Purchase Order Terms and Conditions

Freight Requirements:

FedEx Express and Ground (Small Package) Shipments

Unless otherwise authorized, single shipments up to 150 lbs. must be shipped FedEx Ground and billed third party to Marshfield Clinic Health System.

• FedEx Express services - authorized only by Marshfield Clinic Health System's personnel.
• Bill 3^rd party FedEx Ground/Express to account number: 677290080
• Include Marshfield Clinic Health System's purchase order number on all shipping documentation including the reference field on the airway bill and packing list.

 FedEx Freight (LTL) Shipments

Unless otherwise authorized, single shipments over 150 lbs. or larger multiple package shipments should be palletized and shipped via FedEx Freight Economy and billed to Marshfield Clinic Health System.

• Bill 3^rd Party to FedEx Freight account number: 722483693
• Include Marshfield Clinic Health System's purchase order number on all shipping documentation including the reference field and packing list.

If the Products/Services being purchased under this purchase order are subject to an agreement currently in force between the parties, the terms of that agreement will control in the event of a conflict with the terms set forth below.

Marshfield Clinic Health System, Inc.

“Marshfield Clinic Health System, Inc." shall mean Marshfield Clinic Health System, Inc. and any of its legally related entities, affiliates, companies, or corporations with common control or ownership of Marshfield Clinic Health System, Inc., under the control or ownership of Marshfield Clinic Health System, Inc., or that has control or ownership over Marshfield Clinic Health System, Inc. Hereinafter Marshfield Clinic Health System, Inc. shall be referred to as “Marshfield.

Products and Services

For purposes of the Purchase Order, “Products" are defined as any product or other deliverable provided by Vendor to Marshfield under the Purchase Order including, but not limited to, software, and “Services" are defined as any services provided by Vendor to Marshfield under the Purchase Order including, but not limited to, service, support, or maintenance of Products or other professional services provided by Vendor to Marshfield. Vendor warrants that the Products and/or Services shall: 1) be performed or operate in accordance with applicable specifications and/or documentation, 2) be free of material defects, 3) be provided in a good and workmanlike manner, and 4) be provided in accordance with reasonable standards of care. Vendor agrees to guarantee all work performed under this Purchase Order against defects in material and/or workmanship for a period of one year after acceptance by Marshfield. Vendor shall be responsible for the compliance of all Services with all applicable federal, state and local laws, rules, regulations and licensing requirements. Vendor shall maintain all necessary licenses, permits or other authorizations as required to perform requested Services, if any. Unless expressly set forth, Vendor shall bear any costs related to packaging and shipment of Products. Risk of loss shall at all times remain with Vendor until Products are delivered in good condition to the Marshfield facility.

Unless otherwise specified, the Vendor shall furnish all items to be delivered under this purchase order "F.O.B. Destination, Freight Prepaid and Allowed". As used herein, "F.O.B. Destination" means title of ownership transfers to Marshfield Clinic Health System upon receipt and acceptance of items at Marshfield Clinic Health System's designated receiving point. "Freight Prepaid and Allowed" means the Vendor pays and bears the freight charges for the items.​​

Medicare Access

In accordance with Public Law 96-499, until the expiration of four years after the furnishing of services under this Agreement, Vendor shall make available, upon written request to the Secretary, U.S. Department of Health and Human Services or upon request to the U.S. Comptroller General, or any of their duly authorized representatives, the contracts, books, documents, and records of Vendor that are necessary to certify the nature and extent of the costs of performing its obligations under this Agreement. If Vendor carries out any of its duties of such agreement or contract through a subcontract with a related organization with a value or cost of $10,000 or more over a 12-month period, such subcontract shall contain a clause to the effect that until the expiration of four years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request to the Secretary or upon request to the Comptroller General, or any of their duly authorized representatives, the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs.

Taxes

Due to its charitable, tax-exempt status, Marshfield is exempt from payment of sales and other like taxes and Vendor hereby agrees not to assess such taxes against Marshfield. Upon request from Vendor, Marshfield will provide Vendor with evidence of its tax-exempt status

Indemnification

Notwithstanding anything to the contrary in the Agreement, Vendor shall indemnify and hold harmless Marshfield and its officers, agents, and employees from any and all claims, demands, suits, actions, proceedings, losses, costs, damages, and expenses of every kind, including attorney fees, which arise pursuant to the Agreement and are brought or made against Marshfield or its officers, agents, or employees on account of bodily injury, including death, or property damage caused by the negligence or willful misconduct of Vendor, its employees or agents. This provision shall survive completion or termination of the Purchase Order.

Use of Marks

Vendor will not use Marshfield's service marks, trademarks, or trade or corporate names without Marshfield's prior written consent, including, without limitation, use within advertising, marketing materials, publicity, release or sales presentation of Vendor. This provision shall survive completion or termination of the Purchase Order.

