Bill of Sale_Supplies.docx

SUPPLIES BILL OF SALE

THIS SUPPLIES BILL OF SALE (this “Agreement”), effective [Month dd, 2026] (the “Effective Date”), by and between ROSWELL PARK CANCER INSTITUTE CORPORATION d/b/a ROSWELL PARK COMPREHENSIVE CANCER CENTER, a New York public benefit corporation with its principal offices at Elm and Carlton Streets, Buffalo, New York 14263 (the “Seller”), and [BUYER’S NAME’, a [State] [type of company] with its principal offices located at [Address] (the “Buyer”).

WHEREAS, Seller owns and wishes to sell the Supplies (as defined below); and

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Supplies subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Supplies described in Exhibit A (the “Supplies”).

2. The purchase price for the Supplies is [dollar amount] ($ USD) (the “Purchase Price”) payable by Buyer to Seller on or before [MM DD, YYYY].

3. Upon receipt of the Purchase Price, Seller conveys good title to the Supplies to Buyer, free of all liens, claims and encumbrances of any kind, arising by or through Seller, by delivery of written notice of same to Buyer. This is Seller's sole warranty.

4. The Supplies is delivered and sold to Buyer AS IS, WHERE IS, WITH ALL FAULTS. Seller makes no other warranty of any kind, express or implied. ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SELLER AND EXCLUDED.

5. Buyer has examined the Supplies, is familiar with its condition, and acknowledges that Buyer is not relying upon any representation or statement of Seller concerning the nature or the condition of the Supplies, or its compliance with any applicable laws.

6. Buyer or a competent contractor acceptable to Seller shall be responsible for removing the Supplies from Seller’s facility and delivering to Buyer’s facility, all at Buyer’s sole cost. Seller shall not be responsible for any damage to the Supplies occurring during the removal of the Supplies or at any point thereafter. Buyer or its outside contractors will perform the removal of Supplies in a lawful and workmanlike manner and in compliance with any Seller policies. Provided that Seller has paid the Purchase Price pursuant to Section 2, Buyer shall remove the Supplies from Seller’s facility no later than April 12, 2024.

7. The risk of loss and the right of possession shall pass to Buyer upon execution of this Agreement. Title will pass to Buyer upon payment of the Purchase Price to Seller.

8. In consideration of the foregoing and other good and valuable consideration, Buyer (including its employees, contractors, agents, successors and assigns) hereby releases, and agrees to defend, indemnify and hold harmless, Seller and its affiliates and their employees and representatives ("Indemnitees") from any claims or suits against, and costs, damages, losses or expenses incurred by, the Indemnitees for:

(a) Personal injury, death or property damage arising out of Buyer's entering Seller's premises and removing the Supplies or related to Buyer's possession or use of the Supplies after consummation of the sale transaction.

(b) Personal injury or property damage to any person, including Buyer and Seller or their agents or employees, occurring as a direct or indirect result of Buyer's or any subsequent owner or operator’s use of the Supplies or the presence of same on Buyer's premises or on the premises of any subsequent owner or operator thereof.

(c) The defense of any other claim of Buyer or Buyer's or any subsequent owner or operator of the Supplies or any other person related to the Supplies or this transaction.

(d) Any breach of this Agreement by Buyer and any enforcement of this Agreement against Buyer or any other person.

Buyer will pay all costs, damages, losses and expenses (including reasonable attorney's fees and costs) incurred by the Indemnities for which Buyer indemnifies Seller hereunder and will pay any award with respect to any such claim or agreed to in any settlement, provided that the Indemnitee notifies the Buyer of any claim or suits for which it claims indemnification hereunder, tenders the defense of the same to Buyer and reasonably cooperates in its defense or settlement. Buyer's indemnification hereunder extends to actions or omissions of its employees, contractors, agents, successors and assigns and shall not be assignable or transferable without written consent of Seller.

9. In the event of any breach of this Agreement and any enforcement of this Agreement in a legal action, the prevailing party in such legal action shall be entitled to reimbursement for its reasonable attorneys’ fees and other costs incurred in such legal action from the non-prevailing party. The court in such a legal action will determine whether and which party prevailed in the legal action and may decide that neither party prevailed in the legal action.

10. This Agreement contains the complete final agreement between Buyer and Seller concerning its subject matter. Reference to any communications from Buyer shall not affect the terms and conditions hereof, and no other agreement or purchase order of Buyer in any way modifying any of said terms and conditions will be binding upon Seller unless made in writing and signed by Seller's authorized representative.

11. From and after the Effective Date of this Agreement, Buyer assumes the entire responsibility for compliance with all laws, ordinances and governmental regulations affecting the installation, operation, use, possession or disposition of the Supplies, and Buyer is solely responsible for all sales or other taxes, duties, license fees or charges of whatever nature assessed upon or related to the sale, transportation, use, ownership, insurance, possession, maintenance, repair, replacement or disposition of the Supplies in this transaction.

12. This Agreement and any dispute arising under this Agreement shall be governed by the laws of the State of New York, without reference to its conflicts of laws provisions, and venue for any matter relating to the subject of this Agreement shall exclusively be in the State or Federal courts located in Erie County, New York.

IN WITNESS WHEREOF, the parties hereto executed this Agreement as of the Effective Date.

EXHIBIT A

SUPPLIES

Accu-Chek Inform II Test Strips - Lot 480832, Expiration Date 8/31/2027

$ TBD

6ccu-Chek

20 Kits Accu-Chek Inform II controls - Lot 26700548, Expiration Date 1/27/2028

$ TBD