These Purchase Order Terms and Conditions (“Terms”) govern all purchase orders (“PO”) issued by Akumin Operating Corp. and its subsidiaries and affiliates (“Buyer”) to the vendor or supplier identified on the face of the PO (“Seller”). By accepting a PO, whether by written acknowledgment, commencement of performance, or delivery of goods or services, Seller agrees to be bound by these Terms. Any terms proposed by Seller that are inconsistent with or in addition to these Terms are rejected unless expressly agreed to in writing by an authorized representative of Buyer.
These Terms apply in full where no active, executed agreement exists between Buyer and Seller. Where a Master Services Agreement, Master Supply Agreement, or other executed contract is in effect, these Terms serve as a supplement and shall govern any terms, conditions or subject matter not addressed by such agreement.
1. ACCEPTANCE
A PO constitutes an offer by Buyer to purchase goods and/or services on these Terms. Acceptance occurs upon Seller’s written acknowledgment or commencement of performance. Seller’s acceptance is limited to these Terms; any additional or different terms are deemed a material alteration and are rejected.
2. PRICING AND INVOICING
All prices are as stated on the PO and are firm and not subject to escalation. Seller shall invoice Buyer at the prices stated in the PO only. Buyer will not be responsible for any charges not expressly authorized in the PO, including but not limited to shipping, handling, or fuel surcharges, unless agreed in writing. Invoices must reference the PO number and be submitted to the designated billing contact.
3. PAYMENT TERMS
Unless otherwise specified on the face of the PO, payment terms are Net 60 days from the later of (a) receipt of a valid invoice or (b) acceptance of the goods or services. Buyer reserves the right to offset any amounts owed to Seller against any amounts Seller owes Buyer. Payment of an invoice does not constitute acceptance of goods or services or a waiver of any rights.
4. DELIVERY
Time is of the essence. Seller shall deliver goods and perform services by the dates specified in the PO. If Seller anticipates any delay, Seller shall notify Buyer immediately in writing. Buyer reserves the right to cancel the PO or any portion thereof, without liability, if delivery is not made by the agreed date. Risk of loss and title to goods shall pass to Buyer upon acceptance at the delivery destination.
Shipping Method: All shipments shall be made using Buyer’s designated FedEx account number, as provided on the face of the PO. Use of Buyer’s FedEx account is the preferred and default method of shipment. Seller shall not use any alternative carrier or shipping method without Buyer’s prior written approval.
Prepay & Add (PP&A): In the event Buyer’s FedEx account is unavailable or inapplicable for a specific shipment and Seller ships on a prepaid and add basis, all such shipments shall be made FOB Destination. Title and risk of loss shall transfer to Buyer at the point of destination upon delivery. Seller shall provide documentation evidencing the actual freight cost with no markup. Any unauthorized markup or carrier substitution shall be subject to deduction from Seller’s invoice.
Buyer reserves the right to dispute and deduct any freight charges inconsistent with these Terms. Seller assumes full liability for loss or damage to goods occurring prior to the FOB transfer point.
5. INSPECTION AND ACCEPTANCE
Buyer reserves the right to inspect all goods and services within a reasonable period after delivery. Buyer may reject any goods or services that do not conform to the specifications, drawings, or requirements set forth in the PO. Rejected goods shall be returned to Seller at Seller’s expense. Payment prior to inspection does not constitute acceptance.
6. WARRANTIES
Seller warrants that: (a) all goods shall be new, free from defects in materials and workmanship, and conform to all applicable specifications and requirements; (b) all services shall be performed in a professional and workmanlike manner by qualified personnel; (c) goods and services shall be free from any liens, claims, or encumbrances; and (d) Seller’s performance will not violate any applicable law, regulation, or third-party rights. These warranties are in addition to any implied warranties and shall survive acceptance and payment.
7. CHANGES
Buyer reserves the right to make changes to the PO, including changes in specifications, quantities, delivery schedules, or place of delivery. Seller shall promptly notify Buyer of any equitable adjustment in price or delivery schedule required by such change. No change to a PO is binding unless issued in writing by Buyer’s authorized Procurement representative.
