These Minerva Surgical, Inc. (“Minerva,” “Minerva Surgical,” or “Company”) Standard Terms and Conditions (“Standard Terms”) govern the purchase of Minerva products (“Products”) by Customer from Minerva. ALL SALES OF PRODUCTS TO THE CUSTOMER AND CUSTOMER’S USE THEREOF ARE EXPRESSLY CONDITIONED ON CUSTOMER’S ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS. MINERVA SURGICAL WILL NOT BE BOUND BY ANY TERMS OF CUSTOMER’S PURCHASE ORDER THAT ARE INCONSISTENT WITH THE TERMS HEREIN. THESE TERMS MAY ONLY BE AMENDED OR WAIVED BY A WRITING SIGNED BY MINERVA SURGICAL.

1. PURCHASE. Customer shall purchase the Products from Minerva at the pricing provided to Customer by Minerva.
2. SHIPPING. Products shall be delivered F.O.B. Point of Origin to Customer’s specified destination. Customer shall pay for shipping with freight prepaid and added to the invoice. Customer shall send all purchase orders to customerservice@minervasurgical.com. Unless otherwise specified on the face of Minerva Surgical’s quote or order acknowledgement, shipment may be made by Minerva Surgical by any reasonable method it may choose. All shipment dates are approximate. All Products will be packed in Minerva’s standard packaging. Once Customer’s purchase order(s) are accepted by Minerva Surgical, shipments cannot be cancelled or rescheduled. Customer shall be deemed to accept the Products upon delivery.
3. SECURITY; RISK OF LOSS. The Products covered hereby shall be subject to a security interest of Minerva Surgical until fully paid for in collected funds and Customer agrees until such full payment is made that Minerva Surgical may take all action which may be necessary to perfect that security interest, including the filing of financing statements. Risk of loss and title of the Products shall pass to Customer upon delivery to carrier F.O.B. point of shipment. Claims for loss or damage in transit should be made promptly and directly to the carrier, and Minerva Surgical will have no liability for such loss or damage. Company shall not be liable for loss, damage or delay resulting from causes beyond its reasonable control, including but not limited to acts of God, fire, terrorism, war, epidemic, pandemic, industry allocation or inability to obtain necessary labor or materials or break down of manufacturing facilities. In the event of delay due to any such cause, shipment date shall be postponed to such time as may be reasonably necessary. Any claims for shortages or errors in shipment caused by packing error and not the carrier must be filed with Minerva Surgical within 30 days of receipt of shipment.
4. INSPECTION PERIOD AND RETURNS. Customer may return Product to Company for 100% credit within ten (10) days of Customer’s receipt if any of the following conditions are met: (a) Product shipped by Company in error, (b) Product is damaged during transit, packing or crating, (c) Product does not materially perform to specifications provided by Company or industry standards required by the FDA, or (d) Product is outdated or expired when delivered to Customer. Customer must have documentation of the Product’s original purchase by Customer. The defective or erroneous Product shall be returned with a Minerva-generated Return Authorization Number. Minerva will ship a replacement Product using ground shipping. Customer may elect to pay for expedited shipping. Should the Products need to be returned, Customer will contact the Minerva Surgical Customer Service Department or an Authorized Representative for instructions and a Return Good Authorization Number (RGA #). Carefully clean and repackage the Product appropriately and return it, adequately insured and pursuant to provided instructions, to Minerva Surgical, Inc. or an Authorized Representative. Please include a note describing the defect(s), receipt showing proof of purchase, as well as a return address.
5. PAYMENT TERMS. Customer payments are due thirty (30) calendar days from invoice date. Products shall be invoiced as shipments are made. If shipments are delayed by Minerva Surgical, payments become due from the date Minerva Surgical makes shipment. Customer agrees to pay interest on all past-due invoices at Minerva Surgical’s standard late payment rate then in effect or the maximum amount allowed by law, whichever is less. Minerva Surgical reserves the right to change the prices and specifications of Products at any time without notice. Unless otherwise stated, terms of payment are net 30 days from date of invoice. Prices do not include any state or local property, sales, use or privilege taxes, or any export or import duties or taxes or the like. Customer shall pay or reimburse all taxes, duties, or other governmental charges required to be paid in respect of this transaction (excluding taxes based on the net income of Minerva Surgical). In the event Minerva Surgical is required to prepay any such tax or duty, Customer will reimburse Minerva Surgical.
