Cadwell Terms and Conditions of Sale
1. Scope.
These terms and conditions and the Cadwell customer Quote (collectively, the “Agreement”) will apply to the sale of hardware equipment (“Equipment”) or supplies and accessories (“Supplies”), the license of or right to use Software (as defined in Section 12), and the provision of service and support (“Service”), collectively “Products” by Cadwell Laboratories, Inc., Cadwell Industries, Inc., or CadRent LLC (in each instance “Cadwell”) to customers (each a “Customer”). Any additional or different terms, including terms in any purchase order, will be of no effect unless expressly accepted in writing by Cadwell. Customer’s issuance of a purchase order or other Customer document to procure the Products, acceptance of Products, or payment for Products will be deemed to constitute Customer’s acceptance of the Agreement. Terms specific to online purchases from the Cadwell online store are included on that site.
2. Usage.
Cadwell only sells Products for patient use by persons trained and experienced with such Products or non-patient use in an educational context.
3. Purchase Price; Minimum Purchase.
The purchase price for Products will be as set forth in the Cadwell Quote. Product prices do not include taxes, shipping and handling, or insurance, all of which are the responsibility of Customer.
4. Payment.
Payment terms are net 30 days from date of invoice on approved credit. All payments made after 30 days are subject to a service charge equal to 2% of the total amount due for each month the payment is in arrears. Cadwell reserves the right to charge credit card transaction fees at its discretion. Customer agrees to pay collection expenses and legal fees incurred by Cadwell in collecting past due balances.
5. Modification.
Cadwell reserves the right to modify Product specifications, availability, pricing, and shipping method or charges at any time prior to Customer’s submission of a purchase order for the Product.
6. Cancellation and Returns.
Customer may not cancel, delay, reschedule, or otherwise vary any delivery of Products without Cadwell’s written consent. If Customer desires to return a Product to Cadwell for a refund and Cadwell approves of such return, Customer must obtain an RMA number from Cadwell, pay all shipping fees, and return the Product to Cadwell within 30 days from the date it was received by Customer, in its original packaging, unopened and undamaged. Certain supplies and accessories with limited shelf life are not returnable.
7. Shipment.
The Products will be shipped FCA (Incoterms 2020) Cadwell’s manufacturing facility for shipments within the U.S. and Ex Works (Incoterms 2020) Cadwell’s manufacturing facility for shipments outside the U.S. Title and risk of loss or damage to the Products pass to Customer at such location. The cost of shipment will be billed to the Customer, and will vary depending on shipment content and method.
8. Non-Conformity; Acceptance.
Except where Customer has contracted with Cadwell for implementation, Customer must notify Cadwell in writing within five (5) business days after delivery if Products do not conform to the Quote, have been delivered after the purchase order’s expiration date, were improperly labeled or packed by Cadwell, shipped in error, or have been damaged during shipment. If Customer does not so notify Cadwell, the Products will be deemed accepted by Customer. If Customer has contracted with Cadwell for implementation, Products will be deemed accepted upon completion of implementation so long as Customer has not opened any packaging prior to implementation (unless authorized to do so by Cadwell).
9. Product Warranty.
9.1. Warranty Period.
The Product warranty period is calculated from the shipment date of the Product to the Customer. Cadwell warrants that the Products will be free from defects in material or workmanship (“Defect”) and perform substantially in accordance with their published written specifications during the applicable warranty period. Unless listed differently in Cadwell’s online store or otherwise agreed upon in writing by the parties, the warranty periods (each a “Warranty Period”) applicable to the Products are as follows:
Equipment:
One (1) year for new hardware Equipment (including modules)
Six (6) months for refurbished hardware Equipment (including modules)
Supplies:
• One (1) year Sleepmate™ reusable RIPbelts and cables, Lock for Disposable RIPmate®, Piezo effort belts, Pressure Transduced Airflow module
• Nine (9) months for new reusable Sleepmate Thermal Airflow sensors, Snore sensors, CannuTherm® sensors
• Ninety (90) calendar days for all other reusable electrodes, sensors, and probes
• Ninety (90) days for pastes, gels, and tapes
• Disposable electrodes, probes and sensors are warranted for a single instance of use per the instructions for use
• Auxiliary connecting cables are warranted for thirty (30) days
Software and Software media:
30 days
Service:
Ninety (90) days from repair
9.2. Conditions.
For the warranty to apply, Customer must report the defect to Cadwell within the warranty period and Cadwell must witness or be able to reproduce the defect. Cadwell will investigate whether there is a defect at no charge. Cadwell’s warranty will not apply if the defect results from: (i) Product damage, abuse, or misuse through no fault of Cadwell; (ii) Customer’s failure to use the Product in accordance with Cadwell’s instructions for use; (iii) defects caused by a product, software, or part not originating from Cadwell or authorized by Cadwell for use with the Product; (iv) unauthorized attempts to modify, repair, or service the Product that have impaired the performance of the Product; (v) damage from computer viruses or other malware not originating from the Product; or (vi) natural causes, power fluctuation, liquid ingress, or power failure. Cadwell’s obligation and liability under any warranty is limited to repair, including all Spare Parts (defined below) and labor charges or replacement of a defective Product.
9.3. Third Party Products.
Products not manufactured by Cadwell will bear the warranty set forth above. Following the expiration of the warranty period, upon customer’s request Cadwell will assist the customer in working with the original equipment manufacturer.
9.4. Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, CADWELL MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. CADWELL’S WARRANTY IS VOIDED WHERE THE DEFECT IS CAUSED BY THE USE OF ACCESSORIES, SPARE PARTS, OR CONSUMABLES THAT ARE NOT QUALIFIED BY CADWELL AS COMPATIBLE WITH THE PRODUCT.
10. Repair and Maintenance.
10.1. Depot Support.
Unless otherwise agreed between Cadwell and Customer, warranty and non-warranty repair and preventive maintenance will be performed via depot repair. Prior to depot repair, the parties agree to use good faith efforts to resolve a problem via Cadwell Product support services.
10.2. Process.
10.2.1.
Contact Cadwell for Product issue triage and assistance via chatbot, phone, or email to Cadwell Clinical Application Support and/or Technical Support (both available weekdays between 5 a.m. to 5 p.m. PST (excluding holidays). Subject to all necessary infrastructure being installed at Customer’s site and with Customer’s permission, Cadwell may remotely access the Customer network to diagnose and/or repair Equipment or Software issues.
10.2.2.
Where the Product problem is not resolved, Cadwell will assign a Service Request Order number and upon request ship a loaner product via one-day trackable shipping (two days for preventive maintenance). Customer must provide the Product to be serviced / maintained within 10 business days after receipt of the loaner, using the prepaid shipping label provided by Cadwell. Failure to provide the Product within the specified time frame will result in charges of $50 per day until the Product to be serviced is provided to Cadwell. Cosmetic Product repairs or repairs where the Product warranty does not apply will remain billable. The term “Spare Parts” means replaceable non-accessory or consumable sub-components used in Cadwell products. Spare Parts used in Product repair may be new or refurbished. Cadwell will own the replaced Spare Parts.
10.2.3.
Customer must ensure that Product made available for service is free of biological hazard materials. Any patient data stored on the Product must be completely erased before the Product is returned to Cadwell unless the Product cannot be operated to complete such removal (Customer will let Cadwell know if this is the case).
10.2.4.
Customer must return the loaner product to Cadwell within 10 business days of its receipt of the serviced Product, using the prepaid shipping label provided by Cadwell. Failure to return the loaner product within this period will result in a non-return fee of $50 per business day until the loaner is returned. Customer is liable for damage resulting from abuse, misuse, or attempts to modify the loaner, and will be charged for necessary repairs or replacement costs.
10.3. Preventive Maintenance.
Service is in addition to, and not a substitute for, routine Product maintenance. Customer acknowledges that for optimum Product performance, Customer should schedule annual preventive maintenance with Cadwell for all Cadwell Equipment.
