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líeleflex Framework Order Bill to Party
MEDICAL
Arrow lnternational CR, a.s.
P au Orde._r.__ _ Prazska 209
No.: 4500207323 Date: 06-SEP-2017 e-mail : 500 04 Hradec Kralove
Version: 06.09.2017 - 05.10.2017 Czech republic
Validity Period:
Pa e: 1 of 4 Tel.
Fax.
VAT# : CZ60112387
Suppller Address nformation
ZDRAVOTNI USTAV SE SIDLEM V OSTRAVE Buyer
PARTYZANSKE NAMESTI Buyer Phone #
CZ-702 00 OSTRAVA Buyer Fax#
Buyer Email
Ship To Party Suppller# Free on board -ORIGIN
Supplier Phone Net45
Arrow lnternational CR, a.s. Salesperson CZK
Prazska 209 ShippedVia
CZ-500 04 HRADEC KRALOVE lncoterms
Payment Terms
Currency
Suppller Fax
Objednávka dle cenové nabídky č. 026139
We requlre an order acknowledgment for the following items:
Line Materlal Material Description UoM Total Qty Unit Price Per UoM Extended
->Order Qty -->Open Qty Price (open)
withoutVAT
10 Posudek fyziologických EA
parametrů
Delivery Date: 05-0CT-2017
ltemText Doprava EA
(pracovni pozice)
20
Delivery Date: 05-0CT-2017
CZK 54,600.00
TERMS AND CONDITIONS
1. CONTRACT: a). This Purchase Order constitutes the entire contract and agreement between the parties and may not be amended, revised or
altered except with the express written consent of Buyer#s authorized representative. This Purchase Order constitutes Buyer#s offer to purchase and
shail not under any circumstances be deemed an acceptance in whole or in part, whether expressly, implied or by operation of law, of any offer to seli
by Seiler. Acceptance is expressly limited to the exact terms hereof and any revision of this Purchase Order or any of its terms and conditions is
expressly rejected by Buyer. No addition, revision or alteration hereto shall be effective (whether ar not in Sellers acknowledgement or other forrn)
unless agreed to in writing by Buyers authorized representative and any attempt to so add to, revise or alter the terms and conditions hereof without the
express prior written agreement of Buyers authorized representative shall be deemed a rejection of any offer to seli by Seiler or any counteroffer by
Seiler which is not acceptance hereof without any such addition, alteration, ar revision. Buyer hereby objects to any such additional or different
provisions contained in any document received from Seiler. Shipment of any of the materials ordered hereunder by or on behalf of Seiler shail
constitute Seilers express, unequivocal and irrevocable acceptance of ail terms and conditions hereof whether or not Seiler has acknowledged this
Order.
b). ln the event of any inconsistency between these printed terms and conditions and any provisians set forth on the face of this Purchase Order or
líeleflex Bill to Party
MEDICAL
Arrow lnternational CR, a.s.
.!..1!11&:c~h~ase Order Date: 06-SEP-2017 e-mail: Prazska 209
06.09.2017 - 05.10.2017
No.: 4500207323 500 04 Hradec Kralove
Version: Czech republic
Validity Period:
Pa e: 2 of 4 Tel.
Fax.
VAT#: CZ60112387
any supplemental conditions attached hereto, the provisions set forth on the face of this Purchase Order or such supplemental conditions shall prevail.
c). Buyer shall have the right to make changes within the general scope of this Purchase Order, but no additional charge will be allowed unless
authorized in writing by Buyer. lf such changes affect the delivery schedule or the amount to be paid by Buyer, Seiler shall notify Buyer immediately
and negotiate an adjustment; if Seiler fails to so notify Buyer within ten (10) days after receiving notice of such change from Buyer, Seiler shall be
bound by such change without any alteration to the amount to be paid by Buyer or alteration of the delivery schedule.
d). No amendment to this Purchase Order shall be effective nor shall it bind Buyer unless it is in writing, signed by Buyers authorized
representative, and makes specific reference to this Purchase Order.
2. DEFINITION: #Goods# or #materials# as used in this Purchase Order means materials, equipment, or any ether goods covered by this
Purchase Order.
3. PRICE: This Purchase Order shall not be billed at higher prices then specified herein. lf price is omitted from this Purchase Order, the goods
shail be billed at price last quoted or paid, orat the prevailing market price at the time specified for delivery at the place specified for delivery to Buyer,
whichever is lower.
