Terms and Conditions
UT Physicians, a Texas non-profit organization
Purchase Order Terms and Conditions
- DELIVERY; SUBSTITUTIONS; INVOICES: Contractor will keep UTP advised at all times of the status of delivery or performance under this Purchase Order. If delay is foreseen, Contractor will give prompt written notice to UTP. Upon notice, UTP may extend the delivery date in its sole discretion. Contractor will only tender for acceptance those goods and services that conform to the requirements of this Purchase Order. Substitutions, cancellations and price changes will require prior written consent of UTP. Default in promised delivery or failure to conform to the requirements of this Purchase Order authorizes UTP to purchase goods or services elsewhere and charge to Contractor any excess cost of such repurchase. Contractor will show this Purchase Order number on all packages, shipments, and invoices.
- TITLE AND RISK OF LOSS: Title to and risk of loss to any goods to be delivered under this Purchase Order will not pass to UTP until UTP actually receives and takes possession of such goods at the point of delivery.
- PAYMENTS; SALES TAX; ELECTRONIC FUNDS TRANSFER: N/A
- WARRANTIES: In addition to all warranties established by law, Contractor hereby represents, covenants, certifies, warrants and agrees that:
- Contractor will comply with all requirements of this Purchase Order.
- If Contractor is a corporation, partnership, limited partnership, limited liability partnership, or limited liability company, it is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly authorized and in good standing to conduct business in the State of Texas.
- All goods and services covered by this Purchase Order will conform to the specifications, drawings, samples or other descriptions furnished or adopted by UTP (collectively “specifications“), and will be new, merchantable, fit for the purpose intended, of best quality and workmanship, and free from all defects. UTP will have the rights of inspection and approval and may reject and return goods or require reperformance of services at Contractor’s expense if defective or not in compliance with UTP’s specifications. Defects will not be deemed waived by UTP’s failure to notify Contractor upon receipt of goods or completion of services or by payment of invoice.
- No disclosure, description, or other communication of any sort will be made by Contractor to any third person of the fact of UTP’s purchase of goods or services under this Purchase Order, or of the details and characteristics of the goods or services, without UTP’s prior written consent. Anything furnished to Contractor by UTP pursuant to this Purchase Order including samples, drawings, patterns, and materials will remain the property of UTP, will be held at Contractor’s risk, and will be returned to UTP upon UTP’s request, and no disclosure or reproduction thereof in any form will be made without UTP’s prior written consent.
- Contractor is familiar with and is in full compliance with its obligations, if any, under all applicable federal, state and local, laws, regulations, and ordinances (collectively, “Applicable Laws“).
- All goods delivered or services provided pursuant to this Purchase Order will conform to standards established for such goods and services by all Applicable Laws, including those standards promulgated by the federal Occupational Safety and Health Administration (OSHA).
- Contractor is familiar with and in full compliance with the Texas Hazard Communication Act and will provide either (1) a Material Safety Data Sheet (“MSDS“) for each product Contractor, its employees, agents or subcontractors brings on UTP’s premises, or (2) a statement of exemption if the product is not covered by the Texas Hazard Communication Act.
- Use or sale of any goods delivered under this Purchase Order, except (with respect to patents) goods produced to UTP’s detailed design, will not infringe any adverse valid patent, copyright, trademark or other intellectual property right.
- The price to be paid by UTP will be that contained in Contractor’s bid or proposal, which Contractor warrants to be no higher than Contractor’s current prices on orders by others for goods or services of the kind covered by this Purchase Order for similar quantities to similar customers under similar conditions. In the event Contractor breaches its warranty, the prices will be reduced to Contractor’s current prices on orders by others or, in the alternative, UTP may cancel this Purchase Order without liability to Contractor.
- Contractor will make records of Contractor’s costs, reimbursable expenses and payments pertaining to this Purchase Order available to UTP or its authorized representative during business hours and retain those records for four (4) years after final payment or abandonment of the project, unless UTP otherwise instructs Contractor in writing.
- If this Purchase Order requires Contractor’s presence on UTP’s premises or in UTP’s facilities, Contractor will cause its employees, representatives, agents, and subcontractors to become aware of, fully informed about, and in full compliance with all applicable UTP rules and policies, including those relative to personal health, security, environmental quality, safety, fire prevention, noise, smoking, and access restrictions.
- Contractor has not given or offered to give, nor does Contractor intend to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Purchase Order.
- The foregoing representations, covenants, certifications, warranties and agreements will survive acceptance of goods as well as performance of services under this Purchase Order.
