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Exhibit 10.43
BIOMET, INC.
PURCHASE ORDER
TERMS AND CONDITIONS
GENERAL. As used herein "Biomet" means Biomet, Inc., and its subsidiaries. All
specifications, drawings and data submitted by/or to Seller relating to this
order are hereby incorporated herein. Any agreement arising from this order and
its acceptance shall be construed under the laws of the State of Indiana.
ACCEPTANCE. Biomet is not bound by this purchase order until Biomet receives a
valid written acceptance hereof from Seller or Biomet receives and accepts all
or a part of the items ordered hereby. Acceptance by Seller in either manner
shall bind Seller to all terms and conditions of this order. Seller may not
assign all or any part of a contract arising from this purchase order. Biomet
reserves the right to rescind this order at any time prior to acceptance by
Xxxxxx. No contract shall exist hereunder except as provided for herein.
MODIFICATION-CANCELLATION. No modification, variation or amendment of a contract
arising from Seller's acceptance of this purchase order shall be valid or
binding on Biomet unless agreed to in writing by Biomet. Biomet reserves the
right to terminate and cancel this purchase order by written notice at any time
as to all or any part of undelivered items hereunder and liability of Biomet
therefor shall be limited to Seller's cost for materials and labor incurred on
the items canceled prior to receipt of the notice of cancellation. Biomet
reserves the right to suspend shipments or delivery of items ordered hereunder
by written notice for causes beyond Biomet's control such as fires, strikes,
floods or act and demands of any government authority.
INSPECTION. Items ordered hereunder are subject to inspection and acceptance at
Biomet's destination. Biomet may reject any item not in complete accordance with
any agreement arising out of Seller's acceptance of this order and/or Seller's
warranties, express or implied. Seller specifically warrants that the items
and/or services furnished Biomet hereunder will be in full conformity with any
agreement arising from this order and Seller's samples, if any. Such warranty is
in addition to any express or implied warranties of the Seller and the same
shall survive acceptance of the items. Items not accepted by Biomet may be
returned to Seller at Seller's expense. Payment by Biomet for any item or items
hereunder shall not constitute acceptance thereof.
PROPERTY AND DESIGNS FURNISHED SELLER. Unless otherwise agreed in writing, all
dies, molds, patterns, gauges and any other property furnished to Seller by
Biomet or specifically paid for by Biomet are and remain the property of Biomet.
Such property shall be used solely for Biomet and shall be subject to removal at
Biomet's instruction. Seller shall maintain and repair such property at Seller's
expense and shall keep the same fully insured in an amount equal to the
replacement cost thereof with loss payable clause in favor of Biomet. Any item
made according to a design furnished by Biomet (not previously a standard
commercial design of Seller) will not be furnished to any other buyer without
the prior written consent of Biomet.
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PATENTS. Seller warrants the items specified herein and their subsequent sale
and/or use by Biomet will not infringe any US or foreign patents, and Xxxxxx
agrees to indemnify Biomet and hold it harmless from all judgements, decrees,
costs and expenses resulting from any alleged or actual infringements and Seller
specifically agrees at its cost and expense to defend any action which may be
brought against Biomet alleging any such infringement.
PRICE. Seller shall not invoice Biomet at prices higher than set out on this
order without written authorization from Biomet. By acceptance of this order,
Seller represents that the price charged for the items is the lowest price
charged by Seller to other purchasers of a class similar to Biomet's under
similar circumstances and that prices comply with applicable government
regulation affecting the same. Seller agrees that any general price reduction in
items covered by this order at any time prior to the shipment of the same will
be applicable to this order.
No payment will be made for boxing, packing, crating, cartage or other added
charges unless provided for in this order or on a written revision thereof.
COMPLIANCE WITH LAW. Seller represents and agrees that Seller has and shall
comply with all state and federal laws, regulations and orders in the
manufacture and sale of the items hereby ordered, specifically including and
certifying compliance with the Fair Labor Standards Act of 1938, as amended.
Items or services ordered herein may be used by Biomet in fulfilling a U.S.
Government prime or subcontract and may be subject to applicable Government
Procurement Regulations, and Seller agrees to be bound thereby and to comply
therewith.
NOTICE TO CONTRACTOR. By accepting this purchase order the contractor hereby
agrees to comply with and require its employees to comply with all plant safety
rules and regulations. Contractor shall also perform all work in a safe manner,
keeping premises fee of safety hazards at all time, and conform to federal and
state safety regulations while on Biomet premises.
A certificate of insurance covering the contractor's employees and property
damage liability is required prior to the start of any work on Biomet premises.
Any material shipped to Biomet facilities under this purchase order should be
addressed to your company, c/o Biomet. All materials being sent in must be on a
prepaid freight basis.
NON-DISCRIMINATION. Seller shall comply with EQUAL OPPORTUNITY and/or
non-discrimination provisions of EXECUTIVE ORDERS numbered 11246 and 11375 and
any rules or regulations issued thereunder and agrees not to discriminate
against any employee or applicant for employment because of race, creed, color,
national origin or sex and shall include in all subcontracts a provision similar
to the foregoing.
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