10.4. Functional Lifetime.
Cadwell will use reasonable endeavors to provide service and support for Equipment for seven years from last date of Equipment manufacture.
10.5. Support Plans.
Cadwell offers Support Plan options that provide enhanced service, support, training, and discounts. See https://www.cadwell.com/cadcare/.
11. Product Support, Implementation, and Training.
Cadwell will provide support, implementation, and training in accordance with and to the extent of Cadwell’s current policies. Customer will ensure that all users authorized by Customer to use the Products have completed requisite training to safely operate, and/or use the Products.
11.1. Support and Implementation.
11.1.1.
Cadwell offers on-site support and implementation of certain Cadwell Products for an additional fee, which Customer may request with the purchase of Cadwell Products. Cadwell will produce a statement of work or Quote specifying the services to be provided for each implementation.
11.1.2.
Customer will provide Cadwell in a timely manner with any information, data, or documents which Cadwell may require to perform the implementation. Cadwell will be entitled to rely upon the accuracy and completeness of such information, data, and documents.
11.1.3.
Customer acknowledges that for implementations utilizing Customer’s IT infrastructure, Customer’s IT personnel must cooperate in providing accurate network configuration information to Cadwell. Customer is responsible for ensuring its hardware and software conform to Cadwell minimum hardware and software requirements as made available to Customer.
11.1.4.
Customer may be expected to complete preparatory tasks before Cadwell arrives onsite. These tasks may include but are not limited to configuration of servers and other systems.
11.1.5.
Should Cadwell or Customer propose a change in the nature or scope of the implementation, Cadwell will provide a written description of the work involved in the proposed change and the resulting cost. Should Customer agree to the change, Cadwell will prepare a written change order describing the change and the adjustment in the implementation price required by such change. No change will be effective unless and until the change order is signed by the parties.
11.1.6.
Cadwell will not be liable for any claims or damages arising from or related to: (i) pre-existing site conditions at the Customer facility; (ii) information, data, or documents provided by Customer for use by Cadwell in connection with the implementation; or (iii) work of third parties not under contract with Cadwell.
11.1.7.
Cadwell reserves the right to cancel implementation and charge Customer for any applicable rebooking fees should Customer not be prepared for implementation including but not limited to IT network readiness, Customer supplied equipment readiness, site readiness.
11.1.8.
For Cadwell Products that will be operated on or in connection with Customer supplied hardware or software, Customer is responsible for ensuring its hardware and software conform to Cadwell minimum hardware and software requirements as made available to Customer.
11.1.9.
Customer will access Product technical documentation, such as minimum requirements, configuration documentation, and Software updates, through the Cadwell Support portal upon completion of the portal registration process. Registration will be necessary prior to implementation.
11.1.10.
In the event the implementation is terminated for any reason, Customer will pay Cadwell for the implementation services performed as of the termination date, as well as the costs of materials for the implementation that are not cancelable.
11.2. Training.
11.2.1.
Cadwell offers both Customer site and remote training options for additional fees, which Customer may request with the purchase of Equipment and/or Software.
11.2.2.
Customer acknowledges that it is responsible for ensuring the personnel to be trained are present for Cadwell training at the specified date and time.
12. Software License.
12.1. License.
The term “Software” means firmware, standalone software, application program interfaces, administrative interfaces, and updates, upgrades, or new versions of such software as are provided by Cadwell to Customer. Subject to Customer’s compliance with the terms and conditions of the Agreement, Cadwell grants Customer a perpetual, non-exclusive, and irrevocable (except for breach of the Agreement) license to install and use the Software in machine readable executable object code on the equipment for which it was designated by Cadwell in accordance with the Software’s documentation and for Customer’s internal business purposes (the “License”). For single computer Licenses, Customer is entitled to use the Software only on a single computer at any one time. For Concurrent User Licenses, Customer is entitled to allow access to the Software by up to the number of Concurrent Users listed in the Quote at any given time. A “Concurrent User” means any user actively accessing or using the Software at the same time as other users, whether directly or indirectly (e.g., via remote desktop, shared workstation, or virtual session). The Software License is not transferable except as appurtenant to a Cadwell-authorized transfer of related Equipment. Customer may make a single copy of the Software for backup purposes, provided that all copyright and other proprietary notices are reproduced that are on the original copy of the Software. Cadwell reserves all rights in the Software not expressly granted to Customer.
