Conditions of Sale

Cook Medical Europe Ltd.
(“THE COMPANY”)

Effective June 2025

Basis on which the Company provides Goods

1. These conditions of sale shall apply to all sales made by the Company and to all goods supplied by the Company
   (the “goods”) to any person, firm or company (the “Customer”). By placing an order with the Company the Customer shall be regarded as accepting these conditions and the Customer acknowledges that these conditions shall override any conditions of purchase placed upon any orders by the Customer.
2. All sales made and goods supplied by the Company shall be deemed to be made under a contract incorporating these Conditions of Sale and shall be interpreted in accordance with the laws of Ireland irrespective of the residence, domicile or principal trading address of the Customer and irrespective of the address to which the goods are supplied, and all disputes, claims or proceedings between the parties arising in connection with the supply by or on behalf of the Company of Goods to the Customer shall be subject to the non exclusive jurisdiction of the courts of Ireland.
3. Notwithstanding that the Customer may order goods on its own standard form of purchase order, and whether or not such purchase order incorporates the Customer’s own terms and conditions of purchase, any such purchase order shall be treated solely as a request to deliver goods and shall have no other contractual effect whatsoever. Any quotation or representation issued by any representative of the Company or contained in any order submitted by the Customer shall not be binding upon the Company unless confirmed in the confirmation of purchase issued by the Company and no variation to these Conditions of Sale shall be binding upon the Company unless such variation is agreed in a written document expressly agreeing to a variation to these Conditions of Sale which is signed by an authorised representative of the Company.
4. If any one or more of the provisions of these Conditions of Sale shall be adjudged by any Court to be unfair within the meaning of the European Communities (Unfair Terms in Consumer Contracts) Regulations 1995 and 2000 any statutory modification or amendment thereto or to be otherwise ineffective or unenforceable then only those particular provisions shall be unenforceable but the remaining provisions of these Conditions of Sale shall continue in full force and effect.
5. These Conditions of Sale expressly exclude the right of any third party to enforce any provision of any agreement made between the Company and the Customer.

Orders and Confirmation of Purchase

6. All orders for goods shall be in writing or shall be confirmed in writing by the Company.
7. The Customer shall be responsible for ensuring the accuracy of any dimensions or specifications applicable to the goods, and for providing to the Company any information required by the Company in connection with the supply of the goods. The Customer shall be responsible for ensuring that the goods which it orders are appropriate for its requirements and for using the goods in accordance with the instructions and procedures appropriate for such goods.
8. The Company reserves the right to make any changes in the specification of goods which may be required to conform with any applicable statutory requirements relevant to such goods or the method of production thereof.
9. The Customer is required to maintain all records necessary to (i) provide full traceability in respect of the transport, storage, onward sale and (ii) document all engagement with regulatory authorities by the Customer in respect of all Products supplied by the Company to the Customer in a secure storage area suitable to protect the records from damage, or on a suitable electronic system, for a minimum period of 15 (fifteen) years from the date of generation of each record.
10. The Company shall be at liberty in the event of it being unable to supply any particular item ordered by the Customer either to cancel any order placed by the Customer or at the Customer’s option to supply an alternative product or to supply a lesser quantity of goods than originally ordered and the Company shall not be deemed to be in breach of the terms of this contract by so doing.
11. The Company may at its absolute discretion refuse to supply any goods to any Customer and in such event shall notify such Customer of its decision not to supply in which event the Customer shall have no claim against the Company for any loss arising as a result of the Company’s refusal to supply.
12. The Customer shall not be entitled to cancel or vary any order that has been shipped. Notwithstanding the provisions of this condition the Company may at its discretion accept cancellation in the case of an order for non-stock products up to the day before commencement of manufacture.

