WCM-Q General Terms & Conditions of Purchase Order
CONTRACT OF SALE - This is an offer by Weill Cornell Medical College in Qatar acting through its Purchasing Division (hereinafter called "WCMC-Q"), to the Vendor to form a contract of sale. In making this offer, WCMC-Q expressly limits the acceptance of said offer by Vendor to the following terms and conditions and other provisions set forth on the face of this Purchase Order. WCMC-Q does not accept any prior offers from Vendor relating to the materials or services named herein which may be contained in Vendor's quotations, correspondence, specifications or discussions. The entire agreement between WCMC-Q and Vendor relating to the purchase and sale of the materials or services described on the face hereof is expressly set forth in this Purchase Order offer. No modification or addition to this Purchase Order shall be of any force or effect unless it is in writing and signed by an authorized officer of the Purchasing Division of WCMC-Q. No modification of or addition to this Purchase Order shall be effected by any failure of either party to reject any form of acknowledgement or Purchase Order containing different or additional provisions. Acceptance by Vendor of this Purchase Order from WCMC-Q may be signified by WCMC-Q receipt of an acknowledgement of this Purchase order signed by an authorized representative of Vendor, or by commencement of performance by Vendor hereunder. The failure of either party to enforce any rights shall not constitute a waiver of such rights or any other rights under this Purchase Order. In the event of any inconsistent or incompatible provisions between this language or the vendor's terms and conditions, this Purchase order shall take precedence.
1. Specifications: As used herein, the word "Specifications" shall mean the specifications, qualities, nature, type properties, amounts, assortments and other descriptions of and requirements for the materials, articles and/or services (hereinafter called "Merchandise") as stated on the front of this Purchase Order and in the Request for Quotation (if any) pursuant to which this Purchase Order is issued.
2. Inspection and Acceptance: All Merchandise shall be received subject to the right of inspection and rejection by WCMC-Q. Payment for Merchandise or Services by WCMC-Q prior to its inspection shall not constitute acceptance thereof. In the event that merchandise is received damaged defective or not in accordance with the Specifications or all or part of the Services are done incorrectly or not to a standard acceptable by WCMC-Q, WCMC-Q will notify the Vendor of the problem. Merchandise or Services will be held for thirty days at Vendor's risk and expense pending Vendor’s instructions. The Vendor will have a reasonable time period to cure the problem in a manner satisfactory to WCMC-Q. Vendor shall bear the entire cost of repair, or replacement or corrections, whether it be direct or consequential, which includes any cost incurred as a result of Vendor’s replacement efforts damaging or destroying other structures or materials. In the event the problem cannot be cured to WCMC-Q’s satisfaction within thirty days or any additional period of time to which WCMC-Q consents, WCMC-Q shall have the right to take all necessary steps consistent with law to cure the situation, and back charge the Vendor for any and all additional costs incurred. WCMC-Q reserves the right to reject any service or to revoke any previous acceptance and to cancel all or any part of the Purchase Order if the Supplier fails to deliver all or any part of the service or perform any of the work in accordance with the terms and conditions of the Purchase Order.
3. Services: The vendor shall perform the Services including all labor, supervision, administration, consultation, time assigned and all supplies of tools, equipment and such other services and materials that are necessary to be performed or supplied in accordance with the Purchase Order.
4. Taxes & Other Fees: WCMC-Q is exempted from sales Tax from dues imposed on the Purchase Order by any vendor in the State of New York, USA.
5. Qatar Withholding Taxes: All payments from WCMC-Q to Vendor under this transaction may be subject to tax withholding. WCMC-Q reserves the sole right and discretion to withhold tax where it believes it is required to do so under the tax laws of any jurisdiction. By accepting this Purchase Order, the Vendor is relinquishing all claims against WCMC-Q for any amounts withheld and remitted by WCMC-Q to a tax authority. Non-resident Suppliers/Contractors/Consultants/Service Providers who provide services to WCMC-Q are subject to a withholding tax of 5% on the total payment as per the Law of the State of Qatar. This amount shall be deducted from the total amount paid to the Vendor by WCMC-Q to the Vendor. At the Vendor’s Request WCMC-Q will assist in providing them with a tax certificate for the amount deducted.
