Direct all questions to [email protected].

ALL POs ISSUED BY THE JOHNS HOPKINS HEALTH SYSTEM CORPORATION (“JHHS”) OR BY ANY OF ITS AFFILIATES (JHHS AND ITS AFFILIATES COLLECTIVELY REFERRED TO HEREIN AS “PURCHASER”) THAT INCORPORATE THESE TERMS AND CONDITIONS (“T&Cs”) BY REFERENCE SHALL BE SUBJECT TO THE FOLLOWING:

1. Definitions. Terms not otherwise defined in the body of these T&Cs are defined in Section 15.
2. Offer, Acceptance, and Scope.
   1. Offer. EACH PO ISSUED BY PURCHASER CONSTITUTES AN OFFER TO PURCHASE THE PRODUCT OR SERVICE SET FORTH THEREIN, AND IS EXPRESSLY CONDITIONED UPON AND LIMITED TO VENDOR’S ACCEPTANCE OF THESE T&Cs. These T&Cs are not a confirmation or acceptance of any offer or counteroffer by Vendor to sell a Product or Service, and Purchaser hereby rejects any and all such Vendor offers and counteroffers whether or not made in response to the PO. Vendor is hereby notified that its fulfillment of a PO constitutes its acceptance of, and intent to be bound by, these T&Cs, compliance with which is an express condition of the obligation of Purchaser to pay Vendor or otherwise perform under any arrangement with Vendor to which these T&Cs apply. PURCHASER HEREBY EXPRESSLY OBJECTS TO AND REJECTS ANY ADDITIONAL OR CONFLICTING TERMS CONTAINED IN ANY DOCUMENT OR MANIFESTATION OF VENDOR ACCEPTANCE, including, without limitation, in any Vendor offer, counteroffer, quotation, acknowledgment, confirmation, acceptance, invoice, insert, correspondence, online terms and conditions, or click-through or browse-wrap terms and conditions, and regardless of when issued or received, unless the same is evidenced in a written and signed agreement between Vendor and Purchaser (an “Approved Other Agreement”). NOTWITHSTANDING ANY OTHER PROVISION HEREOF, ANY PO FOR THE PURCHASE OF EQUIPMENT, EVALUATION OF EQUIPMENT, EVALUATION OF PRODUCTS OTHER THAN EVALUATION OF SOFTWARE, PURCHASE OF SOFTWARE, PURCHASE OF SERVICES, OR RELATED TO FEDERAL PROCUREMENT SHALL BE SUBJECT TO THE ADDITIONAL TERMS SET FORTH IN SCHEDULES 1-6, AS APPLICABLE. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE SCHEDULES AND THE REST OF THE TERMS IN THE CONTRACT, THE TERMS OF THE SCHEDULES SHALL APPLY WITH RESPECT TO SUCH POS.
   2. Contract. These T&Cs and the applicable PO (collectively, the "Contract"), shall constitute the entire agreement between the parties on the subject of purchases covered by such PO.
   3. No Changes. These T&Cs may not be modified except by a written document executed by both parties.
3. Modifications to PO. Any modifications to the PO must be set forth in an updated PO, submitted by Purchaser to Vendor, prior to Vendor making any modifications to the order, including item number(s), pricing, quantity, or equipment configuration.
4. Cancellation/Termination by Purchaser.Purchaser shall have the right to cancel any PO for non-custom, non-Equipment Products prior to shipment without cause, liability, or penalty. In addition, Purchaser may terminate the Contract and/or any order issued thereunder, in whole or in part, without liability to Vendor, in the event of a material breach of the Contract. Any termination by Purchaser shall be without prejudice to any claims for damages or other rights of Purchaser against Vendor.
5. Prices. If price is not stated on the PO, Vendor agrees that the price of the Product or Service shall be invoiced at the price last quoted to Purchaser by Vendor, or the prevailing market price for similarly situated customers purchasing similar goods and services, whichever is lower.
6. Invoices; Payment. Vendor shall prepare an accurate invoice and submit to Purchaser using option (a) or option (b) below. Option (a) is to utilize GHX-810 EDI (“GHX”) for transference of electronic purchase orders and/or invoices. This invoicing option may be used by the Vendor only if it first registers with GHX in advance via contacting [email protected]. Once registered, Vendor shall go to the URL https://reg.ghx.com/lang/en/rc/notifications/accounts to access the registration center for an EDI interface. If Vendor requires support for EDI, Vendor can contact customer support at [email protected]. Option (b) is for Vendor’s invoices to be submitted via email to [email protected]. Each invoice shall be submitted as a separate PDF document and contain the relevant PO number(s). Any invoice that fails to contain such information may be rejected by Purchaser. Vendor shall issue all invoices within six months of issuance of each PO or thirty days from date of acceptance of the Product or Service (whichever is later) in order to receive payment for same from Purchaser. Payment by Purchaser shall be NET 60 days from the date of receipt of Vendor’s invoice.
