Terms & Conditions

TERMS OF USE

Crosstex International, Inc. (“Crosstex”) is providing the services (including any and all interactive services), information and content (collectively, the “Services”) described in this Crosstex Biological Monitoring Service Website (the “Site”) subject to the following Terms of Use (“Terms”). These Terms may be updated by Crosstex from time to time without notice to you. Your access to and use of the Site and its materials are subject to, and constitutes acceptance of, the then-current Terms.

  1. Copyright and Usage of Content. The copyrights and other rights to the content on this Site are owned by Crosstex and/or its affiliates or subsidiaries, unless otherwise indicated. You are authorized to view the materials at this Site only for your internal information. This Site may contain other proprietary notices and conditions of use with respect to materials or content from third parties, the terms of which must also be observed and followed as they apply to the particular portions of this Site for which they are intended.

  2. Trademarks and Other Intellectual Property Rights. Products, processes or technology described in the Site may be the subject of other intellectual property rights owned by Crosstex, its affiliates and subsidiaries or third parties, and are not licensed hereunder. CROSSTEX, CROSSTEX PROTECTS A CANTEL MEDICAL COMPANY, SURE-CHECK, CONFIRM and GUMNUMB, and most other brand names mentioned in this Site are the registered trademarks or trademarks of Crosstex or its affiliate and subsidiaries. RAPICIDE, RAPICIDE OPA/28, INTERCEPT, MEDICLEAN EZ, CER OPTIMA are the registered trademarks of MEDIVATORS Inc., an affiliate of Crosstex. EDGE-EASE is the registered trademark of Strong Dental Products, Inc., a subsidiary of Crosstex. Trademarks of other parties are identified wherever possible and Crosstex acknowledges their rights.

  3. User Warranties. You hereby warrant that you will not use the Site to: (a) upload, post, email or otherwise transmit any information, data, software, sound, text, photographs, graphics, video, messages or any other material (“Material”) that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;

    (b) upload, post, email or otherwise transmit any Material that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of a third party;

    (c) violate any applicable law or regulation;

    (d) make any commercial use of any of the information or other Services on this Site without the express written permission of Crosstex;

    (e) make any part of this Site available as part of another web site, whether by embedding Crosstex content, by hyperlink or otherwise, or use any of this Site’s content to construct a database of any kind, without Crosstex’s prior permission; or

    (f) modify, rent, lease, loan, sell, distribute or create derivative works based on any Site content or the Services, in whole or in part, except as expressly authorized by Crosstex or applicable third parties.

  4. Other Terms and Notices May Apply. Additional terms and conditions may apply to business transactions or any promotions run by Crosstex via this Site or may govern any bulletin board services, interactive areas or other message facilities offered via this Site. Nothing contained in these Terms is intended to modify or amend any agreement currently in effect between you and Crosstex, including any agreement with respect to the Biological Monitoring Services or any products offered by Crosstex or its affiliates or subsidiaries, or between you and a third party.

  5. Disclaimers. ALL SERVICES CONTAINED ON THIS SITE ARE PROVIDED TO YOU "AS IS" FOR YOUR INTERNAL INFORMATIONAL PURPOSES ONLY. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THIS SITE CONTAINS INFORMATION THAT WAS BELIEVED CURRENT AND ACCURATE AS OF THE DATE OF INCLUSION IN THE SITE. HOWEVER, ALL INFORMATION IS INTENDED AS A GENERAL INFORMATIONAL RESOURCE ONLY. WHILE CROSSTEX MAY PERIODICALLY UPDATE OR CORRECT INFORMATION IN THIS SITE, CROSSTEX MAKES NO REPRESENTATION OR WARRANTY AS TO ITS ACCURACY OR COMPLETENESS, AND WE DISCLAIM ANY OBLIGATION TO UPDATE THIS INFORMATION. USERS MUST REFER TO AND RELY ON: THE CURRENT OFFICIAL VERSIONS OF STATE, FEDERAL OR OTHER GOVERNMENTAL OR REGULATORY RULES, LAWS, STANDARDS AND POLICIES; THE INSTRUCTIONS FOR USE AND PRODUCT LABELS WITH RESPECT TO ANY PRODUCT OR PROCESSES DESCRIBED IN THIS SITE; THE RELEVANT STATE INSTRUMENT PROCESSING PROTOCOLS; AND THE APPLICABLE RECOMMENDED BEST PRACTICES AND STANDARDS OF APPLICABLE AGENCIES, INCLUDING THE CDC AND AAMI.

    CROSSTEX MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SITE WILL OPERATE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CROSSTEX OR THROUGH OR FROM THE SITE WILL CREATE ANY WARRANTY OR OTHER OBLIGATION NOT EXPRESSLY STATED IN THESE TERMS.

    WE MAKE NO OTHER WARRANTY OF ANY KIND REGARDING THIS SITE OR ITS CONTENT, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, CROSSTEX HEREBY DISCLAIMS LIABILITY FOR ANY CLAIMS, LOSS, DEMANDS OR DAMAGES OF ANY KIND WHATSOEVER WITH RESPECT TO YOUR USE OF THIS SITE, THE SERVICES, ANY INFORMATION, CONTENT, ADVERTISEMENTS OR PRODUCTS PROVIDED OR DISTRIBUTED THROUGH THE SERVICES, OR YOUR RELIANCE UPON ANY INFORMATION, CONTENT OR MATERIAL ACCESSED VIA THIS SITE OR ANY OTHER HYPERLINKED WEBSITE INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING FROM LOSS OF PROFITS, BUSINESS INTERRUPTION OR LOSS OF DATA, EVEN IF CROSSTEX IS EXPRESSLY ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES.

    Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations above may not apply to you.

  6. Links. The Site may provide, or third parties may provide, links to other web sites or resources. Crosstex makes no representations or warranties whatsoever about any other web site which you may choose to access through this Site. Links provided by Crosstex to third party web sites are provided solely for your convenience. You acknowledge and agree that Crosstex is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Crosstex will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.

