PURCHASE ORDER TERMS AND CONDITIONS
1. General. This Purchase Order is an offer by Astellas US LLC or an affiliated entity of Astellas US LLC
("Buyer") to the seller listed on the accompanying Purchase Order
("Seller") and acceptance is limited to its provisions without additions, deletions, or other modifications.
Buyer will not be responsible for goods or services delivered without issuance of its standard Purchase
2. Acceptance. This Purchase Order may be accepted by delivering the goods or services by the specified
delivery date. This Purchase Order is limited to the terms and conditions: (i) specified herein; (ii)
specified on the face of the accompanying Purchase Order; and (iii) if applicable, specified in Buyer's
written agreement with Seller.
Acceptance of all or part of the goods or services shall not (i) waive Buyer's right to cancel or return all
or any portion of the goods or services that do not conform to the Purchase Order; (ii) bind Buyer to
accept future shipments of goods or services; or (iii) preclude Buyer from making any claim for damages
or breach of warranty. All purchases are subject to inspection and rejection by Buyer notwithstanding
prior payment. Rejected goods will be returned at Seller's expense for transportation both ways and all
related labor and packing costs. No goods returned as defective by Buyer shall be replaced by Seller
without written permission of an authorized agent of Buyer.
Buyer may at any time, by written order, make changes within the general scope of this Purchase Order
in any one or more of the following: (i) drawings, designs or specifications;(ii) method of shipment or
packing; and (iii) place of delivery. If any such change causes an increase or decrease in the cost of, or
the time required for, the performance of this Purchase Order, Seller may request an adjustment in the
price or delivery schedule, or both, and the Purchase Order shall be modified in writing accordingly upon
agreement by the parties.
3. Compliance with Laws. Seller warrants to Buyer that the goods and services shall be provided,
manufactured, shipped, stored, and otherwise handled in strict compliance with all applicable laws,
codes, ordinances, regulations, executive orders, and industry standards. Seller makes all warranties
contained in the Uniform Commercial Code.
4. Title. Title conveyed to Buyer by Seller shall be good and merchantable and its transfer rightful. The
goods and services shall be delivered free and clear of any lien, security interest, claim or encumbrance
5. Hold Harmless. Seller agrees to defend, indemnify and hold harmless Buyer, officers, directors,
shareholders, affiliated entity, employees, agents, representatives, successors and assigns
("Indemnitees") from all losses, liabilities, damages, and/or expenses which may be sustained or claimed
against an Indemnitee: (i) arising out of defective goods or negligent services hereby ordered; (ii) arising
from injury to Seller employees while in the course of providing goods or services to Buyer or affiliated
PURCHASE ORDER TERMS AND CONDITIONS
(iii)arising from Seller's use of automobiles, trucks, or heavy equipment; or (iv) based on a claim that the
goods or services supplied by Seller infringe a patent, copyright, or trademark or misappropriate a trade
secret of a third party. Seller shall, at the request of Buyer or affiliated entity, defend any such claim,
action or lawsuit. If the goods or services become, or in Seller's opinion, are likely to become the subject
of any infringement claim, Seller shall do one of the following at Seller's option and expense: (i) procure
for Buyer the right to continue using the goods or services; (ii) replace or modify the goods or services so
that they become noninfringing without losing functionality; or (iii)terminate Buyer's right to use the
goods and/or services, whereupon Seller will refund to Buyer all amounts paid for such goods or services.
The indemnity under this Paragraph 5 shall survive delivery and acceptance of goods and services and
termination or expiration of this Purchase Order and/or Buyer's written agreement with Seller, if
6. Price. The price for goods and services ordered hereby shall be the lower of: (i) the price stated on the
accompanying Purchase Order or (ii) the same price charged by Seller to its most favored customers at
the time of shipment of goods or provision of services of the same kind and quality taking into account
quantity discounts. Price is inclusive of applicable taxes, freight, all packaging and handling,
transportation, and insurance unless explicitly indicated on the face of this Purchase Order or agreed to
in writing by Buyer.
7. Taxes. Any tax, tariff or duty which is imposed upon Seller by any governmental authority and
included by the Seller in the price shall be separately stated on Seller's invoice(s).
8. Delivery. Unless designated otherwise: (i) For Domestic Orders: all deliveries are F.O.B. Destination to
the location designated on this Purchase Order and (ii) For International Orders: all deliveries are
Delivered Duty Paid as defined by Incoterms from time to time. For both domestic and international
orders, all risk of loss shall remain with Seller until goods and services have actually been received and
accepted by Buyer at the applicable destination according to the terms and conditions of this Purchase
The goods or services ordered must be received no later than the delivery date specified.
