Terms of Service

1. ACCEPTANCE OF TERMS – Seller acknowledges and accepts the Terms of the PO by signing and returning it to SupplyLogic, LLC. dba SLWM, or by its performance under the PO Seller agrees to comply with PO Terms and any documents related thereto. Any other Terms different from or in addition to these Terms whether contained in any acceptance this, or accompanying any delivery or otherwise are rejected by SLWM. SLWM may update or modify these Terms and conditions from time to time in its sole discretion.

2. PRICE – The PO price is that shown in the PO. If no price is set forth with PO, the Goods will be billed at the price last quoted or at the prevailing market price, whichever is lower. SLWM may set off any amount owed at any time by Seller to Purchaser against any amount payable at any time by SLWM for this PO. No extra charges of any kind will be allowed unless specifically agreed to in writing by SLWM. All applicable taxes arising out of transactions contemplated by the PO will be borne by Seller except as otherwise specified by the parties in writing.

3. DEFAULT – Time is of the essence of this PO. Purchaser may by written notice of default to Seller (a) terminate all or any part of this PO if: Seller fails to perform within the time specified herein (or any extensions agreed to by SLWM in writing) or fails to perform any of the other provisions of this PO, or so fails to make progress as to endanger performance of this PO; and (b) secure goods or services similar to those so terminated. Seller will perform the PO the extent not terminated and will pay SLWM for any excess costs for such similar goods or services. In lieu of termination for default, SLWM, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, in which case for an equitable reduction in the PO price. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller will promptly notify Purchaser in writing. If Seller does not comply with Purchaser’s delivery schedule, Purchaser may require delivery by fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by Seller. The rights and remedies of Purchaser provided in this Section 3 are in addition to any other rights and remedies provided by the Uniform Commercial Code.

4. INVOICES AND PAYMENT – By accepting this Purchase Order, vendor agrees to all the Terms & Conditions which can be found at https://slwmco.com/terms as the same may be from time to time amended and unless expressly superseded or amended in writing by SLWM and Vendor through the SLWM Preferred Vendor agreement, or any other Vendor agreement with SLWM. All payments are made in US funds. All taxes shall be stated separately.

5. SHIPPING, PACKING – All Goods must be packed and shipped as specified by SLWM. Seller shall package the goods so as to avoid any damage in transit. If Purchaser does not specify the manner of packing shipment, route or carrier, Seller shall ship the goods at the lowest possible transportation rates to meet the PO delivery schedule.

6. INSPECTION – All goods and services will be subject to inspection by SLWM and its customer at all times and places, including the period of manufacture and in any event prior to final acceptance. Failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve Seller from responsibility for such Goods not in accordance with this PO nor impose any SLWM liability. Purchaser’s payment for the goods shall not constitute its acceptance of the goods. Goods rejected and goods supplied in excess of quantities ordered may be returned to the Seller at its expense. Payment, if any, made for any good rejected hereunder shall be promptly refunded by Seller. Seller will provide and maintain an inspection and process control system acceptable to Purchaser and its customer covering the goods and services ordered. Records of all inspection work by Seller will be kept complete and available to Purchaser and its customer during the performance of this PO and for five (5) years after Seller’s PO completion. If any of the Goods are defective, or otherwise not in conformity with the PO requirements, including, then SLWM, in addition to such other rights and remedies it may have by contract or by law or equity, at its sole discretion may reject and return such goods at Seller’s expense, require Seller to inspect the goods and remove nonconforming goods and/or require Seller to replace nonconforming goods or services with conforming goods or services at Seller’s expense.