  7. Privacy Policy. Please see our Privacy Policy for general information, which is incorporated into these Terms by reference. Crosstex does not wish to receive confidential or proprietary information from you through this Site unless you have a written agreement with Crosstex related to the sharing of such information.

 

TERMS AND CONDITIONS OF SALE

1. Agreement. These Terms and Conditions of Sale, together with any other document(s) that Crosstex International, Inc. and/or its subsidiaries, SPS Medical Supply Corp. and/or Accutron, Inc. (collectively, “Crosstex”) has attached hereto or executed that specifically reference these Terms and Conditions of Sale (such as a Purchase Order Confirmation, Quotation, Proposal, Standing Order, Credit Application, or Letter of Authorization) (collectively, “Agreement”) constitute the entire binding agreement between Crosstex and you (“Buyer”) regarding the purchase, use, and/or resale of products, services, and support from Crosstex (collectively, “Products”) and supersede all other agreements and understandings, whether written or oral, between the parties. This Agreement will apply whether Buyer is an end-user or a distributor of the Products, although certain terms and conditions herein will be applicable only to certain Buyers by its context. Notwithstanding anything to the contrary, whether executing a Purchase Order, Quotation, Proposal, Standing Order, or Letter of Authorization or by accepting delivery of the Products, Buyer agrees to be bound by and accept the terms and conditions contained in this Agreement. No additions, conditions, amendments, alterations, or modifications by Buyer or any other person, whether oral or contained in any other documents submitted from Buyer to Crosstex will be binding on Crosstex, regardless of Crosstex’s failure to object or Crosstex’s shipment of Products, unless otherwise agreed to in writing and signed by Crosstex. These terms and conditions may be updated or amended from time to time by Crosstex, a copy of which will be available for review at http://www.crosstex.com/terms.asp and http://www.spsmedical.com/terms.pdf. THIS AGREEMENT WILL APPLY UNLESS BUYER HAS A SEPARATE WRITTEN AGREEMENT WITH CROSSTEX THAT EXPRESSLY REPLACES THIS AGREEMENT.

2. Price. All prices exclude applicable United States federal, state, and local taxes as well as any applicable foreign taxes, which will be the responsibility of Buyer and unless Buyer is exempt therefrom and Crosstex has received proper documentation therefor, such taxes will be added to the price of the Product or billed separately to Buyer where Crosstex has the legal obligation to collect the taxes.

3. Payment Terms. Provided that Buyer meets Crosstex’s credit requirements, payment will be due net 30 days after the date of Crosstex’s invoice, unless otherwise agreed in writing. All payments must be made in U.S. Dollars. Crosstex reserves the right to charge at any time a monthly service charge of 1% or the highest rate allowed by law, whichever is lower, on accounts that are not paid when due, effective as of the first day after the due date. If Buyer fails to fulfill the terms of payment or does not meet Crosstex’s continuing credit requirements, Crosstex will have the option to do one or more of the following: (i) decline to accept orders or fulfill pending orders; (ii) require all pending and future orders to be on a prepaid basis; (iii) delay any shipment until payment is received by Crosstex or further assurances asked for by Crosstex are received; (iv) declare all outstanding sums immediately due and payable; or (v) require payment for all Products delivered hereunder to be made by irrevocable letter of credit in a form approved by Crosstex. Nothing contained herein will release Buyer from any previous obligation. Buyer will be liable to Crosstex for all costs incurred by Crosstex in its collection of any amounts owing by Buyer which are not paid when due, including collection agencies’ and attorneys’ fees and expenses, regardless of whether a lawsuit is commenced. All orders are subject to current credit approval. From time to time, Crosstex may review Buyer’s creditworthiness. Buyer agrees to provide Crosstex with all credit information reasonably requested, and Buyer represents and warrants to Crosstex now, and each time Buyer places an order, that all information Buyer has provided is true and correct.

4. Force Majeure. Neither party assume liability or will be liable to the other party for any failure or any delay in fulfilling its obligations hereunder caused, in whole or in part, directly or indirectly, by fires, natural disasters, strikes, shortages of raw materials, supplies or components, retooling, upgrading of technology, delays of carriers, embargoes, government orders or directives, terrorist activities, or any other circumstance beyond the reasonable control of such party. Crosstex may at its option suspend deliveries while such event or circumstance continues, apportion available inventory between its customers as it determines, or terminate this Agreement with immediate effect by written notice to Buyer.

5. Delivery Terms; Title. Unless otherwise agreed by Crosstex in writing, all shipments to points in the U.S. will be delivered by Crosstex FOB Crosstex’s facility and all shipments to points outside the U.S. will be delivered by Crosstex FCA Crosstex’s facility (as such term is defined in Incoterms 2010); provided, however, that unless Buyer advises Crosstex that it will arrange and take responsibility for shipment of Products from Crosstex’s facility, Crosstex will arrange for its freight forwarder and/or carrier(s) to transport the Products to Buyer’s specified location. Title to and risk of loss or damage for all Products will pass to Buyer upon Crosstex’s delivery of the Products to the carrier. In all cases of damage and/or loss to Products in transit, Buyer will be responsible for making claim(s) against the carrier; provided, however, that Crosstex will provide reasonable assistance with damage and/or loss claims. Loss or damage will not relieve Buyer of any obligations for payment or obligations in this Agreement. Delivery dates provided by Crosstex are estimates only. Unless otherwise agreed by Crosstex in writing, shipping, freight, handling, insurance, and related costs are the sole responsibility of Buyer and will be “pre-paid and add” or otherwise invoiced to Buyer.

6. Inspection/Acceptance; Returns. Buyer must inspect delivered Products and report claims for defects, damages, shortages or receipt of wrong products which are discoverable on a visual inspection within 48 hours of delivery or the Products will be deemed irrevocably accepted and such claims will be deemed waived. However, shipping damage claims must be made by Buyer directly with the shipping company in accordance with such company’s policies, which generally require such claims to be made prior to the time the carrier of the Products leaves the delivery destination. Buyer will advise Crosstex of such claims. The terms and conditions for returning any Products purchased from Crosstex will be those contained in Crosstex’s Returned Material Authorization Policy (“RMA”) in effect as of the date of shipment of the Products to Buyer.