7. Shipments and Delivery of Products Products will be delivered, F.O.B. Destination (shipment, handling, insurance pre-paid by Vendor), no later than the delivery date indicated on the PO, or if no delivery date is specified, within seven days of receipt of the PO. If Purchaser’s requested delivery date cannot be met, Vendor will promptly notify Purchaser and provide the estimated delivery date. Vendor will provide Purchaser with immediate notice of any out-of-stock inventory identified on a PO. No substitutions are allowed without the prior written consent of Purchaser. All Products must be shipped in their original packaging, and Vendor will make all commercially reasonable efforts to consolidate multiple orders in a single shipment. Cost of special delivery and/or air shipments must be authorized in advance by Purchaser, prepaid by Vendor, and identified as a separate line item on Vendor’s invoice. A packing slip or shipping documentation must be attached to the exterior packaging of each shipping container to identify the content’s PO number(s), contents and quantity, and to indicate partial shipments. Notwithstanding any payment that may be made, no Products are to be deemed accepted until Purchaser has had a reasonable opportunity to inspect them. Vendor agrees that such inspection may occur at time of use by Purchaser. In addition, acceptance shall not remove Vendor’s responsibility for latent defects. Rejected merchandise may be held at Vendor’s risk for a reasonable period of time and may be returned at Vendor’s expense.
8. Tax Exemption JHHS and certain of its affiliates are tax-exempt corporations under Section 501(c)(3) of the Internal Revenue Code of the United States and under applicable State laws. Upon request, Purchaser shall provide Vendor with certificates evidencing its tax-exempt status. Vendor shall take all action required on its part to cause Purchaser’s purchase of the Products or Services to be treated as tax-exempt transactions, and in no event shall Purchaser be responsible for any sales, use, or similar taxes, tariffs, imposts, levies, duties, or other customs or import related fees, levied against any party to the Contract (“Taxes”). For the avoidance of doubt, in no event shall Purchaser be deemed to be the importer of record with respect to any Products or Services purchased under the Contract. Vendor may not directly or indirectly pass through to Purchaser any Taxes that are imposed on Vendor, or otherwise adjust the pricing terms of the Contract in connection with any such Taxes, including without limitation the medical device excise tax set forth in Section 4191 of the Internal Revenue Code; provided, however, that, for any Purchaser that is not a tax-exempt entity, Vendor may separately invoice such Purchaser for any tax that Vendor is required by law to pass through to, or collect from, a purchaser of Products or Services.
9. Confidentiality.
   1. Confidential Information Except as provided below, no party shall disclose to any third party, other than its employees or agents (and in the case of Purchaser, employees of the Johns Hopkins University), any Confidential Information of the other party. This obligation of confidentiality shall not apply to: (i) information which is disclosed to the public by someone other than the disclosing party, or otherwise becomes available to the public other than by a breach of the Contract; (ii) information received in good faith by the party from a third party not under an obligation of confidentiality; (iii) information known by the party prior to disclosure, or independently developed by the recipient at any time; or (iv) agents/consultants of Purchaser, who may be retained for the purpose of conducting national benchmarking or other services for Purchaser. In the event that a party becomes legally compelled to disclose any Confidential Information, it shall provide the party to whose business the Confidential Information relates with prompt prior written notice of such requirement so that such party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of the Contract. In no event will either party oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding anything to the contrary set forth herein, the parties may share the terms of the Contract with their Affiliates and in the case of Purchaser, with the Johns Hopkins University, and their respective employees and agents.
   2. Privacy Laws. Vendor acknowledges that Purchaser is subject to the Privacy Laws, and Vendor agrees to comply with all applicable requirements of the Privacy Laws. If Vendor will have access to Purchaser’s Protected Health Information as defined under HIPAA, Vendor shall notify Purchaser, and Vendor and Purchaser shall execute a Business Associate Agreement. To the extent applicable, if Vendor will have access to “Personal Information” (as defined under MPIPA), then Vendor shall comply with MPIPA and, without limiting the foregoing, shall implement and maintain reasonable security procedures and practices in accordance with the terms of the Contract including without limitation, procedures and practices that (a) are appropriate to the nature of the Personal Information to which it is given access; and (b) are reasonably designed to help protect Personal Information from unauthorized access, use, modification, disclosure, or destruction. In the event of the occurrence of any situation or happening that could potentially result in the “Breach of the Security of a System” or “Breach” (each as defined in MPIPA, hereinafter referred to as “Event”), Vendor agrees to notify Purchaser of such Event as soon as practicable upon the discovery, but no later than ten (10) business days after discovery.
10. Warranties.
    1. Product Warranty. Commencing on receipt of the Product and continuing for the greater of 12 months, or, if applicable the expiration date listed on the Product package, Vendor warrants and covenants that each Product provided hereunder (i) is of clear title, free of any liens and encumbrances; (ii) is merchantable and free from defects in material and workmanship; and (iii) conforms to written Product specifications and to any express warranties made by affirmation, promise, description, or sample. Purchaser will notify Vendor of any known or reported defect or problem constituting a breach of the foregoing warranties. Vendor will provide Purchaser, at no additional charge to Purchaser, a toll-free customer support telephone number to report problems with or defects in the Products and will make every commercially reasonable effort to promptly respond to any reports of problems with any of the Products. If Vendor is not the manufacturer of any of the Products (or of certain components of the Products) sold hereunder, Vendor shall pass through or assign to Purchaser (or otherwise give Purchaser the benefits of) any warranty, indemnity, or similar rights Vendor obtains from the manufacturer of the Products.
