Agreement Documents. Unless this Purchase Order (“PO”) is issued under a master services agreement between the buyer named in this PO (“Buyer”) and the supplier named in this PO (“Supplier”), any attachments are the sole and exclusive agreement of Buyer and Supplier for the products and services in this PO (“Products”). If this PO is issued under a written procurement agreement, the provisions of that agreement will control. Supplier’s acknowledgement of the PO or its commencement of performance shall constitute acceptance of all of the terms and conditions hereof. No other document, including Supplier’s proposal, quotation, or acknowledgement form, will be part of this agreement, unless Buyer has specifically referenced the document in this PO. Supplier’s general terms and conditions will not be applicable even if they are part of such document or reference is made to them in such document. No amendments to the invoice will be permitted after the Invoice Date unless mutually agreed to in writing by the Parties.
Price; Delivery. Supplier shall furnish the Products described in the PO in accordance with the pricing and delivery instructions stated on the face of the PO, or such other pricing and delivery instructions as may be agreed upon by the parties in the writing. Any optional line item listed in this PO that increases the total price of this PO must be agreed upon in writing by the Buyer before Supplier may incur or bill such cost. In the event this PO lists an amount that exceeds the price of the contract associated with this PO, the amount listed in the associated contract shall be deemed the actual amount due Supplier. Unless otherwise stated in this PO, Supplier is responsible for and will pay all sales, and similar taxes. Time is of the essence with respect to Supplier’s delivery of Products, and all Products shall be delivered on the specified date to the address specified in the PO during normal business hours or as otherwise instructed by the Buyer. If Supplier fails to deliver on time, Buyer may cancel the PO and purchase replacements elsewhere and Supplier will be liable for actual and reasonable costs and damages Buyer incurs. Supplier will promptly notify Buyer if it is unable to comply with the delivery date specified in this PO.
Invoices; Payment Terms. Supplier will invoice Buyer electronically and submit such invoice to InvoicesOnly@sionnatx.com at the time goods are shipped or upon completion of a project or service. Buyer will pay all undisputed and properly invoiced amounts after completion of services or delivery of goods in accordance with the payment terms set forth in this PO or as otherwise mutually agreed to by the parties. Upon Buyer’s request, Supplier agrees to provide reasonable supporting documentation concerning any invoiced amounts, including actual expense reports and/or expenses receipts if requested by Buyer. Buyer shall have no obligation to pay any invoice issued more than 90 days after delivery of all of the Products stated in this PO.
Packages; Shipping. Supplier will comply with the packaging, labeling and export requirements of Buyer. Supplier will comply with the transportation routing guidelines in this PO and shall not use premium transportation unless specifically authorized by Buyer. For products that will be imported into any other country, Supplier will comply with all import laws and administrative requirements, including the payment of all associated duties, taxes and fees.
Title and Risk of Loss. Title of Products shall pass to Buyer upon delivery to the address specified in the PO. If not otherwise specified, all Products shall be shipped to Buyer DDP (Incoterms 2000). Supplier shall bear all risk of loss or damages to Products covered by the PO until delivery of Products is completed.
Inspection, Acceptance and Rejection of Products. Payment will not be deemed acceptance of Products and such Products will be subject to inspection and rejection. Buyer may reject Products that do not comply with Buyer’s acceptance criteria or applicable specifications or instructions. Acceptance of any part of the PO shall not bind Buyer to accept future shipments of non-conforming Products, nor deprive it of the right to return non- conforming Products. At Buyer’s option, it may cancel the PO for rejected Products, obtain a refund, or require Supplier to repair or replace such Products or re-perform such services without charge and in a timely manner. Supplier shall be liable for all costs incurred by Buyer to return rejected Products.
Termination. This PO may be terminated by Buyer at any time with or without cause. If Buyer terminates without cause, Buyer will pay Supplier for Supplier’s actual and reasonable expenses for work that has been satisfactorily completed as of the date of termination, but in no event will such payment exceed the agreed upon prices.
Warranties. Supplier represents and warrants that: (i) all services furnished by Supplier will be performed in a diligent, efficient and skillful manner and at the highest levels of performance of Supplier’s industry; (ii) the Products will conform to the warranties, specifications and requirements in this PO and will be fit for their intended use; (iii) the Products will be new, of good quality, and free from defects in design, material and workmanship for the longer of the time period specified in this PO and Supplier’s standard warranty term (if neither specifies, then for one year); (iv) the Products are safe for use consistent with and will comply with the warranties, specifications and requirements of this PO; (v) all Products and deliverables provided by Supplier and their use by Buyer do not and will not give rise to any infringement or misappropriation of any privacy, publicity, patent, copyright, trade secret, trademark, or other intellectual property right of any third party; (vi) it will comply with applicable laws and regulations in supplying the Products, including without limitation all import, export, anti-corruption and data privacy laws and regulations; and (vii) any Product or data sent to Buyer shall not (a) contain hidden files; (b) alter, damage, or erase any data or computer programs without control of a person operating the computing equipment on which it resides; (c) contain key, node lock, time-out, scrambling device, or other function, whether implemented by electronic, mechanical or other means, which restricts or may restrict use or access to any programs or data (d) contain harmful code. All warranties shall run to Buyer, its agents and the users of the Products.
