NIPRO Standard Terms and Conditions

1. Applicability 

These terms and conditions apply to the purchase of any product (“Product(s)”) or Services sold by NIPRO Medical Corporation operating in the United States (“NIPRO”), which are accepted by, and shall be deemed binding on the Buyer upon placing an order for Product(s). No changes to, waiver of, or addition to any of these Terms and Conditions shall be effective unless agreed to in writing and signed by both Parties.

Buyer acknowledges and agrees that these Terms and Conditions supersede the terms and conditions of any purchase order or other documentation used by Buyer. Except for delivery and billing addresses, quantities, prices and items ordered, any conflicting or additional terms in documents used by Buyer are void and have no effect on the Terms and Conditions in this Agreement. Buyer may place orders by use of purchase orders and other documentation for its convenience purposes only. 

NIPRO reserves the right at any time to amend these Terms and Conditions by posting such amended Terms and Conditions on NIPRO's website https://www.nipro-group.com/en/nipro-standard-terms-and-conditions, and Buyer shall be deemed to accept such amended Terms and Conditions by ordering NIPRO Products after the date of the posting of such amended Terms and Conditions on NIPRO's website. 

2. Price Increases, Taxes and Other Fees 

NIPRO reserves the right, upon written notice to Buyer, to increase prices at any time during the Term to reflect increases in NIPRO’s costs or other changes in market conditions that are outside of NIPRO’s reasonable control. Such price increases may be implemented in response to, without limitation: (i) increases in the cost of raw materials, components, or energy; (ii) labor cost increases, labor shortages, or changes in wages or benefits; (iii) transportation, logistics, or freight cost increases; (iv) imposition or increase of tariffs, duties, taxes, or other governmental charges; (v) supply chain disruptions; (vi) currency fluctuations; or (vii) any other unanticipated or extraordinary cost increases affecting NIPRO. The foregoing right to adjust prices shall apply notwithstanding any agreed pricing, price lists, or prior quotations, and shall not be subject to any cap or limitation unless expressly agreed in writing. 

Buyer agrees to pay all applicable federal, state, and local taxes; license and registration fees, and all other fees and costs based on Buyer’s purchase, possession or use of Product. A Buyer that is exempt from taxation is required to provide valid certification of its exempt status to NIPRO. 

3. Freight Terms 

Orders shipped to locations within the contiguous United States with a minimum product value of $1,000, shall qualify for free freight, unless alternative terms agreed upon. Such orders will be shipped using a carrier approved by NIPRO on a FOB Destination basis, and the risk of loss shall remain with NIPRO until the Products are delivered.

Unless otherwise agreed in writing, the following shipments will be made FOB Origin, and risk of loss transfers to the Buyer at point of shipment: (a) Orders under $1,000.00, shipped within the contiguous United States, (b) All shipments to Canada, Alaska, Hawaii, Guam, U.S. Territories, or the Virgin Islands, regardless of order value, and (c) Shipments using a carrier requested by the Buyer that is not approved by NIPRO. 
 

For orders that do not qualify for free freight, estimated shipping charges using a carrier selected at NIPRO’s sole discretion will be added to the invoice as a separate line item. However, if the Buyer requests use of a non-approved carrier, the Buyer must provide both the carrier information and a valid account number at the time of order placement. In such cases, the carrier will bill all freight charges directly to the Buyer. 

If the Buyer requests expedited shipping, special handling services, alternative transportation methods, or any shipping arrangement that NIPRO determines to be inconsistent with efficient distribution practices, all transportation costs will be the responsibility of the Buyer, regardless of order size or eligibility for free freight. These shipments will also be made FOB Origin, with risk of loss transferring to the Buyer at the point of shipment. 

NIPRO will attempt to ship all expedited requests, but NIPRO will not be liable for any loss or damage arising out of delay or failure of shipment or delivery. 

4. Billing and Payment 

All orders are subject to credit approval and acceptance by NIPRO. Any disputed prices must be identified to NIPRO in writing within ten (10) business days from the invoice date. Payment may be made by check or wire transfer. A service charge of $50.00 will be assessed for all returned checks. Buyer's obligation to pay outstanding invoices and all other amounts is absolute and unconditional. 