    2. Additional Warranties. Vendor represents and warrants that (i) Vendor is duly organized and in good standing under the laws of the jurisdiction of its formation, with full power and authority to enter into, and conduct its business in the manner contemplated by, the Contract; (ii) it is not insolvent, and is not subject to bankruptcy, repossession, liquidation, or reorganization proceedings; (iii) no physician holds a direct or indirect ownership or investment interest, whether through equity, debt, or other means, in Vendor (excluding publicly traded securities, as defined in 42 C.F.R. § 411.356(a); and (iv) neither Vendor nor any Vendor Personnel who performs Services hereunder is sanctioned or excluded from participating in any federally funded health care programs, as provided in Sections 1128 and 1128A of the Social Security Act, 42 U.S.C. §1320a-7a. Vendor shall notify Purchaser immediately in the event it, or any Vendor Personnel performing Services hereunder, becomes sanctioned or excluded from any federally funded health care program(s), and Purchaser shall have the right to declare the Contract immediately null and void and of no further effect. Such notification shall include the grounds for sanction or exclusion and the duration thereof.
    3. Compliance with Laws and Recall of Products. Vendor shall comply with all applicable federal, state, and local laws, rules, regulations and ordinances. Vendor represents that it has obtained all licenses and permits required by law to provide the Products or Services under the Contract and that Vendor has disclosed to Purchaser any pending investigation or proceeding by the FDA or any other governmental authority which involves the Products or Services offered hereunder. Vendor hereby represents and warrants that all Products provided to Purchaser hereunder have appropriate documentation in conjunction with FDA regulations, and copies of the approval or clearance documentation issued to Vendor by the FDA will be provided to Purchaser upon request. If recall or modification of any of the Products is required by the FDA or voluntarily recommended or required by the Vendor, Vendor shall, at its sole cost and expense, promptly notify Purchaser in writing of such recall or modification. Any remediation steps shall be performed promptly by Vendor at no additional charge to Purchaser, and Vendor shall issue a credit to Purchaser for the original purchase price of the Product or replace the Product with a functional equivalent, at Purchaser’s option. All recall notices or other communications concerning obsolescence, market disruptions, and other product issues must be sent to Purchaser at [email protected].
11. Insurance. Vendor shall maintain in full force and effect, at its sole expense, policies of general liability and product liability insurance in the minimum amount of Three Million Dollars ($3,000,000) for each claim for each policy year to insure Purchaser, its Affiliates, and each Purchaser Representative against any claim or claims for damages resulting, directly or indirectly, from the intentional or negligent acts or omissions of Vendor in connection with the performance of its obligations under the Contract or the defective performance of any of the Products or Services. Vendor shall, at its sole expense, maintain workers’ compensation coverage for its employees in at least such minimum amounts as required by applicable laws. Vendor shall provide 30 days’ prior written notice to Purchaser of any proposed cancellation of such insurance policies.
12. Indemnification. Vendor shall indemnify, defend, and hold Purchaser, its Affiliates, each of their successors, and assigns, and each Purchaser Representative harmless from and against any and all claims, liabilities, damages, obligations, judgments, causes of actions, proceedings, settlements, government fines and penalties, costs and expenses, including, but not limited to, reasonable attorneys’ fees (“Claims”), arising out of or related to: (i) any Claim that Purchaser’s use of the Products or Services pursuant to and for the purposes set forth in the Contract infringes or violates the copyright, trade secret, trademark, United States patent, or other proprietary right of any third party; (ii) Claims by third persons that the Products or Services cause bodily injury or death to persons or damage to property; (iii) the willful misconduct, or any acts or omissions, of Vendor or Vendor Personnel in connection with the Contract; (iv) any Product defect; and (v) Vendor’s failure to comply with its obligations related to confidentiality or Privacy Laws hereunder. Vendor's indemnification obligations hereunder shall not apply to the extent that any claim is caused by the gross negligence or willful misconduct of Purchaser, or by Purchaser’s use of a Product not in accordance with its instructions for use.
13. Vendor Personnel.If any Vendor Personnel will be onsite at Purchaser’s facilities, Vendor shall ensure that such individuals (a) abide by all applicable policies, procedures, and rules which Purchaser may have in effect, including but not limited to, those pertaining to health and safety, security, use of illegal or impairing substances, use of cameras, technology/internet use, and use of badges/identification, and (b) register with Purchaser’s vendor management system by accessing https://registersupplier.ghx.com (Vendormate) or such successor site designated by Purchaser. Vendor Personnel whose Vendormate accounts are not up to date may be denied access to Purchaser facilities. Vendor shall not access or use any Purchaser computer systems without Purchaser’s specific and prior written authorization. If Purchaser provides such authorization, Vendor’s access and use of the applicable Purchaser system(s) shall be consistent with, and shall not exceed, the scope of any such authorization. If Vendor Personnel have remote access to Purchaser’s computer systems, they will comply with Purchaser’s remote access policies and procedures.
14. Miscellaneous.
    1. Access to Books and Records. To the extent applicable, pursuant to 42 U.S.C. 1295x(1) (I) and 42 C.F.R.§ 420.302, if the value or cost of any products, goods, or services purchased by Purchaser from Vendor or from an organization related to the Vendor pursuant to the Contract is Ten Thousand Dollars ($10,000) or more over any 12-month period during the term of the Contract, Vendor and Purchaser agree that until the expiration of four years after the furnishing of such products, goods, or services, Vendor and Purchaser shall, upon written request, make available to the Secretary of the Department of Health and Human Services of the United States, the Secretary's duly authorized representative, the Comptroller General, or the Comptroller General's duly authorized representative, such books, documents, and records as may be necessary to certify the nature and extent of the costs of such products, goods or services.
