The Purchase Order Terms & Conditions provided below govern all purchase orders issued by Evergen, including its subsidiaries and affiliates.
2. Acceptance of Order. This order is not binding on Evergen until the Seller accepts the order in writing, or starts to perform in accordance with the order. Evergen may withdraw the order at any time before it is accepted by the Seller.
3. Packaging of Goods. All Goods shall be packed for shipment according to Evergen’s instructions, or if Evergen does not provide instructions, in a manner sufficient to ensure the Goods are delivered in an undamaged condition.
4. Title and Risk of Loss. Title passes to Evergen upon delivery of the Goods to the address specified in this order. The seller bears all risk of loss or damage to the Goods until delivery of the Goods to the address specified in the order.
5. Delivery of Goods. Seller shall deliver the Goods in the quantities and on the date(s) specified in this order, or as otherwise agreed to in writing between the parties. The order number shall appear on all shipping documents, labels, invoices, correspondence and any other documents pertaining to the order. Timely delivery of the Goods is of the essence. All Goods shall be delivered to the address specified in this order during Evergen’s normal business hours, or as otherwise instructed by Evergen .
6. Quantity of Goods. If the Seller delivers more or less than the quantity of Goods ordered, Evergen may reject all of the Goods or any excess Goods. Any such rejected Goods shall be returned to the Seller at the Seller’s risk and expense. If Evergen does not reject the Goods and instead accepts delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.
7. Change Control - Suppliers shall not make changes to a production process or change a product's design which may affect the safety or efficacy of a product without prior review and written approval by Evergen. Review and written approval shall not be unreasonably withheld, conditioned or delayed. Supplier's sub-contractors are included in this requirement. Supplier Change requests are submitted to SupplierQuality@rtix.com via the Evergen’s form 8337.
8. Inspection of Goods. Evergen shall have ten (10) business days after delivery of the Goods to inspect the delivered Goods. Evergen may reject all of the Goods, or any portion of the Goods, if it determines the Goods are in any way non-conforming or defective. If Evergen rejects any portion of the Goods, Evergen has the right to (a) rescind the order in its entirety; (b) accept the Goods at a reasonably reduced price, or (c) reject the Goods and require replacement of the rejected Goods. If Evergen requires replacement of the rejected Goods, Seller shall, at its expense, promptly replace the rejected Goods and pay for all related expenses, including but not limited to, transportation charges for the return of the rejected Goods and delivery of the replacement Goods.
9. Price of Goods. The price of the Goods is the price stated in this order (the “Price”). Unless otherwise agreed to in writing between the parties, the Price includes all packaging costs and insurance.
10. Payment. Seller shall promptly issue an invoice to Evergen after delivery of the Goods, and Evergen shall pay to Seller all properly-invoiced amounts. All payments hereunder must be in U.S. dollars. In the event of a payment dispute, the parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any such dispute.
11. Warranties. Seller warrants to Evergen that for a period of one (1) year from the date of delivery to Evergen , all Goods shall: (a) be free from any defects in workmanship, material and design; (b) conform to applicable specifications, drawings, designs, samples and other requirements specified by Evergen ; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests or other encumbrances; and (f) not infringe or misappropriate any third party’s patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment for the Goods by Evergen. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Evergen’s discovery of the non-compliance of the Goods with any of the foregoing warranties.
12. Indemnification. Seller shall defend, indemnify and hold harmless Evergen, including its subsidiaries, affiliates, successors and assigns, and its respective directors, officers, shareholders and employees (collectively, the “Indemnitee”) against any and all loss, damage, liability, claim, action, judgment, fine, cost or expense, including reasonable attorney’s fees, arising out of, or occurring in connection with: (a) the Goods purchased from Seller; or (b) Seller’s negligence, willful misconduct, or breach of these terms. Seller shall not enter into any settlement without the Indemnitee’s prior written consent.
13. Insurance. Seller shall, at its own expense, maintain and carry insurance in amounts necessary to cover its obligations under this order, with financially sound and reputable insurers. Such insurance shall include commercial general liability and product liability insurance. Upon Evergen’s request, the Seller shall provide Evergen with a certificate of insurance from Seller’s insurer evidencing the insurance coverage specified. Seller shall provide Evergen with thirty (30) days’ advance written notice in the event of a cancellation or material change in Seller’s insurance policy.
14. Compliance with Law. Seller shall comply with all applicable laws, regulations and ordinances. Seller shall maintain in effect all licenses, authorizations, and permits that it needs to carry out its obligations under this order.
15. Termination. Evergen may immediately terminate this order, in whole or in part, upon written notice to the Seller: (a) if the Goods have not been delivered by the date specified in the order; (b) if Seller has not complied with any of these terms; or (c) if Seller becomes insolvent, files a petition for bankruptcy or has commenced against it proceedings relating to bankruptcy.