6. Payment: Vendor shall be paid after receipt of properly prepared invoices in accordance with WCMC-Q's invoicing instructions for Merchandise or Services delivered to and accepted by WCMC-Q, as further set forth below in this section. Any adjustments in Vendor's invoice due to shortages, rejection or other failure to comply with the provisions of this Purchase Order may be made by WCMC-Q before payment. Discount periods shall commence after the latest of final acceptance of Services, delivery, receipt of any required documentation, or receipt of invoice. Delays in receiving the invoice at the address listed on this Purchase Order, errors or omissions on the invoice, or lack of supporting documentation required by the terms of this Purchase Order, will be cause for withholding settlement without losing prompt payment discount privileges. In cases where WCMC-Q has provided the vendor with an advanced payment for services to be rendered or items purchased, the vendor acknowledges that they will refund all amounts paid in advance to WCMC-Q within 30 days on notification of failure to deliver or render the service described. Vendor will only be entitled to retain funds for services successfully rendered and accepted by WCMC-Q, or materials successfully delivered and accepted by WCMC-Q.
7. Cancellation for Non-Performance: If Vendor fails to supply the Merchandise or Services as specified or fails to conform to these terms and conditions, WCMC-Q reserves the right (in addition to any other remedies at law or in equity) (a) to purchase the Merchandise or have the Services performed from another source and (b) to cancel this Purchase Order with respect to Merchandise not shipped or Services not completed. Penalties may be applied to overdue deliveries upon written consent by both parties.
8. Force Majeure: This purchase Order is subject to cancellation or change on written notice to the Vendor in the event of causes beyond WCMC-Q's reasonable control, including without limitation acts of God or war, military operations, fires, earthquakes, floods, strikes, labor troubles, riots, civil unrest, curtailment of operations due to governmental orders or rulings, a pandemic, an epidemic, a recognized health threat as determined by any federal, state or local government or quasi-governmental authority, a governmental or quasi-governmental order or directive to “shelter in place”, or any other event, occurrence, order or directive similar to those enumerated above (each, a “Force Majeure Event”). A Force Majeure Event may also include a then-current order, policy, rule or regulation imposed by WCMC-Q based upon the health and safety of its student body, faculty, staff and/or broader community, or by withdrawal of funding for it's program by WCMC-Q's sponsor, the Qatar Foundation for Education, Science and Community Development (Qatar Foundation).
9. Cancellation or Changes for Convenience: For its convenience, WCMC-Q may cancel this Purchase Order in whole or in part or may change the Specifications or other terms and conditions dealing with quantities, shipment procedures or times or places of performance, by notice in writing to the Vendor specifying the date upon which such cancellation or change shall become effective and the extent to which such performance hereunder shall be cancelled or changed. Vendor shall be paid an amount, to be mutually agreed upon, which shall be adequate to cover costs incurred for goods delivered and/or services rendered by the Vendor up until the termination date. In no event shall the termination charges and all previous payments made under the Purchase Order exceed the total Purchase Order value. In the unlikely event whereby an advanced payment was made by WCMC-Q to the Vendor, any unused funds from the advanced payment will be returned to WCMC-Q without delay.
10. Cancellation for Conflict of Interest: This order is subject to cancellation if there is found to be a CONFLICT OF INTEREST between a WCMC-Q employee and Vendor. A CONFLICT OF INTEREST is deemed present for many reasons, including, but not limited to: (1) a WCMC-Q employee and/or his or her spouse or un-emancipated and/or minor children own 10% or more of the assets of an unincorporated organization or 10% or more of outstanding stock of a corporation; (2) an employee receiving any personal financial advantage or compensation with any transaction in which WCMC-Q might have an interest.
11. Shipping and Routing: Shipping Terms are delivered at supplier's risk to WCMC-Q unless otherwise stated on the face of the Purchase Order. WCMC-Q reserves the right to specify a specific delivery location. Any shipments delivered to another location than specified will be the responsibility of the Vendor to have redelivered to the specific location or reimburse WCMC-Q for any charges in moving the merchandise to the specific location. All Merchandise must be forwarded by the route taking lowest reasonable transportation rate in accordance with any special shipping instructions. Otherwise the difference in freight rate and extra cost of transportation will be Vendor's responsibility. The Vendor will bear responsibility of covering any demurrage charge(s) and/or penalties charged to WCMC-Q in case the Vendor fails to provide the proper shipping documents as specified on the Purchase Order or email instructions and /or in case of any delay for shipment clearance by the time the shipment arrives to Doha port.