    2. Discounts. As applicable, Vendor shall fully and accurately disclose and/or provide information to Purchaser, on an invoice or statement, all discounts, rebates, or reductions in price, in accordance with all applicable laws and regulations, including the provisions of the discount exception at 42 U.S.C. § 1320a 7b(b)(3)(A) and/or the discount safe harbor regulation at 42 C.F.R. § 1001.952(h) (collectively, the “Anti-Kickback Statute and Regulations”). Pursuant to the requirements of the Anti-Kickback Statute and Regulations, Vendor shall timely provide any documentation necessary for Purchaser to meet any reporting obligations, and further that it shall refrain from taking any action or omission that would impede Purchaser from meeting any obligations under the law. At the request of Purchaser, Vendor will also provide an annual corporate-level discount summary report that contains a consolidated summary of all discounts provided on Products or Services covered by the Contract to Purchaser and its Affiliates, as applicable.
    3. Notices. All legal notices and other communications to Purchaser must be in writing and will be considered given upon (i) delivery by hand or (ii) one day after delivery by receipted overnight delivery courier, or (iii) three days after mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the addresses set in the Contract, with a copy to Purchaser at: 733 N. Broadway, Suite 102, ATTENTION: General Counsel, Baltimore, Maryland 21287-1900. Notices to Vendor shall be made in the same manner as above to the Vendor address on file with Purchaser at the time of such notice.
    4. No Modification. Vendor may not assign any of its rights or obligations hereunder without the prior written consent of Purchaser. The provisions of the Contract shall be binding upon and inure to the benefit of Purchaser and Vendor, and their respective successors and permitted assigns. All rights, remedies, and powers of Purchaser are irrevocable and cumulative and not alternative or exclusive, and shall be in addition to all other rights, remedies, and powers to which it may be entitled at law or in equity.
    5. Governing Law. The Contract and all matters relating thereto shall be governed by the laws of the State of Delaware (except with respect to its conflict of laws or provisions). Each of the parties hereby irrevocably and unconditionally: (i) consents to the exclusive jurisdiction of the federal courts located in Wilmington, Delaware for any proceeding arising in connection with the Contract and each such party agrees not to commence any such proceeding except in such courts, and (ii) waives any objection to the laying of venue of any such proceeding in the federal courts of Wilmington, Delaware. If for any reason venue is not accepted in federal court, the parties irrevocably consent as provided in this Section to the exclusive jurisdiction of the Delaware State courts of New Castle County, Delaware. EACH PARTY WAIVES ALL RIGHT TO TRIAL BY JURY OF ANY DISPUTE OR CLAIM RELATED TO THIS CONTRACT.
    6. Severability. If any provision of the Contract is found to be invalid or unenforceable by any court, such provision shall be ineffective only to the extent that it is in contravention of applicable laws without invalidating the remaining provisions hereof.
    7. Waivers. No waiver of any provision of the Contract shall constitute a waiver of any other provision of the Contract, nor shall such waiver constitute a continuing waiver. All waivers hereunder shall be in writing signed by the party making the waiver.
    8. Survival. Any provision which by its nature is intended to survive the termination or expiration of the Contract will survive its termination or expiration, including without limitation each party’s confidentiality and indemnification obligations and any warranties.
    9. EEO Obligations. Purchaser is an equal opportunity employer and federal contractor or subcontractor. As applicable, Vendor, and any subcontractors engaged by Vendor to provide products or services to Purchaser under a Contract, shall abide by the requirements of 41 CFR Section 60-300.5(a) and 41 CFR Section 60-741.5(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities. As applicable, the posting requirement set forth in 29 CFR Part 471, Appendix A to Subpart A, and the VETS-4212 reporting requirements set forth in 41 CFR 61-300.10 are incorporated herein..
    10. Sunshine Act Reporting. Vendor acknowledges and agrees that prior to or simultaneously with submitting any reports pursuant to the Physician Payment Sunshine Act (the “Sunshine Act”) which pertain to Purchaser, Vendor shall provide a written copy of such report to Purchaser at the following address: The Johns Hopkins Health System Corporation Corporate Supply Chain, Attention: Executive Director Sourcing & Procurement, 3910 Keswick Road, Suite S5500 Baltimore, Maryland 21211. Such written report shall include, without limitation, the name of the individual or department to whom the transfer of value was provided and a detailed description of what was transferred. In the event that Purchaser has any questions or comments in connection with such report, Purchaser may contact the Vendor by telephone and/or email. Vendor will promptly correct any errors or deficiencies in its Sunshine Act reporting.
    11. Vendor Full Disclosure. Vendor shall not provide or distribute any Gifts, Services, or Consideration of any value to any Purchaser Representative.
15. Definitions.
    1. “Affiliate” means those entities, businesses, facilities, and enterprises, that are: (i) directly or indirectly controlled by, controlling, or under common control with a party, including all of such party’s facilities, subsidiaries, and joint ventures; and (ii) in the case of JHHS, any and all entities and businesses to or for which JHHS or any of the above-described entities provide management services or purchasing services. “Control” as used in this definition means the ability to direct the affairs of an entity, whether through ownership of at least fifty percent interest in an entity, possession of at least fifty percent of the votes on the governance board of an entity, reserved powers or by contract, including a management, joint operating or other substantial agreement.