7. Changes. After acceptance by Crosstex, Buyer’s order will not be subject to cancellation or reduction in any amount without Crosstex’s written consent. Any other changes to an order requested by Buyer will require the prior written approval of Crosstex, which approval may be subject to price adjustments as determined on a case-by-case basis.

8. Medical Devices. If any of the Products are medical devices, Buyer acknowledges that it is familiar with the U.S. Safe Medical Devices Act of 1990 (the “Devices Act”) and the reporting obligations imposed on device users thereunder. In this regard, Buyer agrees to notify Crosstex within 10 days of the occurrence of any event identified in the Devices Act imposing a reporting obligation on Buyer and/or Crosstex (except for events representing an imminent hazard that require notification to the U.S. Food and Drug Administration (the “FDA”) within 72 hours (or such shorter time as required by law), in which case, such notice will be delivered to the FDA and Crosstex within said period). Buyer will maintain adequate tracking for the Products to enable Crosstex to meet the FDA requirements applicable to the tracking of medical devices.

9. Limited Warranty. Crosstex warrants to Buyer that Products manufactured by Crosstex that are sold to Buyer will be free from defects in material and workmanship under normal use for the following warranty periods: (i) 6 months following shipment from Crosstex in the case of consumables; (ii) 3 years following shipment from Crosstex for Crosstex’s Label Applicator, Lantor Cube Clamp and Dry Block Incubator Products; (iii) 1 year following shipment from Crosstex for equipment Products manufactured by Accutron, Inc. (other than Flowmeter Products); and (iv) 2 years following shipment from Crosstex for Flowmeter Products. Disposable Products are warranted for single use only. The warranty does not cover and Crosstex will have no warranty obligation whatsoever with respect to any damage to a Product caused by or associated with: (i) usage not in accordance with Product instructions or usage for a purpose not indicated on the labeling; (ii) abuse, misuse, neglect, improper maintenance or storage, accident, vandalism, or the negligence of any party other than Crosstex; (iii) external causes, including natural disasters, acts of God, power failure, cosmetic damage or melting; (iv) use of unauthorized third party consumables and accessories with the Product; or (v) modifications or alterations to a Product not authorized by Crosstex. Crosstex’s obligations under this limited warranty are contingent on Buyer’s full payment of the Product purchase price. Without limiting the foregoing, Crosstex’s warranty herein is void with respect to (i) its Label Applicator Product if the labels used in such Product are not manufactured by Crosstex, and (ii) Crosstex’s Dry Block Incubator Product if the biological indicators used in such Product are not manufactured by Crosstex. CROSSTEX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ITS HEAT SEALER PRODUCTS, HYGROMETER CLOCKS AND ANY OTHER PRODUCTS NOT MANUFACTURED BY CROSSTEX. Such Products carry the original manufacturer’s warranty and Buyer must submit warranty claims regarding such Products to the original manufacturer in accordance with such manufacturer’s warranty policies. CROSSTEX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE, AND CROSSTEX DOES NOT REPRESENT OR WARRANT THAT ANY PRODUCT WILL MEET BUYER’S REQUIREMENTS. Notice of a defective Product under warranty must be given to Crosstex in writing within 10 days following the discovery of such defect. Any oral or written statement concerning the Products inconsistent with the limited warranty set forth herein will be of no force or effect. Any Products returned due to a defect will be subject to the RMA. Crosstex’s SOLE LIABILITY under the warranty will be, at Crosstex’s option, to either replace or repair the defective Product(s) or refund or credit the purchase price to Buyer. This will be Buyer’s exclusive remedy for a covered defect.

10. Trademarks; Copyrights. Other than the limited use permitted for distributors set forth in Section 26 below, Buyer may not use the “Crosstex,” “SPS Medical” or “Accutron” name or any Crosstex trademark, service mark, logo, or copyrighted work for any purpose.

11. No License. The sale of its Products by Crosstex does not constitute a license, implied or otherwise, for the use of any patents or know-how of others, nor does it constitute a license, implied or otherwise, on patents or know-how of Crosstex, except to the extent that the intended use of such Product by Buyer itself is covered by the claims of a Crosstex patent.

12. Confidential Information. Except for information that Buyer demonstrates was in Buyer’s possession prior to receipt from Crosstex, Buyer agrees that all information of Crosstex, whether written or oral, that is furnished by Crosstex to Buyer concerning the business and affairs of Crosstex or is learned by Buyer during discussions or communications between Buyer and Crosstex, is proprietary to Crosstex, and Buyer will hold such information in confidence and will not use or disclose such information without Crosstex’s prior written consent, except for the fulfillment of this Agreement.

13. Installment. In the event any purchase of Products by Buyer is deemed or interpreted to be an installment contract, Crosstex’s failure to deliver when due, or nonconformity of, any installment will not substantially impair the value of the overall contract as a whole and will not constitute a breach of contract.

14. Limitation of Liabilities and Remedies. UNDER NO CIRCUMSTANCES WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR, AND EACH PARTY HEREBY EXPRESSLY WAIVES, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY DESCRIPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING OUT OF WARRANTY OR CONTRACT, NEGLIGENCE OR OTHER TORT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, FORESEEABLE BUSINESS LOSSES, LOSS OF PROFITS, AND RELIANCE DAMAGES. BUYER AGREES THAT UNDER NO CIRCUMSTANCES WILL CROSSTEX’S LIABILITY RELATING TO ITS SALE OF PRODUCTS TO BUYER FOR ANY CAUSE EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE PARTICULAR PRODUCTS INVOLVED. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT WILL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

