The following Purchase Order Terms and Conditions (“Terms”) only apply to the extent the relevant transaction does not have a binding written agreement between one of the BioLineRx affiliated companies and the relevant counterparty to the transaction. If there is such an agreement, then the provisions of that agreement shall control, as applicable.
To the extent applicable, these Terms provide you (“Seller”) with the legal terms of your purchase order (“Order”) with a BioLineRx company (“BL” or “Purchaser”) for the goods and/or services described on the Order.
1. Acceptance, Modifications, and other terms and conditions: Seller’s full or partial performance under this Order will constitute acceptance of these Terms. By acceptance of these Terms, Seller agrees to be bound by, and to comply with these Terms. These Terms apply to everything listed in the Order and constitute Purchaser’s offer to Seller, which Purchaser may revoke at any time prior to Seller’s acceptance. This Order is not an acceptance by Purchaser of any offer to sell, any quotation, or any proposal. Reference in this Order to any such offer to sell, quotation, or proposal will not constitute a modification of any of these Terms. Terms and conditions different from or in addition to these Terms, whether contained in any acknowledgment of this Order, or with delivery of any goods or services under this Order, or otherwise, will not be binding on Purchaser, whether or not they would materially alter this Order, and Purchaser hereby rejects them in full. These Terms may be modified only by a written document signed by duly authorized representatives of Purchaser and Seller.
2. Default: Time is of the essence of this Order. Purchaser may by written notice of default to Seller (a) terminate all or any part of this Order if Seller fails to perform, or so fails to make progress as to endanger performance of this Order in accordance with its terms, and does not cure such failure within a period of ten (10) calendar days (or such longer period as Purchaser may authorize in writing) after receipt of notice from Purchaser specifying such failure; and (b) procure, on such terms as it will deem appropriate, goods or services similar to those so terminated. Seller will continue performance of this Order to the extent not terminated and will be liable to Purchaser for any excess costs for such similar/replacement goods or services. As an alternate remedy, and in lieu of termination for default, Purchaser, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Order price will be negotiated. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller will promptly notify Purchaser in writing. If Seller does not comply with Purchaser’s delivery schedule, Purchaser may require delivery by fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by Seller. The rights and remedies of Purchaser provided in this Section 2 will not be exclusive and are in addition to any other rights and remedies provided by the Uniform Commercial Code, by law, at equity, or under this Order.
3. Price: This Order must not be filled at a price higher than shown on the face of the Order. If no price is set forth on the front of the Order, the goods or services will be billed at the price last quoted or at the prevailing market price (and in such case, BioLineRx shall also be entitled to cancel the Order without penalty or cost), whichever is lower, and, in any event, goods and services ordered under this Order will not be billed at a higher price than last quoted or charged without Purchaser’s specific written authorization. Purchaser will be entitled at all times to set off any amount owed at any time by Seller or any of its affiliates to Purchaser or any of its affiliates against any amount payable at any time by Purchaser in connection with this Order. No extra charges of any kind will be allowed unless specifically agreed to in writing by the Purchaser. All applicable taxes arising out of transactions contemplated by the Order will be borne by Seller except as otherwise specified by the parties in writing.
4. Invoices, payment, and taxes:
(a) All invoices should be sent directly to BL’s central Accounts Payable email box - InvoicingUSA@biolinerx.com
(b) Invoices shall be rendered on completion of services or delivery of goods and shall contain the Purchase Order Number, item number, description of goods or services, quantities, unit prices, date(s) rendered and total purchase price. Each invoice must refer to one, and only one, purchase order. Invoices that do not reference a valid Purchase Order Number will not be paid.
(c) Payment shall be made on the terms “net 30 plus” days from the date of invoice. BL pays invoices semi-monthly only on the 15th and 30th of each month; so, payment shall be made on the next occurring invoice payment date after 30 days has elapsed from the date of invoice. Cash discount periods shall be computed from either the date of actual delivery of the goods or the date an acceptable invoice is received, whichever is later. All claims for money due or to become due from the Purchaser shall be subject to deduction by Purchaser for any setoff or counterclaim arising out of this or any other of Purchaser’s Orders with Seller.
5. Packaging: All goods must be packaged in the manner specified by Purchaser and shipped in the manner and by the route and carrier designated by Purchaser. If Purchaser does not specify the manner in which the goods must be packaged, Seller shall package the goods so as to avoid any damage in transit and, in any event, in a reasonable and safe manner. If Purchaser does not specify the manner of shipment, route, or carrier, Seller shall ship the goods at the lowest possible transportation rates, consistent with Seller’s obligation to meet the delivery schedule set forth in this Order.
6. Inspection: All goods and services will be subject to inspection and testing by Purchaser, including the period of manufacture and, in any event, prior to final acceptance. Final acceptance or rejection of the goods or services will be made as promptly as practical after delivery except as otherwise provided in this Order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve Seller from responsibility for such goods or services as are not in accordance with this Order nor impose liabilities on Purchaser for them. Purchaser’s payment for the goods shall not constitute its acceptance of the goods. Goods rejected and goods supplied in excess of quantities ordered may be returned to the Seller at Seller’s expense. Payment, if any, made for any goods rejected hereunder shall be promptly refunded by Seller. Seller will provide and maintain an inspection and process control system acceptable to Purchaser covering the goods and services ordered. Records of all inspection work by Seller will be kept complete and available to Purchaser during the performance of this Order and for seven (7) years after Seller’s completion of this Order. If any of the goods or services are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Order, then Purchaser, in addition to any other rights and remedies, at its sole discretion may reject and return such goods at Seller’s expense, require Seller to inspect the goods and remove nonconforming goods and/or require Seller to replace nonconforming goods or services with conforming goods or services.
7. Warranties: Seller hereby represents and warrants that: (a) all goods and services are and shall be free of any claim by any third person and that Seller will convey clear title to Purchaser, (b) all services are and shall be performed in a manner reflecting the highest standards in the applicable industry, are free from all defects, are fit for the particular purposes for which they are acquired, and are provided in strict accordance with the specifications or other requirements approved by Purchaser, (c) all goods sold will be of merchantable quality, free from all defects in design, workmanship and materials, and fit for the particular purposes for which they are purchased and that the goods are provided in strict accordance with the specifications, samples, drawings, designs or other requirements (including performance specifications) approved or adopted by Purchaser, (d) the prices for the goods or services sold to Purchaser under this Order are not less favorable than those currently extended to any other similar customer for the same or similar goods and/or services in equal or lesser quantities, and (e) Seller shall not act in any fashion or take any action that will render Purchaser liable for a violation of any applicable anti-bribery legislation (including without limitation, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010), which prohibits, without limitation, the offering, giving, or promising to offer or give or receiving, directly or indirectly, money or anything of value to any third party to assist it, them, or Purchaser in retaining or obtaining business or in procuring the goods or services. Purchaser’s inspection, test, acceptance, or use of the goods shall not affect Seller’s obligations under these warranties. If Seller fails to correct defects in or replace nonconforming goods within ten (10) days from the date the Purchaser notifies Seller of the defect or defects, Purchaser may, on ten (10) days prior written notice to Seller, either (i) make such corrections or replace such goods and charge Seller for all costs incurred by Purchaser, or (ii) revoke its acceptance of the goods in which event Seller shall be obligated to refund the purchase price and make all necessary arrangements, at Seller’s cost, for the return of the goods to Seller. All warranties of Seller herein or that are implied by law shall survive any inspection, delivery, acceptance, or payment by Purchaser. Any attempt by Seller to limit, disclaim, or restrict these warranties or any remedies of Purchaser, by acknowledgment or otherwise, in accepting or performing this Order, will be void and ineffective.
8. Indemnification: Seller shall indemnify, defend (at Purchaser’s option), and hold Purchaser and its affiliates harmless from and against any or all third party claims, demands, litigation, threats, or proceedings of whatever kind, whether based upon negligence, breach of warranty, breach of contract, strict liability, infringement of intellectual property rights, or any other theory, and from and against all direct, indirect, special, exemplary, incidental, punitive, and/or consequential damages of every kind whatsoever, arising out of, by reason of, or in any way connected with the goods and/or services by Seller. Seller shall, on request, pay or reimburse Purchaser or any other party entitled to indemnification hereunder for all costs and expenses, including attorneys’ fees, as incurred by Purchaser or such other party in connection with any such claim, demand, litigation, threat, proceeding, loss, or damage. In addition, for infringement claims, Seller will, at its own expense and at Purchaser’s option, either procure for Purchaser the right to continue using the allegedly infringing item, replace it with a non-infringing equivalent, or remove it and refund the purchase price and the transportation and installation costs thereof.
