Novanta Sales Terms and Conditions

DEFINITIONS:

“Novanta” means any affiliate, subsidiary or business unit of Novanta, Inc. selling the Products (as defined below) covered by these Novanta Sales Terms and Conditions (the “Terms”), as evidenced by the entity shown on the quote, invoice or sales acknowledgement.

The term “Buyer” means a person, company or other legal entity that submits a written order (a “Purchase Order,” or “PO”) or who receives and accepts a Novanta quotation. Novanta and the Buyer are sometimes referred to in these Terms jointly as the “Parties” and severally as a “Party.”

The terms “Product” and “Products” mean the Product or Products proposed for sale by Novanta. Novanta’s acceptance of a PO from the Buyer and/or the Buyer’s written acceptance of a price quotation are both referred to as an “Acceptance”, subject to these Terms only, as stated in Section 1(3) below.

“Incoterms® 2020” means the 2020 edition of the International Commercial Terms published by the International Chamber of Commerce.

If the Buyer and Novanta have fully executed a Master Sales Agreement, Master Supply Agreement, Long-term Agreement or other similar agreement, the terms of that agreement will control over any different or conflicting term stated herein.

1. Formation of Contract, Purchase Order, and Acceptance. A binding, non-cancellable contract for the sale of Products (an “Accepted Order”) is formed when the following three (3) events occur: 1) Novanta issues a quotation in response to an inquiry from a Buyer or a Buyer submits a PO (or a Release under an existing Blanket Order) to Novanta; 2) the Buyer accepts Novanta’s quotation or Novanta accepts the Buyer’s PO in writing or ships a Product in response to the Release; and 3) these Terms are included as part of the Accepted Order. Novanta’s agreement to sell the Products specified in the Accepted Order is expressly conditioned upon acceptance of these Terms. Novanta hereby objects to any additional or different terms and conditions contained in the Buyer’s PO, none of which shall be binding upon Novanta unless specifically agreed to in writing by an authorized representative of Novanta. Failure by Novanta to object to a specific provision contained in the Buyer’s PO shall not in any way be deemed an alteration to or waiver of any one of these Terms. Novanta’s acceptance of the Buyer’s PO can be made only by written Acceptance. In the event of a conflict between a provision of these Terms and the Accepted Order, the provision in these Terms shall take precedence unless explicitly authorized in writing by a Novanta officer.
2. Prices & Shipments. Unless otherwise stated in the order acknowledgement from Novanta, all shipments are Ex-Works or FCA (Incoterms® 2020) Novanta’s shipping point, which may include Novanta’s subcontractor facility, for non-export and export deliveries respectively, where title and risk of loss will pass from Novanta to the Buyer. The Buyer is responsible for all costs of transport and insurance unless the Buyer requests that such items be included as part of the Purchase Order and Novanta accepts. Prices do not include any goods, services, technical data, documentation, proprietary rights, installation assistance, training or testing that are not specifically stated in the Accepted Order. Prices are valid for 60 days from the date on a quotation unless otherwise stated on the face of the quotation.
3. LIMITED LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR OTHERWISE, SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COST OF REPLACEMENT GOODS OR COST OF RECALLS), REGARDLESS OF WHETHER SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NOVANTA’S TOTAL LIABILTY ARISING HEREUNDER, ON ALL CLAIMS OF ANY KIND, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR OTHERWISE, EXCEED THE AMOUNT PAID BY BUYER TO NOVANTA UNDER THE PURCHASE ORDER IN QUESTION. NOVANTA NEITHER ASSUMES NOR AUTHORIZES ANY AGENT, EMPLOYEE, REPRESENTATIVE, OR ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, SERVICE OR USE OF ITS PRODUCTS.