15. Indemnity. To the fullest extent permitted by law, Buyer will indemnify, defend, and hold harmless Crosstex, including Crosstex’s officers, directors, agents, employees, subsidiaries, affiliates, parents, successors, and assigns, from and against any claim, demand, cause of action, debt, liability, loss, fine, damage, or expense (including reasonable attorneys’ or legal fees, expenses, and court costs) (collectively, “Liabilities”) that relates to: (i) Buyer’s modification of or addition to any Product(s); (ii) Buyer’s breach of this Agreement; (iii) Buyer’s gross negligence or willful misconduct; or (iv) damage to a third party by any Products distributed or resold by Buyer to the extent such claim is based on (a) Buyer’s modification of or addition to the Products, misuse or abuse of the Products, or breach of any provision in this Agreement; (b) Buyer’s failure to abide by all applicable laws, rules, regulations, and orders that affect the Products; (c) Buyer’s gross negligence or willful misconduct; or (d) intentional harm to any person or property caused by Buyer. To the fullest extent permitted by law, Crosstex will indemnify, defend, and hold harmless Buyer, including Buyer’s officers, directors, agents, employees, subsidiaries, affiliates, parents, successors, and permitted assigns, from and against any Liabilities arising out of a third party claim (i) for bodily injury to or property damage to the extent caused by a defect in a Product manufactured by Crosstex; (ii) to the extent caused by Crosstex’s breach of this Agreement; or (iii) to the extent caused by Crosstex’s gross negligence or willful misconduct. Crosstex is not required to indemnify Buyer to the extent that any claim arises out of Buyer’s gross negligence or willful misconduct or use of a Product by any person or entity other than in accordance with Crosstex-approved Product labeling, including, without limitation, any restrictions on re-use of Products.

16. Independent Contractors. No provision of this Agreement will be deemed to create a partnership, joint venture, or other combination between Crosstex and Buyer. Buyer and Crosstex are independent contractors. Neither party will make any warranties or representations or assume any obligations on the other party’s behalf. Neither party is or will claim to be a legal representative, partner, agent, or employee of the other party. Each party is responsible for the direction and compensation, and is liable for the actions of, its employees and subcontractors.

17. Export. Buyer acknowledges that the Products sold under this Agreement, and the transaction contemplated by this Agreement, are subject to U.S. customs and export control laws and regulations and may also be subject to the customs and export laws and regulations of the country in which the Products are received. Buyer acknowledges and agrees that it is Buyer’s sole responsibility to comply with and abide by those laws and regulations as applicable. Further, Buyer acknowledges and agrees that under U.S. law, the Products shipped pursuant to this Agreement may not be sold, leased, or otherwise transferred to restricted countries, any person or entity on the Specially Designated Nationals and Blocked Persons List published by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or utilized by restricted end-users or an end-user engaged in activities related to weapons of mass destruction, including, without limitation, activities related to the design, development, production or use of nuclear weapons, materials, or facilities, missiles or the support of missile projects, or chemical or biological weapons.

18. Headings. The section headings used herein are for convenience of reference only and do not form a part of this Agreement, and no construction or inference will be derived therefrom.

19. Language. The parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including all notices, have been and will be drawn up in the English language only.

20. Governing Law/Venue. This Agreement, any sales hereunder, and any claim, dispute, or controversy between Buyer and Crosstex arising from or relating to this Agreement, its interpretation, or the breach, termination, or validity thereof, will be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law rules. For all Buyers who are U.S. end-users or U.S. distributors, any and all disputes arising under this Agreement will be dealt with under the exclusive jurisdiction and exclusive venue of the federal or state courts located in Suffolk County or Monroe County, New York, to the exclusion of all other courts. Each party expressly agrees to submit to the jurisdiction of such courts.

21. Arbitration. For all Buyers who are non-U.S. end-users or non-U.S. distributors, the parties agree that any dispute, claim or controversy arising out of or relating to this Agreement or any sales hereunder, including any action in tort, contract, or otherwise, at equity or at law, and any claims of fraud in the inducement (a “Dispute”), will be resolved in the manner set forth in this Section. Either party may initiate negotiation proceedings by writing a letter to the other party setting forth the particulars of the Dispute, the terms of this Agreement that are involved and the suggested resolution of the Dispute. If the Dispute is not resolved within 30 days after delivery of the initial written letter setting forth the particulars of the Dispute, either party may submit such Dispute to binding arbitration conducted pursuant to the provisions of this Agreement and the rules of the United Nations Commission on International Trade and Law (“UNCITRAL”), as hereinafter modified or supplemented, except to the extent such UNCITRAL rules are inconsistent with the provisions of this Agreement. Even though the arbitrator(s) must apply the UNCITRAL rules, the arbitration will not be conducted through the UNCITRAL. The parties agree that the following terms apply instead: • Selecting Arbitrator(s). The case will be submitted to a single arbitrator who must be a retired judge or an attorney who has practiced business litigation or in the substantive area of law related to this Agreement for at least 10 years. Each party must submit a list of 3 arbitrators to the other party within 10 days after the initiating party has delivered a written notice to the other party demanding arbitration of the Dispute. From the combined list, the parties will mutually agree on the arbitrator. Should the parties be unable to agree on the choice of an arbitrator within 30 days after delivery of the written notice demanding arbitration, the arbitration will be conducted by a panel of 3 arbitrators. Each party will choose 1 arbitrator within 10 days after the expiration of the above 30 day period and the 2 arbitrators selected will choose a 3rd arbitrator within 5 days after their appointment.

• Location/Costs. The site of the arbitration will be in Suffolk County in the State of New York or such other location as the parties may mutually agree. The exact location within such county will be designated by the arbitrator(s). The non-prevailing party will pay all expenses of the arbitration proceeding, including the expenses and fees of the parties’ witnesses and legal counsel and of the arbitrator(s), unless otherwise provided in the award.

• Discovery/Governing Law/Interim Relief. The arbitrator(s) will allow the parties to conduct limited discovery. In particular, each party will have the right to serve on the other party no more than 25 interrogatories, including all discrete subparts. The interrogatories must be answered, under oath, within 30 days of service. Leave to serve additional interrogatories will be granted upon a showing of good cause. In addition, the parties may serve no more than 25 document requests and take up to 10 depositions. The place of the deposition will be the place of residence or the workplace of the deponent, unless otherwise agreed. The arbitration will be conducted in English. The governing law will be the laws of the State of New York, without regard to conflicts-of-law rules. Either party may apply to any court having jurisdiction hereof seeking injunctive relief so as to maintain the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved.

