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Purchase Order Terms and Conditions

  1. OFFER AND ACCEPTANCE – These Purchase Order Terms and Conditions (the “Terms”) provide the aforementioned seller (hereinafter, the “Seller”) with the guidelines and legal stipulations of your purchase order (the “Purchase Order”) with Ancillare LP (hereinafter, “Ancillare”) and is not an acceptance of any prior offer made to Ancillare by Seller. By acceptance of the Purchase Order, Seller agrees to be bound by, and comply with, all of these Terms, and no express assent is necessary. Ancillare objects to any additional terms, not expressly provided for herein this Purchase Order. DO NOT SHIP the goods herein ordered unless you intend to be bound by the terms and conditions of this offer, as shipment by Seller of the goods ordered shall constitute acceptance of this offer to purchase. Upon acceptance by Seller, this Purchase Order shall be the final written expression of agreement between Ancillare and Seller, constituting the entire contract between Ancillare and Seller unless otherwise expressly agreed in writing.
  2. WARRANTY – Seller expressly warrants to Ancillare that all goods and services covered by this Purchase Order shall conform to specifications, designs, drawings, samples, and other descriptions referred to herein, shall be of good workmanship, free from all defects latent or patent, merchantable and fit and sufficient for the purposes intended. This warranty shall apply to Ancillare, its customers and sub purchasers alike.
  3. PRODUCT RECALLS – In the event Seller voluntarily institutes a recall on any product or it is deemed necessary by a product manufacturer or a governmental entity to recall any of the products for any reason bearing on their quality, functionality, and/or safety, Seller shall comply diligently with its recall procedures and shall promptly notify Ancillare of such recall by sending email to recalls@Ancillare.com. Seller shall be liable for all losses associated with such recall. Upon the request of Ancillare Seller shall provide Ancillare with a copy of its recall procedures.
  4. PAYMENT – Unless expressly agreed otherwise, Ancillare shall remit payment of all undisputed fees within sixty (60) days of complete product delivery and a properly prepared invoice from Seller. If applicable, Seller shall bear and be solely responsible for the payment of all taxes levied or assessed in connection with this Agreement, if any, including but not limited to, all sales, use, rental receipt, personal property, import, and value-added or other taxes (but excluding taxes based solely upon Ancillare’s income).
  5. DELIVERY – Seller shall notify Ancillare immediately of any situation which may delay or threaten to delay the timely performance of any Ancillare Purchase Order. All or any portion of any Purchase Order may, at Ancillare’s option, be cancelled without liability to Ancillare, if delivery is not made as or when specified in Purchase Order and/or these Terms.
  6. PROPRIETARY INFORMATION CONFIDENTIALITY — Seller shall consider all information furnished by Ancillare to be confidential and shall not disclose any such information to any other person or use such information itself for any purpose other than performing this contract, unless Seller obtains written permission from Ancillare to do so. This paragraph shall apply to all documents, or other information prepared by Seller for Ancillare in connection with this order. Seller shall not advertise or publish the fact that Ancillare has contracted to purchase goods from Seller, nor shall any information relating to the order be disclosed without Ancillare’s written permission. Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at any time by Seller to Ancillare be deemed secret or confidential and Seller shall have no rights against Ancillare with respect thereto except such rights as may exist under patent laws.
  7. REMEDIES: INDEMNITY; DAMAGES – SELLER AGREES TO DEFEND, PROTECT, INDEMNIFY AND HOLD ANCILLARE, ITS SUCCESSORS, ASSIGNS, CUSTOMERS, AND ALL SUBSEQUENT USERS OF THE GOODS SOLD HEREUNDER THIS PURCHASE ORDER, HARMLESS FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES AND LIABILITIES, WHETHER DIRECT, INCIDENTAL OR CONSEQUENTIAL, ARISING FROM DAMAGE TO OR LOSS OF PROPERTY AND INJURY TO, OR DEATH OF PERSONS, INCLUDING LOSS OF PROFITS, INTERRUPTION OF BUSINESS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, AND REASONABLE COUNSEL FEES, WHICH MAY ARISE OUT OF THE USE OR ALLEGED USE OF SUCH GOODS,EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. THIS SHALL INCLUDE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PAYMENTS UNDER ANY WORKERS’ COMPENSATION LAW AND UNDER ANY PLAN FOR EMPLOYEE’S DISABILITY AND DEATH BENEFITS.