7. WARRANTIES – Seller represents and warrants that (a) Seller will convey clear title to SLWM, (b) all services (i) are performed in accordance with the highest industry standards, (ii) are free from all defects, (iii) do not and shall not breach, conflict with, or constitute a default under any agreement, instrument, or federal or state law or regulation or infringe upon any patent, trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity (iv) are fit for the particular purposes for which they are acquired and are provided in strict accordance with the specifications or other requirements (including performance specifications) approved or adopted by Purchaser, and (c) all Goods sold will be of merchantable quality, free from all defects in design, workmanship and materials, not infringe upon any patent, trademark, trade name, service mark, copyright or other proprietary right of any person or entity, and fit for the particular purposes for which they are purchased and that the Goods are provided in strict accordance with the specifications, samples, drawings, designs or other requirements (including performance specifications) approved or adopted by SLWM. SLWM’s inspection or acceptance of the Goods shall not affect Seller’s obligations under these warranties. Seller shall replace or correct, at SLWM’s option defects of any Goods not conforming to these warranties. If Seller fails to correct defects in or replace nonconforming goods within ten (10) days from the date the Purchaser notifies Seller of the defect or defects, Purchaser may, upon ten (10) days prior written notice to Seller, either (i) make such corrections or replace such goods and charge Seller for all costs incurred by Purchaser, or (ii) revoke its acceptance of the goods in which event Seller shall be obligated to refund the purchase price and make all necessary arrangements, at Seller’s costs, for the return of the goods to Seller. All warranties of Seller herein or which are implied by law shall survive any inspection, delivery, acceptance or payment by SLWM. Any attempt by Seller to limit, disclaim, or restrict these warranties or any remedies of Purchaser, by acknowledgment or otherwise, in accepting or performing this PO, will be null, void, and ineffective without SLWM’s written consent.

8. CHANGES – SLWM may make changes to this PO, including changes to quantities, methods of shipment or packing and delivery schedules or locations of delivery. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under this PO, an equitable adjustment will be made in the contract price or delivery schedule, or both, and this PO will be modified in writing accordingly.

9. CONFIDENTIAL OR PROPRIETARY INFORMATION – Any knowledge or information which the Seller will have disclosed or may later disclose to SLWM, and which in any way relates to the goods or services covered by this PO will not, unless otherwise specifically agreed to in writing by SLWM, be deemed to be confidential or proprietary information, and will be acquired by SLWM, free from any restrictions. Seller will keep confidential any technical, process, economic, or other information derived from drawings, specifications and other data furnished by SLWM in connection with the PO (in whatever form or format) and will not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining Purchaser’s prior written consent. Vendor accepts full responsibility for compliance with all applicable laws in connection with Services requested including, but not limited to, compliance with HIPAA, Medicare rules and regulations, and the federal Anti-Kickback statute.

10. COMPLIANCE WITH LAWS – Seller represents and warrants that all Goods supplied hereunder will be produced in compliance with the applicable provisions of all federal, state, or local laws or ordinances and all related lawful orders, rules and regulations. Seller will also comply with any provisions, representations or agreements, or contractual clauses required to be included or incorporated by reference or operation of law in any PO.

11. INDEMNIFICATION – Seller shall indemnify and hold SLWM and its affiliates from and against any or all claims, demands, litigation or proceedings of whatever kind, including all direct, indirect, incidental or consequential damages relating to, arising out of, the Goods and/or services, the design, manner of preparation, manufacture, construction, completion, or delivery or non-delivery of any goods and/or services by Seller, any breach by Seller of any of its obligations hereunder. Seller shall, upon request, pay or reimburse SLWM or any other party entitled to indemnification hereunder for all costs and expenses, including attorneys’ fees, as incurred by SLWM or such other party in connection with any such claim, demand, litigation, proceeding, loss or damage. SLWM’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS PO IS LIMITED TO THE AMOUNT PAID BY SLWM FOR THE GOODS AND/OR SERVICES. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, SLWM SHALL NOT BE LIABLE UNDER THIS ORDER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES.

12. INSURANCE – Seller will maintain Comprehensive General Liability, Automobile Liability and Employers’ Liability insurance with limits as reasonably required by SLWM, as well as appropriate Workers’ Compensation insurance as will protect Seller from all claims under any applicable workers’ compensation and occupational disease acts. At SLWM’s request, Seller will furnish to Purchaser a Certificate of Insurance completed by its insurance carrier(s) certifying that the required insurance coverages are in effect, inclusive of Errors and Omissions coverage naming SLWM as an additional insured, and containing a covenant that such coverage and will not be canceled or materially changed until ten (10) days after prior written notice has been delivered to SLWM.

