Purchase Order Terms And Conditions

ACCEPTANCE OF THIS PURCHASE ORDER MUST BE WITHOUT QUALIFICATION. BY PROVIDING THE GOODS AND/OR SERVICES TO PRACTICE FUSION, INC., VENDOR AGREES TO THE SPECIFICATIONS, TERMS AND CONDITIONS OF PURCHASE SET FORTH ON THIS PURCHASE ORDER AND ON ANY SHEETS OF ADDITIONAL SPECIFICATIONS, TERMS, AND CONDITIONS ATTACHED HERETO. VENDOR WAIVES ALL TERMS AND CONDITIONS CONTAINED IN ANY ACCEPTANCE OR ANY OTHER COMMUNICATIONS WHICH ARE INCONSISTENT WITH THE TERMS AND CONDITIONS SET FORTH ON THIS PURCHASE ORDER. VENDOR’S ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS, OR ANY DELETIONS OF THESE PURCHASE ORDER TERMS AND CONDITIONS ARE EXPRESSLY EXCLUDED FROM THIS PURCHASE ORDER AND PRACTICE FUSION DOES NOT AGREE TO SUCH TERMS, CONDITIONS, OR DELETIONS. THESE TERMS AND CONDITIONS CAN BE VARIED ONLY BY A WRITING SIGNED BY PRACTICE FUSION. VENDOR SHALL NOT ALTER, ADD TO, OR OTHERWISE MODIFY THESE TERMS AND CONDITIONS.

1. Prices and Taxes.
   Prices for goods or services shall be as indicated on the face of this purchase order. If no price is indicated Vendor warrants that the prices charged for the goods or services do not exceed the price last paid Vendor by Practice Fusion, Inc. for comparable products unless Practice Fusion, Inc. has consented in writing in advance to such price increases. Vendor further represents to the best of its knowledge, information, and belief that the prices charged for items covered by this purchase order are not in excess of or less than prices permitted by applicable state, federal and local law or regulation. The acceptance of this purchase order constitutes a warranty that the prices to be charged for the goods or services ordered do not exceed the lowest price charged to any other customer for similar quantities and delivery requirements. Unless otherwise specified, the prices set forth in this purchase order include all applicable federal, state, and local taxes.

2. Invoices.
   Vendor will submit invoices in duplicate showing the following information: purchase order number; item number; description of item; size of item; quantity of item; unit prices; each applicable tax; extended totals; and any other information specified elsewhere herein. Payment of invoice will not con¬stitute acceptance of goods and will be subject to adjustment for errors, shortages, defects in the goods or other failure of Vendor to meet the requirements of this purchase order. Practice Fusion, Inc. may at any time set off any amount owed by Practice Fusion, Inc. to Vendor against any amount owed by Vendor or any of its affiliated companies to Practice Fusion, Inc.

3. Discounts.
   Time in connection with any discount offered by Vendor will be computed from the latest of (i) the scheduled delivery date, (ii) the date of actual delivery, or (iii) the date an acceptable invoice is received. For the purpose of earning the discount, payment will be deemed to have been made on the date of mailing of Practice Fusion, Inc.’s check.

4. Packing and Shipment.
   Unless otherwise specified, when the price of this purchase order is based on the weight of the ordered goods, such price is to cover only the net weight of material ordered, and no charges will be allowed for packing, handling, transportation, storage or other packing requirements. Unless otherwise specified, Vendor will package and pack all goods in a manner which is (i) in accordance with good commercial practice, (ii) acceptable to common carriers for shipment at the lowest rate for the particular goods, (iii) in accordance with I.C.C. regulations, and (iv) adequate to insure safe arrival of the goods at the named destination. Vendor will mark all containers with necessary lifting, handling, and shipping information and with purchase order numbers, date of shipment, and the names of the consignee and consignor. An itemized packing list must accompany each shipment. No partial or complete delivery will be made prior to the due date or dates shown unless Practice Fusion, Inc. has given prior written consent. Practice Fusion, Inc. will pay only for maximum quantities ordered. Overshipments will be held by Practice Fusion, Inc. at Vendor’s risk and expense for a reasonable time awaiting shipping instructions. Return shipping charges for excess quantities will be at Vendor’s expense.

5. F.O.B. Point.
   Unless otherwise specifically provided on the face of this order, the products ordered hereunder will be delivered on an F.O.B. destination basis.