6. TITLE. Company shall deliver to Customer actual and exclusive possession of the Equipment and Products. Legal title and ownership of Equipment and Products shall transfer to Customer upon payment in full by Customer. Company may provide Customer with new or refurbished Equipment. Company will deliver the Equipment, unpack the Equipment, and verify that each unit of Equipment is operating in accordance with its specifications and IFU. Company shall be responsible for removing any packing materials.
7. COMPLIANCE WITH LAW. Customer and Minerva each represent and warrant that it shall comply with all applicable federal and state laws and regulations, including, without limitation, the Federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b, any applicable “exceptions” or “safe harbors” under the Federal Anti-Kickback Statute with respect to the Standard Terms, and any state laws comparable to the Federal Anti-Kickback Statute. Both parties expressly acknowledge that the Federal Anti-Kickback Statute prohibits “illegal remuneration” as defined therein, in connection with the provision of goods or services for which payment is made in whole or in part under Medicare. It is the intention of the parties hereto that these Standard Terms shall in all respects comply with the Discount Safe Harbor, 42 C.F.R. § 1001.952(h) or the Statutory Discount Exception, 42 U.S.C. § 1320a-7b(b)(3)(A). Customer agrees that, if Customer is required to report its costs on a cost report, then (i) any discounts provided must be based on purchases of the same good bought within a fiscal year; (ii) Customer must claim the benefit in the fiscal year in which the discount is earned or in the following year; and (iii) Customer must fully and accurately report any discounts in applicable cost reports. Furthermore, Customer represents and warrants that it has independently determined that the Product is in the best interest of Customer’s patients. Customer agrees not to bill any third party, including payers or patients, for any Product samples received from Minerva at no charge.
8. CONFIDENTIAL INFORMATION. All information and documents disclosed or provided to Customer hereunder, and information specific to these Standard Terms and relating to pricing of the Products shall be deemed “Confidential Information.”  Customer shall not disclose such Confidential Information to any third party, or use such information for any purpose other than complying with obligations of these Standard Terms.
9. PROTECTED HEALTH INFORMATION. Minerva represents that it is not a Business Associate as defined in the Health Insurance Portability and Accountability Act (“HIPAA”). Nonetheless, the functions Company shall perform in connection with this Agreement may require the disclosure of Protected Health Information (“PHI”) from Customer to Company for purposes related to patient treatment or medical product quality and safety.
10. PATENTS, TRADEMARKS, ETC. No right to any trademark, trade name, patent, license, approval or copyrighted material is granted to Customer by Minerva Surgical except as noted on the face of Minerva Surgical’s quote or order acknowledgement. Minerva Surgical shall have no liability for infringement of any patents, trademarks, trade names, copyrights, trade dress, trade secrets, other industrial or intellectual property rights, or similar rights (hereinafter collectively referred to as the “Intellectual Property Rights”). Minerva Surgical makes no representation or warranty that the Products sold hereunder do not infringe the Intellectual Property Rights of third parties. If any Products are subject to a claim that they infringe the Intellectual Property Rights of a third party, Minerva Surgical may, in its sole discretion, procure for Customer the right to continue using those Products, replace or modify the Products so as to make them non-infringing, or offer to accept return of the Products and return the purchase price. THE FOREGOING PROVISIONS OF THIS PARAGRAPH SHALL CONSTITUTE MINERVA SURGICAL’S SOLE AND EXCLUSIVE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
11. LIMITED WARRANTY. Minerva warrants the original purchase of the Products shall be free of defects in material and workmanship when used as intended under normal surgical conditions and in conformance with their instructions for use and maintenance instructions during such Products’ shelf life as indicated on the label for each Product or if no shelf life is indicated, the longer of either a period of one year or the minimum period required by law.  The obligation of Minerva under this warranty shall be limited to the repair or replacement of the Products or component that failed to conform, at no charge, at the option of Company within one year from date of purchase, if examination shall disclose to the satisfaction of Company that the Products do not meet this warranty. Minerva does not make any warranty as to outcomes of any Product use; nor does Minerva warrant that the use of any Product will be uninterrupted or error-free. If a Product is repaired, replaced, or updated, the Warranty Period will not be extended. Without limiting the foregoing, the Limited Warranty will not apply if: the Product has been changed or modified in any manner other than as directly authorized by Minerva; Products are serviced or repaired by any person or entity other than Minerva or an individual or entity expressly authorized by Minerva to perform such service or repair; Product is damaged from a Force Majeure or other event beyond Minerva’s control; or damage results from negligence or improper use, including but not limited to improper storage or physical abuse. Minerva Surgical, Inc. neither assumes nor authorizes any other person to assume for it any other liability in connection with the sale of the Products.  ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. This warranty may not be assigned or transferred in any manner.