8. TERMINATION FOR CONVENIENCE
Buyer may terminate any PO, in whole or in part, at any time for convenience upon written notice to Seller. Upon receipt of such notice, Seller shall stop work as directed. Buyer’s sole liability shall be payment for goods delivered and services performed and accepted prior to the effective date of termination. Buyer shall not be liable for anticipated profits or unabsorbed overhead.
9. TERMINATION FOR CAUSE
Buyer may terminate any PO, in whole or in part, immediately upon written notice if Seller: (a) fails to deliver on time; (b) breaches any provision of these Terms; (c) becomes insolvent or files for bankruptcy protection; or (d) engages in fraudulent, unethical, or illegal conduct. In the event of termination for cause, Buyer reserves all rights and remedies available at law or in equity.
10. INDEMNIFICATION
Seller shall indemnify, defend, and hold harmless Buyer and its officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) any breach of these Terms by Seller; (b) any negligence or willful misconduct of Seller; (c) any infringement of intellectual property rights by Seller’s goods or services; or (d) any personal injury or property damage caused by Seller’s personnel or products.
11. INSURANCE
Seller shall maintain, at its own expense, insurance coverage satisfactory to Buyer, including commercial general liability, workers’ compensation, and, where applicable, professional liability, errors & omissions, and cyber liabliity coverage. Seller shall provide certificates of insurance upon request. Buyer shall be named as an additional insured on Seller’s commercial general liability policy.
12. CONFIDENTIALITY
Seller shall keep confidential all non-public information received from Buyer in connection with a PO, including pricing, specifications, patient data, and business information. Seller shall not use such information for any purpose other than performance of the applicable PO, and shall not disclose such information to any third party without Buyer’s prior written consent. This obligation survives termination of the PO.
13. COMPLIANCE WITH LAWS
Seller shall comply with all applicable federal, state, and local laws, regulations, and ordinances in performing under any PO, including but not limited to laws governing employment, environmental protection, anti-corruption (including the Foreign Corrupt Practices Act), healthcare regulations, and data privacy (including HIPAA where applicable). Seller shall maintain and provide upon request any certifications required to evidence such compliance.
14. INTELLECTUAL PROPERTY
Unless otherwise agreed in writing, all work product, inventions, developments, and deliverables created by Seller specifically for Buyer under a PO shall be the sole and exclusive property of Buyer (“Work for Hire”). Seller shall not incorporate any third-party intellectual property into deliverables without Buyer’s prior written approval. Buyer shall not be obligated to pay for any AI development tools, platforms, or models used by Seller in performing services.
15. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms and any PO shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any dispute arising out of or related to a PO shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, unless Buyer elects to seek injunctive or other equitable relief in a court of competent jurisdiction.
16. AUDIT RIGHTS
Buyer reserves the right, upon reasonable notice, to audit Seller’s records, systems, and facilities to verify compliance with PO requirements, including pricing accuracy, service delivery, and regulatory compliance. Seller shall cooperate fully with any such audit and shall retain relevant records for a minimum of seven (7) years following completion of the PO.
17. ASSIGNMENT
Seller may not assign, subcontract, or otherwise transfer any rights or obligations under a PO without Buyer’s prior written consent. Any attempted assignment without such consent is void. Buyer may assign a PO to any affiliate or successor entity without Seller’s consent.
18. ENTIRE AGREEMENT / ORDER OF PRECEDENCE
These Terms, together with the applicable PO, constitute the entire agreement between the parties with respect to the subject matter thereof and supersede all prior negotiations, representations, or agreements. In the event of any conflict between these Terms and any other document, these Terms shall govern, except to the extent a separately executed and signed Master Services Agreement or Master Supply Agreement expressly supersedes these Terms with respect to a specific category of goods or services.
Questions regarding these Terms should be directed to the Akumin Procurement Department.