4. DELIVERY: lf Seiler tenders any whole or partial shipment or delivery which does not conform exactly in all respects with this Purchase Order
(including time of shipment or delivery), Buyer reserves the right to reject such delivery in whole or as to any commercial lots and, if Buyer so elects,
Buyer may upon notice to Seiler treat this Purchase Order as repudiated by Seiler as to any goods so rejected by Buyer and cancel any outstanding
deliveries hereunder, without prejudice to Buyers rights to claim damages or to enforce any ether remedy provided by law. Any goods which Buyer has
rightfully rejected shail remain at Sellers risk of loss. Seiler shall in such event be liable and responsible for all expenses of transportation and storage,
if any, resulting therefrom and if Seiler does not pay the same promptly upon notice from Buyer, Buyer shail have the right to make such payment for
Sellers account and Seiler shail reimburse, indemnify and hold Buyer harmless as to any amounts so paid by Buyer. ln addition, Buyer shall have the
right to set-off against amounts owing by Buyer to Seiler such amounts so paid by Buyer on Sellers behalf. ln the event any further deliveries and/or
installments remain outstanding and executory under this Purchase Order in the event of such non-conforming tender by Seiler, the same shall be
deemed to substantially impair the value of the unexecuted or unperformed balance under this Purchase Order to Buyer and Buyer shall have right in
its sole discretion to terminate and cancel such balance remaining to be executed or performed without further liability or obligation to Seiler.
5. INSPECTION: CONFORMITY TO SPECIFICATIONS: Buyer shall have the right to inspect any and all goods either at Sellers plant or upon
receipt, at Buyers election. Buyer may reject any goods which do not conform exactly in all respects to Buyers specifications or, if not so specified ,
which do not conform exactly in all respects to standard industry specifications for goods of like kind. Ali costs reasonably incurred and damages
reasonably sustained by Buyer, including consequential damages, arising from or related to any such rejections shail be for Sellers account and Buyer
may retum such goods at Sellers expense and Seiler shall promptly reimburse, indemnify and hold Buyer harmless against such expense upon Buyers
submission of an invoice therefore. Ali goods are subject to Buyers inspection notwithstanding prior payment to obtain discount. Seiler shall provide
Buyer without charge reasonable access to Seilers facilities and use thereof to enable Buyer to conduct any inspection authorized hereunder.
6. WARRANTY: Seiler expressly warrants that all goods purchased hereunder and every part of them, and their packaging and any applicable
descriptions lherein or required to be thereon, shall conform exactly to the specifications, data, drawings or description by which they are ordered
herein, shall be merchantable, and shall be in all respects suitable for the particular purpose or use for which they are purchased by Buyer if Seiler
knows or has reason to know the purpose or use. Seiler warrants that ail goods furnished hereunder shall be new and not used or reconditioned
(unless otherwise specified in this Purchase Order) and free from defects in materials or workmanship for a period of one year from the date of
delivery, of acceptance, or completion of installation, whichever is later. Ali materials and workmanship shail be first quality. Seiler shall repair or
replace any defective goods without cosi to Buyer at any time that Buyer so notifies Seiler within the warranty period. lf Seiler shail fail to do so within a
reasonable time under usual practice, after three days prior written notice Buyer may replace any such defective goods at Sellers expense and Seiler
shail promptly reimburse, indemnify and hold Buyer harmless against such expense upon Buyers submission of an invoice therefore. ln addition, Buyer
shall have the right to set-off against amounts owing by Buyer to Seiler such replacement costs so paid by Buyer on Sellers behalf.
7. PACKING: Buyer is not responsible for any charge for packing, boxing, storage or cartage, and all prices quoted herein are inclusive to Buyer
of any such costs.
8. EXCUSABLE DELAYS: Neither party shall be liable for any delay or failure of performance due solely to strikes, fires or ether causes beyond
its control and without its faul! or negligence, provided that the party subject to such delay shall have given written notice to the ether of any such cause
for delay or anticipated delay promptly following the commencement thereof. lf Seiler should be unable, due to such a cause, to meet ail of its delivery
commitments for the goods ordered herein as they become due because of any condition affecting its business generally, Seiler shail not discriminate
against Buyer or in favor of any ether customer in delivering goods to Buyer hereunder. Seiler shall use its best efforts to make deliveries as
expeditiously as possible taking into account such cause for delay. However, if Buyer believes that the delay or anticipated delay in Sellers deliveries
may impair its ability to meet its production schedules or may otherwise interfere with its operations, Buyer may, at its option and without liability to
Seiler, cancel outstanding deliveries hereunder either whoily or in part.
