Vendor Relations Terms and Conditions
Acceptance
This order, including the terms and conditions hereof, contains the complete and final agreement between the Buyer and Seller respecting the goods and services specified herein. This order may be accepted only upon terms and conditions set forth therein, unless otherwise accepted in writing by Buyer.
Packing and Shipping
Seller agrees to crate, box, or otherwise suitably pack for shipment so as to meet carrier's requirements and all containers will be marked as to identify the contents without opening. Packing sheets must be placed both inside and outside of each package. Unless otherwise provided, prices set forth herein shall include all packing and cartage costs to F.O.B. Destination freight prepaid and absorbed. Risk of loss shall not pass until goods are delivered in acceptable condition. All packing sheets, bill of lading and other pertinent documents must contain Buyer's Purchase Order number.
Delivery
It is understood that time is of the essence under this agreement. Buyer may, by written notice, terminate this order in whole or in part if Seller fails to make delivery of the goods within the time specified herein, or any extension thereof by written amendment to this agreement.
Inspection
All goods purchased hereunder shall be subject to inspection by the Buyer to the extent practicable at all times and places, including the period of manufacture. Notwithstanding any prior inspections or payments hereunder, all items shall also be subject to final inspection prior to acceptance within a reasonable amount of time after delivery. No inspection or test made prior to acceptance shall relieve the Seller from responsibility for defects or other failure to meet the requirements of this order.
Price
The Seller warrants that the prices charged for articles or services described herein are not in excess of prices charged to other customers for similar quantities of like items under similar delivery requirements.
The prices set forth in this purchase order include all applicable federal, state, and local taxes. All such taxes shall be stated separately on Seller's invoice. Buyer is exempt from sales tax in accord with Florida statutes chapter 212, with Sales Tax No. 16-05-201251-53C.
Warranties
Seller warrants that all items delivered be in good working condition, free from defects in workmanship, material, and manufacture shall comply with the requirements of this agreement, including any drawings or specifications incorporated herein or samples furnished by the Seller and shall be free from defects in design. Seller further warrants that all items purchased hereunder shall be of merchantable quality and shall be fit and suitable for the purposes intended. The foregoing warranties are conditions to this agreement and are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection acceptance or payment by the Buyer. All warranties shall run to the Buyer, its successors, assigns, customers, and any third party injured in person or property by reason of any breach thereof.
If any warranties specified herein or otherwise applicable are breached by the Seller, Buyer may at its election: (1) require the Seller to correct at Seller's sole expense any defect or nonconformity by repair or replacement; or (2) return any defective or nonconforming goods to the Seller at the Seller's expense and recover from the Seller the paid price thereof. The foregoing remedies are in addition to all other remedies at law or equity or as contained in this agreement and shall not be exclusive.
Waiver
The failure of the Buyer to enforce at any time any of the provisions of this agreement shall in no way be construed a waiver of such provisions, nor in any way affect the right of the Buyer thereafter to enforce each and every provision of this agreement.
The Seller agrees to indemnify South Broward Hospital District for any losses that may occur as the result of the Seller's tortious acts or omissions, those of its agents and employees, and those caused by product defects.
Changes
The Buyer may at any time by a written order and without notice to sureties or assignees, suspend performance hereunder, increase or decrease the order quantities, or make changes within the general scope of this order in any one or more of the following: (a) applicable drawings, designs or specifications; (b) method of shipment or packing; and (c) place of delivery. If any such change causes an increase or decrease in the cost of or the time required for the performance of the order, an equitable adjustment shall be made in the order price of delivery schedule, or both, and the order shall be modified in writing accordingly. No claim by the Seller for adjustment hereunder shall be valid unless asserted within twenty days from the date of receipt by the Seller of the modification or change provided, however, that such period may be extended upon the written approval of the Buyer. Nothing in this cause shall excuse the Seller from proceeding with the order as changed or amended.
