AlphaSense Standard Purchase Order Terms and Conditions

  1. Applicability
    1. These terms and conditions (“Terms”) govern all purchase orders (“Order”) issued by the purchasing/bill-to entity named on the Order (“COMPANY”) to the supplier (“SUPPLIER”). By accepting the Order, SUPPLIER agrees to comply with these Terms, which shall prevail over any terms contained in SUPPLIER’s documentation unless expressly agreed to in writing by COMPANY. The Order, together with any documents incorporated therein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. 
    2. The SUPPLIER’s general terms and conditions shall not be applicable and are expressly excluded from the Order and no other general terms and conditions of business shall be substituted for these Terms. Further terms and conditions shall only apply if agreed between the parties in writing.
    3. Notwithstanding the foregoing, if the parties have a written agreement for the goods and/or services reflected on an Order, then such agreement will override these Terms and will apply to the Order instead.
    4. COMPANY may, at any time prior to delivery, make changes to the Order, including changes to delivery, design, quantity, and specification for goods and/or services, by issuing a new Order.  No change to the Order is binding upon COMPANY unless it is in writing, specifically states that it amends the Order, and is signed by an authorized representative of COMPANY or reflected under a revised Order.
  2. Price
    1. The price of the goods and/or services shall be as stated in the Order. No increase in the price is effective, whether due to increased material, labor, or transportation costs or otherwise, without the prior written consent of COMPANY.
    2. Any offer or proposal submitted by SUPPLIER shall specify any subcontractors, substitutes or staff leasing companies it plans to engage.
  3. Delivery and Payment
    1. The delivery of goods and/or services must be made within the time specified in the Order. If delivery is not made on time, COMPANY reserves the right to cancel the Order without liability and procure substitute goods or services elsewhere.
    2. The SUPPLIER must present COMPANY with an invoice after COMPANY’s acceptance of the goods and/or services purchased pursuant to the Order. The invoice shall contain at least the following information: fees/cost on an itemized basis, applicable taxes, exact billing address, the contract (if applicable), Order number, and the invoice number and date.
    3. Payment terms are net 60 days from the date of COMPANY’s receipt of a correct invoice for fees undisputed in good faith, unless otherwise stated in the Order.
    4. The agreed dates and deadlines for the performance of the Order are binding. If the SUPPLIER believes performance cannot be completed within the provided deadline, it shall immediately notify COMPANY in writing, stating the grounds and presumed length of delay.
    5. In the event of delay on the part of the SUPPLIER, COMPANY reserves the right to immediately waive subsequent performance and either demand compensation for the damage resulting from non-performance or withdraw from the Contract.
    6. If the SUPPLIER misses the agreed deadline for the performance of the Order, it shall be in default as of that date, without further action or notification by COMPANY.
  4. Acceptance
    1. COMPANY shall have the right to inspect the goods and/or services upon receipt. If any goods or services are found to be non-conforming, COMPANY may reject them and require replacement or a refund. Acceptance of goods or services by COMPANY does not waive any rights or remedies for latent defects or warranty claims.
  5. Code of Conduct
    1. The SUPPLIER warrants to comply with all applicable laws and the COMPANY Code of Conduct (https://www.alpha-sense.com/code-of-conduct/).
    2. COMPANY reserves the right to audit the SUPPLIER upon reasonable prior written notice of a minimum of thirty (30) days for compliance with all applicable laws and regulations, including the COMPANY Supplier Code of Conduct, and these Terms. COMPANY shall not audit SUPPLIER more than once every twelve (12) months unless COMPANY has a reasonable belief of any non-compliance by SUPPLIER.
  6. Warranties
    1. SUPPLIER warrants that all goods or services delivered and SUPPLIER’S provision of such goods and/or services: (i) shall be free from defects in materials and workmanship, conform to applicable specifications, and be suitable for their intended purpose; (ii) shall correspond with the quantity, type, sort, quality, and description defined in the Order; (iii) shall be manufactured or provided in a professional and workmanlike manner, consistent with all standards agreed upon with COMPANY and industry standards, benchmarks, and in accordance with any delivery schedule specified on the Order or as specified to the SUPPLIER by COMPANY; (iv) shall be of satisfactory quality and fit for any purpose specified by the SUPPLIER or specified to the SUPPLIER by COMPANY; (v) shall comply with all applicable statutory, legal, and regulatory requirements relevant to the manufacturing, production, labeling, packaging, storage, handling, and delivery of the specified goods and/or services; (vi) shall not and will not infringe or misappropriate any third party’s patent or other intellectual property rights (this warranty shall survive delivery, inspection, acceptance, and payment by COMPANY); (vii) shall be delivered with good and valid title to any goods and/or deliverables free and clear of all encumbrances and liens of any kind; and (viii) shall be free of any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs.
    2. The SUPPLIER represents and warrants to COMPANY that the SUPPLIER shall have all rights, licenses, permits, and consents necessary to execute and perform the contract and/or Order.