9. RISK OF LOSS: Risk of loss of goods purchased under this Purchase Order shall remain with Seiler until such goods are delivered at the
F.O.B. point specified on the face hereof or, if no such point is given, then until they are delivered to a public carrier consigned to Buyer, or are
delivered to Buyer, whichever delivery shall occur first. However, if goods ordered hereunder are of an explosive, inflammable, corrosive, hazardous,
toxic or otherwise dangerous nature, Seller shall reimburse, indemnify, defend and hold Buyer harmless against any claim(s) asserted against Buyer on
account of any persona! or property damage proximately caused by such goods, or by their transportation, which occurs, or results from an unbroken
chain of causation commencing, prior to completion of unloading them at Buyers plant or warehouse.
1O. INSURANCE ON MATERIALS: Seiler shall not insure the materials for Buyers account unless the terms of this Purchase Order so require.
11 . INFRINGEMENT: Seiler warrants that none of the goods furnished under this Purchase Order, nor their use, infringes any patent, copyright, or
ether intellectual or proprietary right of any person. Buyer anticipates and Seiler acknowledges that Buyer will possess, use and/or seli the goods
ordered with this Purchase Order for incorporation into products it may use for its own account or for sale to its customers. lf, by any such act, Buyer is
or shall become the subject of a threatened complaint, claim, allegation or action, Seiler shall reimburse, indemnify, defend and hold Buyer harmless
against any such complaint, claim, allegation or action, including damages, costs and attorneys# fees; provided, however, that Seiler shail not be
obligated to indemnify and hold Buyer harmless with respect to any claim arising out of specifications, drawings, blueprints, descriptions, or designs
provided to Seiler by Buyer.
12. LABOR: lf this Purchase Order covers the performance of labor on Buyers premises, Seiler agrees to indemnify and hold Buyer harmless
líeleflex Bill to Party
MED I CA L
Arrow lnternational CR, a.s.
Pu se Order Dale: 06-SEP-2017 e-mail : Prazska 209
06.09.2017 - 05.10.2017
No.: 4500207323 500 04 Hradec Kralova
Version: Czech republic
Validity Period:
Pa e: 3 of 4 Tel.
Fax.
VAT# : CZ60112387
against ail claims, liabilities, fees, costs, expanse, judgments, awards, damages, and/or reasonable attorneys# fees for injury or damage to any person
or property arising out of, related to, or in connection with performance of this Purchase Order. Seiler also agrees to furnish Buyer prornptly after
entering into this Purchase Order with a certificate from Seilers insurance carrier(s) certifying that ail times relevant to Seilers performance of this
Purchase Order, Seiler carries and maintains adequate Workmen#s Compensation (if Seiler is self-insured, it shall arrange to have the Department of
Labor, or other appropriate agency, in the State in which said labor is to be performed, furnish a certificate of same to Buyer), public liability, product
liability and property damage insurance, and showing the amount of coverage, deductibles, number of policy and date of expiration, ail of which terms,
carriers and other provisions shail be reasonably acceptable to Buyer.
13. TAXES: Unless otherwise expressly provided herein, prices shown on Purchase Order include ail taxes, fees or ether charges imposed by law
by virtue of this transaction or the goods which are the subject of this transaction and not expressly imposed by law on the Buyer.
14. COMPLIANCE WITH LAW: Seiler shail comply in its performance of this Purchase Order with ail applicable laws, statutes, ordinances, rules,
regulations, and/or executive orders, whether Federal, State or local. Seiler shall certify to Buyer its compliance with any such statutes, ordinances,
rules, regulations and/or Executive Orders that Buyer may be required to incorporate in any contract entered into by Buyer pursuant to applicable law.
LABOUR STANDARDS: As part of Buyer#s continuing improvement efforts related to labour standards, Seiler agrees to demonstrate cornpliance to
lnternational and regional labour standards lncluding (but not limited to): 1) the preservation of human dignity; 2) ban on child and forced labor; 3) ban
on bribery and blackmail; 4) maintenance of adequate social working conditions; and 5) responsible action by all personnel in relation to the
environment.