Governing Law; Entire Agreement

The Purchase Order shall be governed by, construed and enforced in accordance with the laws of the State of Wisconsin without regard to Wisconsin's choice of law rules, and it supersedes all previous or contemporaneous agreements or understandings relating to the Products and/or Services. Marshfield will not be bound by any provisions in any “shrink-wrap" or “click wrap" agreement or “click to approve" terms or conditions now or hereafter contained in any documentation, or set forth on any web site including Vendor's website. Any agreement beyond that constituted by Vendor's acceptance of this Purchase Order shall be set forth in a written agreement (designated as such) manually executed by duly authorized representatives of both Marshfield and Vendor.

Exclusion From Federal Health Care Programs

Vendor hereby represents and warrants that it is not and at no time has been excluded from participation in any federally funded health care programs, including Medicare and Medicaid. This representation includes to the best of Vendor's knowledge, all employees of Vendor/Contractor involved in the provision of products and/or services to Vendor (hereafter such employees are referred to as “Servicing Employees"). Vendor hereby agrees to immediately notify Customer if it or any Servicing Employee is threatened to be or is excluded from any federally funded health care program, including Medicare and Medicaid. In the event that Vendor is excluded from participation in any federally funded health care program during the term of this Agreement, Customer may terminate this Agreement as of the effective date of such exclusion

Affirmative Action Notice/Notice of NLRA Rights

Vendors may be subject to the provisions of 41 CFR chapter 60, including but not limited to 41 CFR 60-1.4, 41 CFR 60-250.4, 41 CFR 60-741.4 and 741.5, with respect to affirmative action program and plan requirements and equal employment opportunities, and 29 CFR 471, Appendix A with respect to notice of employee rights under the NLRA. This contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a). These regulations prohibit discrimination against qualified protected veterans and qualified individuals on the basis of disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and qualified individuals with disabilities.

Limited English Proficiency Notice

Vendor may be subject to the provisions of 45 CFR Section 80.3 with respect to limited English proficiency plan requirements. The following provisions are also required for to be included for all Purchase Orders involving U.S. federal government -funded or- assisted projects (including for construction or Services), in addition to all otherState and Federal regulations regarding government contracts, as applicable.

Copeland “Anti-Kickback" Act (18 U.S.C. 874 and 40 U.S.C. 276c)

Any Purchase Order in excess of $2,000 for construction or repair under a federal award or contract shall be conducted in compliance with the Copeland “Anti-Kickback" Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The recipient shall report all suspected or reported violations to the Federal awarding agency.

Davis-Bacon Act, as amended (40 U.S.C. 276a to a-7)

When required by Federal program legislation, all construction contracts awarded by the recipients and subrecipients of more than $2,000 shall comply with the Davis-Bacon Act (40 U.S.C. 276a to a-7) and as supplemented by Department of Labor regulations (29 CFR part 5, “Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction"). Under this Act, if applicable, Vendor shall be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. In addition, contractors shall be required to pay wages not less than once a week. The recipient shall place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation and the award of a contract shall be conditioned upon the acceptance of the wage determination. The recipient shall report all suspected or reported violations to the Federal awarding agency.

Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333)

Where applicable, all contracts awarded by recipients in excess of $2,000 for construction contracts and in excess of $2,500 for other contracts that involve the employment of mechanics or laborers shall include a provision for compliance with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor regulations (29 CFR part 5). Under Section 102 of the Act, each contractor shall be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than 11/2 times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Section 107 of the Act is applicable to construction work and provides that no laborer or mechanic shall be required to work in surrounding or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

Rights to Inventions Made Under a Contract or Agreement

If applicable, contracts or agreements for the performance of experimental, developmental, or research work shall provide for the rights of Federal Government and the recipient in any resulting invention in accordance with 37 CFR part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency.

Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended

Contracts and subgrants of amounts in excess of $100,000 shall contain a provision that requires the recipient to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Art Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.). Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)

Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient.

Debarment and Suspension (E.O.s 12549 and 12689)

No contract shall be made to parties listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with E.O.s 12549 and 12689, “Debarment and Suspension." This list contains the names of parties debarred, suspended, or otherwise excluded by agencies, and contractors declared ineligible under statutory or regulatory authority other than E.O. 12549. Contracts with awards that exceed the small purchase threshold shall provide the required certification regarding its exclusion status and that of its principal employees.

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Equal Employment Opportunity/Notice of NLRA Rights

Vendor may be required to maintain compliance with E.O. 11246, “Equal Employment Opportunity" as amended by E.O. 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by 41 CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." Specifically, vendors and subcontractors of Customer may be subject to the provisions of 41 CFR Chapter 60, including but not limited to, 41 CFR 60-1.4, 41 CFR 60-250.4, 41 CFR 60-741.4 and 741.5, with respect to affirmative action program and plan requirements and equal employment opportunities, and 29 CFR 471, Appendix A with respect to notice of employee rights under the NLRA. Vendor and any of its subcontractors shall abide by the requirements of 41 CFR 60-300.5(a) and 41 CFR 60-741.5 (a).