12.2. Restrictions.
Except as expressly specified in this Agreement, Customer may not: (i) copy or modify the Software; (ii) transfer, sublicense, lease, lend, rent, or otherwise distribute the Software to any third party; or (iii) disassemble, decompile, or otherwise reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
12.3. Government Users.
The Software and Software documentation are “commercial items” as defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. If the end user is a U.S. Government agency, department, or instrumentality, then the use, duplication, reproduction, release, modification, disclosure or transfer of the Software and any data relating thereto or derived therefrom, is restricted in accordance with 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R. §227.7102-2, and 48 C.F.R. §227.7202, as applicable. The object code of the Software and the Software documentation are copyrighted and published products of Cadwell (except source code, which is copyrighted but unpublished), and all rights not granted expressly herein are reserved.
12.4. Upgrades.
Should Customer receive any copy of the Software to upgrade a previous version of such Software, such upgraded version of the Software will be the only version Customer is entitled to use unless otherwise agreed and permitted by Cadwell. Customer will destroy or erase all program material and related documentation, including all copies and modifications, relating to the previous Software.
12.5. Audit Rights.
Cadwell will have the right to inspect and audit, at any time during normal business hours during the applicable Software License and for three years thereafter, Customer’s use of the Software to verify that the Customer’s use has not exceeded the scope of the License rights purchased. In the event that any such inspection or audit reveals that Customer has exceeded the scope of the applicable License, Cadwell will deliver written notice of noncompliance to Customer with an invoice for all fees and other amounts due and unpaid relating to such noncompliance at the then current fee rates together with accrued interest (accruing from the date on which the scope of the License rights purchased by Customer
13. Network Security.
13.1.
Cadwell and Customer agree at all times to maintain on their respective networks appropriate protections for the confidentiality, integrity, and availability of their network systems, including network firewall provisioning, intrusion detection, and regular vulnerability assessments. Cadwell and Customer further agree to maintain network security that conforms to generally recognized industry standards and practices.
13.2.
Customer will at all times maintain the necessary backup and security for any and all data and application software used with the Cadwell Equipment and Software and will be responsible for any loss of any such data and software.
13.3.
Cadwell is not liable for third-party cybersecurity attacks upon Cadwell Products when such an attack results from Customer’s network.
13.4.
Cadwell contracts with an independent organization to periodically review its Software for security flaws. Each review covers common software and business process vulnerabilities, including third-party components and libraries. Cadwell will track all security issues uncovered during the Software development lifecycle, whether design, implementation, testing, deployment or operational issues. The risk associated with each security issue will be evaluated and documented by Cadwell, and Cadwell will implement a fix, patch, or other measure to remedy the issue after discovery.
14. Intellectual Property.
“Intellectual Property Rights” means patent, copyright, trademark, trade secret, and any other intellectual property rights. Cadwell and its suppliers retain all rights, title, and interest in and to the Intellectual Property Rights in the Products and any updates, upgrades, or derivative works thereof, including Product designs, specifications, documentation, configurations, and Software. Customer does not acquire any Intellectual Property Rights in the Products.
15. Confidentiality.
Each party agrees to hold the other party’s business, technical, and proprietary information, including Product pricing (“Confidential Information”) in strict confidence and to treat such Confidential Information with the same degree of care with which it would treat its own confidential information of a like nature, and in no case with less than a reasonable degree of care. Each party will use such information only in connection the provision of Products by Cadwell to Customer and will not disclose such information except as required by law. Each party will limit disclosure of such Confidential Information to those of its employees and contractors who have a need to know the information and are bound by confidentiality obligations as regards the Confidential Information that are no less stringent than those stated herein. Upon request by a party, the other party will return the party’s Confidential Information. A party’s Confidential Information will not be deemed to include information that: (i) is or becomes generally known to the public through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third-party without restriction on disclosure; or (iv) is independently developed by the other party without use of or reference to the disclosing party’s Confidential Information.
