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Dental Health Products, Inc. Purchase Order Standard Terms and Conditions:
- Terms and acceptance. This order becomes a contract (1) when Seller's acknowledgment is received by Dental Health Products, Inc. ("DHPI") via email, facsimile or other written confirmation, or (2) when shipment according to schedule of all or any portion of the goods covered by this order shall be made, or (3) when DHPI gives Seller written approval of the price and delivery schedule of the goods as stated by Seller if Seller's written acknowledgment of this order contains either: (a) a different price or delivery schedule or a different type of item, or (b) no price or no delivery schedule for the item or items to which DHPI's approval applies. Except as provided in the preceding sentence, it is a condition of this order that any provisions printed or otherwise contained in any acknowledgment hereof, inconsistent with or in addition to the terms and conditions herein stated, and any alteration in this purchase order, shall have no force or effect, and that Seller by such acknowledgment thereby agrees that any such provisions therein or any such alterations in this order shall not constitute any part of this contract of purchase and sale. This contract contains the entire agreement of the parties, and failure of either party to enforce any of its rights hereunder shall not constitute a waiver of such rights or of any other rights hereunder.
- Inspection, warranty. Goods delivered (whether paid for or not) are subject to inspection, testing, and approval by DHPI before acceptance. Seller expressly warrants that all articles, materials, and work will conform to the applicable drawings, specifications, samples, or other descriptions given in all respects, and that the goods delivered hereunder will be of good quality, material, and workmanship, merchantable and free from defects. This warranty shall survive any inspection, delivery, acceptance, or payment by DHPI of the goods or services.
- Nonconforming goods. All goods not fully up to standard and not in compliance with the specifications hereof, or shipped contrary to instructions, or in excess of the quantities herein provided, or substituted for goods described, or not shipped in containers conforming to DHPI's specifications (or, in the absence of such specifications, in recognized standard containers), or allegedly violating any statute, ordinance, or administrative order, rule, or regulation, may be rejected by DHPI and returned or held at Seller's expense and risk. DHPI may charge to Seller all expense of inspecting unpacking, examining, repacking, storing, and reshipping any goods rejected as aforesaid. The remedies hereinabove afforded to DHPI shall not be exclusive, but DHPI may hold Seller liable for any and all damages arising from any breach or default hereinabove set forth.
- Price. Prices recorded in this order are not subject to increase. No additional amounts shall be chargeable to DHPI because of taxes or excises, presently or hereafter levied on Seller. If Seller's quoted prices for the goods covered by this order are reduced (whether in the form of a price reduction, close-out, rebate, allowances, or additional discounts offered to anyone) at time of any shipment, Seller agrees that the price to DHPI for such goods will be reduced accordingly, and that DHPI will be billed at such reduced prices. If price is not recorded on the face of this order, price shall be that of last previous order given by DHPI to Seller, subject to the provisions of this paragraph. If the price includes taxes or excises, and if such taxes or excises or any part thereof are hereafter refunded to Seller, Seller shall immediately pay DHPI the amount of such refund. Seller certifies that the prices herein are not higher than prices being charged to other organizations purchasing identical goods in smaller quantities at this particular time and do not discriminate against purchaser.
- Price discrimination. Seller represents that the prices and terms of purchase, and any allowances available shall be in full compliance with the Robinson Patman Act.
- Payment. Terms of payment are as previously arranged, or if specified in this order, then as so specified in this order.
- Delivery time of essence. DHPI's schedules are based upon the agreement that the goods will be delivered by the dates specified on the face of the purchase order, if any. Time is therefore of the essence and if goods are not delivered within the time specified hereon, DHPI may reject such goods and cancel order. The acceptance of later or defective deliveries shall not be deemed a waiver by DHPI of its right to cancel this order, or to refuse to accept further deliveries.
- Packing. Each package shall be numbered and labeled with DHPI's order number, stock number, contents, and weight, shall contain an itemized packing slip and shall be properly prepaid for shipment so as to secure lowest transportation and insurance rates and to meet carrier's requirements unless otherwise specified. No charges will be allowed Seller for packing, breaking, freight, express, or cartage unless stated herein.
- Warranty against infringement. Seller warrants that the sale or use of goods of Seller's design or Seller's patents covered by this order either alone, or in combination with other materials, will not infringe or contribute to the infringement of any patents or trademarks or copyrights either in the U.S.A. or foreign countries, and Seller shall defend every suit which shall be brought against DHPI or any party selling or using DHPI's products for any alleged infringements of any patents, trademarks or copyrights, by reason of the sale or use of said materials either alone, or in combination with other materials and to pay all expenses and fees of counsel which shall be incurred in and about defending every such suit and all costs, damages, and profits recoverable in every such suit.
- Compliance with law. The performance of any work pursuant to this order is and shall be subject in all respects to and in compliance with all laws, rules, regulations, and ordinances, proclamations, demands, directives, executive orders, or other requirements of the municipal, state, and federal governments and all subdivisions thereof which now govern or may hereafter govern the manufacture, sale, or delivery of the parts, supplies, and goods, contemplated by this order, including, but not limited to the provisions of the Fair Labor Standards Act of 1938, the Walsh Healy Act, the Federal Food, Drug, and Cosmetics Act, and any other applicable laws.
- Indemnification by Seller. Seller will indemnify, hold harmless, and defend DHPI from all liability for loss, damage, or injury to person or property in any manner arising out of or incident to the performance of the contract.
- Taxes. Seller accepts liability for payment of all payroll and Social Security taxes and all other federal, state, or local taxes now or hereinafter imposed by any governmental authority.
- Conflicting terms. If terms on this order do not appear on or agree with Seller's invoice as rendered, Seller agrees that DHPI may change invoice to conform to this order and make payment accordingly.
- Delegation, assignment. Seller shall not delegate or assign any duties or claims under this order without DHPI's prior written consent. Any such delegation or assignment attempted without DHPI's previous written consent shall effect, at DHPI's option, a cancellation of all of DHPI's obligation hereunder. All claims for moneys due or to become due from DHPI shall be subject to deduction by DHPI, for any setoff or counterclaim arising out of this or any other of DHPI's orders with Seller, whether such setoff or counterclaim arose before or after any such assignment by Seller.
- Modification. DHPI shall have the right to make, from time to time, and without notice to any sureties or assignees, changes as to packing, testing, destination, specifications, designs, and delivery schedule. Seller shall immediately notify DHPI of any increases or decreases in costs caused by such changes and an equitable adjustment of prices or other terms hereof shall be agreed upon in a written amendment to this order.
- Cancellation. DHPI reserves the right at any time and from time to time without cause, to cancel all or any part of the undelivered portion of this order by notice to Seller. In the event of such cancellation, DHPI shall not be liable to Seller for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect DHPI's right to terminate this purchase order for default of Seller.
- Default. Upon the happening of any one or more of the following events, DHPI shall forthwith have the unrestricted right to cancel and terminate the within contract without cost or liability to the DHPI: (1) Seller's insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Seller; (3) institution of legal proceedings against Seller by creditors or stockholders; (4) appointment of a receiver for Seller by any court of competent jurisdiction. The acceptance of goods or performance after the occurrence of any of the events above enumerated shall not affect the right of the DHPI to cancel its additional obligations.
- Electronic Signatures. DHPI and Seller agree that all business transactions may be conducted by electronic means, including the use of electronic signatures, subject to Wisconsin Statutes Chapter 137.
- Veterans Rule. “This contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans”
- Disability Rule. “This contractor and subcontractor shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability , and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities”