General Terms and Conditions of Purchase

1. Entire Agreement

1.1. These General Terms and Conditions of Purchase (“Terms”), together with any document referencing or incorporating these Terms, applies to a purchase by Oncology Nursing Society, Oncology Nursing Certification Corporation, or Oncology Nursing Foundation, as applicable (“Customer”) from Seller (“Seller”) for the goods and services identified in the applicable purchase order, quotation, or other ordering document (“Goods” and “Services” respectively) (collectively, “Order”). However, if Customer and Seller have a written agreement with respect to the subject matter of the applicable Order, the written agreement will supersede these Terms.

1.2. Any additional, different or supplemental terms provided, or otherwise referenced by Seller, are rejected unless accepted in writing by Customer.

1.3. Seller’s written acceptance (or any other reasonable form of acceptance) or commencement of any performance or Services or work related to the Goods or delivery of Goods under an Order shall constitute Seller’s acceptance of these Terms.

1.4. If an Order is deemed an acceptance of a prior offer by Seller, such acceptance is conditional on Seller’s assent to all additional or different terms and conditions contained herein. No modification of this order shall be binding upon Customer unless made in writing and signed by Customer’s authorized representative.

2. Invoices and Payment

2.1. Seller shall furnish the Goods or Services at the prices set forth in the Order (“Order Price”). The Order Prices are firm and are not subject to escalation unless otherwise expressly agreed to in writing by Customer. The Order Prices include all charges for packing, loading and shipping.

2.2. As a condition to payment of the Order Price or any progress or installment payment thereof, Seller must comply with the invoicing procedures of Customer, as set forth in the applicable Order. Customer may withhold payment or return invoices to Seller without liability or loss of any discount privileges if: (a) invoices do not conform to Customer’s invoice procedures; (b) subject to Section 8, any portion of the Goods and Services performed or delivered to date have proved not to be in strict conformity with the requirements of the Order and Seller has failed to cure the non-conformity; or (c) there is an on-going breach by Seller of a material term of the Order.

2.3. Payment of the Order Price will be made within 30 days from receipt of an accurate and complete invoice.

2.4. The Order Price invoiced will include any applicable goods and services VAT and sales tax (“GST”) unless otherwise agreed between Customer and Seller. Where GST is included in the Order Price, Seller will provide Customer with a tax invoice that complies with all requirements in the relevant GST regulations and any other applicable law.

2.5. Customer shall be entitled to set-off and apply any amounts owed by Customer to Seller, or any of Seller’s affiliated companies, including Seller’s successors or assigns, against any amounts owed by Seller or Seller’s successors or assigns to Customer.

3. Delivery

3.1. Time is of the essence for Seller’s performance. All Goods shall be shipped FCA (Incoterms 2010) Customer’s receiving dock at the Customer facility specified as the shipping destination in the applicable Order, or if no Customer facility is specified, the Customer facility will be 125 Enterprise Drive, Pittsburgh PA 15275.

3.2. If Seller fails to complete performance of Services or fails to furnish all Goods within the scheduled time as set forth in the applicable Order, Customer may, at its option, either approve a revised schedule or cancel the Order, purchase the Goods and Services elsewhere and charge Seller for any loss incurred, in addition to any other remedies available to Customer. Customer may at any time request assurance that Seller will complete its performance on time. If grounds for insecurity regarding Seller’s performance under the Order arise, and Seller fails to give Customer adequate assurance of performance satisfactory to Customer, then, in Customer’s sole opinion, Seller will be deemed to be in material default.

4. Title and Risk of Loss

4.1. Unless otherwise specified in the Order, title to the Goods shall pass to Customer upon payment thereof or delivery to Customer 's specified delivery location in accordance with Section 3, whichever occurs earlier. Unless otherwise specified in the Order, risk of loss to the Goods shall pass to Customer upon delivery of the Goods to Customer’s specified delivery location in accordance with Section 3.

5. Packaging, Shipping, Labeling, and Documentation

5.1. Seller shall ship the Goods via the means of shipment specified in the applicable Order, or if none is specified, via a means of shipment that is appropriate for the type, volume and value of the Goods, and taking into account the applicable delivery schedule. Seller shall comply, or cause its carrier to comply, with Customer’s facility access requirements applicable to the facility where the Goods shall be delivered.

5.2. Seller shall be responsible for any loss or damage of such Goods due to failure to properly package and store the Goods for transportation or for failure to comply with the packaging and shipping instructions provided or applicable law.

5.3. An itemized packing slip bearing Customer’s Order number and quantities shipped must accompany each delivery. Each container must be marked to show Customer’s Order number and quantity contained therein.