4. Legal Compliance, Taxes & Other Charges. The Parties agree to comply with all applicable laws, rules, and regulations (including but without limitation International Traffic in Arms Regulations (“ITAR”), European Union and German export control law and customs regulations, European Union and German Anti-Corruption Laws, the United States Export Administration Regulations (“EAR”), and Foreign Corrupt Practices Act (“FCPA”). Unless otherwise stated in the Accepted Order, the Buyer is responsible for the ultimate payment of all federal, state, local, foreign or provincial, present or future, sales, revenue, or excise tax, value added tax (VAT), turnover tax, import duty (including brokerage fees) or other tax, however characterized, applicable to the manufacture or sale of any Product (“Sales Taxes”). The prices for Products do not include Sales Taxes, which will be added to the sales price where Novanta has a legal obligation to collect them. If the Buyer is exempt from Sales Taxes, the Buyer shall provide Novanta with the documentation necessary to support such a claim and to allow Novanta to document its decision not to collect such Tax. Novanta shall be responsible for taxes on income earned by Novanta.
5. Changes. Sixty (60) days or more prior to the scheduled initial shipment date, the Buyer may request changes to an Accepted Order and Novanta will quote the changes in price, time of Delivery, or other terms that may result from the requested change. The proposed change shall not become effective unless and until the Buyer issues a PO recording the change and Novanta has confirmed its acceptance in writing. No change will be accepted if it would result in (i) a delay of the Accepted Order’s initial shipment by more than six (6) months of the date of the PO, or (ii) the Accepted Order not being completed, with all shipments made, within one (1) year from the date of the Accepted Order.
6. Delivery Dates. Novanta will make reasonable commercial efforts to meet the delivery date(s) quoted, however, Novanta shall have no liability, consequential or otherwise, because of any delay or failure to deliver all or part of an order for any reason. If Novanta needs information, sample material, or documentation from the Buyer in order to manufacture the Products, then all delivery dates are predicated upon prompt and timely receipt from the Buyer of the necessary information, sample material, documentation etc.
7. Credit & Payment Terms. Payment terms are net thirty (30) days from date of shipment, when full payment for the entire shipment will be due, unless other arrangements are specifically stated in the Accepted Order. All payment terms are conditioned upon approval of the Buyer’s credit and may be withdrawn or amended at any time by Novanta at its discretion. Novanta reserves the right to change the credit terms provided herein, refuse shipment or cancel unfilled orders at any time when, in its opinion, the financial condition or previous payment record of the Buyer so warrants. The Buyer will pay Novanta a $100 administrative fee in each case when the Buyer’s payment is rejected by the bank or other entity processing payment. No cash discounts for early payment will be granted unless specifically stated in the Accepted Order. The Buyer will be delinquent if payment is not remitted according to the applicable terms. Interest will be added to delinquent invoices at the rate of 1.5 percent of the outstanding amount per month, subject to applicable laws, on the amount of the unpaid balance from the original due date of the invoice. In addition, an administrative fee of $75 USD may be added to the outstanding balance for each collection notice sent in an attempt to recover the overdue balance. In the event Novanta refers delinquencies to an attorney or an agent for collection, the Buyer shall pay all costs of collection, including reasonable attorney’s fees. Should the Buyer become delinquent in the payment of any sum due hereunder, Novanta reserves the right to terminate or suspend performance of any Accepted Order involving Buyer or a Buyer affiliate.
8. Packaging and Shipping. Novanta shall (i) ship all of the Products covered by the applicable PO within one year from the date of the PO; (ii) deliver in accordance with the instructions appearing on the Accepted Order, using its best commercial efforts to ship no more than seven (7) days prior to or three (3) days later than the dates requested but all such dates are estimates only; and (iii) place the applicable PO number on all packaging and shipping documents. Each delivered container must be labeled to identify the contents without opening it, and packages must contain packing sheets listing contents. Novanta shall provide suitable protective packing at no additional charge and shall bear full responsibility for damage due to improper packing of the Products for Delivery. Shipping insurance is the responsibility of the Buyer.