12. OWN USE. Customer represents and warrants that the Products are for Customer’s own use, and Customer will not resell the Products. Customer shall use the Products in compliance with all applicable laws and regulations.
13. INDEMNIFICATION. Company agrees to indemnify, defend and hold Customer harmless from any liability, loss, expense, cost, claim or judgment arising out of any claim for property damage, or personal injury or death where the Products are alleged to have caused or contributed to the damage, injury or death, provided that this indemnification does not extend to injuries, damages or death to the extent caused by the negligence, reckless disregard or intentional acts of Customer or any third party.
14. LIMITATION OF LIABILITY. Minerva shall at its election and expense replace any Products or any part thereof which does not comply with one or more of the warranties set forth in Section 11 above, provided that such Products or part was used in a proper manner, under normal conditions and in accordance with such directions for use as may be furnished by Company. The foregoing is Customer’s sole remedy, and Company’s sole liability, for breach of the foregoing warranties.  WHETHER OR NOT THE PRODUCTS HAVE BEEN DELIVERED BY COMPANY, IN NO EVENT SHALL COMPANY’S LIABILITY EXCEED THE PURCHASE PRICE FOR THE PRODUCTS. COMPANY SHALL UNDER NO CIRCUMSTANCES BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES ARISING OUT OF THIS TRANSACTION OR THE USE OR MISUSE OF THE PRODUCTS OR ANY PART THEREOF, WHETHER BASED UPON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY. WITHOUT LIMITATION, COMPANY SHALL HAVE NO LIABILITY TO CUSTOMER FOR ANY DAMAGE TO THIRD PARTIES ARISING OUT OF THE USE OR OPERATION OF THE PRODUCTS. THE REMEDIES OF CUSTOMER ARISING OUT OF THIS TRANSACTION OR WITH RESPECT TO THE PRODUCTS COVERED HEREBY SHALL BE LIMITED TO THOSE CONTAINED IN THESE TERMS AND CONDITIONS OF SALE EXCLUSIVELY AND IN LIEU OF ANY AND ALL OTHER REMEDIES, EXPRESS OR IMPLIED, WHETHER BASED UPON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.  CUSTOMER ACKNOWLEDGES THAT IT IS NOT RELYING ON SUPPLIER’S SKILL OR JUDGMENT TO SELECT OR FURNISH PRODUCTS OR DELIVERABLES SUITABLE FOR ANY PARTICULAR PURPOSE.  Customer waives all remedies unless a claim is made within the applicable warranty period.
15. GOVERNING LAW. These Standard Terms shall be governed by and construed in accordance with the laws of California. The parties agree that the federal and state courts located in California shall have exclusive jurisdiction in any suit or proceeding arising out of or relating to these Standard Terms or their subject matter.
16. TRIBUNAL. Minerva Surgical, at its sole option, may elect to have submitted to binding arbitration pursuant to the rules of the American Arbitration Association any disputes with Customer relating hereto. Customer agrees that the exclusive venue for any arbitration or litigation relating hereto shall be in Santa Clara County, California. Any federal or state court or arbitration panel sitting in Santa Clara County, California shall have personal jurisdiction over Customer in connection with any litigation or arbitration relating hereto and Customer consents to venue in such court or tribunal.
17. EXPORT CONTROL. Customer acknowledges that the Products covered hereby may be subject to export control laws and regulations of the United States of America. Minerva Surgical will have no obligation to sell or deliver the Products covered hereby until Customer has obtained all required export authorizations. Customer agrees that it will not use distribute, transfer, or transmit the Products covered hereby except in compliance with United States laws and regulations and the laws and regulations of any other jurisdiction.
18. ASSIGNMENT. Neither party may assign this Agreement without the express written consent of the other party, provided, however, that Company may assign this Agreement without Customer’s consent in the event of a change of control of Company, or sale of all or substantially all its assets to which this Agreement relates.

To the extent any provision of these Standard Terms and Conditions conflicts with a provision in a separate document relating to the same products that has been mutually agreed upon by Customer and Minerva, such provision in the separately agreed upon document shall govern.

Updated 03/27/2025