Last updated: May 1, 2024
Seller acknowledges and accepts the Terms of the Purchase Order (“PO”) by: (i) signing and returning it to RBO, or, (ii) by its performance under the PO. In either case, Seller agrees to comply with PO Terms and any documents related thereto or listed in the Terms and Conditions contained or referenced at www.rboinc.com (the “T&Cs”). Seller agrees by its acceptance of the PO that it has reviewed and accepted the T&Cs and that it will also regularly check for changes and advise itself of the T&Cs listed. If at any time Seller does not agree with the T&C’s, it will immediately advise RBO, in writing, identifying the objection(s). Any other terms or conditions different from or in addition to these T&Cs, whether contained in any acceptance, or accompanying any delivery, or otherwise, are rejected by RBO. RBO may update or modify these T&Cs from time to time in its sole discretion.
The PO price is that shown in the PO. If no price is set forth with PO, the Goods will be billed at the price last quoted or at the prevailing market price, whichever is lower. RBO may set off any amount owed at any time by Seller to RBO against any amount payable at any time by RBO for this PO. No extra charges of any kind will be allowed unless specifically agreed to in writing by RBO. All applicable taxes arising out of transactions contemplated by the PO will be borne by Seller, except as otherwise specified by the parties in writing.
Time is of the essence for Seller. RBO may, by written notice of default delivered via email or regular mail to Seller (a) terminate all or any part of this PO if: Seller fails to perform within the time specified herein (or any extensions agreed to by RBO in writing) or fails to perform any of the other provisions of this PO, or so fails to make sufficient progress as determined by RBO so as to endanger performance of this PO. Seller will perform the PO the extent not terminated and will pay RBO for any excess costs incurred by RBO for the completion by RBO of such similar Goods or Services. In lieu of termination for default, RBO, at its discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, in which case for an equitable reduction in the PO price. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller will promptly notify RBO in writing. If Seller does not comply with RBO’s delivery schedule, RBO may require delivery by fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by Seller. The rights and remedies of RBO provided in this Section 3 are in addition to any other rights and remedies provided by the Uniform Commercial Code or at law or equity.
By accepting this Purchase Order, Seller agrees to all the Terms & Conditions which can be found at www.rboinc.com as the same may be from time to time amended unless expressly superseded or amended in writing by RBO and Seller through the RBO Preferred Vendor agreement, or any other executed Vendor/Seller agreement with RBO. All payments are made in US funds. All taxes shall be stated separately and be the responsibility of the Seller.
All Goods must be packed and shipped as specified by RBO. Seller shall package the Goods so as to avoid any damage in transit. If RBO does not specify the manner of packing shipment, route or carrier, Seller shall ship the Goods at the lowest possible transportation rates to meet the PO delivery schedule.
All Goods and Services will be subject to inspection by RBO and its customer at all times and places, including during the period of manufacture and, in any event, prior to final acceptance. Failure to inspect, accept or reject Goods or Services or the failure to detect defects by inspection, will neither relieve Seller from responsibility for such Goods not in accordance with this PO nor impose any RBO liability. RBO’s payment for the Goods shall not constitute its acceptance of the Goods or Services. Goods and Services rejected and/or supplied in excess of quantities ordered may be returned to the Seller at Seller’s expense. Payment, if any, made for any Goods later rejected shall be promptly refunded by Seller. Seller will provide and maintain an inspection and process control system acceptable to RBO covering the Goods and Services ordered. Records of all inspection work by Seller will be kept complete and be made available to RBO and its customer during the performance of this PO and for five (5) years after Seller’s PO completion. If any of the Goods are defective, or otherwise not in conformity with the PO requirements, then RBO, in addition to such other rights and remedies it may have by law or equity, at its sole discretion, may: (i) reject and return such Goods at Seller’s expense, or (ii) require Seller to inspect the Goods and remove nonconforming Goods, and/or (iii) require Seller to replace the nonconforming Goods or Services with conforming Goods or Services at Seller’s expense.
