WFUBMC 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. Purchase order number must appear on all crates, packages, packing slips, invoices, and correspondence shipped or mailed to Wake Forest University Health Sciences (WFUBMC). 
  2. Goods purchased by WFUBMC to be delivered by a commercial carrier are to be shipped FOB Destination, Bill Third Party under the WFUBMC Freight Management Program. As used in the program, “FOB Destination, Bill Third Party” means: Title to the goods does not pass to WFUBMC until the goods are delivered and signed for at destination; and WFUBMC will be responsible for paying the applicable freight charges of the commercial carrier. The program does not apply to goods where the cost of transportation is included in the negotiated price of the product, or the product is sold on a delivered–basis. 
  3. Items shipped in excess of quantity ordered will not be accepted and any over shipment may be returned at seller's expense. 
  4. In the event a shipment is received without a packing slip, the WFUBMC count will be accepted as final. 
  5. All items will be accompanied by assembly instructions and operating and repair manuals, as applicable. 
  6. Shipments received prior to the delivery date may be returned or stored at the seller's expense if received without prior written approval from WFUBMC.
  7. If a price is not shown for an item ordered hereunder, the price for such item will be a fair and reasonable price.
  8. Invoices shall be sent electronically when possible.  Invoices not fitting this creteria will be emailed to
  9. Charges of any kind not appearing on the purchase order will not be accepted or paid by WFUBMC, this is excluding taxes and freight.  
  10. The parts, material and workmanship of all items shall be subject to inspection, testing, and counting by WFUBMC.  WFUBMC may reject for full credit or require prompt correction or replacement at seller’s expense including transportation or any item defective in material or workmanship or otherwise not in conformity with the purchase order.  All electrical parts must be UL listed or CSA listed. 
  11. If seller fails to deliver within the time specified herein without written notification in advance and waiver of delivery terms by WFUBMC, then WFUBMC may at its option revoke and cancel the contract. 
  12. Goods will be delivered to WFUBMC 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 WFUBMC.  As such, seller is responsible for its own insurance on the goods until they are accepted by WFUBMC, with any goods rejected and returned thus being continually the responsibility of the seller.
  13. The seller warrants the merchantable quality of the goods sold hereunder and that such goods shall be fit for the purposes for which they are purchased.  Such warranty's shall be in addition to all express warranty's and shall run to the benefit of WFUBMC, 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 shall honor same. 
  14. Seller agrees to indemnify and hold WFUBMC harmless from all claims and liability, including litigation expenses, from injuries to persons (including death) or damage to or destruction of property caused by or resulting from the negligence of seller, its' agents or employees, in performance with respect to this purchase order. 
  15. 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 WFUBMC 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 WFUBMC, then WFUBMC may, at its option, revoke and/or cancel the contract.
  16. This purchase order and the contract arising from shall be governed by the law of North Carolina. 
  17. State Employees "right to know" laws and the OSHA Hazard Communications Standard (29CFR1910. `1022) require manufacturers, importers and suppliers to label containers or toxic substances or hazardous chemicals with the chemical name and applicable hazard warnings.  Manufacturers, importers, distributors and suppliers also must provide material safety data sheets (MSDS) for these substances. Appropriate labels and MSDS's are to be provided for all shipments.
  18. The order is not transferable or assignable without the prior written consent of WFUBMC.  Seller is an independent contractor and is not an agent or employee of WFUBMC.
  19. 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 WFUBMC free and clear of all encumbrances.
  20. Seller agrees to comply with all applicable laws and regulations of Federal, State, and Local government bodies and agencies and will defend and hold WFUBMC 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.
  21. 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.
  22. 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.

Non-retaliation Policy:

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 read this policy in its entirety, view the document on iShare.

In accordance with section 952 of PL96-49 (also known as the omnibus reconciliation act) the vendor agrees to provide the secretary of Health and Human Services (or his/her duly authorized representative) with access to the contracts, books, documents and records of this transaction.  It is understood that the afore mentioned material will be available upon request for a period of up to four (4) years following this contract.