Intellectual Property. Supplier grants Buyer all rights and licenses necessary for Buyer (including Buyer’s parent, subsidiaries, and other related legal entities), to use, transfer, pass-through, and sell the Products and to exercise the rights granted under this PO. In addition, Buyer will be the exclusive owner of all deliverables created by Supplier in connection with or during the performance of services provided pursuant to a PO, any works based on or derived from such deliverables (“Derivatives”), and any ideas, concepts, inventions or techniques that Supplier may conceive or first reduce to practice in connection with developing the Deliverables (“Deliverable Concepts”) (the deliverables, Derivatives, and Deliverable Concepts are collectively referred to as, “Buyer Materials”) and all intellectual property rights therein, including patents, copyrights, trade secrets, trademarks, moral rights, and similar rights of any type under the laws of any governmental authority (collectively, “Intellectual Property Rights”). All copyrightable Buyer Materials shall be prepared by Supplier as a “work made for hire” for Buyer, and Buyer shall be considered the author of the Buyer Materials for purposes of copyright. To the extent that the Buyer does not acquire ownership of such copyrights as a work made for hire, and with respect to all other rights, Supplier hereby assigns and agrees to assign upon creation to Buyer all right, title and interest in and to the Buyer Materials and all Intellectual Property Rights therein. To the extent such assignment of rights and ownership is invalid or any of the foregoing rights, including so-called “moral rights” or rights of “droit moral,” may be inalienable, Supplier agrees to waive and agrees not to exercise such rights, and if such waiver and agreement are deemed invalid, to grant to Buyer and its designees the exclusive, transferable, perpetual, irrevocable, worldwide and royalty free right to make, use, market, modify, distribute, transmit, copy, sell, practice, and offer for sale and import the Buyer Materials and any process, technology, software, article, equipment, system, unit, product or component part covered by the Deliverable Concepts or a claim of any patent in any part of the Deliverable Concepts. At Buyer’s request, Supplier will obtain the execution of any instrument, including from any employee or contractor, that may be appropriate to assign these rights under this paragraph to Buyer or perfect these rights in Buyer’s name. Supplier agrees that any copyrightable material prepared for Buyer shall carry on the face thereof in legible form a copyright notice identifying Buyer and the year of publication.
Compliance with Laws. Supplier shall comply with all applicable laws and relevant regulations in connection with the provision of Products under the PO, including, to the extent applicable, the Regulation (EU) 2016/679 (General Data Protection Regulation) or GDPR. In the event Supplier is or will be processing any personal data of Buyer, it shall execute and comply with Buyer’s standard data privacy terms and all instructions of Buyer with respect to such data. Supplier also agrees to conduct the business contemplated herein in a manner which is in compliance with all applicable laws, regulations and ordinances relating to employee/work force rights and treatment.
Indemnification. Supplier agrees to indemnify, defend and hold Buyer and its employees and agents harmless from any claim, demand, loss, expense, including without limitation reasonable attorney’s fees and document production costs, damage, or liability whatsoever, even in advance of judgment, incurred in connection with any third party claim, demand, action, proceeding, investigation or hearing (a “Claim”) that arises from (i) any Claim that a Product or deliverable infringes any intellectual property or other legal right of any third party, (ii) the failure of Supplier to comply with its warranties and obligations under this PO, (iii) the negligence or willful misconduct of Supplier, (iv) any defect in any Product of Supplier, and/or (v) any violation of applicable law, rule or regulation by Supplier, including without limitation any applicable data protection law. If a Claim of infringement is made, Supplier will, at its own expense, exercise the first of the following remedies that is practicable: (i) obtain for Buyer the rights granted under this PO; (ii) modify the Product so it is non- infringing and in compliance with this PO; (iii) replace the Product with non-infringing ones that comply with this PO; or (iv) accept the return or cancellation of the infringing Product and refund any amount paid. Buyer may return non-conforming Products to Supplier at Supplier’s expense.
Limitation of Liability. To the maximum extent permitted by applicable law in no event will Buyer be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.
Insurance. Supplier shall carry, with financially sound and reputable insurers, insurance coverage as required by law in the United States and each jurisdiction in which Supplier is providing Services, if applicable, and, in addition, as is customary for well-insured companies engaged in a similar business and sufficient to support its obligations hereunder. Supplier shall provide Buyer, upon request, with a Certificate of Insurance that evidences such coverage.
Assignment. Supplier will not assign its rights nor subcontract its duties without Buyer’s written consent. Any unauthorized assignment is void.
Confidentiality. The Products and any information pertaining to the Products, and all other non-public technical and business information exchanged by or on behalf of the parties and their affiliates is confidential (“Confidential Information”). The recipients of Confidential Information shall: (a) use it only in connection with their performance hereunder, (b) maintain it in confidence, and (c) not disclose it to third parties. Confidential Information shall not include information: (i) known to the receiving party before being obtained or derived from the disclosing party, (ii) obtained or acquired at any time by the receiving party from a third party who has the legal right to disclose the same, (iii) developed by or for the receiving party independent of a disclosure hereunder, or (iv) otherwise required by law to be disclosed, if commercially reasonable measures are, upon notice to the disclosing party and at the disclosing party’s expense used to limit such disclosure.
Applicable Laws. The validity, interpretation, and performance of these terms and any purchase made hereunder shall be governed by the laws of the Commonwealth of Massachusetts. The United Nations Convention on the International Sale of Goods (the Vienna Convention) is deemed waived and shall not apply. In the event of any dispute arising hereunder, the parties hereby submit to the jurisdiction of the state and federal courts located in Boston, Massachusetts.
General. Any reproduction of this PO by reliable means will be considered an original of this PO. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If any term or provision of this PO is declared invalid, illegal or unenforceable, the invalidity, illegality or unenforceability thereof will not affect the remaining terms or provisions of the PO.