    2. “Confidential Information” means any proprietary or confidential information of the other party including, without limitation: (a) information concerning the other party’s business affairs, property, and methods of operation; and (b) in the case of Purchaser: (i) any material, data, or information disclosed by Purchaser to Vendor that is not generally known by or disclosed to the public including, without limitation, all materials, know how, processes, trade secrets, reports, financial and operational information, and other matters relating to the operation of Purchaser’s businesses; and/or (ii) any information and materials relating to third-party vendors that have provided any part of Purchaser’s information or communications infrastructure; and/or (c) without limiting the generality of the foregoing, any materials marked as “confidential,” “proprietary,” or with a similar designation.
    3. “Documentation” means, with respect to Software, the user manuals and other Vendor documentation that describes the functional, operational, or performance capabilities of the Software.
    4. “Equipment” means any equipment provided by Vendor to Purchaser pursuant to a PO, whether for purchase or evaluation.
    5. "Gifts, Services, or Consideration" includes, but is not limited to: gifts, gratuities, social entertainment offered or sponsored by Vendor, samples, consulting and research activities, Vendor-sponsored travel, educational conferences, seminars, other business courtesies and discounts, and any additional items or services not described in the Contract regardless of the monetary value of such Gifts, Services, or Consideration. Gifts include items such as pens, coffee mugs, or mouse pads.
    6. "Hazardous Materials" means any flammable explosives, radioactive materials, hazardous wastes (including hazardous medical waste including without limitation blood, blood-soiled articles, laboratory waste, and the like), toxic substances, or related materials which requires special handling in accordance with applicable environmental laws.
    7. “MPIPA” means the Maryland Personal Information Protection Act under Section 14-3501, et seq., of the Commercial Law Article of the Annotated Code of Maryland, as may be amended from time to time.
    8. “PO” as issued by Purchaser constitutes Purchaser’s offer to purchase a Product and/or Service from Vendor.
    9. “Privacy Laws” means applicable local, state, and federal privacy laws in effect from time to time, including without limitation HIPAA and MPIPA.
    10. “Product” shall mean all goods including, without limitation, Equipment. To the extent that a Product or Service includes embedded or accompanying Software, the term Product or Service as used in the Contract shall include such Software, and Vendor hereby grants to Purchaser a nonexclusive, sublicenseable, irrevocable, world-wide, perpetual (or term, if indicated in the Purchaser Order) license to access and use any software embedded in, or accompanying, any Products or Services for Purchaser’s business purposes.
    11. “Purchaser Representative” means each of Purchaser’s and its Affiliates’ officers, directors, members, shareholders, managers, trustees, employees, representatives, attorneys, and agents.
    12. “Service” shall mean any service rendered by Vendor to Purchaser pursuant to a PO, whether or not related to a Product.
    13. “Software” is a subclass of Products and means any software made available to Purchaser pursuant to the Contract, or utilized by or on behalf of Vendor in performance of its obligations pursuant to the Contract, including but not limited to Embedded Software, locally-installed, subscription, and cloud-based software. Software includes all versions, updates, upgrades, revisions, improvements, and modifications of the foregoing.
    14. “Specifications” means, with respect to Equipment, Vendor’s performance specifications for the Equipment as of the date of the PO.
    15. “Vendor” shall mean any person or organization to whom Purchaser submits a PO for a Product or Service.
    16. “Vendor Personnel” means Vendor’s employees, agents, and representatives.

1. Pre-Shipment Disclosures. Prior to shipment, Vendor shall disclose to Purchaser, if applicable: the Equipment end of life (EOL) date, any proprietary consumables that are required to be utilized in conjunction with the Equipment, and any IT connectivity requirements.
2. Delivery and Inspection. Equipment will be delivered F.O.B. Destination (shipment, handling, tariffs, custom clearance, and insurance pre-paid and absorbed by Vendor, unless otherwise set forth in Vendor’s quotation and incorporated into the PO), no later than the delivery date indicated on the PO. If Purchaser’s requested delivery date cannot be met, Vendor will promptly notify Purchaser and provide an estimated delivery date. Equipment will be shipped complete, unless partial shipment is expressly agreed to by Purchaser. Title and risk of loss or damage to items shall remain with Vendor until delivered to the installation site and Purchaser has inspected the delivered components and determined that the shipment is complete and the components undamaged. The Equipment shall be packaged appropriately, and all cartons shall be clearly stamped with Purchaser’s PO Number. Purchaser must be able to identify easily all items of the Equipment contained within each carton.
   1. Vendor shall provide Purchaser with two copies of operator and service instruction manuals (which shall include electrical and mechanical schematics, and parts and current price lists), if applicable.
   2. Vendor shall be responsible for the removal of any and all trash and waste from the installation site, if applicable.
3. Vendor Invoices for Equipment. Purchaser payment terms are NET 30 days after Acceptance, unless alternative terms are expressly agreed to in a signed writing in advance. Vendor’s invoices must contain the relevant PO number, and any invoice that does not reference the PO number shall be rejected by Purchaser. Each invoice for Equipment shall contain only one PO number. Vendor shall issue all invoices within six months of issuance of each PO unless otherwise expressly agreed by the parties.
