Fill and Sign the Ent Supplier Form

Purchase Order with Terms and Conditions for Medical Supplies Name ___________________________________________ Address _________________________________________ Supplier ________________________________________ PO# ____________ Attention: _______________________________________ Ship To: ___________________________ Charge to: _______________________ ___________________________ _______________________ ___________________________ _______________________ ___________________________ _______________________ Customer Code: ______________________ Cancel Date: ______________ Dock Date: __________Ship Via ___________ FOB Terms ________________________________________ Rep Code ____________________ Item Part Number and Description UMQuantity Price Extension Order Total Terms of Purchase: The following terms shall be applicable to the Purchase Order 1. Acceptance Commencement of performance pursuant to this Purchase Order constitutes acceptance hereof by Supplier. If delivery dates cannot be met, inform Buyer in writing not later than _______ days from the date hereof of the Supplier's best possible delivery for acceptance. 2. Time of Delivery Buyer's production schedules are based upon delivery to the Buyer by the date specified on the face of this Purchase Order. Time is therefore the essence of this Purchase Order. If deliveries are not made at the time agreed upon, the Buyer reserves the right to cancel or to purchase elsewhere, and hold Supplier accountable therefore. 3. Independent Agreements The terms and conditions set forth herein shall not apply in any respect if a separate and complete agreement between Buyer and Supplier regarding the Goods and/or Services is in effect. 4. Quantities The specific quantity ordered must be delivered in full and not be changed without Buyer's prior written consent. Any different quantity without such consent is subject to Buyer's rejection and return at Supplier's expense. 5. Price The price for each Good and/or Service shall be the price as shown for such Good and/or Service indicated on the face of this Purchase Order. Any change in price without Buyer's prior written consent is expressly rejected. No additional charges of any kind, including charges for boxing, packing, cartage or other extras will be allowed except with Buyer's prior written consent. 6. Payment Unless otherwise agreed, payment shall be due net ________ days from the date of delivery plus _________ days, or from the date of receipt of correct invoice, whichever date is later. Unless otherwise agreed, Buyer shall be entitled to a ________percent (______%) discount off payments remitted within ________ (15) calendar days from the date of delivery of the Goods or performance of Services, or from the date of receipt of correct invoice, whichever date is later. 7. Taxes Except for state sales and use taxes, the price for the Goods and/or Services includes all taxes, fees, and charges that may be imposed with respect to the purchase of the Goods and/or Services. 8. Delivery Time is of the essence in the performance of this Purchase Order, and any delay in delivery shall constitute a material breach. Title shall transfer to Buyer upon delivery of the Goods to Buyer. Unless otherwise agreed, shipment of the Goods shall be FOB destination with Supplier bearing the risk of loss and cost of delivery. 9. Invoicing All packages, packing slips and invoices must be plainly marked with the Purchase Order number shown on the face of this Purchase Order and such other information as Buyer may request from time to time. Supplier shall state separately on its invoice the amount of state sales and/or use tax applicable to the sale of Goods and/or Services. 10. Inspection Buyer is entitled to inspect the Goods and/or Services (including the performance of tests) before or after receipt and reject them for failure to conform to this Purchase Order, regardless of whether any payment has been made by Buyer, whether the nonconformity substantially impairs the value of the Goods and/or Services, or whether the nonconformity may be cured by Supplier. Buyer has the right upon reasonable notice to enter Supplier's facilities to inspect the production of Goods and/or performance of Services, without precluding subsequent inspection and rejection of Goods and/or Services. If the inspection discloses, in Buyer's good faith opinion, that Supplier's ability to meet the requirements of this Purchase Order is questionable, Buyer may treat such circumstance as a material breach and terminate this Purchase Order without liability to Supplier. If Goods tendered pursuant to this Purchase Order are nonconforming, Buyer may return all of the Goods to Supplier, at Supplier's expense, for first priority repair, replacement or a refund at the election of Buyer. 11. Independent Parties Agents, employees, or other persons selected or directed by Supplier to perform this Purchase Order shall not be agents or employees of Buyer, whether or not a separate charge is made for their services. Supplier agrees to indemnify, defend and hold harmless Buyer from and against any claims arising out of the acts of Supplier, its employees, agents or contractors and against liability for taxes in connection with the services performed by Supplier, its employees, agents or contractors. 12. Insurance Any insurance purchased by Supplier to cover loss or damage to the Goods in transit to Buyer shall be solely at Supplier's expense. If Supplier is performing Services, Supplier shall maintain a reasonable amount of insurance covering the risks associated with such Services, and upon request name Buyer as an additional insured and provide evidence of the same to Buyer. 