15. GOVERNMENT WATCH LIST. Seiler represents, warrants and covenants that neither Seiler nor any Seiler personnel who will perform
services under this Agreement, is included in or listed on, and will promptly inform Buyer if Seiler or any Seiler personnel who wiil perform services
under this Agreement becomes included in or listed on, any of the foilowing: (i) the List of Excluded lndividuals/Entities rnaintained by the HHS Office of
lnspector General pursuant to 42 U.S.C. Sections 1320a-7, 13955ccc, 1320c-5 and regulations promulgated thereunder, which, as of the Effective
Date, can be searched at the internet website of http://exclusions.oig.hhs.gov; (ii) the Excluded Parties List System maintained by the United States
General Services Administration which, as of the Effective Dale, can be searched at the internet website of http://epls.arnet.gov; or (iii) the U.S.
Treasury#s Office of Foreign Assets Control list of Speciaily Designated Nationals and Blocked Persons which, as of the Effective Dale, is located at
the internet web site of http://www.ustreas.gov/offices/enforcement/ofac/sdn as a Specially Designated National or Blocked Person. Seiler agrees that
debarment, suspension, proposed debarment or suspension, ineligibility or exclusion of Seiler, or any of its personnel who will perform services under
this Agreement, constitutes cause for irnmediate termination of this Purchase Order by Buyer.
16. DESIGNS, TOOLS, DIES, ETC.:
a). lf Seiler is to manufacture any of the goods hereunder in accordance with designs, specifications, drawings or blueprints furnished by Buyer,
Seiler shail return the same to Buyer at Buyer#s request upon completion of its performance under or cancellation of this Purchase Order, and Seiler
shail not use the same in any manner for itself or for any third party without Buyers prior written consent. Seiler shall keep any such designs,
specifications, drawings, or blueprints secret and confidential, except for any such information that Seiler can prove was already public or that it had
already rightfuily received from a third party.
b). Unless otherwise agreed herein, Seiler at its cost shail supply ail materials, equipment, tools and facilities required to perform this Purchase
Order at its cost and Buyer shall be solely responsible for the price(s) quoted on the face hereof. lf Buyer shail fumish or specifically and separately
pay for any material, goods, equipment, tools or other property to be used or applied towards the performance of this Purchase Order, the same shail
be and remain Buyers property. lf Seiler has purchased such equipment or tools for which Buyer has paid Seiler, Seiler shail permanently mark such
equipment or tools with Buyers name. Buyer provides any such property only for Sellers use and such property shall not be transferred to the custody,
possession or use of any third party without Buyers prior written consent. Any such property shall be used only to fiil orders from Buyer and Buyer at its
cost may on demand remove the sarne without charge by Seiler. Seiler shall use such property at its own risk and shail be responsible and shall
reimburse Buyer for any loss or damage to the same while in Seilers custody. Seiler shail at its cost store, repair and maintain ail such property in good
condition and repair. Buyer makes no, and expressly disclaims any, warranties of any nature with respect to any property it may furnish or pay for,
WHETHER Of MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE.
17. ASSIGNMENT: Seiler shail not assign this Purchase Order, or any part of its obligations or performance hereunder, or any rnoneys due or to
become due hereunder, without the prior written consent of Buyer, except these rights to proceeds which by law may be assigned notwithstanding a
contractual prohibition against such assignment. Any attempted or actual assígnment, garnishment, attachment, or clairn by a third party with respect to
Sellers rights hereunder shail entitle Buyer to withhold all payment until full performance by Seiler. Buyer may continue to withhold payment until it has
determined to its complete satisfaction to whorn such funds are payable and that Buyer is fuily protected against any counterclaim by Seiler, Seilers
assignee or any third party and from any cosi, damage, expense or loss resulting therefrom. Buyer may recover from Seiler, or offset from any amounts
payable hereunder, any loss, damage or expanse (including defense costs and/or reasonable attorneys# fees) it may incur or suffer in such
circumstance.
18. INSOLVENCY: Buyer may cancal this Purchase Order as to an executory portion remaining, if Seiler files a voluntary petition under any
Federal or State bankruptcy law, has any involuntary petition filed against it under any such law or receives notice of any proposed filing of the same, or
is adjudicated a bankrupt or if Seiler becornes insolvent, makes or proposes to make any assignment for the benefit of its creditors, or commits an act
of bankruptcy.
19. GRAPHIC ARTS MATERIALS: Ali films, negatives, positives, engravings, electros and dies created or made for the manufacture of goods
hereunder shall become Buyers sole property when they are so created or made, and Seiler shall surrender any of the same promptly to Buyer upon its
request.
20. EO CLAUSE: This contractor and subcontractor shall abide by the requirements of 41 CFR§§ 60-1.4(a), 60-300.S(a) and 60-741 .5(a). These
regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit
discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these
regulations require that covered prima contractors and subcontractors take affirmative action to employ and advance in employment individuals without
regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.