16. Waiver. No waiver by any party of any of the terms of this order shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise or delay in exercising, any rights arising from the order shall operate, or be construed as, a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other exercise thereof.
17. Confidential Information. All non-public and proprietary information of Evergen, including but not limited to, specifications, designs, plans, customer lists, and pricing, disclosed by Evergen to Seller in connection with this order, whether disclosed orally or in written, electronic or other form, and whether or not designated as “confidential”, is confidential information of Evergen . Seller shall not disclose the confidential information of Evergen to any third party, and Seller shall not use the confidential information of Evergen except in performance of Seller’s obligations under this order. Confidential information of Evergen does not include information that is: (a) already in the public domain at the time of disclosure by Evergen; (b) already known to Seller at the time of disclosure by Evergen, or (c) rightfully obtained by Seller on a non-confidential basis from a third party.
18. Force Majeure. Neither party shall be liable to the other party for any delay or failure in performing its obligations under this rider to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party. Such events include, but are not limited to, acts of God, floods, fire, earthquakes, hostilities, strikes, and embargoes. Seller’s economic hardship or changes in market conditions are not considered such events. Seller shall use all diligent efforts to end the delay or failure of its performance, ensure that the effects of any such event are minimized and resume performance under the order as soon as possible.
19. Assignment. Seller shall not assign any of its rights or obligations under this order without the prior written consent of Evergen.
20. Amendment and Modification. No change to this order is binding upon Evergen unless it is agreed to in writing by Evergen.
21. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties. Neither party shall have authority to contract for or bind the other party in any manner whatsoever.
22. No Third-Party Beneficiaries. This order is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein is intended to or shall confer upon, any other person or entity, any right, benefit or remedy of any nature whatsoever.
23. Governing Law / Venue. All matters arising out of this order shall be governed by the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. Any action or proceeding arising out of the order shall be instituted in the state or federal courts located in Alachua County, Florida.
24. Notices. All notices hereunder shall be in writing and addressed to the parties at the addresses set forth on this order. All notices shall be delivered by personal delivery, nationally-recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this order, notices are effective only: (a) upon receipt of the receiving party; and (b) if the party giving the notice has complied with the requirements of this section.
25. Severability. If any provision of this order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of the order.
26. Survival. Provisions of this order which by their nature should apply beyond the completion of the order will remain in force after any termination or completion of the order including, but not limited to, the following provisions: Warranties, Indemnification, and Confidential Information.
1. Applicability.
This purchase order is an offer by Evergen, including its subsidiaries and affiliates, to purchase the goods specified on the order (the “Goods”) from the party to whom the order is addressed (the “Seller”).
2. Acceptance of Order.
This order is not binding on Evergen until the Seller accepts the order in writing, or starts to perform in accordance with the order. Evergen may withdraw the order at any time before it is accepted by the Seller.
3. Packaging of Goods.
All Goods shall be packed for shipment according to Evergen’s instructions, or if Evergen does not provide instructions, in a manner sufficient to ensure the Goods are delivered in an undamaged condition.
4. Title and Risk of Loss.
Title passes to Evergen upon delivery of the Goods to the address specified in this order. The seller bears all risk of loss or damage to the Goods until delivery of the Goods to the address specified in the order.
5. Delivery of Goods.
Seller shall deliver the Goods in the quantities and on the date(s) specified in this order, or as otherwise agreed to in writing between the parties. The order number shall appear on all shipping documents, labels, invoices, correspondence and any other documents pertaining to the order. Timely delivery of the Goods is of the essence. All Goods shall be delivered to the address specified in this order during Evergen’s normal business hours, or as otherwise instructed by Evergen.
6. Quantity of Goods.
If the Seller delivers more or less than the quantity of Goods ordered, Evergen may reject all of the Goods or any excess Goods. Any such rejected Goods shall be returned to the Seller at the Seller’s risk and expense. If Evergen does not reject the Goods and instead accepts delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.
7. Change Control
Suppliers shall not make changes to a production process or change a product's design which may affect the safety or efficacy of a product without prior review and written approval by Evergen. Review and written approval shall not be unreasonably withheld, conditioned or delayed. Supplier's sub-contractors are included in this requirement. Supplier Change requests are submitted to SupplierQuality@rtix.com via the Evergen’s form 8337.
8. Inspection of Goods.
Evergen shall have ten (10) business days after delivery of the Goods to inspect the delivered Goods. Evergen may reject all of the Goods, or any portion of the Goods, if it determines the Goods are in any way non-conforming or defective. If Evergen rejects any portion of the Goods, Evergen has the right to (a) rescind the order in its entirety; (b) accept the Goods at a reasonably reduced price, or (c) reject the Goods and require replacement of the rejected Goods. If Evergen requires replacement of the rejected Goods, Seller shall, at its expense, promptly replace the rejected Goods and pay for all related expenses, including but not limited to, transportation charges for the return of the rejected Goods and delivery of the replacement Goods.
