TERMS AND CONDITIONSDefinitions: (i) "Seller" means a person or organization with whom The Detroit Medical Center ("DMC") has contracted for the purchase of goods or goods and services; (ii) "Buyer" means the DMC, its subsidiaries and affiliates; (iii) "Agreement" means the entire written agreement between the Buyer and Seller, including, but not limited to the Invitation to Bid or Request for Proposal and its specifications, terms, and conditions, solicitation instructions, solicitation addenda and contract amendments, if any, and the purchase order or price agreement document.
1. Incorporation Into Agreements: These Purchase Order Terms and Conditions ("-Standard Terms-") are attached to and incorporated by reference into the agreement or arrangement (an "-agreement-") entered into between the recipient of these Standard Terms (the "-Seller-") and the Buyer. Seller is hereby notified that by performing services for the DMC. Buyer accepts and is bound by the Standard Terms, compliance with which is an express condition of the obligation of DMC to pay Seller or otherwise perform under any agreement with Seller. The Standard Terms are supplemental to any agreement between Seller and the DMC, and to the extent of any inconsistency or express conflict, the Standard Terms control. Any variations or discrepancy between the Standard Terms and any agreement regarding the identity or defined names of the parties shall be deemed inconsequential in the interpretation of the agreement and the Standard Terms.
2. Acceptance: Seller may accept this purchase order by shipment of the goods or performance of the service. By accepting this order, Seller agrees to the stated price and all the terms and conditions hereof. No acceptance shall be effective which varies the terms or conditions on the face or reverse side hereof or which proposes additional terms.
3. Shipment and Delivery: In the cases the Seller's goods will be delivered F.O.B. to the Buyer's receiving dock or to other locations designated by the Buyer on the face of this purchase order. In the event of loss or damage to the goods in shipment, the Seller shall file all freight claims and hold the Buyer free of any cost or expense. The delivery date and location of any goods and services is as specified on the face of this purchase order. All deliveries of goods and services must be made between 7:00 a.m. and 3:30 p.m, Monday through Friday.
4. Inspection and/or Rejection: All goods and services shall be received subject to Buyer's right of inspection and rejection. Buyer shall have the right to inspect the goods at the time and place of delivery or within a reasonable time thereafter, before paying for or accepting them. If Buyer finds goods or services furnished to be incomplete or not in compliance with specifications, Buyer may reject the goods or goods and services and require the Seller to either correct them without charge, or provide at a reduced price, whichever is equitable under the circumstances. If Seller is unable or refuses to cure any defects within a time deemed reasonable by Buyer, Buyer may reject the goods or services and cancel the contract in whole or in part. Acceptance of goods by the Buyer after inspection shall not release or discharge Seller's liability in damages or other legal remedy for breach of promise or warranty, expressed or implied, with respect to goods or services ordered hereunder.
5. Cash Discount: If Buyer is entitled to a cash discount, the period of computation will be calculated from the time of acceptance of the goods and services buy the Buyer.
6. Tax: Goods are services purchased pursuant to the purchase order are not subject to Michigan Sales or Use Tax.
7. Entire Agreement: This purchase order constitutes the complete and entire agreement between Buyer and the Seller. This writing is intended as the final expression and an exclusive statement of the terms of the agreement. No course of prior dealings between the parties, no usage of trade and no future acknowledgement by Seller shall be relevant to supplement or explain any term defined by the Michigan Uniform Commercial Code is used in the agreement, the definition contained in the Code is to control.
8. Modifications: No alterations, waiver, or modification of the provisions of this Agreement, including changes in price will be valid unless accepted in writing, by the Buyer or its duly authorized agent. The specific quantity ordered and the stated price must not be changed without Buyer's written permission. Any excess delivered may be returned at Buyer's option and at the Seller's risk and expense.
9. Cancellation: Buyer reserves the right, up to the time of shipment by Seller, to cancel this order in its entirety or in part by verbal notice followed by written confirmation. This offer is not a firm offer. Cancellation charges shall be limited to the value of any custom made goods produced and services rendered prior to the date of termination.
10. Assignment: No right or interest in this agreement shall be assigned by the Seller without the prior written approval of the Buyer.
11. Warranties: Seller expressly warrants to Buyer, is successors and users of the goods as follows:
a) that all goods delivered pursuant to this order will conform to the description furnished or specified by the Buyer, will be of good material and workmanship, will be free from defects in material and workmanship and will be merchantable and fit for the purpose intended;
b) that all services rendered pursuant to this order shall be rendered in a timely and reliable manner by a qualified personnel in a workmanlike manner;
c) that the sale and/or use of the goods and services herein ordered shall not infringe or contribute to the infringement of any domestic or foreign patent;
d) that all goods and services supplied meet or exceed all federal, state and local statues, regulations and standards for such goods or services, including but not limited to those of OSHA, NFPA, the Department of Health and Human Services and the Michigan Department of Community Health;
e) that the goods are free of liens and encumbrances and the Seller has the legal right to transfer title of the goods and/or services.
12. Independent Contractor: In performing services under this Agreement, Seller shall at all times be deemed and regarded as an independent contractor. Any person whose services are furnished to the Buyer pursuant to this order are not employees of the Buyer and are not covered by the Buyer's workers' compensation insurance, nor entitled to any compensation or fringe benefits offered by the Buyer.
13. Remedies: Buyer and Seller shall have available all remedies provided hereunder and as provided under the Michigan Uniform Commercial Code. No claim or right arising out of a breach of this agreement can be discharged in whole or part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party.
14. Access to Records: By accepting this purchase order the Seller agrees that if this purchase order is determined to be a contract or "subcontract" within the meaning of Section 952 of Public Law 96-499, the Seller will allow, until the expiration of four years after the furnishing of the goods or services, the Secretary of the Department of Health and Human Services and the Comptroller General or any of their duly authorized representatives, access to the contract, and any books, documents and records necessary to certify the nature and extent of costs incurred by the buyer.
15. Stark/Fraud & Abuse: To evidence compliance with federal laws prohibiting payments for referrals, including the Stark Law, Medicare and Medicaid Anti-Fraud and Abuse laws and HIPAA, Seller represents and warrants, that any financial relationship (as defined in the Stark Law, Fraud and Abuse laws and related regulations) between a physician and Buyer, currently and during the term of this Agreement, conforms now or will conform from its inception with an exception under the Stark Law and a safe harbor under the Fraud and Abuse laws. No payments hereunder shall be for referrals of patients and no provision of this Agreement shall require or is intended to be constructed to require that Seller or physician under the control of Seller shall make referrals of patients to the DMC. Seller shall permit the DMC, upon reasonable notice and during reasonable business hours, to review, audit and copy any books, documents or records necessary or appropriate to evaluate the performance of Seller, the amounts of properly paid by or to the DMC, and compliance with the law and the terms of the Agreement, including the Standard Terms. The DMC shall not divulge to third parties the information reviewed in such audit, except as required by law or as necessary or appropriate to protect the interest of the DMC.
The Detroit Medical Center is an Equal Employment Opportunity Employer