The following are Terms of Purchase between buyers (USOC Medical) and all Sellers of Goods and Services.
These Terms and Conditions of Purchase are incorporated by reference into any Vendor Agreement between USOC Medical and The Seller of any Goods, Merchandise or Services. The Purchase Order, together with this Terms & Conditions of Purchase, is referred to in this document as the “Purchase Order.” Whether a Purchase Order is defined as an offer, an acceptance or a confirmation, USOC Medical specifically conditions its purchase of the Goods on Seller’s consent to these terms, despite any difference, additions or conflicting terms contained in any terms proposed by Seller, whether before or after acceptance of a Purchase Order, and USOC Medical specifically objects to and rejects all other terms unless they are explicitly communicated and approved of in writing by an authorized Purchasing Manager of USOC Medical. The Purchase Order contains the entire agreement between the Buyer and Seller with respect to the purchase and sale of Goods and Services. No modifications or additions to the terms set out in the Purchase Order will be valid.
RECEIPT OF SHIPMENT:
If delivery is not made by the date indicated in this Order, Purchaser may, in addition to its other rights, cancel this order, without any liability whatsoever. If in order to comply with Purchaser’s required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting there from shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Purchaser.
All Goods delivered by the terms of this agreement are subject to final inspection and acceptance by Buyer. Acceptance shall not alter or affect the warranties of Seller specified in this agreement. Buyer may hold rejected Goods for Seller’s instructions and at Seller’s risk, or return them to Seller at Seller’s expense and require their correction or replacement. Seller shall promptly reimburse Buyer for damages sustained by Buyer, including freight costs, as a result of failure of Goods to conform to the provisions and specifications set forth in the Purchase Order.
Purchaser may delay delivery or acceptance due to causes beyond its control. Seller shall hold such goods at the direction of the Purchaser and shall deliver them when the cause affecting the delay has been removed. Purchaser shall be responsible only for Seller’s direct additional costs in holding the goods or delaying performance of this agreement at Purchaser’s request. Causes beyond Purchaser’s control shall include, but are not limited to, government action or failure of the government to act where such action is required, strike or other labor trouble, fire, unusually severe weather or any other unforeseen act of God.
CANCELLATION OF PURCHASE ORDER:
Buyer shall have the right to modify or cancel the Purchase Order or any part thereof, to refuse delivery of any Goods, and to return to, or hold for the account of Seller, any Goods already received by Buyer, upon Seller’s failure to make any delivery in accordance with the terms of the Purchase Order, or failure to comply with shipping and instructions of Buyer which include:
- The event that any Goods supplied by Seller do not meet specifications
- Any Goods are defective
- Any Goods are not satisfactory to Buyer
- Goods or Services not delivered by agreed upon time
- On account of any unforeseeable cause beyond the control of Buyer, including any act or demand of the United States or any act of God or of the public enemy, terrorists, fire, flood, strike, embargo, failure of usual means of transportation and any other case which in the judgment of Buyer may adversely affect the sale of any Goods by Buyer. Buyer, in its discretion and without cause, reserves the right to cancel the Purchase Order or any part of that Purchase Order, and Buyer’s maximum liability on account of such cancellation, to the Seller, shall be to pay only the agreed price for Goods that have been delivered as of the time the cancellation is effective. Buyer shall reimburse Seller its actual costs of materials and direct labor expended by its attempt to fulfill the Purchase Order prior to the cancellation in reasonable anticipation of fulfillment of the Purchase Order. Such costs are only considered that are absolutely not recoverable by Seller, provided that no allowance shall be made to Seller for any overhead or anticipated profit for undelivered Goods. Seller shall deliver to Buyer any inventory paid for by Buyer pursuant to the preceding.
Purchaser shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery.
Seller shall defend, assure and hold harmless Purchaser against all damages, claims or liabilities and expenses (including attorneys’ fees) arising out of or resulting in any way from any defect in the goods or services purchased within this agreement, or from any act or error of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Seller.
Seller expressly warrants that all goods or services furnished under this agreement shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship. Seller warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods or services, and that any goods will be adequately contained, packaged, marked, and labeled. Seller warrants that all goods or services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If Seller knows or has reason to know the particular purpose for which Purchaser intends to use the goods or services, Seller warrants that such goods or services will be fit for such particular