12. Extra Charges: No additional charges of any kind, including charges for boxing, packing, transportation or other extras will be allowed unless specifically agreed to in writing by an authorized officer of the procurement office of WCMC-Q. Invoices are to be received within 60 days from delivery. WCMC-Q reserves the right to reject invoices received beyond that date.
13. Patents, Copyrights, Trademarks, Warranties : VENDOR EXPRESSLY WARRANTS THAT ALL MERCHANDISE IS IN ACCORDANCE WITH THE SPECIFICATIONS, IS FIT FOR THE PURPOSE FOR WHICH SIMILAR MATERIALS AND ARTICLES ARE ORDINARILY EMPLOYED, FIT FOR THE PARTICULAR PURPOSE FOR WHICH THE MERCHANDISE HAS BEEN PURCHASED, FREE FROM DEFECTS IN MATERIALS AND/OR WORKMANSHIP, AND MERCHANTABLE, and was not manufactured and is not being priced or sold in violation of any federal, state or local law, including without limitation those relating to health and safety. Vendor warrants that the Merchandise or service does not infringe or violate any letters, patents, copyrights, trademarks or the like, and does not unlawfully disclose or make use of any trade secrets and covenants and agrees to hold harmless, defend and indemnify WCMC-Q, and its agents, servants, employees, successors, assigns, customers and users, against any and all claims, demands or suits and related damages, liabilities, costs and expenses (including attorney's fees) arising out of any such infringement or violation or unlawful use or disclosure of trade secrets. Vendor shall promptly report to WCMC-Q, in reasonable written detail, each notice or claim of infringement of patent, copyright, trademark or trade secret, related to the performance of this Purchase Order or the Merchandise of which Vendor has notice. In the event of any claim against WCMC-Q or any governmental authority concerned with this Purchase Order or the Merchandise, on account of any alleged patent, copyright, trademark, or trade secret or similar infringement related to this Purchase Order or the Merchandise, Vendor shall promptly furnish to WCMC-Q at its request all evidence and information in the possession or control of Vendor pertaining to such suit or claim. Such evidence and information shall be furnished at the expense of Vendor. Vendor's obligations hereunder shall survive acceptance of the Merchandise or Services and payment there for by WCMC-Q.
14. Applicable Law: Where the order is placed with a Vendor located in Qatar, this Purchase Order and transaction is governed by the laws of the State of Qatar. Where the order is placed with a Vendor located other than within the State of Qatar, this Purchase Order and transaction is governed by the laws of the State of New York in the United States.
15. Indemnification: Vendor agrees to hold harmless, defend and indemnify WCMC-Q against any and all claims, demands or suits by any persons and against related damages, liabilities, costs and expenses (including attorney's fees), which may arise out of this Purchase Order or the use, possession or ownership of the Merchandise related hereto, caused or contributed to by either: (a) the actions or omissions (whether or not negligent) by Vendor or Vendor's agents or subcontractors including without limitation such acts or omissions to act, incident to the presence of the Vendor, its agents, and subcontractors upon WCMC-Q's premises in the course of performance under this Purchase Order; or (b) defective, unsafe or non-conforming Merchandise supplied by Vendor or Vendor's agents or subcontractors; or (c) Vendor's use and possession of WCMC-Q's property as designated in Section 17 below. The term "WCMC-Q" as used in this section includes WCMC-Q and its agents, employees, students, successors, assigns, customers and users. The obligations set forth in this Section 16 shall expressly survive the expiration or earlier cancellation of this Purchase Order.
16. Insurance: Vendor will carry insurance to indemnify WCMC-Q against any claim for loss, damages or injury to property or persons arising out of the performance by Vendor or its employees, agents or subcontractors under this Purchase Order and the use, misuse or failure of any equipment or Merchandise used by the Vendor or its employees or agents, and shall provide certificates of such insurance to WCMC-Q.
17. Assignment: The Vendor agrees that it will not assign this Purchase Order without the prior written consent of WCMC-Q.