6. Specifications.
   All goods ordered to Practice Fusion, Inc.’s specifications must comply with such specifications current as of the date of this purchase order unless otherwise specified by Practice Fusion, Inc. Substitutions shall not be accepted without the prior written consent of Practice Fusion, Inc.

7. Change Orders.
   Practice Fusion, Inc. may at any time, by a written order, suspend performance hereunder, increase or decrease the ordered quantities, change the due date or make changes in any one or more of the following: (i) applicable drawings, designs or specifications; (ii) method of shipment or packing; and/or (iii) place of delivery. If the change causes an increase in the cost or the time required by Vendor for performance of this purchase order and Vendor so notifies Practice Fusion, Inc., then an equitable adjustment will be made in the order price or delivery schedule or both, and the purchase order will be modified accordingly in writing. No claim by Vendor for such an adjustment will be valid unless asserted within twenty (20) days from the date of receipt by Vendor of the notification of change; provided, however, that such period may be extended upon the written approval of Practice Fusion, Inc. Nothing in this Item 7 is intended to excuse Vendor from proceeding with this purchase order as changed or amended.

8. Warranty.
   Vendor warrants that all goods delivered (i) will be free from defects in workmanship, material, and manufacture, (ii) will comply with the requirements of this purchase order, including any drawings or specifications incorporated herein or samples furnished by Vendor, and (iii) where design is Vendor’s responsibility, will be free from defects in design. Vendor further war¬rants that all goods purchased hereunder will be of merchantable quality and will be fit for the purposes intended by Practice Fusion, Inc. The foregoing warranties constitute conditions to this purchase order. They are in addition to all other warranties, whether express or implied, and will survive any delivery, inspection, acceptance or payment by Practice Fusion, Inc. All warranties run to the benefit of Practice Fusion, Inc., its successors, assigns and its customers. Practice Fusion, Inc.’s approval of Vendor’s materials or design will not relieve Vendor of any warranties. If any goods delivered do not meet the warranties specified herein or otherwise applicable, Practice Fusion, Inc. may, at its option, (i) require Vendor to correct any defective or nonconforming goods by repair or replacement at no cost to Practice Fusion, Inc., or (ii) return such defective or nonconforming goods to Vendor at Vendor’s expense and recover from Vendor the order price thereof, or (iii) correct the defective or nonconforming goods itself and charge Vendor with the cost of such correction.

9. Inspection and Acceptance.
   Notwithstanding any prior inspection or payments, all goods will be subject to final inspection and acceptance at Practice Fusion, Inc.’s facility within a reasonable time after delivery. In case any item is defective in material or workmanship, or otherwise not in conformity with the requirements of this order, Practice Fusion, Inc. will have the right to reject it, to require its correction or to accept it with an adjustment in price. Any item that has been rejected or required to be corrected must be replaced or corrected by and at the expense of Vendor promptly after notice. If, after being requested by Practice Fusion, Inc., Vendor fails to promptly replace or correct any defective item, then Practice Fusion, Inc. (i) may, by contract or otherwise, replace or correct such item and charge to Vendor the cost occasioned thereby, (ii) may, without further notice, cancel this purchase order for default in accordance with Item 10 below, or (iii) may require an appropriate reduction in price.

10. Default and Excusable Delays.
    Any failure by Vendor to fully comply with any requirement of this purchase order, including but not limited to, any failure to meet delivery dates in this purchase order, shall constitute a default by Vendor. Upon a default by Vendor, Practice Fusion, Inc. may, at Practice Fusion, Inc.’s option, without incurring any liability or prejudicing its other rights: (a) extend the time for performance; (b) cancel all or any portion of this purchase order, and/or (c) return all or any part of the goods or terminate all or any part of the services. For goods which are delivered late, Practice Fusion, Inc. may opt to receive a refund of any payments with respect to such goods. Practice Fusion, Inc.’s failure on any occasion to insist on strict performance of any term or condition of this purchase order shall not constitute a waiver of compliance with such term or condition on any other order or a waiver of any default. Except as provided in the following sentence, Vendor shall reimburse Practice Fusion, Inc. for any cost, loss, damage and liability incurred by Practice Fusion, Inc. by reason of Vendor’s default. Vendor shall not, however, be liable for any additional cost, loss, damage or liability of Practice Fusion, Inc. resulting from any delay in delivery or performance hereunder to the extent delivery or performance is made impossible by reason of unforeseeable causes beyond the control of Vendor which are not attributable in whole or in part to any act or failure to act by Vendor, provided Vendor uses its best efforts to deliver or perform in a timely manner.