16. Medical Device Products.
16.1.
Certain Cadwell Products may be classified as medical devices. Customer will maintain product traceability records to ensure that all medical device Products can be promptly located, identified, and accounted for in the event of a field action, recall, or corrective action.
16.2.
Customer will notify Cadwell without delay upon becoming aware of any potential medical device Product issue, adverse event, or regulatory inquiry related to the safety, effectiveness, or performance of the medical device Product. Cadwell is responsible for coordinating all regulatory reporting obligations.
16.3.
Customer will cooperate with Cadwell and relevant regulatory agencies in connection with any medical device Product recall, market withdrawal, field safety corrective action, or other regulatory action concerning the medical device Product.
17. Miscellaneous.
17.1. Notice.
All notices permitted or required under this Agreement must be delivered in writing by personal delivery or delivery by professional courier. Such notice will be effective upon receipt. All notices sent by Cadwell will be sent to the address to which Cadwell regularly invoices Customer or, at Cadwell’s election, to Customer’s address set forth in the Quote. All notices sent by Customer must be sent to the Cadwell address set forth in the Quote, Attn: Legal. An address for notice may be changed by giving written notice of such change in the manner provided above.
17.2. Entire Agreement.
This Agreement represents the entire understanding of the parties with respect to the subject matter of the Agreement, and supersede all prior or contemporaneous agreements, representations, or understandings, written or oral, explicit or implied, concerning the subject matter of the Agreement. The Agreement may not be modified except in a writing signed by a duly authorized employee of Cadwell and Customer.
17.3. Construction.
The Agreement shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either party.
17.4. Relationship; Third Party Beneficiaries.
The parties are independent contractors, and the Agreement does not constitute a partnership, agency, joint venture, or employment relationship. Nothing in the Agreement gives one party the right, power, or authority to bind the other. The Agreement do not create any right in, or inure to the benefit of, any third parties.
17.5. Default; Remedy.
In the event of default, Cadwell may pursue any remedies at law or equity, including without limitation, declaring any amount outstanding due immediately, or without any further notice to Customer, Cadwell may retake possession of the Products securing the sale.
17.6. Assignment.
Customer may not, without Cadwell’s prior written consent, assign, delegate, pledge, or otherwise any of its rights or obligations under the Agreement, whether voluntarily or by operation of law, including by way of sale of assets, merger, or consolidation. Any purported assignment, transfer, delegation, or other disposition by Customer will be null and void. Subject to the foregoing, the Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
17.7. No Waiver.
The failure of a party to enforce at any time any provision hereof will not be construed to be a waiver of such provision or of the right of the party thereafter to enforce each such provision, nor will any single or partial exercise of any right or remedy hereunder preclude a party from any other or further exercise thereof or the exercise of any other right or remedy.
17.8. Security Interest.
Customer has no right to sell, lease, or otherwise dispose of the Products until Customer has paid for such Products in full. Customer grants Cadwell a security interest in the Products until Customer has paid the full purchase price for such Products. Customer promises to keep the Products in good repair while Cadwell retains a security interest in the Products.
17.9. Indemnification.
Customer agrees to defend, indemnify, and hold Cadwell harmless from and against all costs, liabilities, and expenses, including reasonable attorneys’ fees, arising from third party claims or actions arising out of Customer’s negligent or willful use of the Products.
17.10. Limitation of Liability.
CADWELL’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL PRICE ACTUALLY PAID BY CUSTOMER FOR THE PRODUCTS COVERED BY THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH CADWELL WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
17.11. No Indirect or Consequential Damages.
CADWELL WILL NOT BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH THE PRODUCTS, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, OR COST OF SUBSTITUTE PROCUREMENT, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF CADWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.