18. Sale or Bankruptcy of Vendor's Business: If, during the life of this Purchase Order, the Vendor disposes of its business by sale, transfer, force of law or by any means to another party, all obligations are transferred to such purchaser. In the event, the new owner(s) may, in WCMC-Q's absolute discretion, be required to submit a performance bond in the amount of the open balance of the Purchase Order. In the event of any suspension of payment or the institution of any proceedings by or against Vendor, voluntary or involuntary, in bankruptcy or insolvency, or under the provisions of any applicable bankruptcy or insolvency laws, or for the appointment of a receiver or trustee or a similar assignee for the benefit of creditors of the property of Vendor, WCMC-Q shall have, in addition to the rights stated in the two preceding sentences, the right to cancel this Purchase Order forthwith.
19. WCMC-Q's Property: All equipment or material (including without limitation informational material) furnished by WCMC-Q and all jigs, fixtures, dies, tools or patterns charged by the Vendor to WCMC-Q shall, unless otherwise agreed in writing, be the property of WCMC-Q and shall be returned to WCMC-Q at its written request. The Vendor will not use such equipment, material, jigs, fixtures, dies, tools and patterns in any of its business except its business with WCMC-Q under this or other purchase orders.
20. Other Laws and Regulations: Vendor shall comply with all applicable laws and regulations including but not limited to applicable environmental, fire and safety codes, which merchandise supplied under this order must meet.
21. Lease or Maintenance Agreements: Leases or Maintenance Agreements and Standing Orders are not to be automatically renewed. WCMC-Q must be notified 30 days prior to expiration of any renewable lease or order and will issue a new Purchase Order if extension or renewal is required. As WCMC-Q is funded by Qatar Foundation, all obligations of WCMC-Q that exceed one year are subject to continuation of funding during that succeeding fiscal year. If funding is terminated by Qatar Foundation for any reason, WCMC-Q may elect to terminate this lease or agreement with no penalty or liability.
22. Ownership of Deliverables: All computer software, patentable inventions, and any other Deliverables to be produced by Vendor shall be a "work made for hire" as that term is defined for copyright and other purposes, and shall be and become the property of WCMC-Q which shall have all and exclusive rights to same. Vendor hereby assigns all rights to Deliverables to WCMC-Q. To the extent necessary, Vendor agrees to execute any additional documents necessary to transfer copyright, patent rights, ownership of, and all other rights in Deliverables produced by Vendor. To the extent that services are provided to Vendor by subcontractors who produce any portion of the Deliverables, Vendor shall ensure that its agreements with subcontractors include a full assignment of rights to the Deliverables as required herein of Vendor.
23. Confidentiality: Vendor agrees that any non-public information provided to Vendor by WCMC-Q, its agents, employees or representatives, or otherwise made accessible to Vendor, in connection with the transaction(s) referred to in this Purchase Order, including, but not limited to, information pertaining to WCMC-Q’s patients, research and development, quality assessment, operations, finances, facilities, equipment, systems, marketing plans, policies, services, records, personnel, benefits, contracts, patents, trademarks, know-how, inventions, designs, and drawings (collectively, “WCMC-Q Information”), is proprietary and shall be held in strict confidence. Except as may be required by any lawful subpoena, court order or legal process. Vendor shall not, nor shall its employees and agents, at any time without WCMC-Q’s prior written consent: (i) disclose any WCMC-Q Information to any third party, provided that Vendor may disclose the terms of this Purchase Order and other WCMC-Q Information to Vendor’s attorneys, accountants and other advisors who are advising Vendor with respect to the transaction(s) and are bound by obligations of confidentiality with respect to such information, or (ii) reproduce or utilize any such information in furtherance of any other business venture. If Vendor is required by lawful subpoena, court order or legal process to disclose any WCMC-Q Information, then Vendor shall, to the extent permitted by law, provide sufficient notice thereof to WCMC-Q to enable WCMC-Q to seek a protective order or other appropriate legal or equitable remedy to prevent such disclosure.
24 Patient Information: To the extent applicable, Vendor shall comply with all applicable federal, State and local laws and regulations governing the confidentiality of personally identifiable information and of patient information and medical records, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA). If WCMC-Q determines that Vendor is acting or may act as a Business Associate (as defined by HIPAA) in connection with the Services, then, upon WCMC-Q’s request, WCMC-Q and Vendor shall execute a Business Associate Agreement in substantially the form provided by WCMC-Q’s Privacy Office.