11. Termination for Vendor’s Insolvency or Practice Fusion Inc.’s Convenience.
    In addition to the grounds for termination in the preceding paragraph, Practice Fusion, Inc. reserves the right to terminate this purchase order or any part thereof, on the insolvency of Vendor, or for Practice Fusion, Inc.’s convenience, by providing Vendor with written or other notice of termination. Vendor will thereupon immediately stop work on this purchase order or the terminated portion thereof and notify its subcontractors and suppliers, if any, to do likewise. Provided that Vendor is not in breach, Vendor shall be entitled to receive payment for all goods and services delivered prior to the date of the notice of termination under this paragraph, plus reimbursement for any reasonable cancellation costs incurred to vendors or subcontractors, and for costs reasonably incurred in closing out work hereunder, provided, however, Practice Fusion, Inc.’s liability hereunder shall not exceed the purchase price for the goods and/or services delivered prior to the date of notice of termination under this Paragraph. Termination claims shall be subject to inspection and audit by the Practice Fusion, Inc., and Vendor shall promptly perform all services or ship all materials therefore paid for by Practice Fusion, Inc. under this paragraph.

12. Risk of Loss or Damage.
    Notwithstanding any prior inspections and irrespective of the F.O.B. point named herein, Vendor will bear all risk of loss, damage or destruction to the ordered goods until final acceptance of the goods by Practice Fusion, Inc. at destination. Vendor will bear the same risk with respect to any goods rejected by Practice Fusion, Inc. Practice Fusion, Inc., however, will be responsible for any loss occasioned by the gross negligence of its employees acting within the scope of their employment.

13. Waiver.
    The failure of Practice Fusion, Inc. to enforce at any time any of the provisions of this purchase order, to exercise any election or option provided herein, or to require at any time the performance by Vendor of any of the provisions herein will not in any way be construed to be a waiver of such provisions.

14. Compliance with Laws.
    Vendor shall manufacture and label goods in strict accordance with all applicable federal, state, local and other governmental laws, rules, orders, and regulations (“Laws”). Vendor shall be responsible for current and ongoing familiarity and compliance with all Laws applicable to the manufacture, sale, oper¬ation, and use of the goods. In addition, Vendor shall monitor the appropriate information sources closely for changes in such Laws.

15. Indemnification.
    Vendor agrees to indemnify, defend, and hold harmless Practice Fusion, Inc., its officers, directors, affiliates, employees, customers, agents, and all persons claiming through or based on a relationship with Practice Fusion, Inc., from and against all claims, demands, costs, including attorneys’ fees, loss, damage and liability (“Claims”) arising out of, or in any way connected with, (i) actual or alleged infringement of any U.S. patent, copyright, trademark or similar right by reason of, or in any way connected with, the goods or services, (ii) goods supplied, work performed or services provided under this purchase order, (iii) the presence or activities of Vendor (or its subcontractors) conducted on the project site, or (iv) actual or alleged breach of contract or warranty by Vendor under the purchase order, but not for Claims caused solely by Practice Fusion, Inc.’s negligence or willful misconduct. Vendor shall settle or defend at its expense all such claims and suits asserted or brought against Practice Fusion, Inc. and shall pay all damages, costs, fines and assessments resulting therefrom; provided, however, that Vendor shall not settle any such claim or suit without Practice Fusion, Inc.’s written consent. Vendor further agrees to indemnify, defend, and hold Practice Fusion, Inc. harmless against any and all claims, demands, costs, including attorneys’ fees, loss, damage and liability arising out of personal injury, including death, or loss or destruction of property attributable in any way to performance by Vendor of its obligations hereunder. Without limiting the foregoing, if Vendor’s completion of this purchase order involves services provided by Vendor on premises occupied by Practice Fusion, Inc., Vendor shall take all precautions necessary to prevent the occurrence of any personal injury or loss or destruction of property in connection with such services. The foregoing indemnity obligation shall survive acceptance and use of the goods and payment for the services.