•Final Award. The arbitration award will be final and binding upon the parties and may be entered and enforced in any court having jurisdiction. The parties hereby submit to the personal jurisdiction of the federal courts located in the State of New York, U.S.A. and consent to the entry of the arbitration award in such courts and in the appropriate courts located in any country where a party has its corporate headquarters.

Except as otherwise expressly provided in this Section, the arbitral award is the exclusive remedy of the parties for Disputes presented or pled to the arbitrators. The award will (i) be granted and paid in U.S. dollars exclusive of any tax, deduction, or offset; and (ii) include interest from the day the breach or other violation of this Agreement occurred until the award is fully paid, computed at the then-prevailing reference rate of Wells Fargo Bank, N.A., New York, New York. Judgment upon the arbitral award may be entered in any court having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the arbitral award will be charged against the party that resists its enforcement.

22. Modification and Waiver. Except as otherwise provided in Section 1 of this Agreement, no purported amendment or modification of any provision hereof will be binding unless set forth in writing and signed by an officer of each party. No waiver of any provision hereof will be effective unless in writing and signed by an officer of the waiving party. Any waiver will be limited to the circumstance or event specifically referenced in the written waiver document and will not be deemed a waiver of any other term of this Agreement or of the same circumstance or event upon any recurrence thereof. The failure of either party to enforce any provision of this Agreement at any time will not be construed to be a waiver of such provision nor of the right of such party thereafter to enforce such provision.

23. Validity. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the remaining terms and conditions of this Agreement will remain in full force and effect as if such invalid or unenforceable provision had not been included herein.

24. Anti-Kickback Statute - Discounts. It is the intent of Buyer and Crosstex to comply with the Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)) and the Discount Safe Harbor and Warranties Safe Harbor regulations set forth in 42 C.F.R. 1001.952(h) and (g), respectively. Buyer’s price may constitute a ‘discount or other reduction in price’ under the Anti-Kickback Statute. Crosstex will provide Buyer with invoices that fully and accurately disclose the discounted price of all Products purchased under this Agreement to allow Buyer to comply with this Section and the Discount Safe Harbor regulations, including sufficient information to enable it to accurately report its actual cost for all purchases of Products. Buyer acknowledges that, if applicable, it will fully and accurately report all discounts or other price reductions, including warranty items, in the costs claimed or charges made under any Federal or State healthcare program and provide information upon request to third party reimbursement programs, including Medicare and Medicaid. Buyer will be solely responsible for determining whether any savings or discount or warranty item it receives must be reported or passed on to payors.

25. Federal Program Participation. Crosstex represents and warrants that neither it nor any of its current directors, officers, or key personnel: (i) are currently excluded, debarred or otherwise ineligible to participate in federal health care programs as defined in 42 U.S.C. §1320a-7b(f) (the “Federal Healthcare Programs”); (ii) have been convicted of a criminal offense related to the provision of healthcare items or services during the last 5 years; or (iii) have been excluded, debarred or otherwise declared ineligible to participate during the last 5 years in Federal Healthcare Programs. Crosstex will notify Buyer of any change in the status of the representations and warranties set forth above.

The following provisions are only applicable to Buyers who are distributors of Crosstex:

26. Trademarks; Copyrights. Buyer may use the “Crosstex,” “SPS Medical” or “Accutron” name and Crosstex’s product names solely for the purpose of accurately identifying the Crosstex-branded Products that Buyer markets or sells. Buyer agrees that any such use will be in accordance with all guidelines provided by Crosstex and Buyer agrees to change or correct, at its own expense, any label, material, or activity that Crosstex decides is inaccurate, objectionable, or misleading, or constitutes, in Crosstex’s sole discretion, a misuse of Crosstex’s name, trademarks, service marks, logos, or copyrighted works. Buyer may not use the Crosstex name or Crosstex’s product names for any other purpose. Buyer may not register or use any domain name or business name containing, or confusingly similar to, any name or mark of Crosstex. All brochures, advertising and marketing materials and other documents related to Products that are prepared or used by Buyer (other than those supplied by Crosstex) must be approved in writing by Crosstex prior to use.

27. Traceability. Buyer will create and maintain accurate records of all activities and events related to the Products to the extent necessary to ensure product traceability. The records will be constructed in such a manner that all significant activities or events will be traceable for a period of not less than 2 years past the expiration date or 2 years after the device has been taken out of service, whichever occurs first. Such records must be clear, readily available, and include the following: (i) each order received and accepted; (ii) the serial or lot number and expiration date of the Product(s) and the address where Product(s) are delivered; (iii) the method of identifying the invoice issued to a customer; and (iv) each customer credit issued and the reason therefor.

28. Customer Complaints. . Buyer will cooperate fully with Crosstex in dealing with customer complaints concerning the Products and will take such action to resolve such complaints as deemed necessary or appropriate by Buyer or as may be otherwise reasonably requested by Crosstex. Buyer agrees to report to Crosstex any complaint regarding a Product of which Buyer becomes aware within 5 working days of receiving the complaint or 2 calendar days if a death or serious injury is involved. Buyer agrees to assist Crosstex to facilitate the resolution of complaints. For purposes of this Agreement, a complaint can be the occurrence of any of the following: (i) receipt of any Product(s) quality claims, medical claims or complaints or other written claims or complaints; or (ii) receipt of any written communication from any applicable regulatory agency pertaining to a Product.

29. Digital Files. Buyer agrees that no digital literature files (whether low, medium, or high resolution) provided by Crosstex to Buyer or any of Buyer’s employees, representatives, contractors, or agents may be directly or indirectly modified or altered in any way, whether for promotion, marketing, sales, or other purposes, without first obtaining the express written approval of Crosstex. Any modification or alteration made by Buyer without obtaining such approval will be deemed a breach of this Agreement.

