale or a Contract (a
IN THAT CONTRACT. NEITHER PARTY SHALL HAVE ANY
"Dispute"), the parties shall notify each other of the reasons for the Dispute
by registered letter and meet promptly, in good faith to attempt an amicable REMEDY IN RESPECT OF ANY UNTRUE STATEMENT MADE
settlement for such Dispute. BY THE OTHER UPON WHICH THAT PARTY RELIED IN
12.2 If an amicable settlement is not reached within thirty (30) days after such ENTERING INTO A CONTRACT (UNLESS SUCH UNTRUE
notification, the parties hereby agree to submit to the exclusive jurisdiction STATEMENT WAS MADE FRAUDULENTLY OR WAS AS TO
of the courts of England to resolve the Dispute, provided that SELLER A FUNDAMENTAL MATTER INCLUDING AS TO A MATTER
shall have the right, as claimant, to initiate proceedings against BUYER in FUNDAMENTAL TO THE OTHER PARTY’S ABILITY TO
any other court of competent jurisdiction. PERFORM ITS OBLIGATIONS UNDER THE CONTRACT)
12.3 The official text of each Contract and any notices given thereunder shall
AND THAT PARTY'S ONLY REMEDIES SHALL BE FOR
be English. In the event of any dispute concerning the construction or
interpretation of a Contract, reference shall be made only to the Contract BREACH OF CONTRACT AS PROVIDED IN THE CONTRACT.
as written in English and not to any translation into any other language. MISREPRESENTATIONS AS TO FUNDAMENTAL MATTERS
12.4 The construction, validity and performance of these General Terms and SHALL BE SUBJECT TO ARTICLE 5.
Conditions of Sale, all Contracts and all non-contractual obligations arising
from or connected with the same, shall be governed by English law to the
exclusion of its rules on conflicts of law. Both BUYER and SELLER
acknowledge the applicability of, and agree to comply with, the UK
Bribery Act.

ARTICLE 13- LICENCES, PERMITS AND COMPLIANCE

WITH SPECIFIC LAWS
13. The BUYER shall obtain and maintain in full force and effect, at its own
expense, all licences, permits and authorisations necessary for the use, sale
or distribution of the Products by BUYER and associated services
performed by BUYER. BUYER shall further comply with all applicable
laws, statutes, regulations and other legal requirements, local medical
industry association guidelines, which are applicable to all third party
intermediaries (such as the Eucomed Guidelines on Interactions with
Healthcare Professionals), in connection with the Products, its obligations
under each Contract and in all matter relating thereto, and shall not do or
permit anything to be done which might cause or otherwise permit
anything to be done which might cause or otherwise result in a breach by
SELLER of the same or place the SELLER in jeopardy of not complying
with any such requirements.

ARTICLE 14 - MISCELLANEOUS
14.1 SELLER welcomes monthly standing Orders or periodic call off Orders,
thus providing BUYER with scheduled deliveries using a single purchase
order number, usually over a twelve (12) month period.
14.2 List prices are subject to change without notice, although SELLER
endeavours to maintain price stability over periods of twelve (12) months.
Any variation from the price list must be authorised by SELLER.