9. Security Interest (Equitable Charge). The Buyer agrees that Novanta will retain a security interest (or “equitable charge”) in the Products and any proceeds thereof to secure any portion of the purchase price not paid, and the Buyer will, on request, execute a security agreement in such form as is required by Novanta. Novanta shall have all rights and remedies accorded by law or equity to a secured creditor, including the right to enter upon the premises where the Products are located for purposes of removing or rendering them inoperative, and all such rights and remedies shall be cumulative. The Buyer shall maintain insurance against all risks to cover full replacement value of the Products until Novanta has been paid in full.
10. Ethics. Novanta is committed to uncompromising ethical standards, strict adherence to laws and regulations, and customer satisfaction. Both Parties will comply with all applicable national, state, provincial, and local laws, ordinances, rules and regulations including but not limited to those relating to providing, attempting to provide, or offering to provide any kickback (as defined in the Anti-Kickback Act of 1986, the Foreign Corrupt Practices Act or any other applicable national, state or local laws regarding kickbacks or commercial bribery. Buyer is encouraged to communicate any concerns or questions regarding the ethics and values of Novanta via Novanta’s Ethics Hotline, at 1-800-398-1496. (for USA; for outside USA (800) 603-2869, dialing access code first for U.S.)
11. Acceptance Criteria & Documentation. Unless the Parties agree in advance on a written acceptance test, the Buyer agrees to accept the Products upon delivery to the location stated in the Accepted Order. Within seven (7) business days of such delivery, the Buyer must inspect the Products and notify Novanta by e-mail of any obvious physical defects, or quantity shortages or overages. Novanta has the right to demand the reimbursement of the shipping and inspection costs that Novanta incurred if no defects are found in the returned products or Buyer gave Novanta notice of defects after the deadline for rejection. If Novanta is not informed of complaints or deficiencies within seven (7) business days of Delivery, the Buyer will be deemed to have waived its right to reject. Acceptance, however, does not affect the Buyer’s warranty rights under Section 12 as set forth below.
12. Specifications. Novanta will provide a copy of the available specifications for the Products with its quotation or Acceptance (the “Specifications”) and those Specifications will be the only specifications applicable to the Accepted Order. If the Parties have agreed in the Accepted Order to modify the Specifications to meet the Buyer’s particular application, then the Specifications will be deemed to be the Specifications as so modified. The Buyer agrees that it has had the opportunity to examine any specifications, blueprints, drawings, data or samples that it has requested from Novanta. The Buyer agrees that based on this evaluation it has decided that the Products will be merchantable and adequate for the purpose intended by the Buyer, and the Buyer is not relying on any superior knowledge of Novanta.
13. Limited Warranty: Except if specifically otherwise set forth in these Terms, Novanta warrants that its Products will be free from defects in materials and workmanship and will conform to the Specifications at the time of delivery to the location stated in the Accepted Order (“Delivery”). Warranty claims due to defects expire upon conclusion of the twelve (12) month period following the time of Delivery (Warranty Period). A limited number of Products have longer or shorter Warranty Periods. Product specific warranty schedules are available in “Additional Warranty Terms” or upon request. Novanta will repair or replace, at its option and at its expense, a Product returned by the Buyer under a valid Return Material Authorization (“RMA”) issued by Novanta that is determined by Novanta to have a defect in materials and/or workmanship that makes it not in compliance with the Specifications. This warranty is void if the Product is damaged by misuse, mishandling, disassembly, improper installation, installation in a system with which it is not compatible, neglect, accident, modification, contamination, or testing or handling by any party not under the direct control of Novanta. “Misuse” includes both the use of Novanta Products with incompatible third party products resulting in damage to the Novanta Product, and also exposure to temperatures, pressures, humidity or other conditions for which it was not designed, as set forth in the Specifications. The Buyer is responsible for any shipping and handling charges for returning Products for repairs. Novanta is responsible for charges for shipping Products repaired under warranty back to the Buyer. Novanta will choose the carrier and level of service. The Buyer is responsible for repair charges and all shipping charges for repairs determined by Novanta to be non-warranty repairs. All repairs are warranted for a period of 90 days or the remainder of the original warranty period, whichever is longer, for the repaired portion of the Product. Novanta’s sole liability for its Products, including any use of Products, regardless of the operating condition of such Products, is limited to repair or replacement of the Product, in Novanta’s sole discretion. The Buyer holds harmless and indemnifies Novanta from any and all other claims resulting from the use of Novanta Products. The benefit of this Warranty shall apply only to the Buyer. THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOVANTA DOES NOT ASSUME OR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS PRODUCTS. THE PARTIES EXPRESSLY AGREE THAT THE PRODUCTS ARE NOT CONSIDERED TO BE GOODS FOR USE PRIMARILY FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR CONSUMER GOODS, FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE OR OTHERWISE. For all Orders filled by Novanta in Germany: The Warranty Period is governed by the applicable German statutory limitation periods in the event of intentional breaches of duty, breaches resulting from gross negligence, lack of guaranteed characteristics and personal injury.
