Purchase Order Terms and Conditions

All products and services rendered to CorneaGen LLC, (“CorneaGen”) or its representatives pursuant to an order (a “Purchase Order”) are furnished on the terms and conditions stated within this agreement (the “Purchase Order Terms and Conditions”)) herein. Any discrepancies in fulfilling the terms, value or quantity of the Purchase Order must be resolved between CorneaGen and Supplier prior to the delivery of any goods, services or commodities to CorneaGen. Specific terms and conditions set forth in written contracts executed in writing between CorneaGen and supplier may supersede any conflicting Purchase Order Terms and Conditions that follow, all other terms and conditions apply. CorneaGen expressly rejects any additional or different terms or provisions preprinted or otherwise that have not been expressly approved in writing. 

 

Governing Law

Except where expressly prohibited by statutory or constitutional restrictions governing choice of law by a political subdivision, agency or instrumentality, these terms, all transactions to which they apply, and any disputes arising hereunder will be governed by the laws of the state of Washington and the United States of America, excluding any conflict of law provisions thereof and the parties hereby submit to the exclusive jurisdiction of the courts located in King County, Washington.

Electronic/Facsimile

The transmission of a Purchase Order by fax, email or any other electronic means shall have the same legal significance of a duly executed original delivered to the Supplier.

Pricing and Timing

A Purchase Order must not be filled at a price higher than shown on the face of the Purchase Order. If no price is set forth on the front of the Purchase Order, the goods or services will be billed at the price last quoted or at the prevailing market price, whichever is lower, and, in any event, goods and services ordered under this Order will not be billed at a higher price than last quoted or charged without CorneaGen’s specific written authorization. If Supplier reduces its prices for such goods and/or services during the term of the Purchase Order, Supplier shall correspondingly reduce the prices of goods and/or services sold thereafter to Purchaser under the Purchase Order. Where timetables or delivery date are specified on the face of the Purchase Order, time will be of the essence in relation to the same.

Order Changes

CorneaGen reserves the right to make changes to a Purchase Order, including changes to quantities, methods of shipment or packing and delivery schedules or location of delivery. No substitutions, alterations, additions or deletions are authorized to a Purchase Order by Supplier without the written consent of the CorneaGen purchasing agent who sent the initial Purchase Order document or the authorized CorneaGen agent reassigned to the Purchase Order. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under a Purchase Order, an equitable adjustment will be made in the price or delivery schedule, or both, and the Purchase Order will be modified in writing accordingly.

Invoices, payment, and taxes

(a)   Invoices shall be rendered on completion of services or delivery of goods and shall contain the Purchase Order Number, item number, description of goods or services, quantities, unit prices, date(s) rendered and total purchase price. Each invoice must refer to one, and only one, purchase order.

(b)   CorneaGen payment terms are Net 30 days from the date of the invoice unless otherwise specified on previous written agreements.

(c)    Applicable state and local taxes will be included in the invoiced cost from the Supplier. Tax will not be noted as a line item on the CorneaGen Purchase Order but the ability to apply it to the invoice is implied.

Inspection and Acceptance

All products will be received subject to CorneaGen inspection and potential rejection if it is non-conforming or deemed defective. Any product deemed unsatisfactory as a result of inspection will be held for review with the Supplier. If the Supplier fails to respond to queries regarding defective product within 7 days, the product will be returned to the Supplier at the Suppliers expense and/or disposed of. Freight to and from the origination point for returned or excess goods will be paid by the Supplier. Pre-payments made by CorneaGen for services and products that are processed prior to inspection or usage does not constitute acceptance for goods or services later received.

Transportation/Delivery

All prices are established as FOB Destination, Freight Prepaid and Add. Title and risk of loss shall not pass to CorneaGen until delivery of the goods to the location designated on the face of the Purchase Order and acceptance by CorneaGen. If CorneaGen rightfully rejects the goods, receives a non-conforming order, or revokes its acceptance, risk of loss and title shall be deemed to have remained with Supplier. The responsibility for freight damaged merchandise will be assumed by Supplier. Any unauthorized shipment, which will result in excess transportation charges, must be fully prepaid by the Supplier. Shipping charges will be allowed and are not limited except in circumstances where a predetermined contractual shipping amount is designated between both parties, or shipping charges are listed as a unique line item on the Purchase Order.