- ANTITRUST LAWS; CLAIMS FOR OVERCHARGES: Contractor warrants and represents that neither Contractor nor any party acting on behalf of Contractor has violated the antitrust laws of the United Sates or of the State of Texas.
- INDEPENDENT CONTRACTOR: In performing any services under this Purchase Order, Contractor is, and undertakes performance thereof as, an independent contractor, with sole responsibility for all persons employed in connection therewith, including exclusive liability for the payment of all federal, state, and local unemployment and disability insurance premiums and fees and all social security and other taxes and contributions payable in respect of such persons, from and against which liability Contractor agrees to indemnify, exonerate and hold harmless UTP.
- INDEMNITY: CONTRACTOR WILL DEFEND, INDEMNIFY AND HOLD HARMLESS UTP, AND ITS OFFICERS(COLLECTIVELY THE “INDEMNIFIED PARTIES“) FROM AND AGAINST ALL DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, EXPENSES, AND OTHER CLAIMS OF ANY NATURE, KIND, OR DESCRIPTION, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING (COLLECTIVELY “CLAIMS“) BY ANY PERSON OR ENTITY, ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM THIS PURCHASE ORDER OR THE GOODS OR SERVICES PROVIDED UNDER THIS PURCHASE ORDER, TO THE EXTENT CAUSED BY THE ACTS, OMISSIONS OR WILLFUL MISCONDUCT OF CONTRACTOR OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS OR SUPPLIERS. IN ADDITION, CONTRACTOR WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ALL CLAIMS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM THIS PURCHASE ORDER OR THE GOODS OR SERVICES PROVIDED UNDER THIS PURCHASE ORDER.
- INSURANCE: If Contractor’s employees, agents, suppliers or subcontractors will be present on UTP’s property, Contractor will maintain and cause its agents, suppliers and subcontractors (if any) to maintain the following insurance coverages for at least the specified limits:
Coverages Limits Workers’ Compensation Statutory Limits Employer’s Liability $1,000,000 per accident and employee Commercial General Liability
(including contractual liability)
$1,000,000 per occurrence Personal & Advertising Injury $1,000,000 per occurrence Product/Completed Ops $1,000,000 aggregate Business Auto Liability $1,000,000 combined single limit General Aggregate $3,000,000 per policy limit
All policies (except Workers’ Compensation) will name UTP, the Board, and their officers and employees as Additional Insured. A Waiver of Subrogation in favor of UTP and the Board and thirty (30) day notice of cancellation is required on all policies. Certificates of insurance verifying the foregoing requirements will be provided to UTP prior to commencement of any services under this Purchase Order. Contractor will endorse all policies to require insurance carriers to notify UTP of cancellation, termination, material change, or non-renewal of any policy.
- VENUE; GOVERNING LAW: Harris County, Texas, will be the proper place of venue for suit on or in respect of this Agreement. This Agreement, all of its terms and conditions, all rights and obligations of its parties, and all claims arising out of or relating to the Agreement, will be construed, interpreted and applied in accordance with, governed by and enforced under, the laws of the State of Texas.
- ASSIGNMENT AND DELEGATION: Contractor may not assign any of its rights or delegate any of its obligations under this Purchase Order without UTP’s prior written consent. Any assignment or delegation attempted by Contractor in violation of this clause will be void and ineffective for all purposes.
- ENTIRE AGREEMENT; MODIFICATIONS: This Purchase Order supersedes all prior agreements, written or oral, between Contractor and UTP and will constitute the entire agreement and understanding between the parties with respect to the subject matter hereof. This Purchase Order and each of its provisions will be binding upon the parties and may not be waived, modified, amended or altered except in writing.
- NOTICES: Except as otherwise provided by this Section, all notices, consents, approvals, demands, requests or other communications provided for or permitted to be given under any of the provisions of this Purchase Order will be in writing and will be sent via certified mail, hand delivery, overnight courier, facsimile transmission (to the extent a facsimile number is set forth below), or email (to the extent an email address is set forth below) as provided below, and notice will be deemed given (i) if delivered by certified mailed, when deposited, postage prepaid, in the United States mail, or (ii) if delivered by hand, overnight courier, facsimile (to the extent a facsimile number is set forth below) or email (to the extent an email address is set forth below), when received:If to UTP:UT Physicians, a Texas non-profit corporation
6410 Fannin St., Suite 1500
Houston, TX 77030
Attention: Executive Director Business Operations-UTP or other person or address as may be given in writing by either party to the other in accordance with this Section.