14. Exclusive Remedies. THE REMEDIES PROVIDED HEREIN ARE THE BUYER’S SOLE AND EXCLUSIVE REMEDIES. For all Accepted Orders filled by Novanta in Germany: Nothing in these terms and conditions shall limit or exclude Novanta’ s liability for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), (ii) fraud or fraudulent misrepresentation, (iii) intentional breaches of duty, (iv) breaches resulting from gross negligence, (v) lack of guaranteed characteristics (vi) breach of essential contractual obligation or (vi) any other matter in respect of which it would be unlawful for Novanta to exclude or restrict liability. Any claim for breach of essential contractual obligation is limited to typical and foreseeable damages, as long as there is no intent, gross negligence, or damage to life, body or health. For all Accepted Orders filled by Novanta in United Kingdom: Nothing in these terms and conditions shall limit or exclude Novanta’s liability for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), (ii) fraud or fraudulent misrepresentation (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979, or (iv) any other matter in respect of which it would be unlawful for Novanta to exclude or restrict liability. For all Accepted Orders filled by Novanta in Spain: Nothing in these terms and conditions shall limit or exclude Novanta’s liability for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), (ii) fraud or fraudulent misrepresentation (iii) intentional breaches of duty, (iv) breaches resulting from gross negligence or (v) any other matter in respect of which it would be unlawful for Novanta to exclude or restrict liability
15. Patents, Indemnification. (a) Indemnification: Subject to the limitations set forth in the Accepted Order, Novanta will defend any suit or proceeding brought against the Buyer if it is based on a claim that any Product furnished hereunder constitutes an infringement of any U.S., Canadian, Japanese, European Union (“EU”) or EFTA member country intellectual property rights. Novanta must be notified promptly in writing and given full authority, information, and assistance (at Novanta’s expense) for defense of the suit. Novanta will pay damages and costs therein awarded against the Buyer but shall not be responsible for any settlement made without its written consent. In no event shall Novanta’s liability for all damages and costs (including the costs of the defense by Novanta) exceed the contractual value of the Products or services that are the subject of the lawsuit. In providing such defense, or in the event that such Product is held to constitute infringement and the use of the Product is enjoined, Novanta, in its discretion, shall procure the right to continue using such Product, or modify it so that it becomes non-infringing, provided that any such replacement or modified Product comply with the applicable Specifications as to form, fit and function, or remove it and grant the Buyer a credit for the depreciated value thereof. The foregoing remedy is exclusive and constitutes Novanta’s sole obligation for any claim of intellectual property infringement and Novanta makes no warranty that Products sold hereunder will not infringe any intellectual property rights. (b) Novanta Retains its Intellectual Property: The sale of any Products hereunder does not convey any license by implication, estoppel, or otherwise covering any Novanta patent, copyright, trade secret, Specification, design, know how, or other intellectual property. (c) Modifications and Combinations: Notwithstanding the foregoing, Novanta has no liability for any claim based upon the (i) combination, operation or use of any Product supplied hereunder with equipment, devices, or software not supplied by Novanta; or (ii) modification or alteration of any Product supplied hereunder; or (iii) Novanta’s compliance with the Buyer’s designs, specifications, or instructions. The foregoing states the entire obligation of Novanta with respect to infringement or the like. (d) Buyer’s Infringement. The Buyer shall at its own cost and expense defend and hold Novanta harmless against any expense, judgment or loss for alleged infringement of any claim of a patent which results from Novanta’s compliance with the Buyer’s designs, specifications, or instructions.
