ARMI Purchase Order Terms and Conditions
These Purchase Order Terms and Conditions (these “Terms and Conditions”) are incorporated into each Purchase Order, which makes reference to these Terms and Conditions, issued by ADVANCED REGENERATIVE MANUFACTURING INSTITUTE, INC. (“ARMI”) to any vendor or other supplier of goods and/or services (“Vendor”). By accepting any such Purchase Order or providing goods or services in response to any such Purchase Order, Vendor agrees to these Terms and Conditions. In the event of a conflict between these Terms and Conditions and a term on the face of the Purchase Order, the term on the face of the Purchase Order controls.
1. If Vendor is supplying goods, Vendor represents and warrants to ARMI that Vendor has all necessary rights and title to transfer the goods to ARMI, that the goods are free of liens, that the goods are new and unused, that the goods conform to any applicable specification, that the goods do not contain any counterfeit parts (i.e. parts that are not as specified by the original manufacturer), that the goods are merchantable and fit for any particular purpose which ARMI may have made known to Vendor, and that the goods do not infringe the intellectual property rights of any party. If Vendor is supplying services, Vendor represents and warrants to ARMI that Vendor has the training, experience, employees and equipment necessary to properly and competently render the services, that the services will be rendered in accordance with all applicable laws and generally prevailing standards, that ARMI will be the exclusive owner of all deliverables delivered by Vendor to ARMI in connection with rendering the services and all designs, inventions, copyrights and other intellectual property rights in such deliverables, and that the services do not infringe the intellectual property rights of any party.
2. Vendor will adequately package the goods for safe transport. Vendor shall deliver the goods to ARMI F.O.B. ARMI’s place of business at the Technology Center 324 Commercial Street, Manchester, NH or ARMI’s other designated delivery address.
3. Vendor represents to ARMI that any goods or services to be supplied by Vendor under this Purchase Order are similar to goods and services that Vendor generally sells with modifications (if any) of a type customarily available in the commercial marketplace.
4. Except as necessary to deliver goods or services to ARMI under the Purchase Order, Vendor shall neither use nor disclose to any third party any confidential information of ARMI that may be communicated to Vendor. This does not limit Vendor’s obligations under any separate non-disclosure or confidentiality agreement with ARMI.
5. Unless ARMI gives prior written consent, Vendor shall neither assign any of its rights nor delegate any of its duties under the Purchase Order.
6. Vendor shall invoice ARMI for goods after delivery and for services after the services are rendered. ARMI shall pay Vendor’s invoice within thirty (30) days.
7. Vendor shall indemnify ARMI against and hold ARMI harmless from any and all claims and losses arising out of any defect in goods supplied hereunder or any Vendor breach of any Vendor representation, warranty, or obligation hereunder.
8. ARMI may cancel the Purchase Order at any time, with or without cause. Upon such cancellation ARMI shall pay Vendor for services actually rendered or goods actually received based on the prices stated on the Purchase Order and percent completed. In addition, if Vendor breaches the Purchase Order, ARMI may recover damages available under applicable law.
9. ARMI shall have no liability to Vendor for consequential, special, or punitive damages. ARMI shall have no liability to Vendor for any damages (whether based on any claim of breach of contract, any tort claim, any indemnity claim, or any other cause of action) in excess of the prices stated on the Purchase Order for services actually rendered to ARMI or goods actually received by ARMI.
10. The Purchase Order and these Terms and Conditions are the entire agreement between Vendor and ARMI and may only be amended by a written agreement signed by Vendor and ARMI. These Terms and Conditions supersede any conflicting terms in any document delivered by Vendor to ARMI. Without limiting the foregoing, ARMI rejects all terms stated on any Vendor quotation, order acceptance, or other Vendor form.
11. Any controversy or claim arising out of or relating to the Purchase Order or these Terms and Conditions or the breach thereof shall be settled by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules [including the Emergency Interim Relief Procedures]. The Arbitration shall take place in Manchester, NH. The Arbitrator’s decision shall be final, and no party may take any action, judicial or administrative, to overturn this decision. The judgment rendered by the Arbitrator may be entered in any court having jurisdiction thereof.
12. New Hampshire law governs the Purchase Order and these Terms and Conditions.
13. Vendor hereby certifies to the best of its knowledge and belief that no federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on its behalf in connection with the awarding of this Purchase Order. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of the Vendor with respect to this Purchase Order, Vendor shall complete and submit to ARMI an OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants.
14. Vendor represents to ARMI that: (i) neither Vendor nor its principals are debarred, suspended, or proposed for debarment by the federal government, and (ii) Vendor is not owned or controlled by a government of a terrorist country.
15. If the Purchase Order exceeds $150,000, Vendor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act, as amended (33 U.S.C. 1251-1387). Vendor further agrees to report any known violations of such standards, orders, or regulations to the Department of Defense and to the Regional Office of the Environmental Protection Agency with jurisdiction over where the violation occurred, as soon as possible after learning of such a violation.