Purchase Order Terms and Conditions (last updated 06/02/2015)
The Purchase Order, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions and other information, whether physically attached or incorporated by reference (collectively the “Purchase Order”), constitutes the entire and exclusive agreement between The Jackson Laboratory and the supplier (“Supplier”) identified in the Purchase Order. The Jackson Laboratory’s submission of the Purchase Order is conditioned upon Supplier’s agreement that any terms different from or in addition to the terms of the Purchase Order, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgement, release, acceptance or other written correspondence, irrespective of timing, shall not form a part of the Purchase Order, even if Supplier purports to condition its acceptance of the Purchase Order on The Jackson Laboratory’s agreement to such different or additional terms. Supplier’s electronic acceptance, acknowledgement of this Purchase Order, or commencement of performance constitutes Supplier’s acceptance of these terms and conditions. Notwithstanding the foregoing, if a master agreement covering procurement of the Work described in the Purchase Order exists between Supplier and The Jackson Laboratory, the terms of such master agreement shall prevail over any inconsistent terms herein.
Definitions
“Deliverables” means the deliverables specific in a Purchase Order (and any Statement of Work) to be delivered on or before the Delivery Date.
“Delivery Date” means the date or dates specified in the Purchase Order by which the Supplier is required to do the Work.
“Products” means tangible goods specified in the Purchase Order to be delivered on or before the Delivery Date.
“Services” means the services that Supplier is to perform for The Jackson Laboratory specified in the Purchase Order.
“Statement of Work” or “SOW” means the document specifying, without limitation, the scope, objective, and time frame of the Work that Supplier will perform for The Jackson Laboratory.
“Work” means the Deliverables, Products, and Services specified in the Purchase Order, including any SOW.
1. Delivery: Time is of the essence in Supplier’s performance of its obligations set forth in the Purchase Order. Supplier will immediately notify The Jackson Laboratory if Supplier’s timely performance under the Purchase Order is delayed or is likely to be delayed. The Jackson Laboratory’s acceptance of Supplier’s notice will not constitute The Jackson Laboratory’s waiver of any of Supplier’s obligations. The delivery terms of the Purchase Order may be modified only in writing by The Jackson Laboratory. For Purchase Orders with a “best efforts” Delivery Date, Supplier shall exert its best effort to meet the agreed upon Delivery Date and shall inform the The Jackson Laboratory purchasing agent of the
estimated Delivery Date as soon as it is known. If Supplier delivers Work after the Delivery Date . The Jackson Laboratory may reject such Work and cancel the order. Supplier will preserve, pack, package, and handle the Deliverables and Products so as to protect the Deliverables and Products from loss or damage and in accordance with best commercial practices. Supplier shall comply with all local laws and regulations relating to hazardous work, including without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal. Supplier will include with each delivery of Products a packing list identifying the Purchase Order number, The Jackson Laboratory part number (if applicable), a description and the quantity of each of the Products, and the date of shipment. Supplier assumes all responsibility for all shipping and delivery charges, including without limitation, customs, duties, costs, taxes, and insurance. Risk of loss for the Deliverables and Products does not pass to The Jackson Laboratory until acceptance in accordance with Section 2 unless otherwise expressly agreed to in a signed writing between the Supplier and The Jackson Laboratory..
2. Inspection and acceptance: The Jackson Laboratory may reject any or all of the Work which does not conform to the applicable requirements within ten (10) business days of Supplier’s delivery of Work. At The Jackson Laboratory’s option, The Jackson Laboratory may (i) return the non-conforming Work to Supplier for a refund or credit; (ii) require Supplier to replace non-conforming Work; or (iii) repair the non-conforming Work so that it meets the requirements. As an alternative to (i) through (iii), The Jackson Laboratory may accept non-conforming Work conditioned on Supplier providing a refund or credit in an amount The Jackson Laboratory reasonable determines to represent the diminished value of the non-conforming Work. The Jackson Laboratory’s payment to Supplier for the Work prior to The Jackson Laboratory’s timely rejection of such Work as non-conforming shall not be deemed as acceptance by The Jackson Laboratory. Inspection and acceptance will be at destination, unless otherwise expressly agreed to in a signed writing between the Supplier and The Jackson Laboratory.
3. Variation in quantity: No variation in the quantity of Products or Deliverables set forth by this Purchase Order will be accepted unless a partial shipment has been authorized, in writing and in advance of the Delivery Date of the Product or Deliverable, by a purchasing agent of The Jackson Laboratory.
4. Change orders: Any revisions to the requirements, specifications, terms, and/or conditions of Products or Deliverables set forth in this Purchase Order shall be authorized only by the issuance of a revised Purchase Order by The Jackson Laboratory.
5. Pricing: Pricing delineated within this Purchase Order shall be regarded as firm, fixed pricing, to be effective through the entire term of this Purchase Order, and The Jackson Laboratory shall not honor pricing contingent upon and/or in effect at time of shipment unless there is a signed agreement which expressly outlines the pricing structure associated with the Work identified on the Purchase Order. The price for the Work shall include all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imposts, and government-imposed surcharges. Supplier will, at The Jackson Laboratory’s request, break out from the price all such taxes ad other charges in its invoices. The Jackson Laboratory may, at any time, set-off any amounts Supplier owes The Jackson Laboratory against any amounts The Jackson Laboratory owes to Supplier.