9. Limitation of Liability: Purchaser’s aggregate liability arising from or relating to this order is limited to the amount paid by purchaser for the goods and/or services. To the maximum extent allowable by law, purchaser shall not be liable under this order for any special, incidental, consequential, indirect, and/or punitive damages including, without limitation, lost revenues or goodwill even if purchaser has been advised of the possibility of such damages.
10. Purchaser’s property: Tangible or intangible property of any nature furnished to Seller by Purchaser or specifically paid for in whole or in part by Purchaser, and any replacements or attachments, are the property of Purchaser and, unless otherwise agreed in writing by Purchaser, will be used by Seller solely to render services or provide goods to Purchaser.
11. Changes: At all times Purchaser will have the right to make changes to this Order, including changes to drawings, designs, configurations, specifications, quantities, methods of shipment or packing and delivery schedules or location of delivery. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under this Order, an equitable adjustment will be made in the contract price or delivery schedule, or both, and this Order will be modified in writing accordingly. Nothing in this Section, including any disagreement with Purchaser as to any claimed adjustment, will excuse Seller from proceeding with this Order as changed.
12. Compliance with laws: Seller represents and warrants that it is, and shall remain, in compliance with the applicable provisions of all federal, state, or local laws or ordinances and all related lawful orders, rules and regulations, including all policies of Purchaser to the extent Seller is aware of such policies or should be aware of such policies given the nature of Purchaser’s business.
13. Confidential or proprietary information: Notwithstanding anything to the contrary in any prior agreement or document any knowledge or information that the Seller has disclosed or may later disclose to Purchaser, and which in any way relates to the goods or services covered by this Order, or Seller’s business, will not, unless otherwise specifically agreed to in writing by Purchaser, be deemed to be confidential or proprietary information, and will be acquired by Purchaser, free from any restrictions. Seller will not transmit to Purchaser any sensitive personal information, including, but not limited to, identified health information, financial information, social security numbers, biometrics or other personally identified or identifiable information of like sensitivity, unless lawfully requested by Purchaser. Seller will keep confidential any technical, process, economic, or other information derived from drawings, specifications and other data furnished by Purchaser in connection with this Order (in whatever form or format) and will not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining Purchaser's prior written consent. Seller agrees that no acknowledgment or other information concerning this Order, the goods or services, and/or the existence of either, will be made public by Seller without the prior written agreement of Purchaser.
14. Work on purchaser's premises: If Seller's work under this Order requires Seller to be on the premises of Purchaser or at Purchaser’s direction, Seller will take all necessary precautions to prevent any injury to persons or damage to property, including following any rules, policies, procedures or other requirements of Purchaser.
15. Insurance: Seller will maintain Comprehensive General Liability (including Contractual Liability coverage insuring the liabilities assumed in these Terms), Automobile Liability and Employers' Liability insurance with limits that are commercially reasonable in light of the goods/services provided, or as reasonably required by Purchaser, as well as appropriate Workers' Compensation insurance as will protect Seller from all claims under any applicable workers' compensation and occupational disease acts. At Purchaser's request, Seller will furnish to Purchaser a Certificate of Insurance completed by its insurance carrier(s) certifying that the required insurance coverage is in effect.
16. Termination: Purchaser may terminate all or any part of this Order for convenience at any time by written notice to Seller. Upon such termination, Purchaser's liability will be limited to non-cancellable expenses of Seller. This Order shall terminate automatically, without notice, if Seller becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors.
17. Government contracts: If this Order bears a government contract number on the face of this Order, Seller shall comply with all pertinent provisions of said government contract and pertinent executive orders and directives to the extent that they apply to the subject matter of this Order and all such pertinent contract provisions, orders and directives are hereby incorporated by reference into this Order.
18. Miscellaneous:
(a) Non-assignment: Assignment of this Order or any interest in it or any payment due or to become due under it, without the written consent of the Purchaser, will be voidable by Purchaser. An assignment will be deemed to include not only a transfer of this Order or such interest or payment to another party but also a change in control of Seller, whether by transfer of stock or assets, merger, consolidation, or otherwise.
