Offer to Purchase: This order is Buyer's offer to Seller and does not constitute an acceptance by Buyer of any offer to sell, quotation or proposal. Any reference to such offer to sell, quotation or proposal is solely for the purpose of incorporating the description and specifications of the products and services contained therein to the extent that such description and specifications do not conflict with the description and specifications on the face of this order.
Acceptance: By acknowledging receipt of this order (or by shipping the products or commencing performance of the services called for by this order) Seller accepts and agrees to the terms and conditions of sale contained in this order. Any additional or different terms or conditions contained in any acknowledgement of this order by Seller shall be deemed objected to by Buyer without need of further notice of objection and shall be of no effect unless expressly accepted by Buyer in writing.
Risk of Loss: Seller agrees to bear all risks of loss, injury, or destruction of goods in this order that occur before delivery. Title to the goods shall remain with the Seller until the Buyer receives the goods.
Identification: Seller shall include the purchase order number on all invoices, packing and shipping labels, acknowledgements, shipping notices and all other written notifications regarding this order.
Prices: The price(s) shall not be higher than that appearing on the purchase order. Any changes in the price(s) need to be submitted in writing and acknowledged by the buyer prior to shipment of order.
Changes: Only a buyer shall have the rights by written notification to make changes as to destination, specifications, designs and delivery schedules.
Deliveries: Seller shall give notice to the appropriate buyer of any exception to the requested delivery date. Orders not received on or before the date specified by the Buyer may be cancelled without any obligation.
Inspections and Review: All purchases will be subject to Buyer final inspection. Buyer at their option may reject any non-conforming equipment or material and return it to Seller at Seller's risk and expense at the full invoice price plus all transportation and other related costs.
Work on Premises: If Seller's work under this order involves operations by Seller on the premises of Buyer, Seller shall take all necessary precautions to prevent the occurrence of any injury to person or property during the progress of such work and as the case may be, shall indemnify Buyer against all loss which may result in any way from any act or omission of the Seller, its agents, employees, or subcontractors, and Seller shall maintain such public liability, property damage, and employees liability and compensation insurance as will protect Buyer from said risk and from any claims under any applicable Workmen's Compensation and Occupational Disease Acts and shall provide Buyer with insurance certificates.
Insurance: If this order covers the performance of labor for Buyer, Seller agrees to indemnify and protect Buyer against all liabilities, claims or demands for injuries or damages to any person or property growing out of the performance of the contract. Seller further agrees to furnish insurance carrier's certificates showing that the Seller has adequate Workmen's Compensation, Public Liability, and Property Damage insurance coverage. Certificate must set forth the amount of coverage, number of policy and date of expiration, If Seller is self-insured, the certificate of the appropriate state agency of the state in which said labor is to be performed must be furnished by such state agency directly to Buyer.
Intellectual Property: By accepting this order, Seller guarantees that the material hereby ordered and the sale, lease or use of it will not infringe any United States or foreign patents and the Seller agrees to defend, protect and save harmless the Buyer, its successors, assigns customers and users of its products against all suits and from all damages for actual or alleged infringements of any patent or copyrights by reason of the sale, lease or use of the material hereby ordered.
Warranties: The Seller warrants the merchantable quality of the goods sold hereunder and that such goods will conform to any specifications, drawings, samples or other description furnished or specified by the Buyer, will be of good material and workmanship and free from defect. The Seller expressly warrants that the material covered by this order which is the product of the Seller or is in accordance with the Sellers specification, will be fit and sufficient for the purpose intended.
Cancellation: This order may be terminated by Buyer, with or without cause, in whole or in part at any time, by written notice to Seller specifying the extent of such termination. The Buyer's liability, if any, upon termination shall be limited to paying Seller, to the extent unpaid, the price for all products or services which have been fabricated, performed or delivered to Buyer in accordance with this order.
Payment Terms:
Payment terms are Net 30, which means that the payment will be issued 30 days from the date of the suppliers invoice. Purchase orders sent to the supplier will reflect these terms and conditions.
Suppliers are required to: provide timely invoicing for all purchases of products and services; clearly reference the purchase order number on the invoice, and ensure that the invoice submitted reflects the products and pricing on purchase order. Invoices are mailed to the Accounts Payable department as indicated on purchase order
Shipping and Freight Terms:
UHS standard shipping term is "FOB Destination," which means that title to the material passes from the Seller to the UHS facility when the freight carrier delivers the material to the ship-to location on the purchase order.
Freight terms are "freight prepaid" which means that the freight charges are prepaid by the Seller. Unless negotiated into the cost of products with contract suppliers, the freight charges are then added to the invoice as a separate charge.
Packing and Transportation:
Seller shall properly package all goods for safe shipment to the Purchaser.
Seller warrants that any transportation costs included in the price will not exceed actual transportation cost paid by Seller
Conflicts: In the event of a conflict between the terms of this Standard Purchase Order and any offer, proposal, quotation or agreement, the terms of this Standard Purchase Order shall prevail.
Governing Law: This agreement shall be governed by the laws of the State of Pennsylvania without regard to its choice of law provisions.