Price and Payment

13. Prices quoted to the Customer for the goods are based on the list price in force at the date of issue of the confirmation of purchase.
14. Unless otherwise stated all prices quoted shall be exclusive of value added tax which shall, where appropriate, be charged in addition at the appropriate rate. Except where otherwise agreed prices given by the Company are quoted on DAP basis (as that expression is defined in Incoterms 2020) save that the Company reserves the right to charge for carriage or freight in accordance with its Standard Business Procedures.
15. Unless otherwise agreed in accordance with condition 3 above, all invoices are payable within thirty (30) days of the date of the Company’s invoice, and unless otherwise agreed the Customer shall make payment either by electronic transfer or by cheque.
16. The Customer acknowledges that invoices shall not be regarded as having been paid until such time as the full amount of the invoice has been credited to the Company’s bank account, and the Company shall be entitled to appropriate payments received from the Customer first of all against any interest accruing in respect of outstanding invoices, then against any legal or other costs incurred by the Company in connection with any outstanding invoices, then against the amount of outstanding invoices in accordance with date order, oldest first. The Company shall be entitled to appropriate any credit note issued by the Company against sums due to the Company on the same basis as set out in this condition.
17. The Customer acknowledges that the Company shall be entitled to charge a handling fee as set out in the Company’s Standard Business Procedures in respect of any order for goods submitted by the Customer where the value of such order does not equal or exceed the Minimum Order Value as set out in the Company’s Standard Business Procedures.
18. Any sums due under any invoice shall bear interest at the rate of interest prescribed under the European Communities (Late Payment in Commercial Transactions) Regulations 2002 on the value of the invoice (or such part thereof as is unpaid) from the due date for payment until the date of actual payment, such interest to be calculated on a daily basis.
19. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the contract and/or suspend any further deliveries to the Customer.
20. In the event that the Company employs solicitors or other agencies to collect all or any sums due from the Customer to the Company the costs so incurred by the Company shall be payable by the Customer in addition to the amount of the invoice and any interest thereon and such costs shall not be limited to those recoverable under a court action.

Delivery

21. Any dates quoted or agreed for delivery of goods (whether on the Company’s standard or special delivery terms as defined in the Company’s Standard Business Procedures) are approximate only, and although the Company will endeavour to supply goods by the times quoted or agreed, the Company shall not be liable for any delay in delivery of goods howsoever caused. Time for delivery of goods shall not be of the essence unless expressly agreed in writing by the Company in accordance with condition 3 above. The means of delivery shall be selected by the Company at its absolute discretion. Goods may be delivered in advance of quoted delivery dates.
22. Unless otherwise agreed in accordance with condition 3 above the Company is entitled to effect delivery by means of shipment by instalments, and where goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments and/or any claim by the Customer in respect of any one or more instalment shall not entitle the Customer to repudiate the contract as a whole.
23. The Customer shall inspect the goods upon delivery and if any of the goods or any of the packaging is found to be damaged then the Customer shall be entitled to reject delivery of the goods in question provided that the Customer makes a note of the damage on the delivery document and notifies the Company within 24 hours of the rejected delivery either (a) by fax or (b) by telephone which is confirmed in writing within 48 hours of the telephone notification giving any reference number issued by the Company at the time of the telephone call, and in either case sets out in writing the reasons for such rejection. In the event that it is apparent from inspection on delivery (or would have been apparent from such inspection had the Customer made such an inspection) that any of the goods or packaging are damaged but the Customer fails to notify the Company as provided in this condition then the Customer shall be deemed to have accepted such goods, but such acceptance shall not affect the Customer’s rights under condition 25 below.
24. Unless otherwise agreed in writing the Company does not supply goods on a sale or return or sample basis and, except in the case of goods which are accepted by the Company as being damaged or defective in accordance with these conditions no goods once delivered may be returned to the Company without prior written authority from the Company. Notwithstanding the provisions of this condition the Company may at its discretion accept the return of goods in accordance with the Company’s Standard Business Procedures in which case the Customer shall be responsible for all carriage costs, and it is a pre-condition of any return of goods that the returned goods are returned undamaged and unused, and that in the case of any sealed goods the seal must be intact at the point when the goods in question reach the Company’s premises failing which the Company shall not be under any obligation to accept their return. In the event that the Company agrees to accept the return of goods then the Company reserves the right to charge a re-stocking fee in accordance with its Standard Business Procedures.