4. Vendor Responsibilities for Equipment. The following are the responsibility of Vendor and are included in the purchase price for the Equipment unless otherwise set forth in Vendor’s quotation and incorporated into the PO: (i) delivery; (ii) installation or provision of installation instructions to Purchaser; and (iii) training or instructions regarding the Equipment’s operation to Purchaser personnel.
5. Testing; Certification; Acceptance. Upon completion of installation of the Equipment, Vendor shall perform prescribed tests to determine that the Equipment is operating in conformance with Specifications and any other requirements agreed to by the parties (“Equipment Turnover”). If the Equipment or any feature or option thereof requires certification under federal law, Vendor will complete and file all necessary reports regarding Vendor’s manufacture, assembly, installation, or other activity relating to the Equipment. Final payment from Purchaser shall not be due and owing unless and until the Equipment reaches Acceptance. “Acceptance" of the Equipment shall be deemed to occur on the date when, in the reasonable opinion of Purchaser, the Equipment conforms to Specifications, and has continuously operated in compliance with Specifications for 30 days after Equipment Turnover.
6. Warranty of Equipment. Commencing on Acceptance and continuing for 12 months (the “Equipment Warranty Period”), in addition to any other warranties set forth in these T&Cs, Vendor warrants that the Equipment shall (i) be free from defects in design, material, and workmanship; (ii) conform to the Specifications; and (iii) comport with Vendor’s representations regarding the functions and uses for which the Equipment is marketed (collectively, the “Equipment Warranty of Performance”). During the Equipment Warranty Period, Vendor will provide all maintenance (including preventative maintenance and repairs), support, parts, and error corrections, at no additional charge to Purchaser, necessary for the Equipment to meet the Equipment Warranty of Performance.
7. Equipment Loaner. If Vendor offers a loaner program, Vendor shall provide a loaner piece of equipment to Purchaser, at no charge (including delivery, setup, and return), within a commercially reasonable time frame after notification from Purchaser that the Equipment is not performing to Specifications. Purchaser will have full use of the loaner equipment until the Equipment has been repaired or replaced and received by Purchaser, at which time Vendor will promptly remove the loaner equipment or provide return instructions to Purchaser, at Vendor’s sole cost and expense.
8. License to Software. Vendor hereby grants to Purchaser a limited, nonexclusive, perpetual, royalty-free license and/or sublicense to use any Embedded Software (defined below). Any charge for the license is included in the purchase price for the Equipment. Purchaser may assign the software license to any person or entity to which Purchaser transfers title to the Equipment. In the event of such an assignment, Purchaser is not be liable for any act or omission of the assignee.
9. Updates and Upgrades. For Embedded Software, all updates shall be provided at no additional charge to Purchaser during the Equipment’s warranty period. The installation of all updates and upgrades will be coordinated with Purchaser’s designated representative. Hardware necessary to support updates shall be made available to Purchaser at Vendor's expense. Vendor’s duty to provide updates pursuant to this Section shall survive the expiration or termination of the Contract regardless of the cause giving rise to termination. Vendor’s provision of support services will not be conditioned on any updates or upgrades that are not provided free of charge.
10. “Embedded Software” means the firmware, internal code and operating systems software, and other computer programs installed on any or embedded within the Equipment, in object code only, including updates, modifications, enhancements, or new releases of the same.

1. Evaluation of Equipment. Vendor shall provide the Equipment for evaluation at no charge to Purchaser during the Evaluation Period, as hereinafter defined. The value of the Equipment shall be set forth in the PO.
2. Evaluation Period. The evaluation period shall not exceed 90 days (the “Equipment Evaluation Period”). Vendor will, at its sole cost and expense, promptly remove, or provide return instructions for, any Equipment that Purchaser elects not to purchase at the conclusion of the Evaluation Period, without any further obligation to Purchaser.
3. Purpose. Equipment is provided to Purchaser, at no cost, for evaluation purposes only, to enable Purchaser to determine whether it meets its clinical and patient care needs. Equipment is delivered without commitment, risk, or obligation on the part of Purchaser. At the conclusion of the Evaluation Period, the Equipment will either be purchased (under a separate purchase agreement if required by Purchaser) or returned to Vendor, at Vendor’s expense.
4. Vendor Responsibilities. Vendor agrees to: (i) deliver the Equipment described on the PO at no cost or expense to Purchaser; (ii) install the Equipment or provide installation instructions to Purchaser; (iii) provide training or instructions regarding the Equipment’s operation to Purchaser personnel; (iv) provide a toll-free hotline number for technical assistance; (v) insure that any patient information that may be stored on the Equipment during the Evaluation Period will be expunged once the Evaluation Period terminates and the Equipment is returned to Vendor; (vi) provide all maintenance, repair, or replacement services at no cost or expense to Purchaser; and (vii) provide, at no charge to Purchaser (unless otherwise set forth in Vendor’s quotation and incorporated into the PO), the number of consumables needed for Purchaser to be able to evaluate the Equipment.
5. Title. Title to Equipment shall at all times remain with Vendor during the term of the Contract.
6. Software. If the Equipment involves embedded or accompanying Software, the terms of Schedule 4 shall apply to such Software.