Balances remaining unpaid at Due Date are subject to an interest charge of 1½% per month or the highest rate permitted by law, whichever is lower, until paid. Any discounts, rebates, administrative fees, credits, or other fees due or owed to Buyer will be applied against delinquent balances before payment or reimbursement is made. 

Buyer acknowledges and agrees that any rebates, reimbursement for returned Product, damaged Product, loss and/or other sums due or owed Buyer by NIPRO will not be deducted from any open invoice and that settlement of such sums due or owed Buyer by NIPRO will be handled by a separate process unless an alternate process is mutually agreed upon in writing signed by NIPRO. Credit card payments will not be accepted without prior approval from NIPRO. Credit card payments over $5,000.00 will incur a 3.5% handling charge. 

NIPRO reserves the right in its sole discretion to require prepayment from any Buyer at any time and may refuse to sell and/or withhold further shipment until all overdue balances are made current. Buyer shall be liable for, and shall reimburse NIPRO for all costs and expenses NIPRO may incur in connection with collection of any amounts owed to NIPRO by Buyer or enforcement of NIPRO's rights, including without limitation, reasonable attorneys' fees and expenses, costs, and costs, including the costs of any collection agency engaged by NIPRO. 

5. Returns 

Refer to Schedule B for NIPRO’s return policy 

6. Contingencies and Force Majeure 

NIPRO will use its reasonable efforts to fill orders, but NIPRO shall not be liable for nonperformance or delays caused by a shortage of raw materials, manufacturing problems, delivery or labor problems, priorities, acts of regulatory agencies or judicial bodies, discontinuation of a Product line, natural disasters, pandemic, or other causes beyond its reasonable control. Buyer agrees that in such events NIPRO may allocate Products among all Buyers as it deems reasonable, without liability. NIPRO reserves the right from time to time to substitute a Product with a Product that has the same function as such Product, or to delete a Product. 

7. Warranty 

With respect to Products manufactured by NIPRO, NIPRO warrants to the original Buyer that, at time of delivery, each Product manufactured by NIPRO shall be free of defects in material and workmanship and, when used for the purposes and indications described on the labeling, is fit for the purposes and indications described on the labeling. All warranties for a Product shall expire as of the Product expiration date. 

NIPRO's warranty hereunder shall not apply if: (i) a Product is not used in accordance with its instructions or if it is used for a purpose not indicated on the labeling; (ii) any work including, but not limited to, re-sterilization has been performed by Buyer or others on such item; or (iii) the alleged defect is a result of abuse, misuse, accident or the negligence of any party other than NIPRO. The warranty set forth herein is conditioned upon proper storage and use in accordance with applicable written Instruction for Use of NIPRO. 

NIPRO's sole obligation shall be to replace any defective item and pay transportation expenses for such replacement. Buyer shall bear all risk of loss or damage to returned Product while in transit. In the event no defect or breach of warranty is discovered by NIPRO upon receipt of any returned item, the item will be returned to Buyer at Buyer's expense and Buyer will reimburse NIPRO for the transportation charges, labor and associated charges incurred in testing the allegedly defective item. Except as expressly provided herein, NIPRO makes no representation or warranty of any kind, expressed or implied with respect to any Products, or services provided by NIPRO including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Products distributed, but not manufactured, by NIPRO are not warranted by NIPRO and Buyer must instead rely on the representations and warranties, if any, provided directly to Buyer by the manufacturer of such Product. The sole and exclusive remedy for breach of any warranty is limited to the remedies provided in the paragraph above. 

8. Indemnification 

Buyer agrees to indemnify, defend and hold harmless NIPRO, its affiliates, parent companies, subsidiaries and their respective officers, directors, employees, agents and insurers ("NIPRO Indemnified Parties"), from and against any and all third party claims, demands, actions, damages of any kind, expenses, costs, claims, judgments and liabilities, including but not limited to and without limitation, interest, penalties, reasonable attorney fees, investigative and expert costs, including claims for personal injury, death or property damages, all of the foregoing being considered together as "Claims", incurred by NIPRO, related to, in connection with or as a consequence of 

i. Any negligent or wrongful act or omission by Buyer; 
ii. Buyer’s improper possession, operation, maintenance, delivery, return, handling or storage of Product and/or; 
iii. Buyer’s transfer, use or sale of Product, except to the extent that such suit or demand arises out of the failure of the Product to meet NIPRO’s express warranties. 