    3. The SUPPLIER is liable for compliance with all applicable legal requirements in provision of the goods and/or services to COMPANY. It shall also be responsible for ensuring that the ordering and use of the object of the contract and/or Order does not infringe rights neither of COMPANY nor of third parties, such as copyright, patent, or trademark rights.
    4. The SUPPLIER’S warranty also extends to the services of its subcontractors, substitutes, and temporary staff.
  7. Insurance
    1. The SUPPLIER represents and warrants that it possesses and maintains, at its own expense, adequate insurance policies at a level sufficient to support its obligations described under the Order and these Terms. Upon request of COMPANY, the SUPPLIER shall provide COMPANY with its certificate of insurance.
  8. Intellectual Property
    1. For purposes of these Terms, “Intellectual Property” means all intellectual property and proprietary rights, including without limitation all rights of authorship, inventions, patents, patent applications, and know-how, for any product, process, method, machine, manufacture, design, composition of matter, or any new or useful improvement thereof, as well as copyrights, trademark, trade dress and service mark rights and all rights in trade secrets, computer software, proprietary information and data and databases.  
    2. COMPANY Property.  “COMPANY Property” means the following: (1) COMPANY’S Intellectual Property owned by COMPANY prior to the date of the Order; (2) Intellectual Property acquired or developed by COMPANY separate from the Order; (3) Intellectual Property conceived, produced or developed by SUPPLIER, whether directly or indirectly or alone or jointly with others, in connection with or pursuant to SUPPLIER’S performance of the Order and/or these Terms; and (4) other deliverables, goods, and services that are made by SUPPLIER through the use of COMPANY’S equipment, supplies, facilities, materials, resources, and/or proprietary or confidential information. With respect to subsection 3 and 4 of the foregoing sentence, SUPPLIER agrees to assign and hereby assigns to COMPANY all of its respective rights, title, and interest in such property and COMPANY owns all right, title and interest in and to such deliverables, goods, and services. SUPPLIER shall not use any COMPANY Property except solely as necessary to perform the Order. 
    3. SUPPLIER Property. “SUPPLIER Property” means intellectual property (1) created or acquired by SUPPLIER prior to the date of the Order and not assigned pursuant to the Order or (2) independently developed by or for SUPPLIER as part of SUPPLIER’S normal business and not developed for or paid for by COMPANY under the Order. SUPPLIER intellectual property may be included as part of the goods, deliverables, or services, but the interest and title to such SUPPLIER intellectual property shall remain with SUPPLIER, provided, however, that except as provided in this section 8(c), for any SUPPLIER Property incorporated into any deliverables, goods, or services, SUPPLIER grants COMPANY a fully-paid up, perpetual and irrevocable, world-wide, non-exclusive license to: (a) create and use derivative works and (b) make, use, import, export, distribute, publicly and privately perform, display and transmit derivative works and reproductions thereof, and to sublicense all of these rights for COMPANY’S benefit and to sublicense such rights for COMPANY’S benefit. 
  9. Indemnification
    1. SUPPLIER shall, at its expense, defend, indemnify, and hold harmless COMPANY, COMPANY’s parent company, and its and their subsidiaries, affiliates, successors or assigns, and its and their directors, officers, shareholders, managers, members, advisors, and employees  (collectively, “Indemnitees”) from any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or in connection with SUPPLIER’s negligence, willful misconduct, and performance or breach of the Order. SUPPLIER shall not enter into any settlement without COMPANY’s or, as applicable, another Indemnitee’s prior written consent.
    2. SUPPLIER shall, at its expense, defend, indemnify, and hold harmless COMPANY and any other Indemnitee against any and all Losses arising out of or in connection with any claim that COMPANY’s or an Indemnitee’s use or possession of any goods, services, or deliverables infringes or misappropriates the patent, copyright, trade secret, or other intellectual property right of any third party. In no event shall SUPPLIER enter into any settlement without COMPANY’s or, as applicable, another Indemnitee’s prior written consent.
  10. Limitation of Liability
    1. EXCEPT AS PROHIBITED BY LAW AND EXCLUDING, COMPANY’S MAXIMUM LIABILITY TO THE OTHER PARTY SHALL NOT EXCEED THE GREATER OF THE AGGREGATE AMOUNT ACTUALLY PAID OR PAYABLE UNDER THE ORDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM.
  11. Confidentiality
    1. All non-public, confidential, or proprietary information of COMPANY, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by COMPANY to SUPPLIER, whether disclosed orally or disclosed or accessed in written, electronic, or other form or medium, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with the Order is confidential, may only be used for the purpose of performing the Order and may not be disclosed unless authorized by COMPANY in writing. Upon COMPANY’s request, SUPPLIER shall promptly return all documents and other materials received from COMPANY. COMPANY shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the SUPPLIER at the time of disclosure; or (c) rightfully obtained by the SUPPLIER on a non-confidential basis from a third party.