17.12. Force Majeure.
The term “Force Majeure” means a strike, lockout, riot, civil unrest, war, pandemic, act of terrorism, insurrection, fire, flood, windstorm, explosion, natural disaster, government action or inaction, act of God or public enemy, Customer’s (or any of Customer’s employees, agents, or representatives) actions or omissions, delays of suppliers or subcontractors, or any other event or circumstance that is beyond Cadwell’s control. Cadwell will not be responsible for any delay or non-performance of its obligations to the extent and for such periods of time as such delay or non-performance is affected by Force Majeure.
17.13. Severability.
If any provision of the Agreement is found unenforceable, the remainder will be enforced as fully as possible and the unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein.
17.14. Governing Law; Jurisdiction.
The Agreement will be governed by the laws of the State of Washington, without giving effect to choice of law or conflict of law rules or provisions (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Washington. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the courts located in Benton County, Washington, and the parties agree and submit to the exclusive jurisdiction and venue of such courts.
17.15. Dispute Resolution.
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement (“Dispute”), the parties will endeavor in good faith to resolve the Dispute through reasonable negotiations. If the parties fail to resolve the Dispute within a reasonable amount of time, the parties will settle the Dispute through binding arbitration, by a single arbitrator, in Benton County, Washington, under the rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The substantially prevailing party in such arbitration will be entitled to recover costs, including attorney’s fees, as part of the award.
17.16. Time Limit on Customer Commencing Legal Actions.
Customer must commence any Dispute within one (1) year from the date the Dispute first occurred or shall be barred from bringing such a Dispute thereafter.
17.17. Injunctive Relief.
The parties acknowledge that certain breaches may result in damage not adequately redressed by monetary damages and legal remedies alone. Accordingly, if either party discloses or threatens to disclose the other party’s Confidential Information or breaches any provision of this Agreement regarding Intellectual Property Rights, that non-breaching party is entitled to seek injunctive and other equitable relief, including, without limitation, preliminary and permanent injunctions and specific performance, without the requirement of posting bond.
17.18. Compliance with Laws.
Each party will comply with all federal and state laws, ordinances, regulations, and codes applicable to the Products and the party’s performance under the Agreement including applicable data privacy laws and regulations. Cadwell will use patient health information only in connection with Service performed under the Agreement or as otherwise authorized data privacy laws and regulations or the Customer.
17.19. Suspended or Debarred Parties.
Each party represents, warrants and covenants that it, including its consultants and agents and its and their officers, directors, and employees, are not debarred, suspended, or proposed for debarment by any agency or department of the U.S. Government or otherwise declared ineligible by any agency or department of the U.S. Government for award of contracts or subcontracts. Each party will provide the other immediate written notice if the preceding representation becomes untrue.
17.20. Access to Books and Records.
To the extent required by Section 1395x(v)(1)(I) of Title 42 of the United States Code and 42 CFR 420.302, if requested in writing by the Secretary of HHS, by the U.S. Comptroller, or by an authorized representative of either of them, Cadwell will make available a copy of the books, documents, and records necessary to certify the nature and extent of the costs of the services provided by Cadwell to Customer. Cadwell will continue to make those items available for four years after Cadwell furnishes the final Products under the Agreement. Cadwell further agrees that in the event it carries out any of its duties for Customer through a subcontract with a related organization with a value or cost of $10,000.00 or more over a 12 month period, such subcontract will contain a provision requiring the subcontractor to make available until the expiration of four years after the furnishing of subcontracted services upon written request of the Secretary of HHS, the U.S. Comptroller, or an authorized representative of either of them, a copy of such subcontract and such books, documents, and records of the subcontractor as are necessary to verify the nature and extent of the subcontracted services.
17.21. Export Controls.
Customer acknowledges that export and re-export of the Products is subject to compliance with US export control laws, including the Export Control Reform Act and its associated regulations. Customer will not export or re-export the Products, technical data, or documentation associated with the Products to any country or person to which export or re-export of such items is prohibited by such export laws.
Revision Date: 10.02.2025