9. Limitations of Liability 

NIPRO SHALL NOT IN ANY EVENT BE LIABLE TO BUYER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, PENAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES FOR LOST PROFITS, LOST REVENUE, PROMOTIONAL COSTS, MANUFACTURING COSTS, ASSEMBLY COSTS, RECEIVING COSTS, INSPECTION COSTS, STORAGE, CARE AND CUSTODY COSTS, HANDLING COSTS, TRANSPORTATION COSTS, INJURY TO REPUTATION, LOSS OF GOODWILL, LOSS OF CUSTOMER, LEGAL COSTS, ATTORNEY FEES OR DAMAGES OF ANY OTHER TYPE ARISING OUT OF, RELATED TO OR IN CONNECTION WITH NIPRO'S FURNISHING OF PRODUCTS, PARTS OR SERVICE, OR OTHERWISE, WHETHER BASED IN CONTRACT, STATUTE, TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY. NIPRO'S TOTAL LIABILITY FOR ANY CLAIM OR ACTION BY BUYER SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OUT OF WHICH SUCH CLAIM OR ACTION AROSE, IS RELATED TO OR IS CONNECTED WITH. 

10. Confidentiality 

All non-public, confidential or proprietary information of NIPRO, including but not limited to, Products, specifications, pricing, discounts or rebates, disclosed by NIPRO to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the purpose of performing this Agreement and may not be disclosed or copied unless authorized in advance by NIPRO in writing. NIPRO shall be entitled to injunctive relief for any violation of this section. This section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party. 

11. Publicity; Use of name, marks 

Buyer may not use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of NIPRO or its affiliates without prior written authorization. Buyer will not issue any press release or other publicity that relates to NIPRO or its affiliates or any Purchase Order, or reference NIPRO or its affiliates in any brochures, advertisements, supplier lists or other promotional materials. Upon request, NIPRO may allow usage of create materials only as authorized in writing by NIPRO. 

12. Intellectual Property 

All intellectual property rights in and to, and all technology relating to, Products supplied to Buyer by NIPRO, including, but not limited to, the Product, Product design, all improvements thereto or thereof, whether or not such Product, design or improvement is made pursuant to Buyer's specifications or at Buyer's expense shall be and remain the exclusive property of NIPRO. Any knowledge or information that Buyer may disclose to NIPRO shall not be deemed to be confidential or proprietary information and shall be acquired by NIPRO free from any restriction. 

13. State Licensing Requirements 

Buyer agrees to maintain all federal and state mandated licenses required to purchase and dispense prescription medical devices. Buyer shall provide all applicable licensing information, including license name and type, license number and license expiration date to NIPRO promptly upon request and when licenses are modified and/or renewed. Buyer hereby represents and warrants the validity of all current licenses required to purchase NIPRO's Products. 

14. Product Complaints

A Complaint is defined as any of the following: 

a. Any written or oral expression of dissatisfaction relating to the identity, quality, durability, reliability, safety, effectiveness or performance of a product; 
b. Information received that adversely characterizes the identity, quality, durability, reliability, safety, effectiveness or performance of a product; 
c. Reports that result from the possible or actual failure of a product to perform its intended function because of inadequate design, manufacturing defects, packaging or labeling deficiencies, or unanticipated failure; or 
d. Reports on a product involving a death, injury or a safety hazard. 

When in receipt of a complaint for a NIPRO Product, Buyer shall contact Buyer’s NIPRO representative with complaint details including name of device, lot number, description of incident and any adverse effect on the patient. Samples may be requested to support the complaint. Actual sample or samples from the same lot should be retained for return to NIPRO Quality Assurance / Regulatory Assurance ("QA/RA") for investigation. If no Product is returned, only a paper-investigation can take place. NIPRO will make a good faith effort to obtain necessary information for a full investigation of the complaint, however if the Buyer does not respond to these attempts the complaint may be closed due to lack of information. 

Buyer agrees to notify NIPRO within five (5) days of the complaint occurrence, unless the complaint qualifies for Reportability under the MDR Regulation (21 CFR Part 803) and must be reported within three (3) days. All product complaints should be emailed to: [email protected]. 