25. Trademarks: The Vendor's use of the name Cornell University, Weill Medical College or any variation thereof (alone or as part of another name) in advertising or promotional materials shall not be permitted except upon the prior written approval of, and in accordance with restrictions agreed to by WCMC-Q.
26. Foreign Corrupt Practices Act: Vendor represents and warrants to WCMC-Q that it is aware of the requirements of the United States Foreign Corrupt Practices Act (the “FCPA”) and will not take any action that could violate the FCPA or expose WCMC-Q to liability under the FCPA. Specifically, Vendor represents and warrants that, in connection with this Agreement, Vendor and its owners, officers, directors, employees, representatives or agents have not provided and will not provide, offer or promise to provide, or authorize the provision directly or indirectly of, any money, gift, loan, service or anything of value to any government official (or any agent, employee or family member thereof), any political party or candidate for political office, or any third party, for the purpose of influencing or inducing any act, omission or decision of such government official or candidate, or of the government to obtain or retain business, or direct business to any person, or to secure any improper advantage.
27. Restricted Countries: Vendor may not charge under this Agreement any item, which has a source/origin from any restricted countries, as designated by the U.S. State Department. Restricted countries currently include, but are not necessarily limited to Cuba, Iran, Libya, North Korea, and Syria.
28. U.S. Executive Order Prohibition: The Vendor is notified that U.S. Executive Orders and statutory law prohibit transactions with, and the provision of resources, and support to, individuals and organizations associated with terrorism. It is the legal responsibility of the Vendor to ensure compliance with these Executive Orders and laws. In addition to relying on locally available resources, the Vendor may use resources available on the website of Office of Foreign Assets Control (OFAC) to review established lists published by the U.S. Government.
29. Right to Audit: Throughout the term of this Purchase Order, and for a period of three years after final payment, or longer if required by law, WCMC-Q, at its own expense, shall be entitled to perform, or to have performed by a third party of WCMC-Q’s choosing, during normal business hours and upon five (5) business days' notice, an on-site audit of any and all records of Vendor necessary to permit WCMC-Q to evaluate and verify Vendor’s compliance with the requirements of this Agreement. Vendor grants WCMC-Q permission to view and/or copy any books, documents, records, data and information (including data and information stored in electronic form) of Vendor which relate to or have been used in connection with the performance of this Agreement. Vendor also grants WCMC-Q permission to interview Vendor’s staff and agents as part of the audit. Vendor agrees to provide WCMC-Q with adequate and appropriate workspace for conducting the audit if conducted on-site. If WCMC-Q, in its sole discretion, determines that an on-site audit is not necessary, Vendor agrees to complete, within 30 days of receipt, an audit questionnaire provided by WCMC-Q. Any overcharges discovered by WCMC-Q, or by a third party of WCMC-Q’s choosing, shall be paid within 30 days of Vendor’s acceptance of WCMC-Q’s written notification of audit findings. Vendor may not unreasonably withhold acceptance of audit findings. Vendor shall include this audit provision in any subcontracts that it may issue under this Purchase Order. Where Services are being performed on campus or on other WCMC-Q-controlled property, and/or depending on the nature of the Services, Merchandise or work to be performed, some or all of the following additional provisions shall apply.
31. Changes in the Work: WCMC-Q shall determine the amount by which the Purchase Order consideration is to be increased or decreased by a change order.
32. Risks Assumed by the vendor: The Vendor solely assumes all risks, except those risks caused by defects in the drawings or specifications prepared or furnished by WCMC-Q or the applicable architect, for loss or damage, occurring prior to WCMC-Q's acceptance of all work, to all or any part of the work covered by the Purchase Order and for all claims, losses and damages for bodily injury, including death, and property damage arising out of or as a result of or in connection with the performance by the Vendor of the work covered by the Purchase Order. The Vendor agrees to indemnify and save harmless WCMC-Q from all claims, losses and damages described above. The Vendor's obligations under this section shall not be deemed waived, limited or discharged by the enumeration in this Purchaser Order or any other document of the kinds and amounts of insurance that it is required to and/or does procure.