Entire Agreement. Any purchase order (“Purchase Order”) is between New England Biolabs, Inc. (“NEB”) and the party identified on the face of such Purchase Order as providing the Goods that are the subject matter of such Purchase Order (“Supplier”). “Goods” shall mean any materials, merchandise, equipment, supplies, or other products so ordered. Notwithstanding any other dealing or actual performance, except as otherwise explicitly agreed upon by NEB in writing, any conflicting, different or additional terms are expressly rejected. Any of the following acts by Supplier shall constitute acceptance of this Purchase Order and the terms and conditions herein, without regard to the addition of terms and conditions by Supplier: a.) written acceptance, which shall include email transmission, b.) shipment of Goods, or c.) if neither of the foregoing have occurred nor has the Purchase Order been rejected in writing by Supplier within ten (10) business days following delivery of the Purchase Order, the Purchase Order shall be deemed accepted. Acceptance of this offer is expressly limited to the terms stated herein.
Price, payment terms and invoicing. Supplier shall not charge NEB at a price higher than the price listed or a differing quantity from that which is listed on the Purchase Order without NEB’s written consent, but should Supplier prior to delivery of Goods covered by this Purchase Order reduce its market price for such Goods, NEB shall be charged at that lower price while that price is in effect. Unless otherwise stipulated on the Purchase Order, payment terms shall be thirty (30) days from the date of related invoice.; provided, that Supplier will give NEB a prompt payment discount of 1% if NEB pays Supplier’s invoice within fifteen (15) days from the invoice date. All related documents shall clearly reference the Purchase Order number. Invoices shall separately state the applicable amount of sales and/or use tax.
Shipping; Risk of Loss; Acceptance. Supplier shall deliver any Goods to the location specified in the applicable Purchase Order in accordance with the dates therein specified, together with relevant documentation relating thereto, in accordance with any shipment specifications noted in the Purchase Order. NEB shall have fifteen (15) business days following delivery to accept or reject such Goods in its sole discretion; if NEB does not accept such Goods for any reason, NEB shall not be required to pay Supplier for such Goods, and Supplier will pay any return shipping costs.
Warranties. Supplier warrants that the Goods described in the Purchase Order shall conform, as applicable, to the specifications described in the Purchase Order, those listed in Supplier’s product catalog, on Supplier’s website or other publicly available publication of Supplier and any oral or other representations made to NEB with respect to the applicable Goods (collectively, the “Specifications”) at the time delivery and until the expiration date for such Goods (if stated) or, if the foregoing is not specified, then twelve (12) months from the date Supplier delivers such Goods to NEB , be free from defects in materials and workmanship and fit for its intended use, if known, and that Supplier will supply good title to the Goods, free and clear from all liens, claims and encumbrances. Supplier warrants that all Goods were manufactured in a facility with the applicable quality standards, and that Supplier has all necessary intellectual property rights to manufacture and sell the Goods to NEB. All warranties applicable to the sale of goods in the Uniform Commercial Code shall apply to Goods set forth in the Purchase Order. These warranties shall survive acceptance, inspection, testing and payment. Supplier shall undertake to perform promptly all activities necessary to correct any breach of warranty in a manner acceptable to NEB, at the cost of Supplier. If Supplier is unable to repair or replace such defective Goods, NEB reserves the right to repair or replace such defective Goods, at Supplier’s cost. Supplier will not make any changes to the Specifications without NEB’s prior written consent.
Indemnification. Supplier shall indemnify, defend, and hold NEB and NEB’s affiliates, shareholders, directors, officers, employees, contractors, agents and other representatives harmless from all losses and claims based upon, relating to or arising out of i.) breach by Supplier of the warranties herein, ii.) negligent or willful acts or omissions of Supplier or its officers, employees, subcontractors or agents, and/or iii.) any actual or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or any actual or alleged violation of any other intellectual property rights arising from or in connection with Supplier’s manufacture and sale of the Goods.
Termination. NEB may immediately terminate, upon written notice to Supplier, all or any of this Purchase Order without obligation to Supplier if Supplier materially breaches any term of this Purchase Order or if Supplier becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors. Additionally, NEB may terminate all or any part of this Purchase Order for its convenience at any time, upon written notice to Supplier. Supplier shall promptly take any necessary action to terminate the work as provided in the notice to minimize any associated costs for the terminated work. If NEB terminates for convenience, NEB will negotiate with Supplier payment for Supplier’s completed finished goods, work in process, or raw materials which have been expended to fulfill and are allocable to this Purchase Order. Such amount shall not exceed the value of this Purchase Order, and shall be further limited to a maximum of thirty (30) days of previous supply.
Force Majeure and Right to Audit. If Supplier is prevented from performing any of its obligations hereunder due to any cause outside of its control, including but not limited to fire, explosion, flood or other acts of God, acts, regulations or laws of any government, war or civil commotion, strike, lock--‐out or any type of labor disturbances or disruption of public utilities or transportation services, Supplier shall as promptly as possible, but in no case later than 24 hours, notify NEB of such an occurrence and exercise all reasonable efforts to eliminate the disruption and to resume performance of its obligations as soon as possible. At its option, upon a minimum of ten (10) days’ notice, NEB shall have the right to inspect and audit Supplier’s facilities being used in performance of the Goods and Services to ensure compliance with all Specifications, regulations and the provisions in this agreement.
Confidentiality. Any and all information supplied by NEB to Supplier shall remain NEB’s property and shall not be disclosed to any third party, other than as may be required by a government or judiciary body. This Purchase Order and its details are confidential between NEB and Supplier and none of the details shall be published or disclosed to any third party without NEB’s written permission. Notwithstanding the foregoing, nothing in these terms is intended or will be construed to prevent any person or entity from lawfully reporting fraud, waste or abuse under any U.S. Government contract to an investigative or law enforcement representative of a U.S. Government agency.
Assignment. No provision or obligation under this Purchase Order shall be delegated or assigned by Supplier without the prior written consent of NEB.
Notification of Debarment or Suspension. By accepting this Purchase Order, Supplier certifies that neither Supplier, nor its employees or principals, are debarred, suspended, or are proposed for debarment by any relevant federal, state, or local government agency (“Authority”). If Supplier is subject to investigation by an Authority which could lead to debarment, or if Supplier, or any of its employees or principals, are debarred, suspended, or proposed for debarment, Supplier will notify NEB in writing immediately.
Invalidity, Waivers and Remedies. The invalidity in whole or part of any term of this Purchase Order shall not affect the validity of the remaining terms. All remedies herein reserved to NEB shall be cumulative and in addition to any other remedies in law or equity. No waiver or breach of any terms of this Purchase Order by NEB shall constitute a waiver of any other breach of such term. Governing Law. This Purchase Order shall be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflicts of law provisions. Any suit or action arising out of this Purchase Order shall be brought only in the state or federal courts of the Commonwealth of Massachusetts.
To the extent not exempt, this contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60--‐1.4(a), 60--‐300.5(a) and 60--‐741.5(a). 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. Moreover, 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.