15. Medical Device Reporting Responsibilities 

Buyer certifies understanding of the Medical Device Reporting (MDR) Regulations (21 CFR Part 803) and reporting responsibilities relating to manufacturers and importers. If Buyer is the importer of record, they have the responsibility to report MDR’s to the United States Food and Drug Administration (US FDA) within the 30-day reporting timeframe. Buyer agrees to notify NIPRO of any incident that constitutes an MDR reportable event within three (3) days and forward a copy of the MDR Form 3500A to NIPRO upon completion and submission to the FDA. All MDR events should be emailed to: [email protected]. 

16. Product Recalls 

In the event of a recall, NIPRO will notify the Buyer of Product codes, descriptions, lots and quantities that are affected and provide instructions on disposition of recalled Product. Buyer agrees to respond to a recall notification within five (5) days of receipt. It is the responsibility of the Buyer to notify their customers of Product recalls and coordinate return of recalled Product to NIPRO. NIPRO shall reimburse the Buyer of reasonable expenses incurred by the recall, including, costs of notifying Buyer’s customers and costs of returning goods. Buyer will maintain adequate procedures for traceability of Product in order to notify the affected customers that received recalled lots in a timely manner. 

17. Post Market Surveillance; Data Access 

NIPRO may collect, access, process, and use data relating to the Products following delivery, including without limitation performance data, usage data, service and maintenance records, complaint information, adverse event reports, and other product-related information (collectively, “Post Market Data”), for purposes including: monitoring safety and performance; investigating complaints and adverse events; complying with Regulatory Requirements; conducting recalls, field safety corrective actions, or similar measures; and improving product design, quality, and functionality. Buyer shall provide NIPRO (and its regulatory representatives) reasonable access to relevant facilities, personnel, and records to obtain Post Market Data, upon reasonable notice and during normal business hours, except in urgent safety situations where immediate access may be required. 

18. Price Reductions 

If the pricing offered by NIPRO to a Buyer constitutes a discount or other reduction in price under Section 1128(b)(3)(a) of the Social Security Act 42 U.S.C. 1320a-7b(b)(3)(a), and C.F.R. § 1001.952(h), Buyer shall disclose the discount or reduction in price to the full extent required under any state or federal program that provides cost or charge-based reimbursement to Buyer for Products. This act requires, among other things, that Buyer fully and accurately report on any claim or request for payment it submits to Medicare and Medicaid the actual purchase price paid by Buyer for Products, net of any discounts, rebates or allowances. Buyer may also be required, upon request, to provide documentation of the discount or other reduction in price to the Secretary of Health and Human Services. 

19. Successors and Assigns 

These Terms and Conditions bind the Buyer and all of Buyer's successors and permitted assigns. 

20. Savings Clause 

If any provision in these Terms and Conditions shall be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision in these Terms and Conditions which shall remain in full force and effect. 

21. Captions 

The captions in these Terms and Conditions are for convenience only and are not to be considered in their construction. 

22. Notices 

All notices must be in writing. Notices to Buyer will be sent to the address set forth on the Buyer’s purchase order or to such other address as Buyer specifies in writing and communicates to NIPRO. Notices to NIPRO should be sent to NIPRO Business Operations, 200 Crossing Blvd., Bridgewater, NJ 08807. All notices must be personally delivered or sent prepaid by nationally recognized overnight courier, email, or facsimile (with confirmation of transmission), or certified or registered mail, (in each case, return receipt requested, postage prepaid) and are effective upon actual receipt.

23. No Waivers 

Except as expressly provided herein, no changes or modifications to, or waiver of, any of these Terms and Conditions shall be valid or binding on either party unless in writing and signed by an authorized representative of each party. NIPRO's failure or delay to exercise or enforce any of its rights hereunder shall not constitute or be deemed to be a waiver of such rights or forfeiture of such rights, and NIPRO may, at its option, from time to time, exercise any of its rights or remedies. 

24. Governing Law 

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to its conflicts of laws principles.