30. Foreign Corrupt Practices Act. Buyer will comply with all applicable anti-corruption, anti-bribery, and anti-kickback laws, rules, and regulations, including, without limitation, (i) the United States Foreign Corrupt Practices Act (15 U.S.C. §78dd-1, et seq.), and (ii) all international, national and local laws, rules, and regulations (e.g., UK Bribery Act) in any country where Buyer conducts business or in any country where performance of this Agreement or delivery of the Products will occur, including those enacted to comply with the Organization for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the United Nations Convention against Corruption, and the Inter-American Convention against Corruption.

31. Assignment. Buyer will not assign, delegate, or permit any other transfer of this Agreement (by stock sale, merger, or otherwise) without Crosstex’s prior written consent. Buyer will not, without the prior written consent of Crosstex, appoint any subdistributors in connection with the performance of this Agreement.

32. Sales Representatives and Permitted Subdistributors. Buyer agrees that all of its sales representatives and permitted subdistributors will be subject to the terms and conditions of this Agreement.

CROSSTEX INTERNATIONAL, INC.

RETURNED MATERIAL AUTHORIZATION POLICY

AND SHORT SHIPMENT POLICY

Returns:

A product manufactured or sold by Crosstex International, Inc. and/or its subsidiaries, SPS Medical Supply Corp. and/or Accutron, Inc. (collectively, “Crosstex”) may not be returned unless it is damaged, defective, received in error, or as otherwise authorized in the sole discretion of Crosstex. Hardware products and custom hoses are all final sales and may not be returned. All returns are subject to the following:

•· The customer must obtain a returned material authorization (“RMA”) number from a Crosstex customer service representative before returning a product, regardless of the reason for the return. The customer must describe the reason for return in reasonable detail at the time of obtaining the RMA number from Crosstex. Crosstex will not assume any liability for a product returned without a RMA number, and may refuse to accept delivery of such product and/or return such product to the customer at the customer’s expense. The customer bears all risk of loss or damage in such instance.

• THE RMA NUMBER AND ORIGINAL INVOICE DATE MUST BE LISTED ON ALL PAPERWORK.

• Issuance of a RMA number by Crosstex does not guarantee that a return will be accepted. In the case of an alleged damaged or defective product, Crosstex will only accept returns if (a) the alleged damage or defect is established to the satisfaction of Crosstex, (b) such product is still covered by the warranty, and (c) the customer has notified Crosstex in writing within (i) 48 hours of delivery in the case of any damage that is discoverable on a visual inspection or (ii) 10 days following discovery of the defect. Any damage that is discoverable on a visual inspection must also be reported to the carrier within 48 hours of delivery. Notwithstanding the foregoing, if the customer discovers upon delivery that the product is damaged, the customer must refuse the damaged product. If the customer accepts the product with visible damage, it must be noted on the carrier’s delivery record so that a claim can be filed with the carrier.

• A product shipped in error by Crosstex must be reported to Crosstex within 48 hours of delivery and returned within 10 days of delivery by the customer to receive a credit. A credit will not be issued until the returned product is received. If the customer elects to keep the product or fails to report the error to Crosstex within 48 hours of delivery, the customer will be invoiced for the product.

• Except as otherwise provided herein, the customer is responsible for all costs related to returning the product to Crosstex, including freight, shipping and insurance expenses. Crosstex does not take possession of a product until it is received in Crosstex’s system. Crosstex will not be responsible for any damage or loss during shipment. Any freight, shipping or insurance charges associated with a return of a product shipped in error by Crosstex will either be credited or refunded to the customer, as determined by Crosstex. If Crosstex replaces or repairs a damaged or defective product or replaces a product shipped in error by Crosstex, Crosstex will pay all freight, shipping and insurance charges to ship such product to the customer, provided that the customer has complied with this RMA Policy. If a defective flowmeter is returned to Crosstex during the warranty period in compliance with the terms of this RMA Policy, the customer must pay a $35.00 shipping and handling fee, which will be assessed by Crosstex each time a flowmeter is returned to Crosstex for warranty repair or replacement.

• A product accepted for return by Crosstex in its sole discretion (for reason other than damage, defect or Crosstex’s error) will be subject to a restocking fee. A minimum 20% restocking fee will be charged to the customer’s account. In these cases, the product must be returned in the original, unopened packaging and in saleable condition, and is subject to quality control inspection prior to acceptance.

Short Shipment: • For all shipments picked up at Crosstex’s facility, Crosstex has all truck drivers signing for total number of pieces NOT total number of pallets.

• When the customer receives shipment at its facility, the customer must sign for total number of pieces NOT pallets received. (Total piece count is more important than pallet count.)

• If the customer signs "CLEAR," the customer will be responsible (NOT Crosstex) for notifying the trucking company of any shortages found after receipt of goods.

PLEASE INSPECT ALL TRUCK DELIVERIES WHILE THE DRIVER IS AT YOUR FACILITY FOR ACCURACY, DAMAGES AND/OR SHORTAGE OF ANY PRODUCT.

PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE.

 

TERMS AND CONDITIONS OF PURCHASE

1. AGREEMENT. These Terms and Conditions of Purchase, together with any standing order or other purchase order (each, a "Purchase Order") submitted hereunder (collectively, the "Agreement"), constitute the entire agreement between Crosstex International, Inc. ("Crosstex") and you ("Supplier") and supersede all other agreements and understandings, whether written or oral, between Crosstex and Supplier with respect to the subject matter hereof. Crosstex's acceptance of any offer by Supplier is expressly made conditional upon Supplier's assent to all of the terms and conditions hereof. Crosstex hereby gives notification of objection to the inclusion of any different or additional terms proposed in Supplier's acceptance of any Purchase Order, and if such terms are included in Supplier's acceptance, Supplier agrees that a contract of sale will nevertheless result upon only the terms stated herein. These Terms and Conditions of Purchase may be updated or amended from time to time by Crosstex, a copy of which will be available for review at http://www.crosstex.com/termsconditionspurchase. THIS AGREEMENT WILL APPLY UNLESS SUPPLIER HAS A SEPARATE WRITTEN AGREEMENT WITH CROSSTEX THAT EXPRESSLY REPLACES THIS AGREEMENT.

