Supplier Purchasing Terms & Conditions

The following Supplier Purchasing Terms and Conditions (“Terms”) govern all purchase orders and transactions between Inflammatix, Inc. (“Inflammatix” or “Company”) and its suppliers (“Supplier”). By accepting a purchase order from Inflammatix, the Supplier agrees to comply with these Terms in full. These Terms are incorporated by reference into every purchase order issued by Inflammatix and supersede any conflicting terms in Supplier’s standard documents unless otherwise agreed in writing.

1. Acceptance

Supplier’s acceptance of a purchase order, whether by written acknowledgment, commencement of performance, shipment of goods, or any other manner, constitutes Supplier’s agreement to be bound by these Terms. Inflammatix’s failure to object to any terms or conditions contained in Supplier’s communications shall not be deemed a waiver of these Terms.

2. Purchase Orders

All purchases by Inflammatix are subject to a written purchase order (“PO”). No commitment to purchase shall be binding on Inflammatix unless issued through an authorized PO. Supplier shall review and confirm each PO within two (2) business days of receipt. Any changes to quantity, price, delivery schedule, or specifications must be mutually agreed in writing and reflected in an amended PO.

3. Price and Payment

Prices stated in the PO are fixed and not subject to increase without prior written approval from Inflammatix. Unless otherwise specified in the PO:

  • Payment terms are Net 45 days from receipt of a correct invoice.
  • Invoices must reference the Inflammatix PO number and itemized quantities.
  • Inflammatix reserves the right to set off any amounts owed by Supplier against payments due.
  • Taxes, duties, and freight charges shall be as specified in the PO.

4. Delivery and Lead Times

Time is of the essence. Supplier shall deliver goods or services strictly in accordance with the delivery schedule specified in the PO. Supplier shall promptly notify Inflammatix of any anticipated delay. Inflammatix reserves the right to:

  • Cancel all or part of a PO for late delivery without liability.
  • Require expedited delivery at Supplier’s expense.
  • Recover incremental costs incurred due to supply disruption.

Delivery terms (Incoterms) shall be as stated in the PO. Title and risk of loss transfer to Inflammatix upon delivery and acceptance at the specified destination.

5. Quality and Regulatory Requirements

Supplier shall ensure that all goods and services delivered to Inflammatix:

  • Conform to the specifications, drawings, and requirements stated in the PO and any applicable Inflammatix quality agreements.
  • Are manufactured, stored, and shipped in compliance with applicable laws, regulations, and industry standards, including 21 CFR Part 820 (Quality System Regulation) and ISO 13485, where applicable.
  • Are accompanied by a Certificate of Conformance and any required documentation as specified by Inflammatix.
  • Are free from defects in material and workmanship.

Supplier shall notify Inflammatix immediately upon discovering any nonconformance, safety issue, or quality deviation related to products shipped to Inflammatix.

6. Inspection and Acceptance

All goods are subject to inspection and acceptance by Inflammatix upon receipt. Inflammatix may reject any nonconforming goods within a reasonable time after delivery. Rejected goods shall be returned at Supplier’s expense or disposed of as directed by Inflammatix. Payment for goods shall not constitute final acceptance.

7. Changes and Notifications

Supplier shall not make any changes to product design, materials, manufacturing process, manufacturing location, or subcontractors that could affect product quality, regulatory compliance, or delivery without prior written approval from Inflammatix. This includes, but is not limited to:

  • Changes to raw material sources or formulations.
  • Changes to manufacturing equipment or processes.
  • Transfer of production to a new site or subcontractor.
  • Any change that could affect product safety or intended use.

Supplier shall provide a minimum of ninety (90) days written notice of any planned changes, or immediately upon becoming aware of any unplanned changes.

8. Intellectual Property

All intellectual property (“IP”) developed, generated, or arising from work performed under a PO, including but not limited to designs, software, processes, and data, shall be the sole and exclusive property of Inflammatix unless otherwise agreed in writing. Supplier grants Inflammatix a non-exclusive, royalty-free license to use any pre-existing Supplier IP incorporated into deliverables solely for Inflammatix’s internal business purposes.

9. Confidentiality

Supplier shall treat all information provided by Inflammatix, including PO details, specifications, forecasts, and business information, as strictly confidential. Supplier shall not disclose such information to any third party without Inflammatix’s prior written consent, and shall use it solely for the purpose of fulfilling the applicable PO. This obligation survives termination or expiration of any agreement between the parties.

10. Facility Access and Audit Rights

Inflammatix and its authorized representatives (including regulatory authorities) shall have the right, upon reasonable advance notice, to audit Supplier’s facilities, processes, quality systems, and records related to goods or services supplied to Inflammatix. Supplier agrees to cooperate fully with any such audit and to promptly address and correct any identified deficiencies.

11. Warranties

Supplier warrants that all goods and services delivered to Inflammatix shall:

  • Conform to all applicable specifications and requirements.
  • Be free from defects in design, material, and workmanship.
  • Comply with all applicable laws, regulations, and standards.
  • Not infringe any third-party intellectual property rights.

These warranties are in addition to any other warranties provided by law or by Supplier. Supplier’s warranty period shall be the longer of (a) twelve (12) months from date of delivery, or (b) as specified in the applicable quality agreement.

12. Indemnification

Supplier shall indemnify, defend, and hold harmless Inflammatix, its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Supplier’s breach of these Terms; (b) defects in goods or services supplied by Supplier; (c) Supplier’s negligence or willful misconduct; or (d) infringement of any third-party intellectual property rights by Supplier.

13. Termination

Inflammatix may terminate any PO in whole or in part:

  • For convenience, upon written notice to Supplier, with payment limited to work completed to the date of termination.
  • For cause, immediately upon written notice if Supplier materially breaches these Terms and fails to cure such breach within ten (10) business days.
  • Immediately, without notice, in the event of Supplier’s insolvency, bankruptcy, or cessation of business.

14. Limitation of Liability

In no event shall Inflammatix be liable to Supplier for any indirect, incidental, consequential, special, or punitive damages arising out of or related to any PO, regardless of the form of action and whether or not Inflammatix has been advised of the possibility of such damages. Inflammatix’s total liability under any PO shall not exceed the total value of that PO.

15. Compliance with Laws

Supplier shall comply with all applicable local, state, federal, and international laws and regulations, including without limitation those relating to: anti-corruption (including the U.S. Foreign Corrupt Practices Act), export controls, trade sanctions, environmental regulations, labor and employment laws, and data privacy. Supplier represents that it does not use child labor, forced labor, or engage in human trafficking.

16. Governing Law and Dispute Resolution

These Terms and all POs shall be governed by the laws of the State of California, without regard to its conflict of law principles. Any dispute arising out of or related to these Terms shall first be addressed through good-faith negotiation between the parties. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in Santa Clara County, California under the rules of the American Arbitration Association.

17. Miscellaneous

  • Assignment: Supplier may not assign its rights or obligations under any PO without Inflammatix’s prior written consent.
  • Entire Agreement: These Terms, together with the applicable PO and any executed quality agreement, constitute the entire agreement between the parties with respect to the subject matter hereof.
  • Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  • Waiver: Failure by Inflammatix to enforce any provision of these Terms shall not constitute a waiver of future enforcement.
  • Amendment: These Terms may be updated by Inflammatix from time to time. The version in effect at the time a PO is issued shall govern that PO.

Effective: May 1, 2026-Version1.0

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