16. Remedies.
    The remedies stated herein are in addition to all other remedies at law or in equity.

17. Damages.
    Practice Fusion, Inc.’s liability for breach of this purchase order shall not exceed the purchase price of the goods or services giving rise to the liability. IN NO EVENT SHALL PRACTICE FUSION, INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR PRODUCT LIABILITY, REGARDLESS OF WHETHER PRACTICE FUSION, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

18. Non-Disclosure of Proprietary Information.
    Vendor agrees that all drawings, reports, design data, and technical and all other information resulting from the purchase order shall be reported to Practice Fusion, Inc. and become Practice Fusion, Inc.’s sole property, and Vendor further agrees that all information provided by Practice Fusion, Inc. to Vendor, all information observed by Vendor at Practice Fusion, Inc.’s facilities, and all information becoming known to Vendor concerning Practice Fusion, Inc.’s inventions, discoveries, improvements or methods, business plans, ventures or practices, enterprises, manufacturing or other plant design, location of operation, or any other information affecting the business operations of Practice Fusion, Inc. (“Practice Fusion, Inc.’s Proprietary Information”) shall be maintained in confidence by Vendor and shall not be published, disseminated, revealed in any manner or to any party, or used by Vendor without first obtaining Practice Fusion, Inc.’s written consent thereto, except as necessary in the performance of services under this purchase order; provided, however, that the provisions of this paragraph as they relate to confidentiality shall not apply to information which was known to Vendor at the time Practice Fusion, Inc.’s information was obtained directly or indirectly from Practice Fusion, Inc. or which is lawfully acquired by Vendor from a third party other than by Vendor’s breach of the conditions of this purchase order, or which becomes published or otherwise in the public domain other than by Vendor’s breach of the conditions of this purchase order. Vendor shall be fully responsible for all such Practice Fusion, Inc.’s Proprietary Information in Vendor’s possession and Vendor shall promptly upon completion of the work or services, or on demand, return all documents including all copies thereof containing such Practice Fusion, Inc.’s Proprietary Information to Practice Fusion, Inc. Vendor shall not, without the prior written consent of Practice Fusion, Inc., in any manner advertise or publish the placement of this purchase order.

19. Assignments.
    No right or obligation under this purchase order (including the right to receive monies due) may be assigned by Vendor without the prior written consent of Practice Fusion, Inc., and any purported assign¬ment without such consent will be void. Practice Fusion, Inc. may assign this purchase order at any time if such assignment is considered necessary by Practice Fusion, Inc. in connection with a sale of Practice Fusion, Inc.’s assets or a transfer of its obligations.

20. Notice of Delays.
    Whenever any event delays or threatens to delay the timely performance of this purchase order, Vendor will immediately notify Practice Fusion, Inc. of such event and furnish all relevant details. Receipt by Practice Fusion, Inc. of such notice will not constitute a waiver of the due dates hereunder.

21. Patent License.
    Vendor, as part consideration for this purchase order and without further cost to Practice Fusion, Inc., hereby grants to Practice Fusion, Inc. (and, to the extent requested by Practice Fusion, Inc., to the government) an irrevocable, non-exclusive, royalty-free license to use, sell, manufacture, and cause to be manufactured products embodying any inventions and discoveries necessary for the exploitation of any goods provided under this purchase order or made, conceived or actually reduced to practice in connection with the performance of this purchase order.

22. Insurance.
    Vendor shall at all times maintain such public liability, property damage, employers’ liability and workers’ compensation (including waiver of subrogation) coverage and, if Vendor is driving onto Practice Fusion, Inc.’s property or the surrounding area, automobile liability coverage. Upon request by Practice Fusion, Inc., Vendor will furnish Practice Fusion, Inc. with a certificate of such insurance, naming Practice Fusion, Inc. as an additional insured party.

23. Law and Jurisdiction.
    This purchase order shall be governed by and interpreted in accordance with the laws of the State of California without reference to conflicts of law principles. Any dispute arising out of this purchase order shall be brought in, and the parties consent to personal and exclusive jurisdiction of and venue in, the state and federal courts within San Francisco, California.

24. Severability.
    In the event that any provision or provisions of this purchase order shall be held to be unenforceable, the parties shall renegotiate those provisions in good faith to be valid, enforceable substitute provisions which provisions shall reflect as closely as possible the intent of the original provisions of this purchase order. If the parties fail to negotiate a substitute provision, this purchase order will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties.

25. Independent Contractors.
    The relationship of Practice Fusion, Inc. and Vendor hereunder is that of independent contractors and nothing contained herein will be construed (i) to give a party the power to direct or control the day-to-day activities of the other or (ii) to constitute the parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common enterprise.

26. Entire Agreement.
    This purchase order, including the specifications, constitutes the entire agreement between the parties and supersedes all previous agreements and understandings, whether oral or written, between the parties with respect to the subject matter hereof. This purchase order may be modified or amended only in a writing signed by a duly authorized representatives of Practice Fusion, Inc.