2.CHANGES. Crosstex may at any time make changes to designs, drawings, specifications, method of shipment, or time or place of delivery, as well as to quality, quantity or scope or schedule of services. If any such change causes an increase or decrease in the cost of, or the time required for the performance of this Agreement, an equitable adjustment will be made in the contract price, or delivery date or schedule, or both. No change order will be binding on Crosstex unless issued by an authorized Crosstex purchasing agent. Supplier is not permitted to deviate from Crosstex's specification or make changes to its process for making the goods covered by this Agreement (the "Product(s)") without prior written approval from an authorized Crosstex purchasing agent. For the avoidance of doubt, Supplier is not permitted to outsource the manufacturing or assembly process of any of the Products without prior written approval from Crosstex. Any Supplier claim for adjustment under this clause will be deemed waived unless asserted within thirty (30) days from Supplier's receipt of the change or suspension notification, and may only include reasonable, direct costs that will necessarily be incurred as a direct result of the change.

3.GOVERNING LAW. This Agreement will be exclusively governed by and interpreted in accordance with the substantive laws (and not the laws of conflicts) of the State of New York.

4.DELIVERY AND INSPECTION. Time is of the essence in the performance of any Purchase Order. Crosstex may accept or return Products received after their required delivery date without waiving Crosstex's right to return subsequent shipments delivered after the required delivery date. Each shipment of Products must include a packing list with the following information: purchase order number, manufacturer's part number, manufacturer's lot number and respective quantity per lot, Crosstex's part number, number of cartons in shipment, quantity of Products per carton and total quantity of Products. Crosstex will inspect delivered Products and report claims for damages or shortages which are discoverable on a visual inspection within thirty (30) days of delivery; provided, however, that Crosstex does not waive any rights it has to, at any time, reject or revoke acceptance of Products not conforming to the warranty provisions set forth in this Agreement. Any Products returned to Supplier because of a nonconformity will be returned at Supplier's expense. Acknowledgment of receipt will not constitute acceptance, and payment prior to inspection will not constitute waiver of any rights hereunder. Crosstex and its customers reserve the right to perform onsite inspections, testing and quality audits of Supplier's facility and/or manufacturer's facility in conformance with regulatory requirements or as otherwise deemed necessary by Crosstex and/or its customers in order to assess work quality, conformance with Crosstex's specifications, and conformance with Supplier's representations, warranties, certifications and covenants under this Agreement. Supplier will maintain an inspection and testing system for the same that is acceptable to Crosstex and will keep records of all inspection and testing data, with respect to Products and samples of each lot shipped, for two (2) years after delivery. Upon request, Supplier will deliver to Crosstex a certificate of analysis or a certificate of compliance to specifications approved by Crosstex with respect to each Product lot shipped. Supplier will suitably pack, mark and ship all Products in adequate protective packaging and in accordance with any reasonable instructions from Crosstex and the requirements of common carriers. Supplier will maintain levels of insurance customary in the industry and adequate to insure against customary risks.

5.QUALITY. Supplier will not make any changes to any Product or service (including, but not limited to, any changes to the manufacturing site, manufacturing process, labeling, raw materials or proportions of raw materials used in Products) delivered to Crosstex under this Agreement unless Supplier notifies Crosstex in writing of the change at least one hundred eighty (180) days before its implementation and Crosstex agrees to such change in writing. Supplier will be liable for all losses and damages that Crosstex may suffer if Supplier does not comply with the requirements of the preceding sentence.

6.COMPLIANCE WITH THE LAWS. Supplier represents, warrants, certifies and covenants that it will comply with all applicable federal, state/provincial and local laws, rules, regulations and orders in performing its obligations under this Agreement, including those relating to slavery and human trafficking. Supplier represents and warrants that the Products and/or services purchased hereunder were not manufactured or delivered, and are not being sold, priced or performed, in violation of any applicable law, rule or regulation.

7.INDEMNIFICATION. Supplier agrees to defend, indemnify and hold Crosstex (and its affiliates) harmless with respect to all claims, liabilities, damages or expenses (including, without limitation, legal fees and expenses) incurred that relate to or are caused by Supplier's performance or nonperformance of its duties under this Agreement, including, without limitation, any: (a) actual or alleged patent, copyright or trademark infringement arising out of the purchase, sale or use of the Products or provision of services covered by this Agreement; (b) actual or alleged defects in such Products or services; (c) actual or alleged breach of warranty; or (d) failure of Supplier to deliver the Products or services on a timely basis. This clause will not be construed to preclude or limit any other rights or remedies available to Crosstex.

8.CONFIDENTIAL INFORMATION. Supplier agrees that all information furnished to Supplier by Crosstex is proprietary to Crosstex and such information will be held in confidence indefinitely and may not be used or disclosed by Supplier without Crosstex's prior written consent, except for the fulfillment of any Purchase Order.

9.TAXES. Except for state sales and/or use tax, if applicable, the price of each Product covered by this Agreement includes all applicable taxes and other such fees.

10.TERMINATION. Crosstex may terminate this Agreement, or any part thereof, by written notice to Supplier, if Supplier defaults for any reason, including, without limitation, the following events of default: (a) Supplier's failure to timely deliver any installment or to otherwise perform within the time specified; (b) any material adverse change involving Supplier that Crosstex in good faith believes may impair the likelihood that Crosstex will receive timely and full performance of any order where Supplier does not provide adequate written assurances within ten (10) days of Crosstex's written request for such assurances; or (c) Supplier's insolvency, assignment for the benefit of creditors, or subjection to proceedings under any law relating to bankruptcy, insolvency, dissolution or the relief of debtors. Crosstex's rights under this clause are in addition to all other rights and remedies available to Crosstex at law or equity upon Supplier's default.

11.MOST FAVORED NATION. Supplier guarantees that the price charged to Crosstex hereunder is the lowest price given to other customers for the purchase of similar quantities of the Product(s) purchased by Crosstex. If Supplier offers a lower price to another customer for similar quantities of the same Product(s) within sixty (60) days of the date of any purchase of such Product(s) hereunder, the price charged to Crosstex will be automatically amended to the lower price.