Regarding the Goods and Services, Seller represents and warrants that: (a) Seller will convey clear title to RBO, (b) all Services (i) are performed in accordance with the highest industry standards, (ii) are free from all defects, (iii) do not and shall not breach, conflict with, or constitute a default under any agreement, instrument, or federal or state law or regulation or infringe upon any patent, trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity, (iv) are fit for the particular purposes for which they are acquired and are provided in strict accordance with the specifications or other requirements (including performance specifications) approved or adopted by RBO, and (c) all Goods sold will be of merchantable quality, free from all defects in design, workmanship and materials, not infringe upon any patent, trademark, trade name, service mark, copyright or other proprietary right of any person or entity, and fit for the particular purposes for which they are purchased and that the Goods are provided in strict accordance with the specifications, samples, drawings, designs or other requirements (including performance specifications) approved or adopted by RBO. RBO’s inspection or acceptance of the Goods shall not affect Seller’s obligations under these warranties. Seller shall replace or correct, at RBO’s option defects of any Goods not conforming to these warranties. If Seller fails to correct defects in or replace nonconforming Goods within ten (10) days from the date the RBO notifies Seller of the defect or defects, RBO may, upon ten (10) days prior written notice to Seller, either (i) make such corrections or replace such Goods and charge Seller for all costs incurred by RBO, or (ii) revoke its acceptance of the Goods in which event Seller shall be obligated to refund the purchase price and make all necessary arrangements, at Seller’s costs, for the return of the Goods to Seller. All warranties of Seller herein or which are implied by law shall survive any inspection, delivery, acceptance, or payment by RBO. Any attempt by Seller to limit, disclaim, or restrict these warranties or any remedies of RBO, by acknowledgment or otherwise, in accepting or performing this PO, will be null, void, and ineffective without RBO’s written consent.
RBO may make changes to this PO, including changes to quantities, methods of shipment or packing and delivery schedules or locations of delivery. If any such changes reasonably cause an increase or decrease in the cost of or the time required for the performance of any work under this PO, an equitable adjustment will be made in the contract price or delivery schedule, or both, and this PO will be modified in writing accordingly.
Any knowledge or information which the Seller will have disclosed or may later disclose to RBO, and which in any way relates to the Goods or Services covered by this PO will not, unless otherwise specifically agreed to in writing by RBO, be deemed to be confidential or proprietary information, and will be acquired by RBO, free from any restrictions. Seller will keep confidential any technical, process, economic, or other information derived from drawings, specifications and other data furnished by RBO in connection with the PO (in whatever form or format) and will not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining RBO’s prior written consent. Seller accepts full responsibility for compliance with all applicable laws in connection with Services requested including, but not limited to, compliance with HIPAA, Medicare rules and regulations, and the federal Anti-Kickback statute.
Seller represents and warrants that all Goods supplied will be produced in compliance with the applicable provisions of all federal, state, or local laws or ordinances and all related lawful orders, rules, and regulations. Seller will also comply with any provisions, representations or agreements, or contractual clauses required to be included or incorporated by reference or operation of law in any PO.
Seller shall indemnify and hold RBO and its affiliates from and against any or all claims, demands, litigation or proceedings of whatever kind, including all direct, indirect, incidental or consequential damages relating to, arising out of, the Goods and/or Services, the design, manner of preparation, manufacture, construction, completion, or delivery or non-delivery of any Goods and/or Services by Seller, any breach by Seller of any of its obligations hereunder. Seller shall, upon request, pay or reimburse RBO or any other party entitled to indemnification hereunder for all costs and expenses, including attorneys’ fees, as incurred by RBO or such other party in connection with any such claim, demand, litigation, proceeding, loss, or damage. RBO’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS PO IS LIMITED TO THE AMOUNT PAID BY RBO FOR THE GOODS AND/OR SERVICES. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, RBO SHALL NOT BE LIABLE UNDER THIS ORDER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES.
Seller will maintain Comprehensive General Liability, Automobile Liability and Employers’ Liability insurance with limits as reasonably required by RBO, as well as appropriate Workers’ Compensation insurance as will protect Seller from all claims under any applicable workers’ compensation and occupational disease acts. At RBO’s request, Seller will furnish to RBO a Certificate of Insurance completed by its insurance carrier(s) certifying that the required insurance coverages are in effect, inclusive of Errors and Omissions coverage naming RBO as an additional insured and containing a covenant that such coverage and will not be canceled or materially changed until ten (10) days after prior written notice has been delivered to RBO.
Seller shall comply with all pertinent provisions of government contract, executive orders, and directives (whether applicable to RBO, any RBO Customer or both) to the extent that they apply to the subject matter of this PO and all such pertinent contract provisions, orders and directives are hereby incorporated by reference into this PO. A copy of the government contract’s terms and conditions will be given to Seller upon request.
If RBO notifies Seller or Seller is otherwise aware that the customer of RBO is involved in the healthcare industry or otherwise subject to federal, state or local regulation related to the costs of providing Services or products, then Seller agrees that, until the expiration of four (4) years after the furnishing of any Goods and/or Services pursuant to the PO, Seller will make available, upon written request of any regulatory authority or any of their duly authorized representatives, copies of the PO and any books, documents, records and other data of Seller’s that are necessary to certify the nature and extent of the costs incurred by the RBO customer in purchasing such Goods and/or Services. Seller further agrees to notify RBO of any regulatory request for such books, documents, records, or data.
