IMPLANT TRUNK STOCKTERMS & CONDITIONS

ZGL agrees to deliver or cause to be delivered to SALES ASSOCIATE, and SALES ASSOCIATE agrees to accept from ZGL those PROSTHESES set forth on the front side of this agreement, and any replacement PROSTHESES, subject to the following terms and conditions:

1. ACCEPTANCE AND SALES – SALES ASSOCIATE, in consideration of said PROSTHESES being forwarded to it by ZIMMER, on consignment, agrees to accept, take delivery of, and use said PROSTHESES and to remit and pay to ZGL the appropriate contracted amount for replacement of any PROSTHESES.

2. RISK OF LOSS – SALES ASSOCIATE agrees to take care of all PROSTHESES consigned to it and assumes full responsibility for any loss or damage to said PROSTHESES.

3. REMOVAL OR TRANSFER OF PROSTHESES– The PROSTHESES delivered to SALES ASSOCIATE shall not be pledged or encumbered in any way by the SALES ASSOCIATE, and further shall not be removed TRUNK STOCK without first obtaining written consent of ZGL, except such PROSTHESES as are used by SALES ASSOCIATE in its regular course of business. SALES ASSOCIATE agrees that it shall not sell a PROSTHESES delivered hereunder to any person or for any reason other than in connection with its delivery of hospital services to its patients without the prior written consent of ZGL.

4. TITLE TO PROSTHESES – The ownership of all PROSTHESES furnished under this agreement shall remain in ZIMMER until such time as said PROSTHESES are used.

5. STORAGE, AND SHIPPING – SALES ASSOCIATE agrees that it shall be responsible for the following:

a. To pay all expenses incidental to the safekeeping and use of the PROSTHESES supplied hereunderand to waive all claims against ZGL for such expenses;

b. To furnish proper storage and security for all PROSTHESES supplied hereunder; and

6. NOTICE OF USE – SALES ASSOCIATE agrees that it shall give notice to ZGL of the use of any PROSTHESES delivered hereunder within twenty-four (24) hours of such use by submitting a restocking order.

7. REPLACEMENT PROSTHESES – SALES ASSOCIATE may order replacement PROSTHESES, for PROSTHESES Implant,

by submitting a restocking order to ZGL. Replacement PROSTHESES shall be paid for in the manner set forth in paragraph 1. All reorders submitted to this agreement shall be subject to acceptance by ZGL.

8. TERMINATION AND MODIFICATION – This agreement may be terminated by either party upon thirty (30) days written notice to the other and return of all TRUNK STOCK. This agreement may be modified by ZGL upon thirty (30) days written notice to SALES ASSOCIATE. The SALES ASSOCIATE may only modify this agreement with the written consent of ZGL.

9. RETURNS – Unless otherwise agreed, in writing, all returns of PROSTHESES supplied hereunder shall be subject to ZGL’s Return TRUNK STOCK Policy.

10. INSPECTION AND INVENTORY – SALES ASSOCIATE hereby agrees to permit ZGL Inventory Department at their discretion to inspect and account for the PROSTHESES.

11. PRICE – SALES ASSOCIATE will be held responsible for the replacement of any damaged or lost PROSTHESIS at the appropriate contracted price.

Sales Associate Signature ______Date ______