16. Confidentiality. Both Novanta and the Buyer agree not to disclose to any party not having a legitimate need to know in connection with the implementation of the Accepted Order any drawing, design, wiring diagram, trade secret, source code, object code, business plan, or personal information, or any other information of the other party, respectively, that is identified in writing as “confidential,” “proprietary,” “company private,” or other word of similar meaning at the time of disclosure or within fifteen days thereafter, or which a reasonable person in the industry would understand to be confidential (“Confidential Information). Both Novanta and the Buyer further agree to use Confidential Information solely for purposes in connection with the implementation of the Accepted Order and for no other purpose.
17. Authority to Export. In the performance of an Accepted Order, the Buyer shall comply with all applicable local and national laws and regulations including any import or export regulations. The Buyer shall not transmit, export or re-export, directly or indirectly, any Product or Technical Data (including processes and services) received from Novanta: 1) without first obtaining any applicable license and/or authorization required any and all governments having jurisdiction, 2) contrary to any applicable embargo or sanction, 3) to any person or entity where such export, re-export, or provision violates any Prohibited Parties List, 4) if it is known they will be used in the design, development, production or use of nuclear, chemical or biological weapons or missiles, or the systems capable of delivering them, 5) if it is known they will be used in their entirety or in part, in connection with Weapons of Mass Destruction (WMD) or missiles carrying such weapons; or, 6) for military purposes in a country subject to a military embargo. The Buyer will be required to provide Novanta any and all documentation (i.e. End Use Certificate, etc.), required to support any Accepted Order subject to issuance of an export license or any documentation to secure the export and/or import of the Product(s), Software and/or Technical Data subject to the Accepted Order. The quoted lead time is subject to timely receipt of the applicable documentation, as well as approval of an export license. Novanta reserves the right not to commence manufacture of a Product until the authority to export that Product has been determined.
18. For all Orders filled by Novanta in Germany: Retention of Title. All Novanta deliveries for orders fulfilled by Novanta in Germany shall take place with a reservation of ownership. The ownership only passes on to the Buyer when the Buyer has paid any and all obligations related to or arising from the Accepted Order. In the event that payment has been made with a bill of exchange or a check, the corresponding cashing shall be considered as payment. The processing or transformation of the goods by the Buyer is carried out for the benefit of Novanta while Novanta retains title. The Buyer’s expectant right in the object shall continue in the transformation of the object. In the event that goods are processed together with other objects, which do not belong to Novanta, Novanta shall acquire the co-ownership in the new product or good in proportion to the objective value of the sold good under the agreement to the other processed objects at the time of the processing. The regulations of these Terms shall apply to the newly created goods. The costs for the processing of the goods, which are under reservation of ownership, shall be borne solely by the Buyer. During the reservation of ownership by Novanta, the Buyer as reseller may only resell the goods delivered and the objects created through the processing within the Buyer’s ordinary business activities and only under the condition that the Buyer receives the payment from the customer or under the condition that Buyer reserves ownership until Buyer receives payment in full. During the reservation of ownership by Novanta, the Buyer assigns any and all claims arising from the resale or from transfer of the goods for any other reason to Novanta. The Buyer must forward the collected amounts immediately to Novanta, as long as there are any due claims of Novanta against Buyer. The Buyer must inform Novanta immediately in writing about any third parties’ access to the goods under reservation of ownership or to the claims assigned to Novanta. As far as and as long as Novanta is still the owner of the goods, the Buyer may neither pledge nor assign a security interest in the delivered goods without Novanta ́s prior written consent. The Buyer shall be obliged handle and store all goods properly and to insure it against fire, water and theft damages at the replacement value. Insofar as maintenance and inspection works are necessary, the Buyer must carry them out in due time and at its own cost.
