Standard Terms and Conditions

LeMaitre Vascular, Inc. (“Supplier”) agrees to sell products to “Customer” according to these Standard Terms and Conditions and an applicable product commitment (collectively, the “Terms”).

1. Shipping and Returns. Unless otherwise agreed, Products will be shipped FOB Supplier’s shipping point. Products may be returned subject to Supplier’s Return Policy, https://www.lemaitre.com/return-policy-us-customers.
2. Limited Warranty. Supplier warrants that reasonable care has been used in the manufacture of the Products. Except as explicitly provided herein, SUPPLIER AND ITS EMPLOYEES, OFFICERS, DIRECTORS, MANAGERS, AND AGENTS MAKE NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) AND HEREBY DISCLAIM THE SAME. SUPPLIER FURTHER DISCLAIMS RESPONSIBILITY FOR ANY MEDICAL COMPLICATIONS, INCLUDING DEATH, RESULTING FROM THE USE OR IMPLANTATION OF THE PRODUCTS. Supplier makes no representation regarding the suitability of a Product for any particular treatment. This determination is the sole responsibility of Customer. Supplier does not warrant that the Products will be error free or that the body will not react adversely to the Products. Customer is responsible for reviewing all applicable inserts, labels, instructions for use and other information made available by Supplier for the Products. Product in-servicing, if any, is provided only as a courtesy, and Supplier assumes no responsibility or liability for the content of the instruction. This limited warranty does not apply to the extent of any Acts of God, abuse or misuse of any Product, modification to any Product, use of any Product not in accordance with its instructions for use, or failure to properly store any Product by Customer or any third party. The only remedy for a breach of this limited warranty shall be replacement of, or refund of the purchase price for, the applicable Product (at Supplier’s sole option) following Customer’s return of the Product to Supplier. This limited warranty, with respect to any Product, shall terminate on the expiration date of such Product, unless an earlier date is specified in a Product’s instructions for use or manual, in which case it will terminate on such earlier date. 
3. Tissues. To the extent that any Products are derived from human tissue, any references to tissues or tissue services do not refer to the purchase and sale of human tissue, but instead refer to the payment of recovery and processing fees for the tissue by Customer to Supplier and the distribution of tissue from Supplier to Customer. 
4. Adverse Experiences and Recalls. If recall or modification of any Products sold to Customer is required by the US Food and Drug Administration (“FDA”) or voluntarily recommended or required by Supplier, Customer agrees to cooperate with and assist Supplier in locating, retrieving, returning such Products. Supplier will pay for the shipment of such Products to Supplier’s facility. Supplier shall notify Customer in writing of such recall or modification promptly, but in no event later than such time as required by the FDA. Customer shall promptly report to Supplier any complaints or other information regarding the Products of which it becomes aware that could reasonably be expected to be a reportable event by calling 800.628.9470 or emailing CSUS@lemaitre.com.
5. Confidentiality. “Confidential Information” shall mean information pertaining to the business, products, services or technology of a Party, the terms of these Terms, including the information on the Exhibits, and information that (a) is identified as confidential at the time of disclosure or (b) would be apparent to a reasonable person to be of a confidential or proprietary nature, the maintenance of which is important to the disclosing Party. Confidential Information does not include any information that (i) becomes public knowledge without breach of these Terms; (ii) is obtained from a third Party under circumstances permitting its disclosure to others; (iii) was known by the recipient at the time of receipt; or (iv) is shown by written record to have been independently developed by the recipient Party. Neither Party shall during the term of these Terms or thereafter disclose or use any of the other Party’s Confidential Information except: (w) as required to perform its obligations hereunder; (x) to its attorneys, accountants and other advisors; (y) with the express written consent of the disclosing Party; or (z) as required by law. A Party may disclose Confidential Information to the limited extent required by law, provided that it gives prompt written notice and assistance to the other Party so as to enable the other Party to resist any such required disclosure and/or to obtain suitable legal protections regarding such required disclosure. Customer may not, by itself or through any third party, analyze, disassemble, reproduce or reverse engineer any products, samples, experimental materials or other tangible reproduction of Supplier’s products or Confidential Information without the Supplier’s express prior written approval. Furthermore, Customer may not remove, overprint or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership from anything received from the Supplier.
6. Indemnification. Each Party will defend, indemnify, and hold harmless the other Party, its officers, directors, employees, and managers, against third party claims, actions or causes of actions, including reasonable attorneys’ fees, resulting from the negligent acts or omissions or willful misconduct of the indemnifying Party or its employees, agents, or independent contractors in the performance or failure to perform its obligations under these Terms. A Party shall not be entitled to invoke the foregoing rights of indemnification to the extent that the claim, damage, liability, injury, expense or loss arises as a result of the negligence or willful misconduct of that Party. Additionally, in the case of Customer, Customer shall not be entitled to invoke the foregoing rights of indemnification to the extent that the claim, damage, liability, injury, expense or loss arises as a result of (i) its use of any Product in a manner other than as set forth in such Product’s instructions for use, (ii) its, or any third parties’ failure to properly store such Product, or (iii) its abuse or misuse or modification to any Product. The provisions of this section will survive expiration or termination of these Terms. In the event an indemnifiable claim is asserted or lawsuit filed, the indemnified party shall provide the indemnifying party with (i) prompt notice of any indemnifiable loss or claim, (ii) the option to assume the defense of any indemnified claim, and (iii) the right to approve or reject the settlement of any indemnified claim. If the indemnifying party assumes the defense, the indemnifying party shall not be liable for attorneys’ fees thereafter incurred by the indemnified party. No Party hereto shall settle any claim or action on behalf of another Party hereto without the other Party’s prior written consent not to be unreasonably withheld.