1. Evaluation of Products. Vendor shall provide the Products for evaluation at no charge to Purchaser during the Product Evaluation Period, as hereinafter defined. The value of the Products shall be set forth in the PO.
2. Evaluation Period. The evaluation period shall not exceed 90 days (the “Product Evaluation Period”).
3. Purpose. Products are provided to Purchaser, at no cost, for evaluation purposes only, to enable Purchaser to determine whether the Product meets its clinical and patient care needs. Products are delivered without commitment, risk, or obligation on the part of Purchaser. At the conclusion of the Product Evaluation Period, Products then in inventory will be returned to Vendor at Vendor’s expense, or the parties may enter into a purchase arrangement for the Products.
4. Vendor Responsibilities. Vendor agrees to: (i) deliver the Products described on the PO at no cost or expense to Purchaser; and (ii) provide training or instructions regarding the Products to Purchaser personnel.

1. Software Warranty. Commencing on receipt of the Software and continuing for the duration of the software license (the “Software Warranty Period”), Vendor warrants and covenants that: (i) all Software will perform in accordance with the Documentation, and that it will correct any and all failures of the software to comply with such Documentation; and (ii) Vendor will detect and remove any viruses and malicious code, and any other vulnerabilities in the Software, that could have an adverse impact on the Software, or on Purchaser’s information technology network. If Vendor or the Software introduces a virus or other malicious code into Purchaser’s information technology networks, Vendor will, at its sole cost and expense, remediate the effects of the virus or malicious code, including restoring any lost data. During the Software Warranty Period (and after the Software Warranty Period, in the case of an FDA-mandated update), Vendor shall provide Purchaser, at no additional charge, any and all routine changes, updates, and maintenance services with respect to the Software which are intended to provide general improvements to the performance of the Products or Services, or as may be required for compliance with applicable government regulations.
2. Remote Access. If the Software is connected to Purchaser’s network, then Vendor shall comply with Purchaser’s then current Remote Access Policies, which Purchaser will make available upon Vendor’s request.
3. Use of Data Vendor shall not acquire any rights in any Customer Data. The term “Customer Data” means all data and information, including without limitation PHI and Personal Information, that is provided or made available by on behalf of Purchaser or its personnel to Vendor or the Software, or that is processed, developed, or produced by Vendor in connection with the Contract. All output, copies, reproductions, improvements, modifications, adaptations, translations and other derivative works of, based on, derived from or otherwise using any Customer Data (including in its deidentified or aggregated form) are themselves also Customer Data. Any grant by Purchaser of rights in Customer Data must be approved by the Johns Hopkins Legal Department in writing in advance. Vendor shall not use any Customer Data, even in its de-identified or aggregated form, for any purpose other than to fulfill its contractual obligations to Purchaser under the Contract and, if applicable, for other purposes that have been agreed to by a legal representative of Purchaser in writing in each instance. Further, Vendor shall not distribute, sell, market, commercialize, use for statistical analyses any Customer Data, nor create derivative products or applications based on such Customer Data. 
4. Use of A.I. Vendor will not utilize any artificial intelligence, predictive analytics or algorithms, or patient care decision support tools (as defined in 45 C.F.R. §92.210) (collectively, for purposes of this section only, “A.I.”) in the provision of the Software without disclosure to Purchaser and Purchaser’s express written consent. In the event Purchaser provides such consent, Vendor represents and warrants that any A.I. provided or otherwise used in connection with the Contract has been developed, trained, tested, and validated using data sets that are accurate and clinically, legally, and ethically appropriate, and such A.I. does not and will not cause or perpetuate bias, discrimination, or harm to individuals or groups based on race, color, national origin, sex, age, religion, disability, or other protected characteristics. Vendor represents and warrants that Vendor has implemented and maintains risk management practices and internal controls consistent with best practices in the industry for the use of such A.I. to ensure all A.I. outputs remain accurate, unbiased, and non-discriminatory, as well as secure, reliable and designed to prevent harm. Vendor will provide Purchaser, upon reasonable request, with clear and comprehensible documentation about the A.I.’s purpose, capabilities, limitations, and decision-making processes, as well as compliance with this provision.
5. No Click-Wrap No click-through, click-wrap, shrink-wrap, browse-wrap or comparable agreements or terms and conditions included with the Products or Services, posted online or otherwise presented to Purchaser or Purchaser personnel in connection with the Products or Services (collectively, “Wrap Agreements”), shall have any force or effect with respect to Purchaser or Purchaser personnel. Vendor acknowledges and agrees that any Purchaser personnel who use the Products or Services are not authorized to bind any Purchaser to or to enter into any Wrap Agreement, either on behalf of any Purchaser or themselves in their capacity as Purchaser personnel. Any action taken by Purchaser or Purchaser personnel that would otherwise be considered acceptance of or assent to a Wrap Agreement shall be deemed only Purchaser’s reaffirmation of the Contract.

1. Service Warranty. Vendor warrants and covenants that all Services provided hereunder will be performed in a professional, competent, good, and workmanlike manner by properly trained and suitably skilled personnel (the “Service Warranty of Performance”). If Vendor fails to meet the Service Warranty of Performance, Vendor shall, upon Purchaser’s request and without additional compensation, timely correct or revise any errors or deficiencies in the Services provided hereunder.