Assignment

Supplier may not assign or transfer a CorneaGen Purchase Order, any interest or payable balances there under without the written consent of CorneaGen. Any assignment made without written consent shall be null and void.

Equal Opportunity

CorneaGen is an Equal Opportunity employer and federal contractor or subcontractor. CorneaGen and Supplier agree that, as applicable, they will abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), which (i) prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities; (ii) prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin; and (iii) 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.

Safety and Quality

The Supplier guarantees that the design, performance and quality or all services and tangible goods purchased conform with local, regional and federal government health and safety regulations.

Confidentiality

Supplier and its Agents agree to maintain confidentiality of information held within CorneaGen purchase orders when local, state and federal governments require the information to remain secure and confidential. CorneaGen may at any time insist upon strict compliance with these terms and conditions.

Warranties

Supplier warrants that any goods or services delivered to CorneaGen will:

(i)         Conform in all respects to the drawings, specifications, samples and other descriptions and requirements relating to the goods or services that have been furnished, specified or approved by CorneaGen, including any user manual;

(ii)        Comply with all applicable laws, rules, regulations, orders, conventions, ordinances or standards;

(iii)        Be merchantable;

(iv)       Be suitable for their intended use by CorneaGen, including the specified performance in the facility or equipment specified by CorneaGen and the environment in which the services are or may reasonably be expected to perform;

(v)        Not infringe any proprietary rights (including patents, copyrights, trademarks and trade secrets) of any other entity;

(vi)       Any services will be provided by appropriately qualified and trained personnel, in a professional manner with due care and diligence to such high standard of quality as it is reasonable for CorneaGen to expect in the circumstances.

Insurance

Supplier shall maintain insurance to protect CorneaGen on a primary and non-contributory basis from all insurable Claims arising from the acts or omissions of Supplier. Supplier’s obligations under this provision shall not extend to property damage or personal injury caused solely by the gross negligence or willful misconduct of CorneaGen. CorneaGen’s examination of, or failure to request or demand any evidence of insurance hereunder, shall not constitute a waiver of any requirement and the existence of any insurance shall not limit Supplier’s obligation under any provision hereof.

Indemnification

To the full extent permitted by law, Supplier will protect, indemnify, defend and forever hold CorneaGen, its affiliates, and each of their directors, officers, employees and related parties (the “CorneaGen Parties”) harmless from and against any and all liabilities, damages, causes of action, claims, penalties, costs and expenses (including reasonable attorneys’ fees) arising from (a) Supplier’s design, manufacture, assembly, use, handling, sale, recall or distribution of goods; (b) the performance of any Purchase Order by Supplier, its employees or agents, whether on or off Supplier’s premises; (c) Supplier’s breach of any representation, warranty or obligation hereunder; (d) the infringement or violation of any third party’s patents, intellectual property or other rights arising out of or in connection with any goods or services provided to CorneaGen by Supplier and/or (e) Supplier’s acts or omissions in the performance of its obligations under a Purchase Order, except to the extent that any claim or claims are caused solely by the gross negligence or willful misconduct of CorneaGen or a CorneaGen Party. Without limiting CorneaGen’s other lawful remedies, if any goods or services infringe third party rights, Supplier shall, at its expense, promptly procure all rights for CorneaGen’s continued use of such goods and/or benefit of such services or replace such goods and/or services with equivalent goods and/or services which do not infringe upon third party rights.

Limitation of Liability

CorneaGen’s aggregate liability arising from or relating to this order is limited to the amount paid by purchaser for the goods and/or services. To the maximum extent allowable under applicable law, CorneaGen shall not be liable under this order for any special, incidental, consequential, indirect, or punitive damages including, without limitation, lost revenues even if CorneaGen has been advised of the possibility of such damages.