Termination
Buyer may by written notice, terminate this order in whole or in part if the Seller fails to perform any of the provisions of this order or so fails to make progress as to endanger performance in accordance with its terms in the event of termination pursuant to this cause Buyer may procure, upon such terms and in such manner as Buyer may deem appropriate, supplies and services similar or substantially similar to those so terminated and the Seller shall be liable to the Buyer for any excess costs occasioned Buyer thereby; provided that the Seller shall continue the performance of this order to the extent not terminated. The rights and remedies of Buyer under this clause shall not be exclusive and are in addition to any other rights or remedies provided by law or by this agreement. Buyer reserves the right to terminate the contract without cause with a 60 day written notice.
Jurisdiction
The Seller agrees to submit to the jurisdiction of the State of Florida and that the laws of the State of Florida control this agreement. Both parties agree to satisfy the standard for personal health information contained in federal and state statutes and regulations, including, without limitation, any regulations promulgated under HIPAA (Health Insurance Portability and Accountability Act). Both parties agree that as a result of the business relationship and as defined in the HIPAA Final Privacy Rules 65 CFR Parts 160 to 164 December 28, 2000, Seller is possibly considered a Business Associate of Hospital District, and may be a Chain of Trust Partner under the HIPAA Proposed Security Rules. Business rules will be appended to this contract detailing the privacy and security requirements and practices that a Business Associate is required to meet. If HIPAA Transaction Standards and Code Set Final Rules at 45 CFR Parts 160 and 162, August 17, 2000, apply due to any electronic bills Seller may submit to Hospital District, Seller agrees that the billing information shall meet HIPAA Transaction Standards and Code Set Final Rules. If requested by the Hospital District, Seller agrees that it will enter into an appropriate Trading Partner Agreement, Business Associate Agreement, and/or Chain of Trust Agreement as necessary to comply with the aforementioned rules. The parties agree to negotiate for thirty (30) days with the goal of reaching a mutually agreeable Trading Partner Agreement, Business Associate Agreement, and/or Chain of Trust Agreement. If the parties fail to agree and fully execute such an Agreement or Agreements by the end of the thirty (30) days, either party may terminate this Agreement upon written notice to the other party.
Excluded Provider
Seller hereby represents and warrants that Seller and any of its employees or subcontractors are not and at no time have been excluded from participation in any federally funded health care program or any other federally funded program or federal contract, including Medicare and Medicaid. Seller hereby agrees to promptly notify Buyer of any threatened, proposed, or actual exclusion of said individuals from any federally funded health care program, including Medicare and Medicaid. The Buyer has the right to automatically terminate this Agreement upon notice that Seller is debarred or excluded from participating in federal health care programs.
Non-Discrimination
Hospital District's Board Policy regarding Purchasing and Procurement is hereby incorporated by reference. Seller and any subcontractor and/or joint venturer contracting with the Hospital District shall comply with all applicable portions of said Board Policy on Purchasing and Procurement. During performance of this Agreement, Seller and any subcontractor and/or joint venturer shall not discriminate on the basis of race, color, gender, national origin, sexual orientation or any other category specifically protected by all applicable laws, in the solicitation for or purchase of goods and/or services, or the subcontracting of work in the performance of the contract.
Payment
Payment is not due until acceptance after final inspection within a reasonable time after deliver and unless otherwise provided herein, Buyer will not accept C.O.D. shipments.
Time in connection with any discount offered will be computed from the latest of the following dates: the scheduled delivery date, the date of actual delivery or the date an acceptance invoice is received. Payment is deemed made for purposes of earning the discount of the date of mailing of the Buyer's check.
The Seller further certifies that all goods and / or services provided pursuant to this purchase order are in conformity with all federal, state and local laws, rules and regulations, including but not limited to, Fair Trade Commission Act, Fair Packaging Act, Food and Cosmetic Act, Fair Labor Standards Act, Occupational Safety and Health Act, Flammable Fabrics Act, and the Pure Food and Drug Act.
Insurance
Seller agrees to maintain insurance in amounts and with companies reasonably acceptable to Buyer and to maintain workers' compensation insurance with statutory limits.
Independent Contractor
Seller and Buyer are "independent contractors" and nothing in this Agreement is intended nor shall be construed to create an employer/employee or agent relationship.
Liability
Seller warrants that all goods and services performed herein are done in compliance with all legal requirements, including, without limitation, with the applicable
license(s) and permit(s).