  8. ANTI-CORRUPTION, ANTI-BRIBERY AND TRANSPARENCY – In carrying its responsibilities and obligations under this Agreement, neither Party nor any employee, contractor, or agent of either Party shall, directly or indirectly: in violation of the U.S. Foreign Corrupt Practices Act of 1977 as amended (the “FCPA”), the U.S. Travel Act, the U.S. Domestic Bribery Statute, the UK Bribery Act 2010, or any other applicable anti-corruption, anti-bribery, or anti-slavery law; and shall provide certification upon request.
  9. FORCE MAJEURE – Neither Party shall be liable to the other for failure to perform when and as specified in these terms and conditions or in any purchase order if such failure to perform is cause by war, fire, flood, strike, labor dispute, accident, riot, pandemic, act of God, act of governmental authority, or other contingencies beyond the control of the non-performing party interfering with said Party’s ability to perform its obligations hereunder.
  10. CHANGES – Ancillare reserves the right, by written amendment thereto, to make changes in or additions to drawings, specifications or instructions for the work covered by this Purchase Order, to be mutually agreed upon by the Parties. Seller’s cost or in the time for performance of this Purchase Order, equitable adjustment in the price and/or time for performance, and this Purchase Order will be modified in writing accordingly; provided, that any claim for adjustment must be asserted by Seller within twenty (20) days of the request for an amendment. Regarding changes to products purchased by Ancillare, Seller shall notify Ancillare by emailing procurement@Ancillare.com, prior to making any changes to the design or manufacture of such products.
  11. LEGAL – The Parties shall comply with all applicable national and international laws, regulations, and guidelines relating to the protection of personal information, including, to the extent applicable, the General Data Protection Regulation (EU) 2016/679 (the “GDPR”), and regulations promulgated by Medicines and Healthcare Products Regulatory Agency (“MHRA”) of the United Kingdom as it relates to the protection of personal information of subjects of the European Union and   of the United Kingdom. The Parties shall also comply with all applicable medical device regulations of (EU) 2017/745 (MDR) and/or (EU) 2017/746 (IVDR) of the European Parliament and of the Council.
  12. CANCELLATION – Ancillare reserves the right to terminate this Purchase Order in whole or in part upon (1) any default on the part of Seller, not cured within twenty (20) days after written notice thereof given to Seller, or (2) at Ancillare’s discretion upon written notice to Seller and reimbursement of Sellers reasonable costs, or (3) at either Party’s sole discretion, should the other Party admit in writing its inability to pay its debts generally as they become due, or, by either Party, upon no less than thirty (30) days’ prior written notice to the other Party.
  13. LIMITATION OF LIABILITY – Seller agrees that in no event shall Ancillare be held liable to Seller or any entity for any special, exemplary, indirect, inconsequential, or punitive damages of any kind or nature whatsoever, whether or not the possibility of such damages has been disclosed to such Party in advance or could have been reasonably foreseen by such Party and whether the action is based on contract, warranty, strict liability, tort, or any other theory of law. Seller agrees that Ancillare’s entire liability with respect to the Services and this Purchase Order, shall be limited, in the aggregate, to the fees actually paid by Seller, under this Purchase Order.
  14. GOVERNING LAW – Ihis Purchase Order shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to its principles governing conflicts of law.
  15. ENTIRE AGREEMENT – The terms and conditions herein represent the entire agreement between Ancillare and Seller regarding this Purchase Order and supersede any inconsistent or additional provisions heretofore made by Seller. Neither these terms and conditions nor any Purchase Order placed by Ancillare hereunder may be altered except in a subsequent amendment mutually executed by the Parties.

Last Updated April 30, 2021