  12. Data Privacy
    1. The parties acknowledge and agree that for the purposes of the Order, they each process personal data as independent controllers. Each party agrees to comply with its obligations under the applicable data protection laws.
  13. Compliance with Laws
    1. SUPPLIER shall comply with all applicable laws, regulations, and standards in the performance of the Order, including but not limited to labor, environmental, safety, and data protection/privacy laws.
    2. The parties shall endeavor to amicably resolve any disputes that may arise in performing or construing the Order.  
  14. Choice of Law and Forum
    1. The Order and these Terms shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of law principles. 
    2. Federal and state courts located within Delaware shall have exclusive jurisdiction over all disputes between the parties arising out of or relating to this the Order and these Terms. SUPPLIER and COMPANY hereby consent to, and agree to submit to, the exclusive jurisdiction of such courts. Each of the parties waives, and agrees not to assert in any such dispute, any claim that (a) such party is not personally subject to the jurisdiction of such courts, (b) such party and such party’s property are immune from any legal process issued by such courts, and/or (c) any litigation commenced in such courts is brought in an inconvenient forum. COMPANY and SPUPLIER hereto hereby irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether based in contract, tort or otherwise) arising out of or relating to the Order and these TERMS or the actions of any party or their respective representatives in the negotiation or performance thereof.
  15. Force Majeure
    1. Neither party shall be liable for delays or failures in performance due to causes beyond their reasonable control, including acts of God, natural disasters, war, or other force majeure events. The affected party shall notify the other party promptly and take reasonable steps to mitigate the impact of the event.
  16. Assignment
    1. SUPPLIER shall not assign, transfer, delegate, or subcontract any of its rights or obligations under the Order without the prior written consent of COMPANY. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the SUPPLIER of any of its obligations hereunder. COMPANY may at any time assign, transfer, delegate, or subcontract any or all of its rights or obligations under the Order without SUPPLIER’s prior written consent.
  17. Relationship of the Parties
    1. The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  18. Severability
    1. If any term or provision of the Order is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Order or invalidate or render unenforceable such term or provision in any other jurisdiction.
  19. Survival
    1. Subject to the limitations and other provisions of the Order: (a) the representations and warranties of the parties contained in the Order shall survive its expiration or earlier termination; and (b) the following provisions, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of the Order: [Setoff,] Warranties, Indemnification, Insurance, Compliance with Laws, Confidentiality, and Survival.
  20. Termination  
    1. COMPANY may terminate the Order, in whole or in part and without liability, for convenience by providing written notice to SUPPLIER. Upon termination, SUPPLIER shall immediately stop all work and cause its suppliers and subcontractors to cease work. Within thirty (30) days of such termination, SUPPLIER shall submit to COMPANY an accurate invoice and COMPANY shall pay SUPPLIER only for any conforming goods or services delivered and accepted up to the date of termination (no fees for any other goods or services after the effective date of termination will be due). 
    2. In all cases of termination by COMPANY, the SUPPLIER shall have no further claims, including claims for loss of profit or indirect damages.
  21. AI Systems. 
    1. “AI System” as used herein shall mean any artificial intelligence technology together with its underlying data, content, and software (but excluding all COMPANY Property).  To the extent SUPPLIER’S performance of the services or preparation of the deliverables include SUPPLIER’S use of any AI System that constitutes SUPPLIER Property and not COMPANY Property, the terms of this AI Systems Section shall apply. 
    2. SUPPLIER’S use of any AI System in connection with the performance of any portion of the services or preparation of any deliverables in whole or in part shall require COMPANY’S prior written consent, which may be set forth in the Order. Such consent shall be subject to COMPANY’S sole discretion and conditioned upon SUPPLIER’S compliance with the requirements set forth in this AI Systems Section. 
    3. SUPPLIER may not use any AI System in connection with the Services that has not been included in the Order or otherwise agreed upon between the parties. Additional AI Systems may only be added to the Order by the change order process. SUPPLIER shall not transmit any COMPANY Property to an AI System except to the extent approved in advance in writing by COMPANY in its sole discretion. Any such written approval granted by COMPANY shall be conditioned upon the transmitted COMPANY Property (or any portion thereof) not being used to train or enhance the AI System, except to the extent: (A) otherwise agreed upon by COMPANY; (B) such training and enhancing is for the sole benefit of COMPANY; and (C) SUPPLIER does not distribute, license, disclose, sell or otherwise share in any manner with any third party such AI System that SUPPLIER has trained or enhanced with the use of COMPANY Property.  SUPPLIER shall not (I) retain any COMPANY Property in the AI System, except to the extent necessary to perform the services under the applicable Order; or (II) use any COMPANY confidential information with any AI System (including without limitation to develop, train or enhance the AI System) other than the COMPANY Property approved by COMPANY in accordance with and subject to the terms of this AI Systems Section.