Maine Health

Purchase Order Terms and Conditions

The non-discrimination clause contained in Section 202, Executive Order 11246, as amended by Executive Order 11375, relative to Equal Employment Opportunity for all persons without regard to race, color, religion, sex, age or national origin, and the implementing rules and regulations prescribed by the Secretary of Labor, are in full force and effect at this institution and, if applicable, are hereby incorporated by reference.

1. All shipment of goods ordered must be exactly as specified on this Purchase Order and therein referenced documents, in standard commercial containers capable of safe delivery to the Buyer, at the lowest lawful transportation and insurance rates.

2. Packing slips must be included in all packages with the Purchase Order number clearly stated.

3. All shipment of goods ordered if to be paid by Buyer shall be made using Buyer specified shipper or UPS "freight collect" option to Buyer's account number RF0601 or FedEx to Buyer's account #1199-5717-6. Expedited shipping upon Buyer's request only.

4. This purchase agreement shall be interpreted and governed by the laws of the State of Maine.

5. If Seller fails to deliver goods or render services at the time required by this Purchase Order for any reason, then Buyer may, at its option and without being under any liability to Seller, cancel by written notice to Seller the portion or portions of this order so affected or set a new delivery date.

Buyer shall not be charged with any liability for failure or delay in performance hereunder due to any cause beyond its reasonable control.

6. The Buyer shall not pay invoices at higher prices than those indicated on the face hereof. The Seller represents that the prices charged for the goods covered by this order are the lowest prices charged by Seller to Buyers of a class similar to Buyer under conditions similar to those specified in this order.

7. Buyer reserves the right to inspect all merchandise covered by this purchase order and to return for full credit (including all freight charges) any items which are defective and do not meet Buyer's quality standards within 30 days or upon discovery of such defect.

8. This purchase order shall only be altered by a written agreement by the parties hereto.

9. Seller agrees to accept only those orders accompanied by a Purchase Order. Otherwise, Seller shall not hold Buyer responsible for payment thereof.

10. Seller agrees to indemnify and hold Buyer harmless from any claim, costs and expense resulting from violation of copyright or patent rights in connection with the goods or services covered by this Purchase Order.

11. Seller, its successors and assigns, hereby agrees to indemnify and hold harmless NorDx, its successors and assigns, from any claim, costs, liability and expense arising from or attributable to any acts or omissions of the servants or employees of Seller in performing services pursuant to this Purchase Order

12. In the event that one party's performance under this Purchase Order is deficient, then upon receipt of notice of the deficiency, the other party shall have to 30 days to cure the deficiency. For purposes of this paragraph, "deficiency" includes but is not limited to any defect in the performance of the covenants within the scope of this Purchase Order, any failure to provide assurances of performance on the covenants within the scope of this Purchase Order, any failure to provide assurances of performance when required by the applicable provisions of the Uniform Commercial Code, Article II, or a good faith determination by NorDx that the performance of the product(s) covered by this contract do not or no longer meet medical or medical reference laboratory standards of professional care. Unless the deficiency is rectified within 30 days, the party giving notice of the deficiency may elect to terminate the contract effective 60 days from the date of notification.

13. Seller expressly agrees to all Terms and Conditions as stated herein. These Terms and Conditions shall not be altered or changed except by written agreement signed by the parties hereto. These NorDx Terms and Conditions supersede any other written or oral terms and conditions of the Seller.

14. Access to Records. For at least four years after providing goods or services pursuant to this agreement, Seller shall, upon request, make the following documents available to the Secretary of Health and Human Services, the Comptroller General, or the authorized representative of either; a copy of this contract, all books, documents and records of Seller necessary to certify the nature and extent of the costs incurred by Buyer in connection with this contract, and such other documents as may be requested pursuant to 42 U.S.C. ยง 1395 x (v) (1) (I) as amended.

15. Subcontracting. If any of the duties required under this Agreement are carried out through a subcontract with a value or cost of $10,000 or more over a 12-month period with a related organization, such a subcontract shall contain a clause to the effect that until the expiration of four years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request by the Secretary or upon request by the Comptroller General or any of their duly authorized representatives, the subcontract and books, documents and records of such organization that are necessary to verify the nature and extent of such costs.