9. Price of Goods.
The price of the Goods is the price stated in this order (the “Price”). Unless otherwise agreed to in writing between the parties, the Price includes all packaging costs and insurance.
10. Payment.
Seller shall promptly issue an invoice to Evergen after delivery of the Goods, and Evergen shall pay to Seller all properly-invoiced amounts. All payments hereunder must be in U.S. dollars. In the event of a payment dispute, the parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any such dispute.
11. Warranties.
Seller warrants to Evergen that for a period of one (1) year from the date of delivery to Evergen , all Goods shall: (a) be free from any defects in workmanship, material and design; (b) conform to applicable specifications, drawings, designs, samples and other requirements specified by Evergen ; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests or other encumbrances; and (f) not infringe or misappropriate any third party’s patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment for the Goods by Evergen. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Evergen’s discovery of the non-compliance of the Goods with any of the foregoing warranties.
12. Indemnification.
Seller shall defend, indemnify and hold harmless Evergen, including its subsidiaries, affiliates, successors and assigns, and its respective directors, officers, shareholders and employees (collectively, the “Indemnitee”) against any and all loss, damage, liability, claim, action, judgment, fine, cost or expense, including reasonable attorney’s fees, arising out of, or occurring in connection with: (a) the Goods purchased from Seller; or (b) Seller’s negligence, willful misconduct, or breach of these terms. Seller shall not enter into any settlement without the Indemnitee’s prior written consent.
13. Insurance.
Seller shall, at its own expense, maintain and carry insurance in amounts necessary to cover its obligations under this order, with financially sound and reputable insurers. Such insurance shall include commercial general liability and product liability insurance. Upon Evergen’s request, the Seller shall provide Evergen with a certificate of insurance from Seller’s insurer evidencing the insurance coverage specified. Seller shall provide Evergen with thirty (30) days’ advance written notice in the event of a cancellation or material change in Seller’s insurance policy.
14. Compliance with Law.
Seller shall comply with all applicable laws, regulations and ordinances. Seller shall maintain in effect all licenses, authorizations, and permits that it needs to carry out its obligations under this order.
15. Termination.
Evergen may immediately terminate this order, in whole or in part, upon written notice to the Seller: (a) if the Goods have not been delivered by the date specified in the order; (b) if Seller has not complied with any of these terms; or (c) if Seller becomes insolvent, files a petition for bankruptcy or has commenced against it proceedings relating to bankruptcy.
16. Waiver.
No waiver by any party of any of the terms of this order shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise or delay in exercising, any rights arising from the order shall operate, or be construed as, a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other exercise thereof.
17. Confidential Information.
All non-public and proprietary information of Evergen, including but not limited to, specifications, designs, plans, customer lists, and pricing, disclosed by Evergen to Seller in connection with this order, whether disclosed orally or in written, electronic or other form, and whether or not designated as “confidential”, is confidential information of Evergen . Seller shall not disclose the confidential information of Evergen to any third party, and Seller shall not use the confidential information of Evergen except in performance of Seller’s obligations under this order. Confidential information of Evergen does not include information that is: (a) already in the public domain at the time of disclosure by Evergen; (b) already known to Seller at the time of disclosure by Evergen, or (c) rightfully obtained by Seller on a non-confidential basis from a third party.
18. Force Majeure.
Neither party shall be liable to the other party for any delay or failure in performing its obligations under this rider to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party. Such events include, but are not limited to, acts of God, floods, fire, earthquakes, hostilities, strikes, and embargoes. Seller’s economic hardship or changes in market conditions are not considered such events. Seller shall use all diligent efforts to end the delay or failure of its performance, ensure that the effects of any such event are minimized and resume performance under the order as soon as possible.
19. Assignment.
Seller shall not assign any of its rights or obligations under this order without the prior written consent of Evergen.
20. Amendment and Modification.
No change to this order is binding upon Evergen unless it is agreed to in writing by Evergen.
21. Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties. Neither party shall have authority to contract for or bind the other party in any manner whatsoever.
22. No Third-Party Beneficiaries.
This order is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein is intended to or shall confer upon, any other person or entity, any right, benefit or remedy of any nature whatsoever.
23. Governing Law / Venue.
All matters arising out of this order shall be governed by the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. Any action or proceeding arising out of the order shall be instituted in the state or federal courts located in Alachua County, Florida.
24. Notices.
All notices hereunder shall be in writing and addressed to the parties at the addresses set forth on this order. All notices shall be delivered by personal delivery, nationally-recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this order, notices are effective only: (a) upon receipt of the receiving party; and (b) if the party giving the notice has complied with the requirements of this section.
25. Severability.
If any provision of this order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of the order.
26. Survival.
Provisions of this order which by their nature should apply beyond the completion of the order will remain in force after any termination or completion of the order including, but not limited to, the following provisions: Warranties, Indemnification, and Confidential Information.