6. Standing purchase order: If this Purchase Order covers multiple deliveries of Work or individual shipment quantities and/or dates, this arrangement will be requested by a The Jackson Laboratory purchasing agent and expressly stated on the Purchase Order. Standing Orders may be used for billing purposes to process multiple receipts of the same Deliverable during the current fiscal year. Standing Orders do not represent a commitment to purchase any Deliverable, but act as a placeholder to receive shipments and process invoices. The Jackson Laboratory reserves the right to alter or cancel any quantity or dollar amount remaining based on future requirements.
7. Warranty: The Supplier warrants that Work provided under this Purchase Order conforms to The Jackson Laboratory’s specifications for the Work. For Products, the Supplier warrants the performance of the Product for one (1) year from the date of receipt or installation, whichever is later. If the Product fails to meet The Jackson Laboratory’s requirements, the Supplier will replace or repair the Product. For Services, the Supplier warrants that Services provided will meet the highest industry standards of such Services and will correct any deficiency in the Services. Supplier warrants that the Work, and The Jackson Laboratory’s use of the Work, do not and will not infringe upon any third party’s intellectual property rights, right of publicity or privacy, or any other proprietary rights whether contractual, statutory, or common law. Supplier further warrants that it will not disclose to The Jackson Laboratory, bring onto The Jackson Laboratory premises, or induce The Jackson Laboratory to use any confidential or proprietary information of a third party which is not covered by a non-disclosure agreement between The Jackson Laboratory and Supplier.
8. Taxes: The Jackson Laboratory is a 501 (c) (3) organization and, upon request, will provide a tax exempt certificate. If and when taxes (local, county, state or federal) are applicable, the Supplier shall invoice The Jackson Laboratory for taxes that pertain to Work that are subject to such taxes. If there are any questions or a certificate is required, the Supplier shall contact the The Jackson Laboratory buyer to obtain the necessary information to retain on file
9. Discounts: Any discount time will be computed from the Delivery Date at the place of acceptance or from the date of receipt of a correct invoice at the office specified by The Jackson Laboratory, whichever is later. Payment is made, for discount purposes, when the check is mailed.
10. Invoice requirements: An invoice is the Supplier’s bill or written request for payment of Work provided pursant to the Purchase Order. A proper invoice is an "Original" that includes the items listed in subdivisions (a) through (h) below.
a. Name, address, and EIN of The Vendor. b. Invoice date. c. Purchase Order Number. d. Description, quantity, unit of measure, unit price, and extended price of supplies delivered or services performed. e. Shipping and payment terms follow standard terms unless stated otherwise. i. Terms: Shipping and Payment f. Complete remittance address where payment is to be sent. g. Name (where practicable), title, phone number and mailing address of person to be notified in event
of a defective invoice. h. Any other information or documentation required by the purchase order (such as evidence of shipment).
Please make sure to send all invoices to:
The Jackson Laboratory
ATTN: Accounts Payable
600 Main Street
Bar Harbor, ME 04609
Email: payables@jax.org
If an invoice does not comply with these requirements, the vendor will be notified of the defect by the The Jackson Laboratory Accounts Payable group. The vendor should exert its best effort to meet the agreed upon delivery requirements and shall inform The Jackson Laboratory Buyer of the estimated delivery date as soon as it is known.
11. Insurance and statutory obligations: If any part of the Work involves the Supplier’s performance on The Jackson Laboratory’s premises or at any place where The Jackson Laboratory conducts operations, or with material or equipment furnished to the Supplier by The Jackson Laboratory, the Supplier will indemnify The Jackson Laboratory for any injury to person or property caused by the Supplier in the performance of the Work described in this Purchase Order. The Supplier shall maintain public liability, personal injury, property damage insurance and employer’s liability insurance, in an amount determined by The Jackson Laboratory to be appropriate, and in any event consistent with industry standards or as required by law. Where a separate agreement with the Supplier is referenced in the Purchase Order, the insurance requirements in the separate agreement shall be met. The Supplier shall produce evidence of such insurance upon request by The Jackson Laboratory and prior to any anticipated Work to be performed on-site.
12. Compliance with laws and regulations: The Supplier shall comply with all applicable laws and regulations in the provision of the Work set forth in this Purchase Order, including providing Workers’ Compensation coverage.
13. Separate Agreements: For Purchase Orders covering construction, services, or other Work covered by a separate agreement, the terms and conditions of the separate agreement take precedence over the terms and conditions of the Purchase Order.
14. Hazardous material: All potential hazardous material shipments must be accompanied with a Material Safety Data Sheets (MSDS). This information must be contained within the shipment and forwarded to The Jackson Laboratory prior to the materials being delivered on-site.
15. Debarment clause: By accepting this Purchase Order or any part of it, the Supplier certifies that it, or its principals, are not debarred, suspended, or proposed for debarment by the Federal Government. Debarment, suspension, or proposed debarment by the Federal Government constitutes grounds for automatic termination of this Purchase Order.
Executive Order 11246, the Rehabilitation Act and the Vietnam Veterans Reemployment
The Jackson Laboratory is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.
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