INTERNATIONAL FLAVORS & FRAGRANCES INC.
NOVAMATRIX SUPPLEMENTAL TERMS AND CONDITIONS
Applicability. All sales of Novamatrix products shall be governed by IFF’s Terms and Conditions of Sale, as amended from time to time, which can be found at: https://www.iff.com/portfolio/commercial-excellence-center/terms-and-conditions-sale (“IFF Standard T&Cs”). These Novamatrix Supplemental Terms and Conditions (“Supplemental T&Cs”) shall serve to supplement IFF’s Terms and Conditions of Sale and govern all supply (sales or any other provision) of Novamatrix products (such goods and any services or information provided by Seller in connection with the provision of such goods, collectively, “Goods”) by International Flavors & Fragrances Inc. and/or any of its affiliates (individually or collectively, as applicable, “Seller”) to a buyer of such Goods (“Buyer”) where such Goods are intended for use in medical devices and/or for use as an excipient or bioprocessing aid.
These Supplemental T&Cs are integral to the subject transaction(s) and all references to IFF Standard T&Cs shall be to the IFF Standard T&Cs with these Supplemental T&Cs incorporated into. Capitalized terms used in the IFF Standard T&Cs shall have the same meaning herein. The IFF Standard T&Cs, together with these Supplemental T&Cs and/or any other written agreement between Seller and Buyer shall govern the sale of Goods between Seller and Buyer. Whenever possible, the terms of these Supplemental T&Cs and the terms of the IFF Standard T&Cs shall be read and construed as being consistent. However, if notwithstanding the foregoing directive, any provision of this Supplemental T&Cs conflicts with a provision or various provisions of the IFF Standard T&Cs, then the provisions of this Supplemental T&Cs shall govern and the conflicting provision or provisions in the IFF Standard T&Cs shall be disregarded.
Buyer’s Sole Responsibility. Buyer acknowledges and agrees that Buyer is solely responsible, and that Seller is in no way responsible, for: (a) the use of the Goods in Buyer’s use of the Goods in any End Product manufactured by Buyer containing Goods (“End Product”)(including whether the specific intended use of the Goods in the End Products is legally permissible in any territory or market), (b) the handling, manufacturing, marketing or sale of any End Products that contain the Goods (including whether any claims made in relation to the Goods or End Product(s) is legally permissible in any territory or market), and (c) compliance with all applicable laws, regulations and industry guidance and standards relating to any of the foregoing, including but not limited to the legality, safety and suitability of the End Products and/or the use of the Goods in the End Products. Buyer hereby releases and forever discharges Seller from any and all liability whatsoever relating to the supply of the Goods for use in Buyer’s End Products.
Buyer’s Representations and Warranties.
Buyer represents and warrants that: (a) all of the Product(s) shall be used by Buyer solely for non-clinical product development and research activities, (b) BUYER WILL NOT ADMINISTER GOODS IN ANY FORM TO HUMANS, (c) the Product(s) will be handled, used and tested hereunder in a safe manner only by technically qualified individuals, utilizing wherever possible good laboratory practices, and (d) Buyer will comply with all applicable laws, rules and regulations and applicable industry standards relating to (i) the use of the Goods in Buyer’s End Product, and (ii) the handling, manufacturing, marketing or sale of any End Products that contain the Goods. Buyer further represents and warrants that it will secure all necessary governmental approvals, as applicable to its End Product and the use thereof. Buyer further represents and warrants that all information, documents, statements, certificates, etc., provided to Seller will be truthful and not misleading and will comply with all applicable laws and regulations.
Seller’s Reliance on Buyer’s Information. Buyer agrees to provide Seller with such information, documents, statements, certificates, etc., as Seller may reasonably request as a condition precedent to Seller supplying the Goods. Buyer acknowledges that Seller will rely upon all such information, documents, statements, certificates, etc. provided to it by Buyer or its representatives, without independent evaluation, investigation or inquiry.
Limited Warranty. Disclaimer of Warranties. Seller only warrants that the Goods conform to Seller’s standard specifications or standard product description for the Goods in effect at the time of delivery, or such other specifications that have been agreed upon by Seller and Buyer in a signed writing in effect at the time of delivery (if any). SELLER HEREBY DISCLAIMS AND REJECTS ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE GOODS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR ANY PURPOSE, OF MERCHANTIBILITY OR OF NON-INFRINGEMENT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE USE OF THE GOODS IN BUYER’S END PRODUCTS. BUYER HEREBY ACCEPTS THE GOODS “AS-IS” AND “WITH ALL FAULTS” WITH RESPECT TO THE USE OF THE GOODS IN BUYER’S END PRODUCTS.
Indemnification. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all losses, costs, expenses, damages and liabilities, including attorneys’ fees and costs, related to or arising out of: (a) the use of the Goods in Buyer’s End Product, (b) the handling, manufacturing, marketing and/or sale of Buyer’s End Product, (c) any failure to comply with any applicable law, regulation and industry guidance or standard relating to any of the foregoing, including but not limited to the legality, safety and suitability of the End Product and/or the use of the Goods in Buyer’s End Product, (d) any breach of a representation or warranty, or any breach or failure to comply with or perform any obligations, set forth in these Supplemental T&Cs, or (e) any false or misleading statement or information, or any omission of a material fact, in any documents, statements, certificates, etc., provided to Seller in connection with the provision or use of Goods.
Suspension or Termination of Supply. Seller shall be entitled to suspend supply of Goods or terminate any order or request for Goods and any associated Order Confirmation for Goods, without prejudice or liability to Buyer, if: (a) Seller reasonably believes Buyer has breached or is reasonably likely to breach any of its representations, warranties, covenants or obligations hereunder, or (b) Seller reasonably believes that Buyer is not in compliance with any applicable law, regulation or industry guidance or standard.
SELLER’S ACCEPTANCE OF AN ORDER OR PROVISION OF GOODS IS NOT A GUARANTEE OF FUTURE ACCEPTANCE OF ANY SUBSEQUENT ORDER OR OF CONTINUITY OF SUPPLY, NOTWITHSTANDING ANY PRIOR ACCEPTANCE OR ANY COURSE OF DEALING, COURSE OF PERFORMANCE, ACTIVITIES OR INFORMATION EXCHANGED BETWEEN THE PARTIES AT ANY TIME. SELLER WILL NOT BE LIABLE FOR ANY TYPE OF DAMAGES, UNDER ANY CIRCUMSTANCES, FOR NOT ACCEPTING FUTURE ORDERS OR FOR NOT SUPPLYING GOODS. BUYER HEREBY EXPRESSLY WAIVES ANY CLAIM OR ENTITLEMENT TO ANY SUCH DAMAGES.