19. MISCELLANEOUS.
    1. Applicable law, Jurisdiction and Venue. The Accepted Order shall be deemed to be made and entered into in the locality (state, region or province as well as country) shown by the address of the Novanta entity shown on the Accepted Order and shall be governed by and interpreted in accordance with its laws, rules and regulations. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are specifically excluded. The courts of such locality will have sole jurisdiction and will be the sole venue over any dispute which may be brought in connection with the breach or interpretation of these Terms or the Accepted Order.
    2. Computer Software License. (i) Computer software provided with Products, including any subsequent improvements or updates, is furnished to the Buyer in object code only under a nonexclusive, nontransferable license solely for the Buyer’s own use with a single system on which the software was first installed. The software may be copied only as may be necessary and incidental for use on such systems, for archival and backup purposes, or to replace a worn or defective copy; provided that all such copies always include Novanta’s copyright and other proprietary notices on the software. The Buyer shall not (a) market, commercialize, sublicense, or otherwise provide or make available the software or any part thereof in any form to any third party; or (b) reverse engineer, reverse compile, or reverse assemble the software in whole or in part or do anything to produce source code. Novanta has the right to terminate the software license if the Buyer fails to cure any breach of these license terms within thirty (30) days after written notice from Novanta. The Buyer agrees, upon termination of the license, to immediately destroy the software and all portions and copies thereof, or return such to Novanta if requested by Novanta. (ii) Where a Product is incorporated in a system that includes a computer and operating system software, Novanta will provide the computer with the manufacturer’s license agreement and the Buyer will be required to honor the terms of that license agreement.
    3. Proprietary Rights. Novanta retains for itself all proprietary rights in and to all designs, engineering details, and other data and materials pertaining to all goods supplied by Novanta and to all discoveries, inventions, patents and other proprietary rights arising out of the work done in connection with the Products or with any and all Products developed as a result thereof, including the sole right to manufacture, market, sell and distribute any such Products. The Buyer warrants that it will not divulge, disclose or in any way distribute or make use of such information, and that it will not manufacture or engage to have manufactured such Products. The Buyer warrants that it has all right, title and interest in all products, drawings, designs, documents and specifications that it provides to Novanta and its parent, subsidiaries and affiliates for Novanta’s use in providing Products for the Buyer. The Buyer shall at its own cost and expense, indemnify, defend and hold Novanta harmless from and against any breach of the foregoing warranty.
    4. Force Majeure. Novanta shall not be responsible for any failure to perform the Accepted Order due to causes beyond its reasonable control, including, but not limited to, acts of God, labor disputes or shortages, acts of government or judicial action, a pandemic or other public health crisis, or inability or delay in securing parts or components, all whether foreseen or unforeseen.
    5. Assignment. None of the rights, duties or obligations set forth in the Accepted Order may be assigned, transferred or delegated by one Party without the prior written consent of the other Party. It will not be deemed an assignment, however, if an Accepted Order is performed by Novanta or any affiliate or subsidiary of Novanta, so long as the equipment, assets and staff used to manufacture the Products remain substantially the same.
    6. Non-waiver. A Party’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege that such Party has under these Terms shall not thereafter be considered a waiver of that or any other terms, conditions or privileges, whether of the same or similar type.