2. Vendor Responsibilities.
   1. Vendor shall keep the property of Purchaser free of the accumulation of waste materials or rubbish and clean at the end of each workday and at completion of the Services.
   2. Each individual who provides the Services on behalf of Vendor shall hold all licenses, permits, credentials, and certifications required by applicable laws.
   3. If Purchaser determines that any individual who provides the Services on behalf of Vendor has violated the terms of this Contract, engaged in any conduct that jeopardizes the health, safety, or welfare of any patient, employee, or any other person, or otherwise failed to meet Purchaser’s standard of performance, Vendor shall, upon request by Purchaser, immediately remove such individual from performing services at Purchaser’s facility.

Hazardous Materials. If Vendor uses, generates, releases, or handles Hazardous Materials on Purchaser’s property, Vendor agrees that the use, generation, release, handling, transportation and/or disposal of the Hazardous Materials shall be performed in compliance with all applicable laws. Except to the extent that Purchaser specifically agrees in writing to bear the costs of the handling and disposal of Hazardous Materials as a part of the compensation for the Services of Vendor or unless specifically stated otherwise in the Contract, the handling and disposal of Hazardous Materials shall be at the sole expense of Vendor.

1. Procurements Issued Under Government Contracts. The following clauses and certifications contained in Federal Acquisition Regulations (FAR) and Defense Federal Acquisition Regulations (DFAR) to the extent required by law or the Purchaser's contract award from the government and as constituted on the date of this PO, are hereby incorporated by reference as fully as if they were set forth at length herein, except that as used in said clauses and certifications the terms "Contract," "Contractor," and "Contracting Officers" shall be deemed to refer respectively to "PO," "Vendor," and "Purchaser." Upon request of the Vendor, the Purchaser will furnish the Vendor with copies of the referenced clauses and certifications: All Orders: 52.203-6 Restrictions On Subcontractor Sales To The Government, 52.203-7 Anti-Kickback Procedures, 52.203-12 Limitation On Payments To Influence Certain Federal Transactions, 52.204-2 Security Requirements, 52.209-6 Protecting The Government’s Interest When Subcontracting With Contractors Debarred, Suspended, Or Proposed For Debarment, 52.215-1 Instructions To Offerors - Competitive Acquisition, 52.219-8 Utilization Of Small Business Concerns, 52.222-1 Notice To The Government Of Labor Disputes, 52.222-4 Contract Work Hours And Safety Standards Act - Overtime Compensation, 52.222-21 Prohibition Of Non-Segregated Facilities, 52.222-26 Equal Opportunity, 52.222-35 Affirmative Action For Disabled Veterans And Veterans Of The Vietnam Era, 52.222-36 Affirmative Action For Workers With Disabilities, 52.222-37 Employment Reports On Disabled Veterans And Veterans Of The Vietnam Era, 52.223-3 Hazardous Material Identification And Material Safety Data, 52.227-1 Authorization And Consent, Alternate I, 52.227-2 Notice And Assistance Regarding Patent And Copyright Infringement, 52.227-10 Filing Of Patent Applications - Classified Subject Matter, 52.227-11/12/13 Patent Rights, 52.247-63 Preference For U.S.-Flag Air Carriers, 52.247-64 Preference For Privately-Owned U.S.-Flag Commercial Vessels, 252.203-7001 Special Prohibition On Employment, 252.204-7000 Disclosure Of Information, 252.225-7009/7010 Duty-Free Entry, 252.225-7025 Reporting Of Overseas Subcontracts, 252.227-7013 Rights In Technical Data And Computer Software, 252.227-7018 Restrictive Markings On Technical Data, 252.227-7037 Validation Of Restrictive Markings On Technical Data, Orders Over $2,000: 52.222-6 Davis Bacon Act, 52.222-7 Withholding Of Funds, 52.222-8 Payrolls And Basic Records, 52.222-9 Apprentices And Trainees, 52.222-10 Compliance With Copeland Act Requirements, 52.222-11 Subcontracts (Labor Standards), 52.222-12 Contract Termination-Debarment, 52.222-13 Compliance With Davis-Bacon And Related Act Regulations, 52.222-14 Disputes Concerning Labor Standards, 52.222-15 Certification Of Eligibility, Orders Over $2,500: 52.222-41 Service Contract Act Of 1965 As Amended, Orders Over $25,000: 52.215-2 Audit And Records - Negotiation, Alternate II, 52.215-14 Integrity Of Unit Prices, 52.223-6 Drug Free Workplace Cost Or Pricing Data - Modifications, 52.219-9 Small Business Subcontracting Plan, 52.225-13 Restrictions on Certain Foreign Purchases, 252.227-7034 Patents - Subcontracts, 252.227-7039 Reporting of Subject Inventions, Orders Over $100,000: 52.223-2 Clean Air And Water, Orders Over $550,000: 52.219-9 Small Business Subcontracting Plan, Orders Over $650,000: 52.215-12/13 Subcontractor Cost or Pricing Data – Modifications.
2. Procurements Issued Under Government Grants. Procurements made with Federal funds are subject to compliance with the standards and requirements as set forth in OMB Circular A-110, Section 48, Contract Provisions, and Appendix A, and OMB Circular A-133, Paragraph 5. All procurement requirements contained in the above referenced Circulars are incorporated herein by reference.