13. Changes Buyer is entitled, at any time, to change the specifications for the Goods and/or Services or any other matters relating to performance of this Purchase Order; provided that the price and/or delivery schedule may be equitably adjusted with Buyer's prior written consent to reflect additional costs and/or schedule adjustments required by the changes. Any claim for adjustment is waived unless made in writing within ________ days after receipt of Buyer's written change order. Supplier shall not make any change or deviation to Goods and/or Services covered specifically by this Purchase Order, except with Buyer's prior written consent. Upon approval by Buyer, Inc. of the initial design, any process changes, design changes or deviations considered by Supplier must be submitted to Buyer in writing for review. If changes are submitted for approval, the information submitted must include a complete description of the change and the effect the change will have on all characteristics of the product. Upon request, Supplier shall submit samples of the proposed product for evaluation and approval by Buyer. 14. Suspension of work. Buyer may, at any time, direct Supplier to suspend all or any part of the work for not more than _______days. In the event of a suspension, Buyer may, in its discretion, reimburse Supplier for reasonable and actual additional costs incurred solely and directly as a result of the suspension, provided that a detailed claim with supporting documentation of such costs is submitted to Buyer within ____ (____) days after the end of the suspension. Supplier agrees to provide Buyer a good faith estimate of suspension costs upon request. 15. Warranty specifications Supplier warrants that the Goods and/or Services will be in exact accordance with the specifications, drawings and other instructions attached to this Purchase Order or to which Buyer and Supplier subsequently agree in writing. Further, Supplier warrants that the Goods and/or Services will be free from defects in materials, workmanship and design (except to the extent such defective design is attributable to Buyer). This warranty shall not be deemed waived by Buyer's acceptance of or payment for the Goods and/or Services. 16. Compliance with law Supplier represents and warrants that the Goods and/or Services were not manufactured or performed, and are not being sold or priced, in violation of any federal, state, or local law, executive order, or administrative ruling. Without limiting the generality of the foregoing, Supplier represents and warrants that it complies with the following provisions of federal law which are hereby incorporated by reference into this Purchase Order:  the Federal Food, Drug and Cosmetic Act, as amended, and all applicable regulations and Executive Orders issued thereunder;  the Civil Rights Act of 1964, as amended, and all applicable regulations and Executive Orders issued thereunder;  the Fair Labor Standards Act, as amended, and all applicable regulations and Executive Orders issued thereunder;  FAR [48 C.F.R.] 52.222-26 and 41 C.F.R. 60-1.4, relating to Equal Opportunity;  FAR 52.222-35 and 41 C.F.R. 60-250.5, relating to Affirmative Action for Disabled Veterans and Vietnam Veterans;  FAR 52.222-36 and 41 C.F.R. 60-741.5, relating to Workers with Disabilities; and  FAR 52.222-41, relating to the Service Contract Act, as amended. 17. Indemnification Supplier agrees to indemnify, defend, and hold harmless Buyer from and against any and all claims, costs, damages, judgments, losses and expenses (including attorneys' fees) incurred or resulting directly or indirectly by or to Buyer as a direct or indirect result of the breach of any representation or warranty made by Supplier herein. 18. Intellectual Property Protection and Rights Supplier warrants that the Goods (including but not limited to software) do not infringe upon any third party's intellectual property, including patents, copyrights, trademarks or trade secrets, and that Supplier has all necessary rights to sell or license the Goods. Supplier agrees to indemnify, defend and hold harmless Buyer, its successors, assigns, customers, and users of its products from and against all claims, costs, damages, judgments, losses and expenses (including attorneys fees) arising from the infringement or alleged infringement of any such intellectual property in connection with such Goods, unless infringement occurs solely as a result of the incorporation of specifications provided by Buyer. 19. Ownership And Use All ideas, inventions, copyrightable subject matter (including computer or other electronic data files, drawings, and other materials), and other items prepared by Supplier or arising specifically in connection with this Purchase Order (including tooling), and all items furnished by Buyer, shall be the property of Buyer and no reproductions or property interest shall be retained by Supplier. To the extent allowed by law, copyrightable subject matter created by Supplier shall be deemed "work made for hire." In all cases, Supplier agrees to assign and hereby assigns its rights in all such ideas, inventions, copyrightable subject matter and items to Buyer. Such items shall only be used for the benefit of Buyer and shall not be disclosed to any other party. Such property while in Supplier's custody shall be at Supplier's risk and shall be returned to Buyer in the same condition as received, ordinary wear and tear excepted. 20. Confidentiality Supplier may not disclose to any third party (other than a government or judiciary body, as required by law), or use to the detriment of Buyer, the existence or details of this Purchase Order or any agreement or arrangement with Buyer, or any information Supplier receives or learns about Buyer in connection with or as a result this Purchase Order, except as is necessary to perform this Purchase Order. 