Title and Risk

25. Property and risk in any goods supplied by the Company to a Customer shall pass to the Customer on delivery.

Liability

26. The Company warrants that any goods delivered by it which fall within the definition of medical devices as that expression is defined in the Medical Device Directive 1993 (93/42EEC) and/or according to the regulation (EU) 2017/845 (EU MDR) have been produced in accordance with that Directive, are free from defects in materials and workmanship and conform to the Company’s then current manufacturing specifications and to their label. In addition the Company warrants that it has good title to the goods and that the goods shall be delivered free of liens and encumbrances. In lieu of any other warranty, condition or liability implied by law, and subject always to the provisions hereinafter following, the Company’s liability in respect of any defect in or failure of any goods, or for any loss, injury or damage attributable thereto, is limited to making good by replacement or repair, defects which, under proper use, and within the period specified in respect of such goods as being the recommended “use by” or expiration date in respect of the goods in question, appear therein and arise solely from faulty materials or workmanship on the part of the Company, provided that the Company shall have no liability in respect of (a) any defect arising from any specification supplied to the Company by the Customer and/or (b) any goods which have been subjected to any repair or attempted repair which has not been expressly authorised by the Company or if the goods have been handled or stored in an inappropriate manner, and/or (c) any goods which have been used after the expiry of their recommended “use by” date, and/ or (d) any defect arising from abnormal use of the goods or from a failure to follow the Company’s instructions relevant to the goods in question.
27. Any advice or guidance given by or on behalf of the Company as to the use of any of the goods is given in good faith on the basis of the Company’s knowledge and experience, but the Customer shall remain responsible for ensuring that the goods are suitable for the use or application for or in connection with which the Customer purchases those goods.
28. In the event that the Customer has any product complaint or other grievance the Customer shall notify the Company in accordance with the product complaints and service complaints procedures set out in the Company’s Standard Business Procedures as soon as practicable.
29. Subject as expressly provided in these conditions, the Customer acknowledges that the Customer has not entered into this contract with the Company as a result of any representation or warranty, whether written or oral, made by or on behalf of the Company, and all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
30. The Company shall not be under any liability for anything arising under condition 25 above unless written notice of the damage or defect or other event giving rise to a claim under condition 25 is received by the Company within the period specified in condition 25 and within fourteen (14) days of the same coming to the knowledge of the Customer, and the Customer has, if so requested by the Company, returned the goods in question to the Company in accordance with the products complaints or service complaints procedures set out in the Company’s Standard Business Procedures.
31. Except in respect of death or personal injury caused by the Company’s negligence, the Company shall have no liability to the Customer, whether by reason of any misrepresentation or any implied warranty or condition, for any loss of profits, loss of contract or other consequential loss or damage arising out of or in connection with the goods or their use.
32. Any claim made by the Customer against the Company in respect of losses arising as a result of any defect in the goods supplied shall be limited to the value of the goods supplied.
33. If any goods are to be manufactured or processed in accordance with a specification provided to the Company by or on behalf of the Customer then the Customer shall indemnify the Company from and against all loss, damages, costs and expenses awarded against or incurred by the Company or paid or agreed to be paid by the Company in connection with the settlement of any claim for infringement of any patent, copyright, trade mark or other intellectual property right of any third party which results from the Company’s use of the Customer’s specification.
34. The Company shall not be liable for any breach of contract for the supply of goods if it is prevented from performing its part of the contract by any matter whatsoever beyond its control. In addition the Company shall not be responsible in any way for the acts or omissions of any third party employed by the Customer directly or for any liability howsoever arising incurred by the Customer by reason of the Customers employment of such third party.
35. The products are being provided on the basis that they are intended for use in the destination country listed on the purchase order; customers are not authorized to distribute products to third parties on Cook Medical’s behalf. In the event that a customer is involved in the onward supply of a product, the customer is responsible for maintaining appropriate traceability of the products and for ensuring compliance with all applicable legal and regulatory requirements.
36. Where multiples of the same device are supplied in a multi-unit box, the Customer agrees that the Company may, at its absolute discretion, provide a single copy of the instructions for use. Additional copies of the instructions for use may be requested by the Customer free of charge.
37. Personal data submitted as part of the Customer’s interactions with the Company, will be collected and processed by the Company in line with applicable data privacy laws and as required to meet the Company’s legal, quality and/or regulatory requirements. The Customer should refrain from submitting unnecessary or sensitive personal data to the Company and where appropriate and possible, anonymise data. Where the Customer determines it necessary to share personal data of the Customer’s patient(s) for the requested services/provision of products, including health information, the Customer, as controller, is responsible for ensuring the appropriate consent(s) and/or notice(s) are in place. Information relating to the Customer’s patient will be used by the Company, in accordance with the Customer’s instructions and as required to comply with Cook’s legal/regulatory obligations. The Company’s template Data Processing Agreement can be obtained from DataProtectionEurope@Cookmedical.com for further information, please refer to Cook’s Customer Data Protection Notice at https://www.cookgroup.com/data-protection-notice/.