ACCEPTANCE. This Purchase Order, including these terms and conditions (collectively referred to as the “Purchase Order”), constitute the entire agreement between the Astrea entity listed on the face of the Purchase Order (“Purchaser”) and vendor identified on the face of the Purchase Order (“Vendor”). Acceptance, acknowledgement or deliveries by Vendor hereunder shall be deemed an acceptance by Vendor of the Purchase Order. Any provisions, terms and/or conditions in the form of acceptance used by the Vendor shall be deemed null and void. In case of conflict between the terms of a proposal or quote referenced on the face of this Purchase Order and the terms of this Purchase Order, the terms of this Purchase Order shall prevail. Any amendment to these terms and conditions shall be set forth on the face of the Purchase Order.
DELIVERY AND TITLE. Goods and services purchased hereunder shall be delivered to Purchaser at the delivery location specified on the face of this Purchase Order. Vendor shall not make any substitution or change without Purchaser’s prior written consent. Unless otherwise specified in the Purchase Order, all deliveries of goods will be made DDP (delivered duty paid to a named place of destination), Incoterms 2010. Vendor will bear all risks and costs, duties, taxes and other charges and clear the goods for importation. Title to goods purchased hereunder shall pass to Purchaser upon delivery to Purchaser. Timely delivery is of the essence. All goods originating outside of the UK shall be accompanied by Certificate of Origin or Blanket Certificate of Origin where applicable. Purchaser shall have the right to inspect and test the goods and services upon receipt or completion of the services. Any such inspection or payment of the goods, or acceptance of the goods or services shall not prevent Purchaser from rejecting nonconforming goods or services, to recover damages or exercise any other remedies to which Purchaser may be entitled under this Purchase Order or pursuant to applicable law.
PRICE AND PAYMENT. The goods and services purchased shall be at the price set forth on the face of the Purchase Order. No additional charges will be made unless expressly agreed to by Purchaser in writing. Subject to acceptance of the purchased goods or services, Purchaser shall pay the price within sixty (60) days of receipt of the Vendor’s invoice unless Purchaser has expressly agreed differently in writing. All prices and related charges shall be in British Pounds unless otherwise provided on the face of the Purchase Order. Purchaser may withhold or set off against any payment due to Vendor any charge, liability or indebtedness owed by Vendor to Purchaser. The compensation as set out in this Purchase Order shall be inclusive of all expenses incurred by Vendor and Vendor shall ensure timely payment of any subcontractors and suppliers.
WARRANTY. Vendor warrants to Purchaser that, for a period of eighteen (18) months from the delivery date, all good and services will: (a) be new and free from any defects in workmanship, material and design; (b) conform to applicable specifications; (c) be fit for their intended purpose and operate as intended; (d) be free and clear of all liens, security interests or other encumbrances; and (e) not infringe or misappropriate any third party’s intellectual property rights. These warranties shall survive any delivery, inspection, acceptance or payment. These warranties are cumulative and in addition to any other warranty provided by law or equity. Vendor shall be liable for the costs incurred for the return of nonconforming goods and Vendor shall, at Purchaser’s sole discretion, promptly repair or replace at its own cost and expense, any nonconforming goods and services; or reimburse Purchaser for any amounts paid in connection therewith.
INDEMNIFICATION. Vendor shall indemnify, defend and save harmless Purchaser and its affiliates from and against any and all claims, losses, injuries, debts, demands and damages arising out of any failure of Vendor to comply with the terms of this Purchase Order or which arise as a result of the fault or negligence of Vendor.
TERMINATION AND CANCELLATION. Purchaser may, at any time and without penalty, (a) cancel this Purchase Order for all or any part of undelivered goods or services specified in this Purchase Order; or (b) terminate this Purchase Order. Upon such cancellation or termination, Vendor shall promptly return any advance payment or deposit received from Purchaser in connection with this Purchase Order. Purchaser shall only be liable to pay for services performed and goods delivered in compliance with this Purchase Order up to the effective date of termination.
INTELLECTUAL PROPERTY. Purchaser will be the owner of all right, title and interest, including all worldwide patent, copyright, trade-mark, trade secret, industrial design and other intellectual property rights of any kind, in and to, without limitation, all inventions, ideas, concepts, methods, processes, devices, patterns, designs, data, software, specifications, documents, compilations, works and the like developed, made, invented, created, authored, generated, conceived or contributed to by Vendor or any subcontractor in connection with this Purchase Order.
CONFIDENTIALITY. All non-public, confidential or proprietary information of the Purchaser and its affiliates, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, pricing, discounts or rebates, disclosed by Purchaser to Vendor in connection with the Purchase Order is confidential and shall be solely used by Vendor for the performance of the Order and may not be disclosed to any third party unless authorized by Purchaser in writing. Upon Purchaser’s request, Vendor shall promptly return all documents and other materials received from Purchaser. Purchaser shall be entitled to injunctive relief for any violation of this Section. This obligation shall survive any termination or expiry of this Purchase Order.
MISCELLANEOUS. Vendor may not assign this Purchase Order or any of its rights or obligations hereunder without the prior written consent of Purchaser. This Purchase Order may only be changed or otherwise amended with the prior written approval of Purchaser and the Vendor. This Purchase Order is governed in accordance with the laws of, and the parties hereby agree to give submit any dispute in connection with this Purchase Order to the exclusive jurisdiction of the courts of the territory where the Purchaser’s registered office is located, which for avoidance of doubt means: (a) England and Wales where Purchaser is Astrea Bioseparations Ltd, Astrea Group Holdings Company Ltd, Astrea UK Services Ltd; (b) the State of Delaware where Purchaser is Astrea Bioseparations US Inc; (c) the Province of Québec and the federal laws of Canada applicable therein where Purchaser is Astrea Manufacturing Inc. Purchaser and Vendor hereby agree to expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods from this Purchase Order. The relationship between Purchaser and Vendor is strictly that of buyer and seller. Neither Party is, in any way, the legal representative or agent of the other for any purpose whatsoever nor has any authority whatsoever to bind the other Party. With regard to any purchases related to Quebec, Canada, the Purchaser and Vendor have expressly requested that this Purchase Order and all documents related thereto be drafted in English. L’acheteur et le vendeur ont expressément requis que ce bon de commande ainsi que tout document s’y rattachant soient rédigés en anglais.