21. Electronic Data Interchange As used in this Purchase Order, the term "Electronic Data Interchange" or "EDI" shall be broadly construed to include and encompass internet-based and traditional EDI systems. Supplier and Buyer agree that communication utilizing EDI pursuant to applicable law ____________________ (write the applicable law) shall be permitted under this Purchase Order and shall be legally effective and enforceable. Supplier and Buyer shall each adopt an electronic identification consisting of symbol(s) or code(s) that will be included in each EDI communication. Transmission of an EDI communication including such symbol(s) or code(s) will verify the identity of the party originating the communication. EDI communications will be deemed received when accessible and legible to the receiving party. Supplier shall institute and adhere to security procedures to ensure that all EDI communications are authorized and to ensure that all business records and data are protected against loss, alteration, destruction, or access by unauthorized parties. 22. Software licenses If software is licensed under this Purchase Order, except as explicitly agreed to the contrary by Buyer in writing, the license is worldwide, perpetual, royalty-free and granted in favor of Buyer and its affiliates, which may make a reasonable number of copies of the licensed software. A Buyer affiliate is an entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, Buyer. Control shall mean owning or having the right to exercise fifty percent or more of the voting power of the entity. Supplier represents and warrants that there is no unauthorized code in any of the hardware or software supplied by Supplier and that any support/maintenance by Supplier will not introduce unauthorized code into the hardware or software. Unauthorized code means any virus, trojan horse, worm or other software routines designed to permit unauthorized or undocumented access, to disable, erase or otherwise cause harm to software, hardware or data. 23. Termination Buyer may terminate all or any part of this Purchase Order without cause by providing Supplier at least ten (10) calendar days' notice in advance of the effective termination date. In the event of termination by Buyer without cause, Buyer's liability shall be limited to the price of, and Supplier shall deliver to Buyer, Goods and/or Services scheduled for delivery and/or performance during the period ending on the effective termination date. Buyer shall not be liable to Supplier for any damages, costs or charges in respect of such termination without cause. Supplier hereby waives any right that it may have to specific performance under this Purchase Order. Buyer may immediately terminate upon notice all or any part of this Purchase Order without obligation to Supplier upon the occurrence of any of the following causes: (a) a material breach of any term of this Purchase Order by Supplier, including, but not limited to, untimely shipment of Goods, or shipments of Goods which do not conform to this Purchase Order, (b) the filing by or against Supplier of any insolvency of bankruptcy proceedings or proceedings for reorganization, receivership or dissolution; or © any material adverse change in the condition of Supplier, which Buyer in good faith believes to impair the likelihood that Buyer will receive timely and full performance of this Purchase Order. 24. Limitations Any actions or claims by Supplier under this Purchase Order for breach, nonperformance or otherwise shall be commenced within twelve (12) months after the occurrence giving rise to the action or claim. 25. Waiver Buyer's rights hereunder may not be waived except by written instrument signed by an authorized agent. Buyer's waiver of a breach of this Purchase Order in one instance shall not be deemed a waiver with respect to any other breach. 26. Successors; Assigns This Purchase Order shall be binding upon the representatives, successors and assigns of the parties; provided that Supplier may not assign this Purchase Order in whole or in part without the prior written consent of Buyer and any such purported assignment shall be void. 27. Applicable Law; Jurisdiction The terms and conditions of this Purchase Order and the resolution of any disputes arising out of it shall be governed by and interpreted in accordance with the laws (without giving effect to conflicts of law principles) of the State of _____________. The parties agree to submit to the jurisdiction of the courts of _____________ for all matters relating to this Agreement. 28. Marking All merchandise on this order will be marked conspicuously, legibly, and permanently in English with the country of origin of the goods. 29. Notice Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return receipt requested) to the respective Party as follows: If to the Buyer: __________________________________________ __________________________________________ __________________________________________ If to the Supplier: __________________________________________ __________________________________________ __________________________________________ 30. Severability Whenever possible, each provision of this Purchase Order will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Purchase Order is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Purchase Order will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein. 31. Entire Agreement This Purchase Order constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties. No modification, alteration, amendment, change or addition to this Rental Agreement shall be binding unless contained in a writing signed by both parties. Witness my signature this _____ day of _____________, 20_____. ____________________________________ (Printed Name & Signature of Buyer)