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Food Supplier Terms and Conditions

The following terms and conditions are incorporated into the attached Purchase Order.

  1. JHHS General Terms and Conditions.  Johns Hopkins’ standard General Terms and Conditions for the Purchase and Sale of Products (“PO Terms & Conditions”) as referenced in the Purchase Order shall apply in addition to the terms and conditions set forth herein. In the event there is a conflict between the PO Terms & Conditions and this Addendum, the provisions of this Addendum shall apply.
  2. Invoices. Vendor shall submit its invoices to Johns Hopkins by emailing to the following email address: JHInvoices@jhmi.edu.
  3. Right to Inspect, Reject. Vendor shall ensure that all Products supplied by it to Johns Hopkins meet Johns Hopkins’ quality standards as such are set forth in paragraphs 7 and 8 herein. Johns Hopkins reserves the right to inspect Products upon delivery and reject Products that (i) do not meet its quality standards; or (ii) are substituted products to which the parties have not mutually agreed. Further, Johns Hopkins shall have the right, upon reasonable prior notice to Vendor, to perform quality control inspections of Vendor’s operations from time to time during Vendor's regular business hours to determine if Vendor is in compliance with the applicable federal and state standards and procedures for processing the Products. Johns Hopkins agrees that such inspections shall not unreasonably interfere with Vendor’s operations. In the event that a Product does not conform to the quality standards, industry standards and/or applicable federal and/or state laws and regulations, Johns Hopkins shall be permitted to reject all nonconforming Products and services and shall be entitled to, at Johns Hopkins’ sole option, replacement of such Product or reimbursements for the all amounts paid to Vendor for such Products.
  4. Notice of Out-Of-Stock Product. Vendor will provide Johns Hopkins with prompt notice of any out-of-stock Product identified on an order. The parties will mutually agree to substitute products.
  5. Commitment to Supply, Priority Status. Vendor will use its best efforts to supply all of Johns Hopkins needs for the Products hereunder. In the event that Vendor experiences a shortage of supply or disruption in the production and\or distribution of a Product for any reason, Johns Hopkins shall have first priority access to Vendor’s supply of such Product; and Vendor will use commercially reasonable efforts to fulfill, to the extent of its supply of the Product, Johns Hopkins’ existing order(s) for such Product prior to supplying the Product to Vendor’s other customers.
  6. Product Quality Standards. The Products provided hereunder to Johns Hopkins shall be top grade pursuant to the U.S. Official Grading Standards for such Products promulgated by the Agricultural Marketing Service of the United States Department of Agriculture (“Product Grading Standards”) and comply with any applicable Food and Drug Administration and Department of Health statutes and regulations.  Product Grading Standards are set forth at www.ams.gov/grades.
  7. Product Packaging and Labeling. All Products shall be packaged and labeled in accordance with applicable federal and state laws and regulations and, where appropriate, include Product name, manufacture date, ship date, expiration date and proper storage information.
  8. USDA, FDA Recall of Products.  If recall or modification of any of the Products is required by the USDA and/or the FDA or is voluntarily recommended or required by the Vendor, Vendor shall, at its sole cost and expense, notify Johns Hopkins of such recall or modification as promptly as possible, but in no event later than as required by the USDA and/or FDA, and shall, at Vendor’s sole cost and expense, remove the affected Product(s) from Johns Hopkins’ premises. Vendor may replace the recalled Product(s) with mutually agreed to substitute or refund to Johns Hopkins any amounts pre-paid for the recalled Product(s).
  9. Shipments and Delivery of Products.  To ensure next-day delivery, Johns Hopkins must place Product orders in compliance with Vendor’s ordering policies and procedures as previously provided by Vendor to Johns Hopkins.  Vendor shall promptly notify Johns Hopkins of any change in said policies and procedures.  In the event Johns Hopkins does not comply with Vendor’s policies and procedures so that a Product order is not eligible for next-day delivery, Vendor shall deliver such Products to Johns Hopkins on the next applicable scheduled delivery date.
    1. The parties shall ascertain a mutually agreeable time for deliveries to the designated Johns Hopkins location
    2. Prices include all costs of shipping and delivery of Products to the specific locations within Johns Hopkins’ facility.
    3. Vendor shall package and ship Products to Johns Hopkins in a manner that will best ensure that the Products are delivered in condition fit for consumer consumption. For Products requiring refrigeration, Vendor shall package Products appropriately and ship Products via refrigerated carrier with refrigeration calibrated pursuant to applicable federal and state laws and regulations. All Products provided by Vendor hereunder shall from harvesting or packaging until delivery to Johns Hopkins’ facility be maintained at temperatures in accordance with federal, state and local laws and regulations and industry standards. 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 Johns Hopkins, prepaid by Vendor and identified as a separate line item on Vendor’s invoice.