5.4. Customer’s count will be accepted as conclusive on shipment not accompanied by a packing slip. Seller shall not invoice Customer for any additional charges for cartons, wrapping, packing, boxing, crating, delivery, drayage, or similar costs, unless expressly agreed to by Customer in writing.

6. Warranties

6.1 Seller shall comply with all federal, state and local laws and regulations (including regulations at Customer premises) applicable to its performance under applicable Orders, including but not limited to those relating to data privacy export control, economic sanctions, anti-boycott, and anti-corruption.

6.2. Seller shall, at its sole cost and expense, maintain in full force and effect all necessary licenses, permits, and other authorizations required by applicable law in order to carry out its duties and obligations hereunder.

6.3. All Goods delivered to Customer will be free and clear of all liens, encumbrances, security interests and any other restrictions as to title and have been manufactured, produced, processed, prepared, packaged, labelled, presented, described, stored, transported and installed in accordance with these Terms and specifically in accordance with the specifications set forth in the applicable Order.

6.4. The Goods and Services conform to the applicable descriptions, specifications, performance standards, drawings, samples or other requirements contained or referenced in the Order. Statements of Seller or its sales agents, in its advertising, and in its promotional materials as to quality, grade, performance and use of the Goods and Services shall be considered express warranties.

6.5. The Goods are merchantable, fit for the particular purpose(s) for which Customer intends to use such Goods, and are free from defects in design, manufacturing, materials, and workmanship.

6.6. Seller expressly warrants that all Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards and shall conform to Customer 's specifications in all respects.

6.7. Seller has full title and right to sell the Goods (and any materials provided as part of any Services) and provide Customer with the right to use the Goods (and any materials provided as part of any Services), and such use by Customer will not infringe or contribute to the infringement of any third party rights or interests, including, but not limited to, intellectual property and all proprietary rights.

7. Inspection

7.1. Customer shall have the right to inspect and test the Goods at any time whether prior to or after shipment or delivery.

7.2. The making or failure to make any inspection or test of, or payment for or acceptance of, the Goods shall not impair Customer’s right later to reject subsequently discovered nonconforming goods, or to avail itself of any other remedy to which Customer may be entitled under law or at equity.

7.3. Customer’s payment for the Goods or Services shall not constitute inspection and acceptance of the Goods and Services and shall not operate as a waiver of Customer’s right to reject the Goods and Services.

8. Nonconformity

8.1. Services not conforming to the terms of the Order shall be deemed defective Services. At Customer’s option, Seller shall correct all defective Services or refund the Order Price for the non-conforming Services. Seller shall bear all costs of such correction made necessary thereby and shall hold Customer harmless for same.

8.2. All Goods not fully meeting specified or implied specifications, warranties, applicable laws, regulations or standards, shipped contrary to instructions, or otherwise not in compliance with the requirements of the Order, may be rejected by Customer and returned or held at Seller’s expense and risk.

8.3. If Customer rejects any such nonconforming Goods, Customer may charge to Seller the entire expense of inspecting, unpacking, examining, repackaging, storing and reshipping any Goods rejected hereunder. If Seller is able to furnish replacement conforming Goods within the time for performance, it shall immediately notify Customer in writing of its intention to furnish such replacement Goods. If Seller fails so to notify Customer in writing within 5 business days of its intention to furnish the replacement Goods, Customer shall have the right to bring such Goods into compliance and to charge all costs so incurred, including but not limited to inspection costs, to Seller.

9. Termination

9.1. Termination for Convenience. Customer may, at its convenience, and upon written notification being provided to Seller, terminate or suspend all or any portion of any Order. If Customer terminates an Order in accordance with this Section 9.1, Seller shall receive, as its sole and exclusive remedy, payment for the Goods and Services provided up to the date of termination or suspension. Seller shall not be entitled to any recovery on account of profit or unabsorbed overhead with respect to Goods not shipped or Services not actually performed, or on account of future Services, as of the effective date of termination or suspension. No termination or suspension shall relieve Seller of its respective obligations as to any Goods shipped prior to Seller’s receipt of the termination or suspension order.

9.2. Termination for Breach. Customer may cancel an Order, in whole or in part, without liability, if Seller (a) fails to timely perform Services or deliver Goods as required in an applicable Order, (b) breaches an Order or these Terms and fails to cure such breach within 10 days (or such shorter period as commercially reasonable under the circumstances) after receipt of written notice from Customer specifying such breach, or (c) becomes insolvent, makes an assignment for the benefit of creditors, is the subject of a proceeding for the appointment of a receiver or trustee, or files a voluntary petition in bankruptcy or is the subject of an involuntary petition in bankruptcy that is not vacated within 30 days from the date of filing.