9. Quantities. Quantities of goods or services ordered may not be changed without the prior written
approval of Buyer. If the total or any portion of the goods received either
exceeds or falls below the quantities ordered, Buyer shall have the right to reject and return any such
shipments or portions thereof at Seller's expense for transportation both ways and all related labor and
10. Packaging and Shipping. All shipping containers shall be packed and packaged to: (i) ensure safe
arrival to final destination; (ii) secure the lowest transportation costs;(iii) comply with requirements of
common carriers; (iv) meet Buyer's written instructions; and (v) meet the requirements of all applicable
laws, ordinances, rules and regulations.
PURCHASE ORDER TERMS AND CONDITIONS
Each package or container shall be marked clearly to show this Purchase Order number, ship date, and
name of consignee and consigner. An itemized packing list shall be included in each container.
11. Invoices. Seller shall issue a separate invoice for each separate shipment. Each invoice shall include:
(i) the Purchase Order number; (ii) Buyer's part numbers; and (iii) quantities shipped. Undisputed
amounts shall be paid within 30 days of receipt and acceptance of goods or services and a correct
invoice. Delays in receipt of goods or services, acceptance of goods or services, or a correct invoice will
be just cause for Buyer to withhold payment without losing discount privileges. Cash discounts, if any,
shall be computed as commencing with receipt of the invoice or goods or services, whichever is later.
12. Warranties. Seller warrants that the goods or services delivered, the packaging, labeling and sorting
thereof, any installation, repair, and maintenance of goods, and any other performance pursuant to this
Purchase Order, will: (i) be free of infringement of property rights of third parties, including without
limitation, any patent, trademark, trade name, copyright or right of publicity, or misappropriate any
trade secret or violate any license or any other rights; (ii) be free from defects in material and
workmanship, be of even kind and quality and run without variation; (iii) be of merchantable quality; (iv)
be fit for the intended use of the Buyer, Buyer's customers and any other intended uses of such goods
and shall be new and not refurbished; and (v) be of grade and performance in conformity with all
specifications, blueprints, designs, drawings, samples, models, descriptions, instructions, and other
items referred to in this Purchase Order. Seller also warrants that the goods or services to be delivered
hereunder were produced incompliance with all applicable requirements of the Fair Labor Standards Act
of 1938 as amended, including specifically Sections 206, 207, 212 and 215, and all regulations and orders
of the U.S. Department of Labor issued under Section 14 thereof. Seller shall maintain, solely at Seller's
cost and expense, all licenses, permits, approvals, and the like necessary to conduct its business and
perform its obligations under this Purchase Order.
13. Inspection. Buyer shall have the right to inspect and test the goods or services ordered at any time,
including during the manufacture and construction, or preparation, notwithstanding any prior payment
or inspection. Defective goods or services not in compliance with Buyer's drawings, specifications or
standards may at any time be rejected even though such goods or services may have previously been
inspected and accepted. Without limiting any rights it may have, Buyer at its sole option may require
Seller, at Seller's expense to: (i) promptly repair or replace any or all rejected goods and/or services or
(ii) refund the fees paid for any or all rejected goods and/or services. All such rejected goods will be held
for Seller's prompt instruction and at Seller's risk. Rejected goods will be transported for return to Seller
or destroyed at Seller's cost. Nothing contained herein shall relieve in any way Seller from the obligation
of testing, inspection, and quality control. Payment for goods or services prior to inspection shall not
constitute acceptance thereof and is without prejudice to any and all claims Buyer may have against
Seller or any other party.
PURCHASE ORDER TERMS AND CONDITIONS
14. Right to Cover. If Seller repudiates this Purchase Order or fails to make delivery within the time
specified herein, time being of the essence in connection with this Purchase Order (or, if no time of
delivery has been specified, within a reasonable time after acceptance by Seller) or if Buyer rightfully
rejects the goods or services or justifiably revokes acceptance thereof, then with respect to any and all
goods or services involved, Buyer may pursue any remedy available including, without limitation,
cancellation of this Purchase Order in whole or in part. In addition to recovering so much of the price as
has been paid and irrespective of whether Buyer has cancelled this Purchase Order, Buyer may "cover"
and have damages as to all goods and services affected whether or not they have been identified to this
Purchase Order. Buyer may "cover" by making, in good faith and without unreasonable delay, any
reasonable purchase of or contract to purchase goods or services in substitution for those due from
Seller. Buyer shall recover from Seller as damages the difference between the cost of cover and the
contract price together with any incidental or consequential damages.
