PURCHASE ORDER TERMS AND CONDITIONS
These Purchase Order Terms and Conditions (“Terms”) apply to any Purchase Order (“PO”) issued by the Sword Health, Inc. or any of its affiliates listed on the PO (“Sword”) to the entity listed on the PO providing goods and/or services to Sword (“Vendor”). By accepting the PO, commencing performance, or delivering goods or services, Vendor agrees that these Terms shall apply to and form a binding contract between Sword and the Vendor related to the PO.
1. Agreement. The PO and these Terms constitute the entire agreement between Sword and Vendor and supersede all prior or contemporaneous proposals, terms or communications, unless Sword and Vendor have entered into a separate agreement signed by both parties related to the subject matter of the PO. In the event of a conflict between terms in such a separate signed agreement and the PO and/or these Terms, the separate signed agreement shall control with respect to such terms. In the event of a conflict between these Terms and terms listed on the PO, the terms listed on the PO shall control.
2. Acceptance. Except as provided in Section 1, these Terms are accepted by Vendor upon the earlier to occur of Vendor’s (i) acceptance of the PO, (ii) issuance of an invoice to Sword for the goods and/or services listed in the PO; or (iii) Vendor’s first delivery of the goods and/or services listed in the PO.
3. Price and Payment. The total amount payable under the PO shall not exceed the amount listed on the PO, including all fees, expenses, and applicable taxes. Vendor shall not perform any work, incur any costs, or commit to any expenditures beyond this amount without Sword’s written approval. Expenses incurred by Vendor may not be passed through to Sword unless specifically stated on the PO. All invoices must be submitted within thirty (30) days of such amounts becoming due and include any required Sales Tax/VAT information, the corresponding PO number, and a description of the services being billed, where failure to do so may result in a delay of payment. Vendor must submit all invoices to either (i) the invoicing portal sent to Vendor or (ii) swordhealth@invoice.zip.com. Payment terms are net 30 days from Sword’s receipt of Vendor’s invoice unless otherwise specified on the PO. Sword may withhold or set off payments against any amounts owed by Vendor to Sword.
4. Delivery. Time is of the essence. Deliveries and services stated in the PO shall be made/provided in accordance with the schedule specified in the PO. For any physical gods, risk of loss and title transfer shall occur upon delivery and acceptance at Sword’s designated location. If delivery is delayed, Vendor must immediately notify Sword and obtain written approval for any revised schedule.
5. Inspection and Acceptance. All goods and services are subject to Sword’s inspection and approval. Sword may reject non-conforming goods or services at Vendor’s expense, including return shipping, handling, and replacement. Acceptance does not relieve Vendor of warranty obligations.
6. Warranties. Vendor warrants that all goods and services: (i) conform to the specifications, drawings, samples, or descriptions in the PO or as otherwise provided to Sword prior to or after Sword’s issuance of the PO; (ii) are free from defects in design, material, and workmanship; (iii) are new (not refurbished or reconditioned) unless otherwise specified; (iv) do not infringe on the intellectual property rights of any third party; and (v) if applicable, are provided by personnel that are properly qualified, comply with Sword’s policies, and act in a professional and workmanlike manner.
6. Onsite Access and Use of Systems. If Vendor personnel are present at Sword’s facilities or are provided access to Sword’s internal systems, Vendor shall, and ensure its personnel shall,: (i) comply with all Sword security, safety, and access policies; (ii) use such access solely to perform obligations under these Terms; (iii) ensure that only authorized personnel are granted access, on a need-to-know basis; (iv) promptly return all access credentials and remove any stored Sword data upon request or termination of the PO and/or these Terms.
7. Compliance with Laws. Vendor shall, and shall ensure its personnel will, comply with all applicable laws, regulations, and standards, including labor, health, safety, environmental, and anti-bribery laws in connection with the PO.
8. Confidentiality. Vendor may obtain access to non-public information of Sword (“Confidential Information”) in its provision of the goods and/or services, including the fact that Vendor provides goods or services to Sword. Vendor agrees to: (i) use Confidential Information only to perform its obligations and exercise its rights under this these Terms and the PO; (ii) not disclose it to third parties without Sword’s prior written consent; (iii) restrict access to its employees and representatives with a need to know, provided they are bound by confidentiality obligations no less stringent than this section; and (iv) protect it using reasonable security measures. Vendor may disclose Confidential Information when legally required by a court or government authority, provided it promptly notifies Sword and, if requested, reasonably assists Sword in its response.
9. Indemnification. Vendor shall indemnify, defend, and hold harmless Sword, its affiliates, and their employees, officers, and agents against any third party claims, losses, damages, liabilities, and expenses arising out of Vendor’s performance, including defective goods or services, negligence, or breach of these Terms.
10. Insurance. Vendor shall maintain adequate insurance coverage, including general liability, product liability, and workers’ compensation, with reputable insurers, as necessary to provide the goods and/or services. Vendor shall provide certificates of insurance upon request. Upon Sword’s written request, Vendor shall add Sword as an additional insured.
11. Term/Termination. The PO and these Terms shall be effective as of Vendor’s acceptance and shall remain in effect until completion of Vendor’s obligations under the PO and these Terms, unless earlier terminated. Sword may terminate the PO and these Terms: (i) for convenience, upon written notice to Vendor, or (ii) immediately, for cause, if Vendor materially breaches its obligations and fails to cure within fifteen (15) days of notice. Provisions which by their nature should survive shall remain in effect after completion or termination of the PO. Upon termination, Sword’s liability shall be limited to payment for conforming goods and services delivered before termination.
12. Governing Law and Jurisdiction. (i) if the Sword entity issuing the PO is Sword Health, S.A. then (A) the PO and these Terms shall be governed by and construed in accordance with the laws of Portugal, without regard to conflict of laws principles; and (B) Vendor shall bring any disputes related to the PO and these Terms exclusively in the courts sitting in Porto, Portugal; and (ii) if the Sword entity issuing the PO is any other Sword entity including but not limited to Sword Health, Inc. then (A) the PO and these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to conflict of laws principles; and (B) Vendor shall bring any disputes related to the PO and these Terms exclusively in the state or federal courts sitting in the State of Delaware. Nothing in the PO and/or these Terms shall prohibit Sword from bringing a claim or action against Vendor in any of the foregoing courts or any other court having jurisdiction over Vendor.
13. Miscellaneous: Vendor may not assign all or any part of its obligations under the PO or these Terms Sword’s prior written consent. If Vendor subcontracts some or all of its performance of its obligations in the PO, it must provide Sword with five (5) business days prior written notice thereof, and if Sword objects to such subcontracting Vendor shall not subcontract the Services. The PO and these Terms, including pricing, may not be amended or modified except in a written agreement signed by both parties. Failure by Sword to enforce any provision shall not constitute a waiver of its rights. If any provision is held invalid, the remaining provisions shall remain in full force and effect. Vendor and its personnel shall perform as independent contractors, and nothing in the PO or these Terms shall be construed to create an employment, partnership, or agency relationship with Sword. Any and any Vendor provided clickwrap, browsewrap, or other online terms of service or end-user agreement, shall be of no force or effect unless expressly agreed to in a written amendment executed by both parties.