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Terms & Conditions of Purchase

HIPAA Information

The University of Utah Health Sciences Center is subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA). This transaction may fall under the jurisdiction of HIPAA and seller must comply with applicable state and federal HIPAA laws. If you have any questions concerning HIPAA, please contact the HIPAA Privacy Office at 801-587-9241. Do not call this number regarding questions on this PO - call the Buyer listed under the Ship To Information.

If this Purchase Order is issued through a Request for Proposal process and provides for the physical performance of Services within the State of Utah, Seller or Seller's service provider is required to register and participate in the Status Verification System (E-verify) to verify the work eligibility status of Seller's or Seller's service provider's employees hired on or after July 1, 2009 and employed in the State of Utah, in accordance with UCA Section 63G-11-103.

Terms & Conditions

The University of Utah Hospital ("Buyer") agrees to purchase, and Seller agrees to sell the supplies, equipment, products and/or services identified in the purchase order ("Order") according to the price(s), terms and conditions specified in the Order and as contained herein.

These terms and conditions shall govern with respect to the goods and/or services identified in this offer to purchase (the "Order") unless otherwise specifically provided by separate written agreement signed by Buyer and Seller. By acceptance of this Order, Seller agrees to comply with the terms and conditions contained herein and, subject to the pricing provisions below, to sell the goods as described in the Order for the prices or other consideration indicated. Acceptance of this Order is expressly limited to the terms and conditions contained herein. No other terms and conditions shall apply, including any terms or conditions contained in any Seller quotation, acknowledgment, response hereto, or other form which is in addition to or different than the terms and conditions contained herein. This Order shall be deemed accepted by Seller in any manner permitted by law or upon the first of the following to occur: (a) Seller's making or signing any other form or letter of acknowledgement (except that no additional or different terms and conditions thereon shall apply); (b) any performance by Seller hereunder; or (c) ten (10) days after Seller's receipt of the Order.

The laws of the State of Utah shall apply in all disputes.

All shipments are to be made F.O.B. destination, freight prepaid, to Buyer's receiving point, unless otherwise indicated on this form. Shipments shall be packed and shipped by Seller in accordance with Buyer's instructions and good commercial practice and so as to insure that no damage shall result from weather or transportation.

Any goods shipped in excess of the quantity specified in the Order will, at Buyer's option, be returned at Seller's expense.

The prices charged Buyer are to be no higher than prices charged on orders placed by others for similar quantities or similar conditions subsequent to the last general announced price change.

Buyer is exempt from Federal Excise Taxes, Utah Sales and Use Taxes. See Tax Exempt ID #s on front. Do not include taxes when submitting invoices. Federal Excise Tax Exemption Certificates and Utah Sales and Use Tax Exemption Certificates will be furnished upon request. The Seller is responsible for complying with all tax exemption requirements. The Seller is responsible for payment of all tax obligations that arise from the Seller's failure to comply with exemption requirements. Buyer's Utah State Sales and Use Tax exemption number: 11874443-002-STC.

Buyer and Seller are each subject to and must comply with all applicable state and federal anti-discrimination laws.

Buyer may cancel this Order, in whole or in part, without liability to Buyer, if deliveries are not made at the time and place and in the quantities or types of goods and services specified or in the event of a breach or failure of any of the other terms or conditions hereof. Buyer may terminate this Order in whole or in part at any time for its convenience, by notice to Seller in writing. On receipt by Seller of such notice, Seller shall, to the extent specified therein, stop work hereunder and in the case of any subcontract, terminate work under subcontracts outstanding hereunder, and take any necessary action to protect property in Seller's possession in which Buyer has or may acquire an interest. Any termination claim must be submitted to Buyer within sixty (60) days after the effective date of the termination. Any cancellation or termination by Buyer, whether for default or otherwise, shall be without prejudice to any claims for damages or other rights of Buyer against Seller. Buyer shall have the right to audit all elements of any termination claim and Seller shall make available to Buyer on request all books, records, and papers relating thereto. The Buyer also reserves the right to extend this contract, by mutual agreement of the Seller, for such periods of time and under such conditions as the parties deem prudent.

Risk of loss or damage to goods shall be on the Seller until such goods have been delivered to and accepted by Buyer, notwithstanding any other terms contained herein. All goods will be received by Buyer subject to its right of inspection and rejection. Buyer shall be allowed a reasonable period of time to inspect the goods and to notify Seller of any non-conformance with the terms and conditions of this Order. Buyer may reject any goods which do not conform to the terms and conditions of this Order. Goods so rejected may be returned to the Seller, or held by the Buyer at Seller's risk and expense.

The Seller expressly warrants that all goods supplied hereunder shall be merchantable within the meaning of Article 2-314(2) of the Uniform Commercial Code in effect on the date of this Order. In addition to all warranties which may be prescribed by law, the goods shall conform to any specifications, drawings, and other description furnished by the Buyer and shall be free from defects in materials and workmanship. Seller also warrants that to the extent the goods are not manufactured pursuant to detailed designs furnished by Buyer, they will be free from defects in design. Such warranties, including warranties prescribed by law,shall run to Buyer, for a period of one year after delivery.

To the extent the goods are not manufactured in accordance with Buyer's designs, Seller shall defend, indemnify and hold harmless Buyer, Buyer's assignees, and other users of the goods from and against any claim of infringement of any Letters Patent, Trade Names, Trademark, Copyright or Trade Secrets by reason of sale or use of any articles purchased hereunder. Buyer shall promptly notify Seller of any such claim.

In filling this Order, Seller shall warrant and guarantee to Buyer that the articles are in compliance with Sections 5 and 12 of the Federal Trade Commission Act, the Fair Packaging and Labeling Act, the Federal Food, Drug and Cosmetic Act, the Consumer Product Safety Act of 1972, the Federal Insecticide, Fungicide and Rodenticide Act, the Federal Hazards and Substances Act, the Fair Labor Standards Act, the Wool Products Labeling Act, the Flammable Fabrics Act and the Occupational Safety and Health Act of 1970.

Seller shall not assign this Order or any interest herein including any performance or any amount which may be due or may become due hereunder, without Buyer's prior written consent.

For good cause and as consideration for executing this Order, Seller, through its duly authorized agent, conveys, sells, assigns, and transfers to the Buyer all rights, title, and interest in and to all causes of action it may now or hereafter acquire under the antitrust laws of the United States and the State of Utah, relating to the particular goods or services purchased or acquired by the Buyer.

University Hospital is committed to policies of equal opportunity, affirmative action and nondiscrimination, and seeks to provide equal access to its programs, services and activities for people with disabilities. For further information or to arrange accommodation for people with disabilities contact the University of Utah Office of Equal Opportunity & Affirmative Action: (801) 581-8355.