7. Insurance. Customer will obtain and maintain all insurance coverage in limits that are usual and customary for a company of similar size and complexity. Supplier shall maintain the following insurance throughout the term of this contract: (i) Statutory Workers’ compensation limits; (ii) Employer’s Liability of $1,000,000 each accident; (iii) General Liability with limits of $1,000,000 per occurrence and $2,000,000 in the aggregate; (iv) Automobile Liability Insurance covering any auto for a combined single limit of $1,000,000; (v) Products Liability coverage with limits of $5,000,000 per occurrence and in the aggregate; and (vi) Umbrella Liability with limits of $5,000,000 per occurrence and in the aggregate, which sits in excess of the Commercial General Liability, Automobile Liability, and Employer’s Liability.
8. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF ANITICPATED PROFITS, EVEN IF APPRISED OF THE POSSIBLITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF SUPPLIER WITH RESPECT TO ANY SINGLE DEVICE, HOWEVER ARISING, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE AMOUNT PAID TO SUPPLIER BY CUSTOMER IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, REGARDLESS OF WHETHER THE PARTY SUFFERING THE LOSS OR DAMAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THESE LIMITATIONS ALSO APPLY TO ANY THIRD-PARTY CLAIMS. 
9. Term. These Terms remain effective for the period set forth in an applicable product commitment. If no such agreement exists, these Terms shall govern the discreet sale of products provided the Supplier receives and approves Customer’s purchase order.
10. Governing Law, Venue and Construction. These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its choice of law principles. Any litigation, special proceeding or other proceeding arising out of this contract must be brought in a federal and state court located in Massachusetts. Neither Party shall be liable to the other for any court costs and attorneys’ fees. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
11. Compliance with Laws. Both Parties shall comply in all material respects with all applicable federal, state, and local laws, rules, requirements and regulations, including those that apply to the manufacture and sale of Supplier’s Products. 
12. Assignment. Neither Party may assign, transfer, convey, sublet or otherwise dispose of any of its rights, title or interest in these Terms without the prior written approval of the other Party, except that either Party may assign its rights and obligations under these Terms to any wholly owned (directly or indirectly) entity.
13. Notices. Any notice given under these Terms shall be given by personal delivery, email, any other reputable commercial delivery service, or by registered or certified mail, first-class postage prepaid, return receipt requested to the addresses listed in an applicable product commitment  (in the case of Supplier, Attn: VP of Sales, with a copy to: legal@lemaitre.com). Notice shall be deemed given upon receipt. Each Party may change its contact information by written notice to the other party in accordance with this section.
14. Force Majeure. A Party shall not be liable for failure to perform due to circumstances beyond its control. During such circumstances, Supplier’s obligation to perform shall be suspended. Supplier shall have additional time to perform as may be reasonably necessary under the circumstances. However, Customer’s obligation to pay for delivered Products is never suspended. If Supplier is unable to produce sufficient product to meet all demands, Supplier shall, in its sole discretion, have the right to allocate product among its customers.
15. Severability. If any part of these Terms is for any reason found to be unenforceable, then the unenforceable provision shall be reformed to conform to the law, and all other parts of these Terms nevertheless shall remain enforceable. 
16. Third-Party Beneficiaries. Customer and Supplier are entering these Terms for the express and intended benefit of Customer and Supplier. There are no third-party beneficiaries of these Terms.
17. Equal Opportunity. Supplier does not discriminate in employment opportunities or practices on the basis of race, color, religion, sex, national origin, age, disability, sexual orientation, breastfeeding or related medical conditions, religious dress, military or veteran status or any other characteristic protected by law.
18. No Waiver. The waiver of any breach of any term or condition of these Terms does not waive any other breach of that term or condition or of any other term or condition, unless agreed to in a writing signed by both parties.
19. Publicity. Neither Party is authorized to use the name(s) and/or logo(s) of the other Party for publicity and marketing without the written consent of such Party. The use of the name of the other Party to mention a factual collaboration is however authorized.
20. Headings. The descriptive headings of the sections of these Terms are inserted for convenience only and do not control or affect the meaning or construction of any section.
21. Defined Terms. Capitalized Terms not defined in these Standard Terms and Conditions shall have the meaning ascribed in an applicable product commitment.
22. Entire Agreement. These Terms, including all Exhibits and attachments (attached to these Terms or that may be incorporated by reference), supersede all prior agreements, writings, proposals, price lists, local pricing agreements, purchase orders, communications and/or understandings between the Parties and constitutes the only complete and exclusive Agreement with respect to the transactions contemplated by these Terms. 
23. Survival. Any provisions of these Terms, which by their nature are intended to survive the termination or expiration of these Terms, as well as any other provision that give proper effect to the Agreement’s surviving provisions intent, shall survive its termination or expiration, including but not limited to each Party’s confidentiality and indemnification obligations and any warranties and limitations of remedies. 

Rev 7.2024