10. Indemnification

10.1. To the extent permitted by applicable law, Seller shall, its sole cost and expense, to defend, hold harmless and indemnify Customer and its affiliates and their respective directors, officers and employees of such persons and the respective successors and assigns of any of the foregoing from and against any and all claims, liabilities, damages, penalties, fines, costs and expenses (including, reasonable attorneys’ fees and other expenses of litigation), regardless of whether or not such claims, liabilities, damages, penalties, fines, costs and expenses are caused in whole or in part by a party indemnified hereunder, resulting from, arising out of, caused by, or related to Seller’s performance under an applicable Order.

11. Changes, Cancellation, and Variations

11.1. Customer reserves the right at any time to make changes in any one or more of the following: (a) specifications, drawings and data incorporated in the applicable Order where the Goods to be furnished are to be specially manufactured for Customer; (b) methods of shipment or packing; (c) place of delivery; (d) time of delivery, (e) quantities ordered; (f) method of performance of the required Services; (g) place of performance of Services; (h) time of performance; and (i) scope of Services; provided, however, that no such change materially affects the Seller’s ability to perform.

11.2. If any such change causes an increase or decrease in Seller’s cost of, or the time required for, performance hereunder, an equitable adjustment shall be made in the Order Price or delivery schedule, or both. Any claim by seller for adjustment under this section shall be deemed waived unless asserted in writing within 10 days from receipt by Seller of notice of the change. In the event Seller timely files a claim with respect to a change ordered by Customer, Seller shall continue its performance under this agreement, as modified by this subject change, as directed by Customer.

12. Patent, Copyright, and Trademark Protection

12. 1. These Terms include payment in full for all rights to and interest in all intellectual property, including without limitation, patent, copyright and trademark rights, contained within the Goods delivered or Services performed hereunder. Seller shall not be entitled to any additional payment by virtue of the presence of any right to or interest in any such intellectual property contained in the Goods or Services covered by these Terms. Seller shall cooperate with Customer to secure the protection of such intellectual property rights and will, if needed, execute all documents appropriate for securing protection of such intellectual property rights.

13. General

13.1. Governing Law and Dispute Resolution. These Terms and all Orders shall be governed by and construed in accordance with the laws and jurisdiction of the Commonwealth of Pennsylvania, excluding its principles relating to conflicts of laws. All causes of action arising out of these Terms and any Order hereunder shall be settled in the state or federal courts located in Pittsburgh, Pennsylvania.

13.2. Insurance. Seller will obtain and maintain adequate liability (including with respect to provision of services), automobile, workers’ compensation, cybersecurity, unemployment compensation, disability or other types of insurance required by law or as is common practice for similar service providers in the industry. Upon request, Seller will provide Customer with certificates of insurance or evidence of coverage under these Terms.

13.3. Force Majeure. Neither Seller nor Customer shall be responsible for any delay or failure of performance due to any cause beyond its reasonable control, including without limitation (a) fire, storm, flood, strike or lockout at a national level, accident, act of war or terrorism, riot, or embargo, or (b) any regulation, law, order or restriction of any governmental department, commission, board, bureau, agency, court, or other similar government instrumentality. Upon the cessation of the force majeure event, the party that had given original notice shall again promptly give notice to the other party of such cessation. If the force majeure event continues for a period of at least 90 days, the other party may terminate, at no charge, the Order.

13.4. Waiver. A waiver by Customer must be signed by Customer’s authorized representative and cannot be implied from conduct.

13.5. Confidentiality. All plans, drawings, designs, processes and specifications supplied by Customer to Seller shall remain the sole and exclusive property of Customer, and any information derived therefrom or otherwise communicated to Seller, shall be regarded by Seller as strictly confidential and shall not be disclosed to any third party without the prior written consent of Customer. In addition, Seller agrees that during the performance of these Terms, Seller may have access to Customer’s proprietary operations, procedures or information and Seller agrees not to disclose to any third parties, without Customer’s prior written consent, any such proprietary operations, procedures or information.

13.6. Assignment. Seller shall not assign these Terms or any interest, obligation, or duty contained herein, including any payment due or to become due without Customer 's prior written consent.

13.7. Remedies. The rights of the parties under these Terms are cumulative and additional to any other rights a party may have at law or in equity.

13.8. Severability. If any provision of these Terms is held illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of these Terms remains in effect.

13.9. Independent Contractor. Seller is an independent contractor and neither it nor its employees shall be considered employees of Customer.

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Last Updated: June 25, 2024