- RESPONSIBILITY FOR INDIVIDUALS PERFORMING WORK; CRIMINAL BACKGROUND CHECKS: Each individual who is assigned to perform services under this Purchase Order will be an employee of Contractor or an employee of a subcontractor engaged by Contractor. Contractor is responsible for the performance of all individuals performing services under this Purchase Order. Prior to commencing services, Contractor will (1) provide UTP with a list (“List“) of all individuals who may be assigned to perform services, and (2) have an appropriate criminal background screening performed on all the individuals. Contractor will determine on a case-by-case basis whether each individual assigned to perform services is qualified to provide the services. Contractor will not knowingly assign any individual to provide services on UTP’s campus who has a history of criminal conduct unacceptable for a UTP campus or healthcare center, including violent or sexual offenses. Contractor will update the List each time there is a change in the individuals assigned to perform services. Prior to commencing performance of services under this Purchase Order, Contractor will provide UTP a letter signed by an authorized representative of Contractor certifying compliance with this Section. Contractor will provide UTP an updated certification letter each time there is a change in the individuals assigned to perform services.
- FORCE MAJEURE: Neither party hereto will be liable or responsible to the other for any loss or damage or for any delays or failure to perform due to causes beyond its reasonable control including acts of God, strikes, epidemics, war, riots, flood, fire, sabotage, or any other circumstances of like character (“force majeure occurrence“). Provided, however, in the event of a force majeure occurrence, Contractor agrees to use its best efforts to mitigate the impact of the occurrence so that UTP may continue to provide healthcare services during the occurrence.
- Upon written notice to Contractor, UTP may terminate this Purchase Order, in whole or in part, without cause. If UTP terminates without cause, UTP will pay Contractor all reasonable costs incurred up to the date of termination. Under no circumstance will UTP pay Contractor for anticipatory or lost profits.
- In the event of a material failure by Contractor to perform in accordance with the terms of this Purchase Order (“default“), UTP may terminate this Purchase Order upon ten (10) days’ written notice of termination setting forth the nature of the default; provided that, the default is through no fault of UTP. Termination will not be effective if the default is fully cured by Contractor prior to the end of the ten-day period.
- This section is applicable if this Purchase Order is intended to acquire the use of an Internet application, software or a database: EXTERNAL TERMS: This Purchase Order completely supplants, replaces, and overrides all other terms and conditions or agreements, written or oral, concerning Contractor’s performance or provision of goods or services under this Purchase Order (“External Terms“). The External Terms are null and void and will have no effect under this Purchase Order, regardless of whether UTP or its employees, contractors, or agents express assent or agreement to the External Terms. The External Terms include any shrinkwrap, clickwrap, browsewrap, web-based terms and conditions of use, and any other terms and conditions displayed in any format that UTP or its employees, contractors, or agents are required to accept or agree to before or in the course of accessing or using any goods or services provided by Contractor.
- Patents: Contractor warrants the material purchased hereunder does not infringe any letters patent granted by the United States and covenants and agrees to save harmless and protect UTP, its successors, assigns, customers, and users of its product against any claim or demand based upon such infringement, and, after notice, to appear and defend at its own expense any suits at law or inequity arising therefrom
- Ownership of Work Material: Contractor understands and agrees that all rights to, title to, and interest in the goods and services rendered by Contractor under this Order (individually the “Work”, collectively “Work Materials”) will vest in UTP and any work or development on the Work or Work Materials done by Contractor or any employee of Contractor under this Order shall be deemed to be a work made for hire in the course of the Work rendered under this Order. To the extent that title to any portion of Work or Work Materials may not, by operation of law, vest in UTP or any Work or Work Materials may not be considered a work made for hire, Contractor hereby irrevocably assigns, conveys, and transfers to UTP and its successors, licensees, and assigns all rights, title and interest worldwide in and to the Work and Work Materials and all proprietary rights therein, including copyrights, trademarks, service marks, patents, trade secrets, moral rights, all contract and licensing rights and all claims and causes of action with respect to Work and Work Materials, whether now known or hereafter to become known. In the event Contractor has any rights in Work or Work Materials which cannot be assigned, Contractor agrees to waive enforcement worldwide of the rights against UTP, its successors, licensees, assigns, distributors, and customers or, if necessary, to exclusively license the rights, worldwide to UTP with the right to sublicense. These rights are assignable by UTP.