    7. Entire Agreement. An Accepted Order, including these Terms, supersedes any and all prior agreements, offers, quotations, written or verbal messages, and any other communications and sets forth the entire agreement and understanding of the Parties with respect to the purchase and sale of the Products covered by that Accepted Order. No modification, amendments, or supplements to an Accepted Order shall be effective for any purpose unless in writing and signed by each Party. Whenever the permission or consent of either Novanta or the Buyer is required or permitted under an Accepted Order, such permission or consent will be in writing and will not unreasonably be withheld, delayed, or made subject to any condition not specifically provided for in the Accepted Order.
    8. Severability. Every provision of these Terms is intended to be severable. If any provision is determined by a court or agency of competent jurisdiction to be invalid or unenforceable, the Parties agree that such illegality or invalidity shall not affect the validity or legality of the remainder of these Terms. The Parties shall meet to discuss the issue and shall agree to revise this Agreement by deleting the invalid or unenforceable provision and substituting in its place another provision of similar economic effect which would be valid and enforceable. The Terms, as amended by such deletion and revision, shall continue in full force and effect.
    9. FAR. Novanta does not agree to any government flow-down requirements (including, without limitation, any Federal Acquisition Regulations, Defense Federal Acquisition Regulation Supplement, NASA Far Supplement or equivalents in other jurisdictions) unless specifically stated in a signed writing by Novanta.
    10. Conduct on the Buyer’s Premises. In connection with the installation, repair or replacement of a Product, it may become necessary for an employee or agent of Novanta (a “Novanta representative”) to be present on the Buyer’s premises. Should that occur, the Parties will in advance negotiate and enter into a Premises Agreement, a draft of which Novanta will provide. In the Premises Agreement the Parties will include conditions appropriate to the particular situation, including payment for non-warranty repairs, and the workplace safety, security, and confidentiality rules applicable to Novanta’s personnel. The Premises Agreement will also cover the fact that the Novanta representative will not be required to work significantly longer hours than their regular work day, or under hazardous or unusual conditions.

Additional Terms for Purchase of Medical Devices

1. IN ADDITION TO applicable terms stated above, the following terms will apply to all purchases and other deliveries of Medical Devices from Novanta. These terms shall prevail over terms stated elsewhere where there is a conflict.
2. Medical Device means any Product for which the applicable local government authority, such as U.S. Food and Drug Administration, requires medical device registration, and the accessories and consumables marketed and sold for use with those products. Buyer shall only sell and distribute devices that have received the appropriate marketing authorization.
3. Training. Training does not guarantee that: (i) Buyer trainees are fully trained on Medical Device use, maintenance or operation or (ii) training will satisfy any licensure or accreditation. Buyer must ensure its trainees are fully qualified in the use and operation of the Medical Device. Buyer shall ensure that is employees who work with the Products are properly trained in the procedures for reporting incidents.
4. Medical Diagnosis and Treatment. All clinical and medical treatment, diagnostic and/or billing decisions are Buyer’s sole responsibility.
5. Cost Reporting. Buyer is aware of its legal obligations for cost and other government reporting, including 42 C.F.R. § 1001.952(g) and (h), and will request from Novanta the information beyond the invoice necessary to fulfill Buyer’s reporting obligations.
6. Warranty Limitations. Any warranty granted by Novanta with respect to the Medical Devices shall be deemed void if (i) Buyer uses the Medical Device for non-medical use, or outside the country of delivery, (ii) stipulated service intervals are not maintained (iii) unauthorized persons conduct maintenance, repairs or service tasks, (iv) the Medical Devices are improperly used, transported, stored, or prepared, (v) the applicable instructions and rules for the Medical Devices are not adhered to, or (vi) in the event of damage, defacement or unauthorized alteration of the Product-Label. All warranties are automatically void if Buyer transfers or sells the Medical Device to any third party without Novanta’s prior written consent.