13. GOVERNMENT CONTRACTS – Seller shall comply with all pertinent provisions of government contract, executive orders and directives (whether applicable to SLWM, any SLWM Customer or both) to the extent that they apply to the subject matter of this PO and all such pertinent contract provisions, orders and directives are hereby incorporated by reference into this PO. A copy of the government contract’s terms and conditions will be given to Seller upon request.

14. MISCELLANEOUS

(a) NON ASSIGNMENT – Assignment of this PO, without the written consent of SLWM, will be void.

(b) TRANSPORTATION – All the prices are established as F.O.B. Seller and/or Origin Dock, Freight Prepaid, unless otherwise specifically provided in the PO. Title and risk of loss shall not pass to Purchaser until delivery of the Goods to the location designated on the face of this PO and acceptance by SLWM. If SLWM rejects the goods, receives a non-conforming tender, or revokes its acceptance, risk of loss and title shall be deemed to have remained with Seller. The responsibility for freight damaged merchandise will be assumed by Seller. Any unauthorized shipment, which will result in excess transportation charges, must be fully prepaid by the Seller. Seller will not declare any value on such materials shipped via United Parcel Service, Rail Express, Air Express, Air Freight or Parcel Post. Seller will release rail or truck shipments at the lowest released valuation permitted in the governing tariff or classification. Seller is obligated to use SLWM carrier accounts unless Seller provides lower cost alternative.

(c) ANTICIPATION OF DELIVERY SCHEDULE – Unless otherwise agreed in writing, Seller will not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Purchaser’s delivery schedule. Goods shipped to Purchaser in advance of schedule may be returned to Seller at Seller’s expense.

(d) SELLER’S INVENTORY – SLWM will have no obligation to request quotations or place POs with Seller, both of which will be in SLWM’s sole discretion.

(e) FORCE MAJEURE – SLWM may delay delivery and/or acceptance occasioned by causes beyond its control.

(f) REMEDIES – Each of the rights and remedies reserved to Purchaser in this Order shall be cumulative and additional to any other remedies provided in law or equity. No delay or failure by Purchaser in the exercise of any right or remedy shall affect any such right or remedy and no action taken or omitted by Purchaser shall be deemed to be a waiver of any such right or remedy.

(g) GOVERNING LAW – The PO, and all transactions relating to it, will be interpreted under and governed by the laws of the state of Delaware, without regard to its conflict of law principles. Each Party hereby waives, and agrees to cause each of its Affiliates to waive, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with the PO, and all transactions relating to it. Further, the United Nations Convention on the International Sale of Goods (1980) (as amended from time to time) will not apply to the Order or any related transactions.

(h) JURY TRIAL WAIVER – The Seller and SLWM hereby waive trial by jury in any action, proceeding, claim or counterclaim, whether in contract or tort, at law or in equity, arising out of or in any way related to this PO.

(i) SURVIVAL – Seller’s obligations under Sections 6, 7, 8, 9, 10, 11, 12, 13, 14(a), (b), (c), (d), (f), (g) and (h), and 15 will survive any termination of this PO.

(j) WAIVER; MODIFICATION – No claim or right arising out of a breach of this Order can be discharged in whole or in part by a waiver or renunciation of the claim or right unless supported by consideration and in a writing signed by the aggrieved party. The failure of SLWM to enforce at any time or for any period of time any of the provisions hereof will not be construed to be a waiver of such provisions or of the right of SLWM thereafter to enforce each and every such provision.

15. ADDITIONAL TERMS FOR REGULATED AND HEALTH CARE CUSTOMERS OF SLWMIf SLWM notifies Seller or Seller is otherwise aware that the customer of SLWM is involved in the health care industry or otherwise subject to federal, state or local regulation related to the costs of providing services or products, then Seller agrees that, until the expiration of four (4) years after the furnishing of any goods and/or services pursuant to the PO, Seller will make available, upon written request of any regulatory authority or any of their duly authorized representatives, copies of the PO and any books, documents, records and other data of Seller’s that are necessary to certify the nature and extent of the costs incurred by the SLWM customer in purchasing such goods and/or services.  Seller further agrees to notify SLWM of any regulatory request for such books, documents, records or data.

Effective date – May 1, 2015; revised January 10, 2023

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