25. Dispute Resolution and Jury Trial Waiver 

All disputes, controversies or differences which may arise between the Parties hereto, out of or in connection with this Agreement shall be finally settled by arbitration in Miami, Florida in accordance with the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (AAA) by one or more arbitrators appointed in accordance with the said rules. The arbitrator's award shall be final and binding upon the Parties and shall be enforceable in any court with competent jurisdiction. 

THE PARTIES EXPRESSLY AND UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL WITH RESPECT TO DISPUTE(S) BETWEEN BUYER AND NIPRO

1. Customer Service Contact Information

         Email: [email protected]   
         Phone: (908) 393-7030, option #1 

Please contact Customer Service for assistance with the following: 

• Purchase order placement
• Order status/tracking 
• Inventory availability 
• New account creation 
• Account information updates 

2. Orders   

Orders may be placed by one of the following methods: 
  
        Email: [email protected]   
        Electronic Data Interface (“EDI”)   

EDI requires system set-up prior to ordering. Please contact NIPRO Customer Service for more information. 

3. Special Service Fees   

Special service fees related to shipping, deliveries, or administrative requests are subject to commensurate service fees per occurrence as listed below and will be added to the invoice as separate line-item charges.

4. Rush Order Terms: 

• Approval Required: All rush order requests are subject to NIPRO review and approval based on operational capacity and customer credit status. Orders on credit hold or with account restrictions may not qualify for expedited processing. 
• Reprioritization Surcharge: Orders requiring NIPRO to interrupt or reprioritize existing operations may be assessed a surcharge of $200 per order to offset administrative and operational costs. Payment of the surcharge does not guarantee same-day shipment. 
• Cut-Off Time: Requests for same-day processing must be received by 2:00pm EST. Requests received after this time may be processed the following business day. 
• No Guarantee: Expedited requests remain subject to inventory availability, operational constraints, and other factors beyond NIPRO’s control. 
• Limitation of Responsibility: NIPRO is not responsible for delays resulting from credit issues, late submissions, inventory availability, carrier limitations, or operational constraints. All delivery and shipment timelines are estimates only.

No Product returns will be accepted without prior authorization from NIPRO and issuance of a Return Material Authorization (“RMA”). Buyers requesting a return must contact NIPRO at [email protected] and provide the original purchase order number, product and lot number, quantities and reason for return. 

Shipping discrepancies, damages, shortages and incorrect shipments must be reported within three (3) days of delivery, including all relevant order and Product information and photos of any damage. Buyers must inspect all shipments upon delivery and note any exceptions on both the packing list and carrier Bill of Lading. 

The three (3)-day reporting period applies to visible shipping discrepancies and does not apply to latent defects, concealed damage, temperature excursions, Product complaints, recalls, suspect or illegitimate Product, or other conditions not reasonably discoverable during initial inspection.

Only Products, lot numbers and quantities listed on an approved RMA may be returned. Unauthorized returns or returns sent to an incorrect location will be destroyed without credit. Returned Product must be shipped within thirty (30) days of RMA issuance, in original, unopened, undamaged, unmarked packaging with all contents intact. Except for damaged or incorrectly shipped Product, all returns must be received in resalable condition before credit is issued. 

Freight should not be refused unless the shipment is clearly not intended for the Buyer. Damaged or incorrect shipments accepted under an approved RMA may be returned using a prepaid carrier call tag issued by NIPRO. Returned Products must: 

• Match the Product numbers, lot numbers, and quantities listed on the RMA; 
• Be returned within thirty (30) days of RMA issuance; 
• Be in original, unopened, undamaged packaging without external markings; and 
• Be received by NIPRO in acceptable condition to qualify for credit. 

The following Products are not eligible for return: 

• Opened, damaged, resealed, altered, or improperly stored Product; 
• Special order, non-stock, promotional, or custom Products; and 
• Products with less than twelve (12) months remaining shelf life. 

The foregoing commercial return restrictions do not apply to Products returned in connection with a complaint investigation, recall, correction, removal, withdrawal, shipping error attributable to NIPRO, or other return directed by NIPRO.

Credits are subject to NIPRO inspection and approval upon receipt. NIPRO reserves the right to deny credit if returned Product does not meet requirements, even if an RMA was issued. In the case of an RMA issued for returns allowed due to Buyer error or excess stock NIPRO will issue a credit at the net purchase price less a 25% restocking charge.