21 . INDEMNIFICATION: Seiler agrees to and shail indemnify and hold Buyer harmless from any and all loss, damages, costs, expenses, fees
(including reasonable attomeys# fees), charges, actions, awards, judgments, or liabilities in connection with , arising out of or reiated to:
a) Any actual or threatened compiaint, clairn or action relating to, connected with or arising out of Seilers performance hereunder, or b) Any
líeleflex Bill to Party
MEOICAL
Arrow lntemational CR, a.s.
Purchase _Or1=de=r_ __ Prazska 209
No.: 4500207323 Date: 06-SEP-2017 500 04 Hradec Kralova
Czech republic
Version: 06.09.2017 - 05.10.2017 e-mail :
Validity Period: Tel.
Paoe: 4 of 4 Fax.
VAT# : CZ60112387
defect or lack of workmanship or breach of warranty as to the goods covered by this Purchase Order, or c) Any act or omission of Seiler. Seiler
shall assume full responsibility for, defend and handle any third party complaint, claim or legal action and shall pay all expenses, costs, counsel fees ,
judgments, awards, and/or settlements resulting therefrom, provided solely that Buyer shall notify Seiler promptly of such complaint, claim or legal
action.
22. THIRD PARTY RIGHTS: Sellers warranties and undertakings under this Purchase Order are also for the benefit of any person or entity to
which Buyer supplies the goods or to which Buyer is llable with respect thereto, to the same extent they apply in Buyers favor.
23. COMPLETE AGREEMENT: This Purchase Order, lncluding these Terrns and Conditions, and any documents specifically incorporated on the
face hereof constitute the entire agreement between the parties. The terrns and conditions hereof shall bind the Seiler to the exclusion of any
inconsistent provision of any document fumished by Seiler.
24. SEVERABILITY: Any legally invalid provision shall be deemed severable and the balance of this Purchase Order shall be construed and
applied without regard for and irrespective of such provision.
25. SUPPLIER INITIATED CHANGES: ln order to enable Buyer to determine if any proposed change to supplier product or service will have any
effect on the safety and/or efficacy of Buyer products, Seiler shall not make any changes in the Specifications or (including the source of) raw
materials, purchased components, packaging materials, labeling, forrnulations, quality control test methods, subcontractors for producing, processing
or testing, sterilization process or location, manufacturing site, manufacturing processes or manufacturing equipment without Buyer's prior written
agreement.
26. SUPPLIER DIVERSITY. As a prime contractor to the federal govemment, Buyer must comply with specific laws and regulations, and in
perforrning under this Agreement, SUPPLIER will use its commercially reasonable efforts to cooperate with Buyer in recognition of, and achieving the
following :
a) Flow Down . Under the Federal Acquisition Regulation (FAR) clauses 52.219-8 and 52.219-9, Buyer is required to flow down certain
requirements to its subcontractors and suppliers to ensure utilization of small businesses in all subcontracts that offer further subcontracting
opportunities. requires all subcontractors (except small business concems) that receive subcontracts in excess of $650,000 to adept a subcontracting
pian that complies with the requirements of 52.219-9. ln accordance with this policy, Buyer has established diversity utilization goals.
b) Under the Federal Acquisition Regulation 52.219-9(d) (9) requires all subcontractors (except small business concems) that receive
subcontracts in excess of $650.000 to adept a subcontracting pian that complies with the requirements of 52.219-9.
c) Small Business Suppliers. Ali ether evaluation factors being equal, Buyer will encourage proposals from large businesses who team or partner
with diverse small businesses in a legally correct manner that properly positions the small business as a first-tier supplier to Buyer.
27. CONFLICT MINERALS COMPLIANCE STATEMENT: Seiler is expected to comply with all applicable govemment law. ln the context of
Dodd-Frank 1502, Seiler is expected to provide Buyer with valid, applicable and timely data upon request in order for Buyer to comply with United
States and SEC regulations as they pertain to conflict minerals. Seiler non-compliance with confiict minerals regulations will be reviewed by Buyer, who
will then deterrnine what further action is necessary.
SIGNATURE DATE - - - .a..z...-..S...E....P...-..2..a....1....z... ._____
(Purchasing/Accounting)
The company is registered in commercial register adminlstrated by regional court in Hradec Králové on 11-Feb-1994, section B, insertion 1059
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