WFUHS Purchase Order Terms and Conditions
By accepting this order, Seller acknowledges and agrees to abide by the Purchase Order Terms and Conditions set forth below and that these Purchase Order Terms and Conditions supersede any other inconsistent terms and conditions of Seller.
1. If a price is not shown for an item ordered hereunder, the price for such item will be a fair and reasonable price.
2. Shipments received prior to the delivery date may be returned or stored at the seller's expense if received without prior written approval from Wake Forest University Health Sciences (WFUHS).
3. In the event of an actual or potential labor dispute or any other cause in delaying or threatening to delay timely performance of this contract, seller will give notice to WFUHS in a timely manner, including all relevant information. If seller fails to deliver within the time specified hereon without prior written notification and waiver of delivery term by WFUHS, then WFUHS may, at its option, revoke and/or cancel the contract.
4. Charges of any kind not appearing on the purchase order will not be accepted or paid by WFUHS. Items shipped in excess of the quantity ordered will not be accepted and may be returned at the seller's expense.
5. The purchase order number must appear on all crates, packages, packing slips, invoices, and correspondence shipped or mailed to WFUHS. All items will be accompanied by assembly instructions and operating and repair manuals, as applicable. In the event a shipment is received without a packing slip, the WFUHS count will be accepted as final.
6. The parts, material, and workmanship of all items are subject to inspection, testing, and counting by WFUHS. WFUHS may reject for full credit or require prompt correction or replacement at seller's expense, including the expense of unpacking, inspection, repacking, storing and transporting of any item defective in material or workmanship or otherwise not in conformity with the purchase order.
7. Goods will be delivered to WFUHS in new condition (unless specified otherwise) and undamaged. Risk of loss is the responsibility of the seller until the goods are in the actual custody of WFUHS. As such, seller is responsible for its own insurance on the goods until they are accepted by WFUHS, with any goods rejected and returned thus being continually the responsibility of the seller.
8. The seller warrants the merchantable quality of the goods sold hereunder and that such goods are fit for the purposes for which they are purchased. Such warranties are in addition to all express warranties and will run to the benefit of WFUHS, its employees and agents. The seller's period of warranty with respect to each item will be at least as long as that of the manufacturer of such item, and seller will honor same.
9. The order is not transferable or assignable without the prior written consent of WFUHS. Seller is an independent contractor and is not an agent or employee of WFUHS.
10. Seller warrants that it is the sole owner of the described goods and that it has the unrestricted right to convey a clear title to WFUHS free and clear of all encumbrances.
11. Seller agrees to comply with all applicable laws and regulations of Federal, State, and Local government bodies and agencies and will defend and hold WFUHS harmless from any loss or damage arising out of any violation of such laws and regulations, or by reason of actual or alleged infringement of copyright, patent, or trademark.
12. Seller agrees to indemnify and hold WFUHS harmless from all claims and liability resulting from the negligence of seller, its agents or employees in performance with respect to this purchase order.
13. The equipment and material covered by this order must comply and conform to appropriate provisions and regulations of the Williams-Steiger Occupational Safety and Health Act of 1970.
14. The seller will take affirmative action to insure that applicants and employees are treated without regard to disability, race, religion, color, sex, national origin or veteran status. The seller agrees to post in conspicuous places, available to employees and applicants for employment, notices explaining the policies of nondiscrimination.
15. This purchase order and the contract arising therefrom are governed by the law of the State of North Carolina.
Wake Forest University Health Sciences has established a non-retaliation policy that protects all employees, including any contractor or vendor, from retaliation when reporting violations or suspected violations of federal or state law or regulation, including the federal False Claims Act, or other compliance concerns. To view this policy in its entirety, go to http://infinet.wfubmc.edu/depts/wfusm_hr/Policy2004/Non-Retaliation.htm