15. Limitation of Liability. Buyer's liability to pay any amount to Seller for any reason shall not exceed
the amount Buyer has agreed to pay Seller for the goods or services.BUYER SHALL NOT BE LIABLE TO
SELLER FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR COMMERCIAL LOSSES
ARISING FROM THE PURCHASE OF GOODS AND/OR SERVICES REGARDLESS OF THE CAUSE OF ACTION OR
THE FORM OF THE CLAIM FOR DAMAGES, AND EVEN IF BUYER IS INFORMED OF THE POSSIBILITY OF
16. Miscellaneous. Seller shall not assign this Purchase Order or any rights, nor delegate any duties to
any third party. Any attempt to do so will be void. This Purchase Order shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Each party is an independent
contractor of the other party.
17. Confidential Information. Buyer's confidential and proprietary information includes, without
limitation, its business plans; business strategies; marketing plans; industry and competitive
information; technology, product and proposed product information; pricing and cost arrangements and
agreements with Buyer, distributors, customers, suppliers, licensers and licensees; information relating
to its customer base; information concerning employees and financial information. All such confidential
and proprietary information shall (a) remain the property of Buyer, (b) be carefully preserved and
maintained by Seller at its expense, and (c) be promptly returned to Buyer or satisfactorily accounted for
upon completion of this Purchase Order or upon Buyer's written demand.
18. Force Majeure. Failure of Buyer to take shipments of goods or receive services hereunder, if
occasioned by fire, explosion, flood, war, accident, interruption of or delay in transportation, labor
trouble, governmental regulation, or any other circumstances of like or different character beyond
Buyer's reasonable control, or if occasioned by partial or complete suspension of operations at any of
Buyer's offices or other business locations, shall not subject Buyer to any liability to Seller by reason
thereof, but, at Buyer's option, the total quantity covered by this Purchase Order may be reduced by the
extent of omitted shipments or services, or the specified delivery period may be extended by a time
PURCHASE ORDER TERMS AND CONDITIONS
to that during which shipments or services shall be so omitted and such shipments shall then be made
or services performed during the period of extension.
19. Affirmative Action. Seller shall comply with applicable federal regulations on affirmative action
implementing Executive Order 11246, as amended; Section 503 of the Rehabilitation Act of 1973, as
amended; and the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended. Buyer and
Seller hereby incorporate the requirements of 41 C.F.R. §§60-1.4(a)(7), 60-250.5(a) and 60-741.5(a), if
20. Federal Acquisition Regulation Clauses Incorporated by Reference. The following clauses from the
Federal Acquisition Regulation ("FAR"), 48 C.F.R. Chapter 1, as applicable and as in effect on the date of
this order, are incorporated by reference into this order. The full text of the below clauses is available at
Unless the context requires otherwise, in the text of the below clauses
the term "Contractor" means "Seller" and the terms "Contracting Officer" and "Government" mean
"Buyer": (a) Contractor Code of Business Ethics and Conduct (FAR 52.203-13); (b) Utilization of Small
Business Concerns (FAR 52.219-8); (c)Equal Opportunity (FAR 52.222-26); (d) Equal Opportunity for
Veterans (FAR 52.222-35); (e) Affirmative Action for Workers with Disabilities (FAR 52.222-36); (f)
Notification of Employee Rights Under the National Labor Relations Act (FAR 52.222-40) (applies only if
value of order exceeds $10,000 and will be performed wholly or partially in the United States); and (g)
Combating Trafficking in Persons (FAR 52.222-50).
21. Waiver. A waiver of any term, condition or default of this Purchase Order shall not be construed as a
waiver of any other term, condition, or default.
22. Entire Agreement. The Purchase Order represents the entire understanding between Buyer and
Seller, shall supersede all prior understandings and agreements relating to the subject matter hereof,
and may be amended only by written mutual agreement of the parties. In the event of a conflict
between the terms and conditions of this Purchase Order and any amendment thereto, the Purchase
Order shall govern and control. Notwithstanding the foregoing, the provisions of this Purchase Order will
not supersede any provisions of any other previously written agreement(s) that are currently in effect
between the parties that govern the provision of the goods or services that are the subject of this
23. Governing Law. This Purchase Order shall be governed by and interpreted in accordance with the
laws of the State of Illinois, excluding Illinois conflict of law rules. All terms used in this Purchase Order,
which are defined in the Uniform Commercial Code as adopted in the State of Illinois, shall have the
same meaning herein as such code