7. Protected Health Information. If Novanta creates, receives, maintains, transmits or otherwise has access to Protected Health Information as such term is defined in 45 C.F.R. § 160.103 (“PHI”), it will only use and disclose the PHI as permitted by law and by the Business Associate Agreement between the parties. Novanta will similarly comply with other applicable privacy and health information laws, including GDPR (General Data Protection Regulations).
8. VPN Security. Buyer must provide a VPN or equivalent should remote support be requested. Buyer is responsible for maintaining security of such VPN.
9. Excluded Provider. To its knowledge, neither Novanta nor its employees performing Services under this Agreement have been excluded from participation in a government healthcare program, including any Federal Healthcare Program. If an employee performing Services under this Agreement is excluded, Novanta will replace that employee within a reasonable time; if Novanta is excluded, Buyer may terminate this Agreement upon written notice to Novanta.
10. Vigilance and Post-Market Reporting. Buyer shall report directly to Novanta all matters of vigilance and post-market surveillance (early warning), including the occurrence of incidents or events involving the Products. Buyer’s reporting shall be in compliance with all then-current vigilance and post-marketing requirements, including vigilance and Field Safety Corrective Actions Regulations applicable in the respective country of sale.
11. Records. Buyer shall maintain complete and accurate distribution records of the Medical Devices, including information regarding where any and all Medical Devices are distributed and make available to Novanta on request if necessary due to complaints or field actions.
12. Corrective Actions. Buyer shall cooperate with Novanta’s Registration Holder in the respective country of sale in matters involving compliance with the applicable vigilance and Field Safety Corrective Actions Regulations in respective country of sale.
13. Audits. Buyer shall permit Novanta, Novanta’s Registration Holder of the respective country of sale or other regulatory authorities, including notified bodies, upon fifteen days’ notice, to conduct audits of its premises and procedures in compliance with any requirements by a Regulatory Authority.
14. Labelling. Buyer is not authorized to change, replace or modify the Label on the Product or to perform Re-Labeling on the Product without prior written approval of Novanta.
15. Product Information. Buyer shall establish, maintain and document effective procedures to control Product Information and to warrant that Product Information is compliant. As used herein “Product Information” means any product claims, product specifications, advertising measures, and oral or written statements by Buyer in regards to the Products.

Additional Warranty Terms Certain Novanta Products

1. These Terms and Conditions for certain products sold by Novanta (“Additional Warranty Terms”) are in addition to the Novanta Terms and Conditions. [Contact Novanta if you need a copy of any Terms and Conditions.] Where there is any conflict between these Additional Warranty Terms and the Novanta Terms and Conditions, these Additional Warranty Terms shall be controlling.
2. Limited Warranty: The Novanta limited warranty applies as stated in the Novanta Terms and Conditions. Notwithstanding the foregoing, the Warranty Period for certain products shall be as follows:

Novanta Business Unit	Product Name or Series	Products	Warranty Period
All	Custom Products		May not be returned
ATI Industrial Automation	Robotic Tool Changers	All	36 months
Cambridge Technology	MOVIA, VERSIA	All	24 months
Celera Motion (WestWind)	Collets		90 days
IMS	All IMS Products (except as noted below with an *)	MDx, KMDx, ESx, EDx, PDx, CKx, PMDx, KMLx, MLxMFMx, MFIx, M-x, LMM-x, XIMx, IBx,IMx, LMX-L (Linear LMD)	24 months
IMS	*LMD (Liberty MDrive) Rotary	LMx	48 months
IMS	*LMD Electric Cylinder	LMDx-CSx	12 months
Synrad	Accessories	All	12 months
Synrad	v30, vi30	FSV30, FSVI30	24 months
Synrad	ti Series	FSTI60, FSTI80, FSTI100, FSTI100P	24 months
Synrad	p Series	PSP100, PSP150, PSP250, PSP400	24 months
Synrad	f series	FSI401, FSF201	24 months
Synrad	48-1	48-1	36 months