Healthcare Purchase Order Agreement

HEALTHCARE PURCHASE ORDER AGREEMENT

Parties and Identifiers

Purchaser Name:

Supplier Name:

Purchase Order Number:     Effective Date:     Offer Expiration Date:

Goods and Services

The Supplier shall supply the goods and/or services described below in accordance with the terms and conditions of this Purchase Order Agreement. Delivery, inspection, acceptance, warranty, and regulatory compliance provisions in this Agreement apply to all line items.

Delivery, Inspection and Acceptance

Requested Delivery Date:     Inspection Period (days):

Supplier shall deliver goods in accordance with the schedule and shall provide all packing lists, certifications, and regulated-article documentation required by Purchaser. Purchaser shall have the right to inspect and either accept or reject goods within the stated inspection period. Rejected goods will be returned at Supplier's expense, and Supplier shall promptly replace or refund as directed by Purchaser.

Price, Payment and Invoicing

Payment Terms: Supplier shall invoice Purchaser after shipment and acceptance. Unless otherwise agreed in writing, payment shall be made Net 30 from Purchaser's receipt of a correct and undisputed invoice. Late payments may be subject to interest at the lesser of 1.5% per month or the maximum permitted by law.

Warranties, Regulatory Compliance, and Insurance

Supplier warrants that supplied goods and services shall conform to applicable specifications, be free from defects in material and workmanship, and be fit for the intended healthcare use for a minimum period of twelve (12) months from acceptance unless otherwise agreed in writing. Supplier shall comply with all applicable federal, state and local laws and regulations governing medical devices, pharmaceuticals, controlled substances, data privacy and patient safety, including maintaining required registrations and listings where applicable.

Supplier shall maintain insurance coverage customary for the industry, including product liability, commercial general liability, and professional liability as applicable, and shall provide certificates of insurance upon request.

Confidentiality and Data Protection

To the extent Supplier receives, accesses or processes protected health information or other confidential Purchaser data in connection with this Purchase Order Agreement, Supplier shall comply with applicable health information privacy and security laws and shall implement administrative, technical and physical safeguards to protect such information. Supplier shall not use or disclose protected health information except as permitted by the Agreement or required by law.

Supplier certifies that it will maintain compliance with applicable privacy and security requirements: Complies with applicable health information privacy and security laws and will execute required business associate agreements when applicable.

Indemnification and Limitation of Liability

Supplier shall indemnify, defend and hold harmless Purchaser, its officers, employees and agents from and against any claims, liabilities, losses or expenses arising out of Supplier's breach of this Agreement, negligence, willful misconduct, or failure to comply with applicable laws. Except for claims arising from Supplier's gross negligence, willful misconduct, or breach of confidentiality obligations, neither party's aggregate liability shall exceed the total amount paid under this Purchase Order for the items giving rise to the claim.

Change Orders, Cancellation and Termination

Any change to the scope, price, or schedule must be documented in a written change order signed by authorized representatives of both parties. Purchaser may cancel this Purchase Order in whole or in part for convenience upon written notice; in such event Supplier shall be entitled to payment for conforming goods shipped and work performed up to the date of termination in accordance with documented costs reasonably incurred, subject to Purchaser's audit and mitigation obligations.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state specified by Purchaser in its commercial registration or as otherwise agreed in writing. Disputes shall be resolved first through good faith negotiations, and if unresolved, through binding arbitration or litigation as elected by Purchaser consistent with applicable law.

Acceptance of this Purchase Order Agreement is expressly limited to the terms stated herein. Supplier's written acknowledgment, shipment of goods, or performance of services shall constitute acceptance of the Purchase Order and these terms. Any additional or conflicting terms proposed by Supplier are objected to and are of no effect unless expressly agreed in writing by Purchaser.

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