12.WAIVER; VALIDITY. A waiver by Crosstex of any breach of this Agreement will not constitute a waiver by Crosstex of any similar or other breach. If any provision in this Agreement is found to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions of this Agreement will not be affected.

13.WARRANTY. In addition to all warranties implied by law and any express warranties provided by Supplier, Supplier warrants that all Products and all services performed in connection with this Agreement (a) will conform to all drawings, samples or other descriptions furnished or specified by Crosstex or Supplier, (b) will strictly conform to the specifications furnished, specified or approved by Crosstex, (c) will be merchantable and fit for their intended purpose, and (d) will be of high quality and free from defects in design, material and workmanship. All warranties will survive acceptance and payment.

14.SET-OFF. Upon notice to Supplier, Crosstex may deduct damages for breach of warranty or any other provision of this Agreement from the amount shown due Supplier on any invoice, whether or not the deduction and invoice are related to the same sale or series of sales.

15.COMPLIANCE WITH GOVERNMENT CONTRACT REQUIREMENTS. Supplier agrees to comply with all statutory, regulatory, and contractual requirements to the extent applicable to Supplier pursuant to Crosstex's status as a prime contractor or subcontractor to the Federal Government, including providing all required written certifications, representations, and disclosures, unless Crosstex agrees that Supplier is exempt. To the extent applicable, Supplier specifically agrees that it will comply with 29 CFR Part 471, Appendix A to Subpart A, as well as any E-Verify obligations described in FAR 52.222-54.

Supplier will also comply with all Government requirements for Government subcontracts, as applicable, including the following:

Title 48, Code of Federal Regulations (C.F.R.): Section 52.203-12, Limitation on Payments to Influence Certain Federal Transactions (Oct. 2010); Section 52.203-17, Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (Apr. 2014); Section 52.219-8, Utilization of Small Business Concerns (Oct. 2014); Section 52.222-26, Equal Opportunity (Mar. 2007); Section 52.222-35, Equal Opportunity for Veterans (Jul. 2014); Section 52.222-36, Equal Opportunity for Workers with Disabilities (Jul. 2014); Section 52.222-37, Employment Reports on Veterans (Jul. 2014); Section 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec. 2010); Section 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment — Requirements (May 2014); Section 52.227-1, Authorization and Consent (Dec. 2007); Section 52.227-2, Notice and Assistance Regarding Patent and Copyright Infringement (Dec. 2007); and Section 52.228-5, Insurance — Work on a Government Installation (Jan. 1997).

Supplier represents that all articles, materials, and supplies to be acquired by Crosstex under this Agreement (an "End Product") are either (i) U.S.-made or domestic end products (Buy American Act) or (ii) U.S.-made or designated country end products (Trade Agreements Act), as applicable and as such terms are defined by 48 C.F.R. §25.003. Supplier will notify Crosstex in writing at least 60 days before delivery if any End Product is not a U.S.-made or domestic or designated country end product, as applicable, or if there is any change in the country of origin for such End Product. In the event that the End Product is non-compliant with the applicable foreign acquisition requirements, Crosstex may, in its sole and absolute discretion, immediately terminate this Agreement, in whole or in part, without deference to any cure or notice provisions otherwise included in this Agreement. In connection with this Agreement, the full set of obligations, commitments, and other language in the equal opportunity clause for Vietnam Era Veterans' Readjustment Assistance Act (VEVRAA)-protected veterans set forth in 41 C.F.R. § 60—300.5(a) and in the equal opportunity clause for workers with disabilities set forth in 41 C.F.R. § 60—741.5(a) are incorporated by reference.

For purposes of the following language, "contractor" shall mean "Crosstex" and "subcontractor" shall mean "Supplier."

This contractor and subcontractor will abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

16.COMPLIANCE WITH POLICIES AND CODES. Supplier hereby agrees to comply with all of the supplier expectations set forth in the Cantel Medical Corp. Conflict Minerals Policy Statement and Vendor Code of Conduct, as amended from time to time, available at: http://www.cantelmedical.com.

17.AUDITS. Until the expiration of four (4) years after the furnishing of services under this Agreement and in accordance with the provisions of Section 1861(v)(1)(I) of the Social Security Act (42 U.S.C. §1395x(v)(1)(I)), Supplier will make available to the Secretary of the Department of Health and Human Services (the "Secretary"), the Comptroller General of the United States (the "Comptroller General"), or any of their duly authorized representatives, upon request, this Agreement, and the books, documents, and records of Supplier that are necessary to certify the nature and extent of the costs of the services furnished in connection with this Agreement. Supplier further agrees that if it carries out any of the duties of this Agreement through a subcontract, with a value or cost of $10,000 or more over a 12 month period, with a related organization, such subcontract will contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization will make available to the Secretary, the Comptroller General, or any of their duly authorized representatives, upon request, the subcontract, and the books, documents, and records of such subcontractor that are necessary to verify the nature and extent of the costs of the services furnished in connection with such subcontract.

18.FEDERAL PROGRAM PARTICIPATION. Supplier represents and warrants that neither it nor any of its current directors, principals, officers, or key personnel: (a) are currently excluded, debarred, suspended, proposed for debarment or otherwise ineligible to participate in federal health care programs as defined in 42 U.S.C. §1320a-7b(f) (the "Federal Healthcare Programs"); (b) have been convicted of a criminal offense related to the provision of healthcare items or services during the last five (5) years; or (c) have been excluded, debarred or otherwise declared ineligible to participate during the last five (5) years in Federal Healthcare Programs. Supplier will notify Crosstex of any change in the status of the representations and warranties set forth above.

19.RECALL. Supplier will initiate a recall of a Product if it reasonably determines a recall to be advisable or if required by any applicable law, rule or regulation. Supplier will immediately notify Crosstex in writing of any recall of a Product. Supplier will bear the responsibility for all costs incurred in connection with any recall hereunder. Crosstex will cooperate fully with Supplier in effecting the recall.

20.RECORDS. Supplier will create and maintain accurate records related to the Product(s), including, but not limited to, manufacturer information and recall data with respect to each Product sold to Crosstex.