(b) Transportation: All the prices are established as F.O.B. Seller and/or Origin Dock, Freight Prepaid, unless otherwise specifically provided on the front of this Order. Title and risk of loss shall not pass to Purchaser until delivery of the goods to the location designated on the face of this Order and acceptance by Purchaser.
(c) Anticipation of delivery schedule: Unless otherwise agreed in writing, Seller will not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Purchaser's delivery schedule.
(d) Seller's inventory: Purchaser will have no obligation to request quotations or place Orders with Seller, both of which will be in Purchaser's sole discretion. Seller bears sole responsibility for managing Seller's raw material, work in process, and inventory, and Purchaser will have no liability with respect thereto (whether upon termination of this Order or otherwise) other than in connection with termination as provided in Section 16.
(e) Force majeure: Purchaser may delay delivery and/or any other performance hereunder occasioned by causes beyond its control.
(f) Remedies: Each of the rights and remedies reserved to Purchaser in this Order shall be cumulative and additional to any other remedies provided in law or equity. No delay or failure by Purchaser in the exercise of any right or remedy shall affect any such right or remedy and no action taken or omitted by Purchaser shall be deemed to be a waiver of any such right or remedy.
(g) Publicity: Seller will not use Purchaser's name or logo in publicity, advertising, or similar activity, except with Purchaser's prior written consent.
(h) Documentation: It is agreed that all technical documentation necessary for the proper use of the goods or services will be provided to Purchaser and its cost is included in the price.
(i) Governing law: This Order, these Terms, and all related transactions, will be interpreted under and governed by the laws of the State of Delaware without regard to its conflict of law principles.
(j) Dispute resolution: Disputes arising under this Order or these Terms will be resolved by the parties through good faith negotiations in the ordinary course of business. Any dispute not so resolved may be submitted for binding arbitration, solely at the option of BL before a single arbitrator under the American Arbitration Association Rules and Procedures at any location as mutually agreed by the parties, or if no such agreement is reached after 15 days, in Massachusetts or Delaware. Selection of the arbitrator will be by mutual agreement of the parties. The amount and responsibility for payment of arbitration costs will be one of the issues decided by the arbitrator, whose decision will be in accordance with the terms and conditions of this Agreement. No damages excluded by or in excess of the damage limitations set forth in this Agreement shall be awarded. During any such arbitration, the parties will continue diligent performance of this Agreement. The arbitrator will render a binding, written decision stating reasons therefore in reasonable detail within ninety (90) days after the respondent receives the Commencement Letter. The provisions of this section, and any award issued by an arbitrator, may be enforced by either party in any court of competent jurisdiction.
(k) Survival: Seller’s obligations under Sections 6, 7, 8, 9, 10, 12, 13, and 18 (f), (i), (j), (k), (l), (o), and (q) will survive any termination of this Order.
(l) Waiver; modification: No claim or right arising out of this Order can be discharged in whole or in part by a waiver unless supported by consideration and in a writing signed by the aggrieved party. This Order can be modified only by a writing signed by authorized representatives from both parties.
(m) Notices: All notices, consents, waivers, and other communications required or permitted to be given pursuant to this Order, shall be deemed to have been delivered either (i) on the delivery date, if personally delivered or if delivered by confirmed facsimile or e-mail; or (ii) one (1) business day after delivery to any national overnight courier directing delivery on the next business day; or (iii) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, with adequate postage affixed thereto.
- Please include a valid BL Purchase Order Number on all correspondence.
- All invoices should be sent to BioLineRx’s Accounts Payables central email box at: InvoicingUSA@biolinerx.com
- All other notices to Purchaser/BL shall be sent to BioLineRx USA, Inc. 77 Fourth Ave, Waltham, MA 02451 to the attention of the Finance Department, with cc: General Counsel
- And, if to Seller, at its address set forth in this Order, or at such other address as either party may designate in writing to the other party.
(o) Severability: If any provision of this Order shall be held illegal, inoperative, or unenforceable, this provision shall not affect any other provision herein.
(p) Entire agreement: Provided that there is no written agreement, duly executed by both parties, applying to the transaction, this Order, with such documents as are expressly incorporated by reference, is intended by the parties as a final expression of their agreement with respect to the subject matter hereof.