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Purchase Order Terms And Conditions

ROCHE DIABETES CARE PURCHASE ORDER TERMS AND CONDITIONS

The terms and conditions below shall form part of all Purchase Orders issued by Roche Diabetes Care, division of Hoffmann-La Roche Ltd. (“Roche”) to the vendor (“Vendor”) identified on said Purchase Order:

1. Without obligating itself to inspect any goods (“Goods”) supplied by Vendor pursuant to the Purchase Order, Roche reserves the right to reject any and/or all Goods if, upon inspection, said Goods are found to be unsatisfactory.

2. Vendor will indemnify and hold Roche and its affiliates harmless from and against any loss, damage, claim, liability and expense arising out of Vendor's negligence or breach of its obligations under this Purchase Order.

3. Vendor will properly package the Goods for shipment and mark each package with the relevant Purchase Order number, as well as a description and the quantity of contents. Roche will have the right to inspect all Goods anywhere and at any time. Shipments originating outside Canada will be accompanied by all required customs documentation. Vendor will comply with all applicable export restrictions.

4. The Vendor: (a) warrants that the Goods will be of merchantable quality and condition suitable for their intended purpose; (b) warrants that the Goods will meet such specifications, if any, as are called for in this Purchase Order; (c) warrants that it has the right to sell the Goods and that the Goods do not infringe the patent or other intellectual property rights of any other person; (d) agrees to defend, indemnify and hold Roche and its employees, officers, and directors harmless from and against any and all damages, injuries, causes of action, costs, losses and expenses, if any, resulting from (i) any defect in the Goods, or (ii) the negligence, willful misconduct or breach of Vendor, arising out of or related to this Purchase Order.

5. The Vendor warrants that all services (“Services”) provided will be performed in a professional and workmanlike manner in accordance with applicable professional standards.

6. Vendor will perform its obligations in relation to this Purchase Order in accordance with the stipulated schedule. Time will be of the essence. If Vendor does not comply with the stipulated delivery schedule or Vendor fails to make progress so as to compromise timely performance, Roche may, at its option and sole discretion, either approve a revised delivery schedule or terminate this Purchase Order in whole or in part pursuant to the termination provisions set forth below, without prejudice to any other recourse it may have.

7. It is agreed that if the price of the Goods or Services is higher than is specified in the Purchase Order, the price must be agreed upon by the parties before shipment is made or this Purchase Order shall be void. If no price is shown in the Purchase Order, it is agreed that the Goods or Services will be billed at the price last quoted to Roche by the Vendor or last paid by Roche to the Vendor.

8. Vendor must indicate the Purchase Order number or any other reference number provided by Roche on all documents including packing slips and invoices. If Vendor fails to do so, Roche may refuse to receive the Goods or to pay invoices until the appropriate references are included on said documents.

9. When Vendor provides Services on Roche's premises or the premises of a Roche customer, Vendor will ensure that all its personnel comply with environmental, safety, and other rules established from time to time by Roche in relation to the Services. Any information concerning Roche’s technology or activities, except for information that Roche has made generally available to the public, will be kept confidential and used only for purposes of fulfilling Vendor's obligations under this Purchase Order. Vendor and its personnel will, on request, sign Roche's standard confidentiality agreement.

10. If the Vendor is insolvent or breaches any of its obligations under this Purchase Order, Roche may terminate it, in whole or in part, without compensation to Vendor, and will be entitled to recover from Vendor any resulting damages. Roche may, at any time and at its sole discretion, terminate this Purchase Order in whole or in part, without cause, upon written notice to the Vendor. In such event, Roche's liability will be limited to payment of the price of Goods and/or Services delivered on the termination date in accordance with this Purchase Order; calculated, in the case of Services, in proportion to the state of completion in accordance with the Purchase Order. Roche will not be liable for any other claims or expenses arising from termination including, without limitation, loss of anticipated profit. In no event will Roche’s liability under this Purchase Order exceed the Purchase Order price.

11. Overruns or underruns are to be shown as a separate item on the invoice. Unless otherwise stated herein, over-runs or under-runs must not exceed the following: 10 percent overrun on quantities of less than 5,000; 5 percent overrun for quantities between 5,001 and 100,000; 2 percent overrun for quantities in excess of 100,001.

12. No change may be made to the Purchase Order without the prior written approval of a Roche purchasing agent.

13. Vendor confirms having read and agrees to comply with the Roche Supplier Code of Conduct which is incorporated in this PO by reference and forms an integral part of the PO: http://www.rochecanada.com/content/dam/roche_canada/en_CA/documents/Responsabilite_civique/RocheSupplierCodeConduct.pdf