1. General: By accepting this Purchase Order (which will be accomplished by: Vendor providing an invoice to Block, Vendor accepting payment consistent with this Purchase Order, Vendor providing the goods or services in this Purchase Order; or Vendor failing to object to the terms herein), the Vendor designated on the first page of this Purchase Order agrees to provide the goods and/or services to Block (Block Imaging International, Inc. and/or Block Imaging Parts & Service, LLC.) under the terms and conditions contained in this Purchase Order. These terms and conditions apply to all goods and Services provided under this Purchase Order, including without limitation storage, temporary workspace, transportation support, deinstallation, installation, rigging, lifting, hoisting, loading, unloading, staging, handling, and any related access to premises or custody of property, and supersede any inconsistent terms contained in any Vendor quote, acknowledgment, warehouse receipt, service ticket, work order, access form, website term, or similar document unless expressly agreed by Block in writing. Any inconsistent or additional terms in the acceptance of this Purchase Order are expressly rejected by Block.
2. Vendor’s Representations: Vendor represents and warrants that: 1) Vendor will perform all of the services required under this Agreement (“Services”) in a professional, workmanlike and timely manner; 2) Vendor is qualified and trained to perform the Services; 3) Vendor will at all times perform Services according to the manufacturer’s specifications, with tools and gear suitable for the intended purpose, and any instructions given by Block; 4) Vendor will follow all applicable laws and regulations and maintain any necessary registrations with the appropriate governmental entities; 5) to the extent applicable to the Services: (viii) any storage area, temporary workspace, or other premises provided or controlled by Vendor will be reasonably safe, secure, suitable for the intended disclosed use, and maintained in compliance with applicable law; 6) Vendor will not purport to have the authority to enter into contracts or assume liability on behalf of Block; 7) Vendor has undergone Block’s Vendor Approval Process; and 8) Vendor has and will maintain liability insurance in accordance with this Agreement. With respect to any goods provided under this Agreement, Vendor represents and warrants that: all goods will: (i) be free from visible damage, (ii) will function in conformity with Original Equipment Manufacturer specifications, (iii) will conform to the applicable order, specifications, and descriptions, (iv) will be merchantable and be fit for the intended use identified or reasonably inferred from all circumstances, (v) be free and clear of all liens, claims, encumbrances and other restrictions (including restrictions on software use), and (vii) free from any patient medical history and in compliance with any patient privacy laws.
3. Insurance:Prior to commencing the Services, and continuing thereafter for so long as Vendor performs Services, stores Block property, provides temporary workspace, or otherwise has Block property or customer property in its custody, care, or control, Vendor will procure and maintain, at its own expense, the insurance coverage required below.. At a minimum, and subject to modification on the first page of this Purchase Order, the types of insurance and minimum policy limits specified will be maintained in a form and from insurers acceptable to Block as set forth below. All insurers will have at least an A- (excellent) rating by A.M. Best and be qualified to do business in the state where the project is located.
3.1. This insurance will provide a defense and indemnify for Block with respect to any liability for bodily injury, property damage and personal and advertising injury caused in whole or in part by the Vendor’s acts or omissions or the acts or omissions of those acting on the Vendor’s behalf. Such insurance shall also respond, to the extent applicable, to claims arising from storage services, temporary workspace, access to premises, loading, unloading, rigging, lifting, hoisting, equipment movement, and damage to property in Vendor’s custody, care, or control.
3.2. Proof of this insurance will be provided to Block before the Services commence, as set forth below. To the extent that the Vendor subcontracts with any other entity or individual to perform all or part of the Vendor's Services, the Vendor will require the other Sub-Vendors to furnish evidence of equivalent insurance coverage, in all respects, terms and conditions as set forth herein, prior to the commencement of work by the Sub-Vendor. In no event will the failure to provide this proof, prior to the commencement of the Services, be deemed a waiver by Block of Vendor's or the Sub-Vendor's insurance obligations set forth herein.
3.3. In the event that the insurance company(ies) issuing the policy(ies) required by this section deny coverage to Block, the Vendor or the Sub-Vendor will, upon demand by Block, defend and indemnify Block at the Vendor's or Sub-Vendor’s expense.
3.4. Policy Requirements
3.4.1. Commercial General Liability: $2,000,000 Each Occurrence (Bodily Injury & Property Damage); $2,000,000 General Aggregate; $4,000,000
3.4.2. Personal & Advertising Injury: $2,000,000 Products & Completed Operations Aggregate
3.4.3. Business Automobile Liability: $1,000,000 Combined Single Limit; covering owned, hired and non-owned autos
3.4.4. Workers’ Compensation and Employer’s Liability: $100,000 Each Accident; $500,000 Each Employee for Injury by Disease; $100,000 Aggregate for Injury by Disease
3.4.5. Excess Umbrella: $1,000,000 Occurrence/Aggregate
3.4.6. Warehouse Legal Liability/Bailee’s Customer coverage: Not less than the full replacement value of the stored items, or $1,000,000
3.4.7. Inland Marine: Not less than the value of owned or rented equipment
3.4.8. Riggers Liability: Not less than the full replacement value of the equipment being rigged $1,000,000
3.5. Block, along with their respective officers, agents and employees, will be named as additional insureds for Ongoing Operations and Products/Completed Operations on the Vendor's and any Sub-Vendor's Commercial General Liability Policy, which must be primary and noncontributory with respect to the additional insureds.
4. Provision of Goods: Any goods provided under this Purchase Order will be subject to the terms and conditions located here, which are hereby incorporated into this Purchase Agreement: www.blockimaging.com/terms/pp99hhs .
5. Price and Payment: The price for the goods or services is indicated on the body of this Purchase Agreement. Block will not pay any amount greater than the Price on this Purchase Agreement without written authorization from Block. Vendor will obtain written authorization directly from Block (not a Block customer) prior to providing any goods or services beyond the scope and price of this Purchase Agreement. Without limiting the foregoing, Vendor shall not charge Block for standby time, delay time, waiting time, extra trips, mobilization, remobilization, after-hours access, special lifting or rigging equipment, storage fees, security fees, permit fees, or similar charges unless Block has specifically approved such charges in writing in advance. Block will pay Vendor pursuant to the terms of the Purchase Agreement. In the absence of specific payment terms, Block will pay Vendor within 45 days of receiving Vendor’s invoice or acceptance of the completed Services, whichever is later.
6. Acceptance of Services:Unless otherwise agreed, the Services will include the costs for travel labor, materials, parts, tools, software, and anything else reasonably required to complete the Services. Block will not pay for any unauthorized expenses by Vendor. Block will have a reasonable period of time after the completion of the Services to accept/reject the Services. If Block notifies Vendor within a reasonable amount of time that the Services are incomplete or deficient, Vendor will immediately re-perform or refund the Services, at Block’s discretion. Block’s acceptance or use of any Services, Workspace, storage arrangement, or handled equipment shall not waive latent defects, concealed damage, unsafe conditions, noncompliance with law, or deficiencies not reasonably discoverable at the time of acceptance. Block may reject Services for unsafe performance, unsafe premises conditions, improper handling or packaging, or failure to protect Block property.
7. Instructions for Specific Services:Vendor will adhere to the following terms if a particular type of service/activity is part of the Purchase Order Services. To the extent these instructions conflict with those on the first pages of the Purchase Order, the Purchase Order terms will prevail.
7.1. Inspections:Vendor will accurately fill out Block’s inspection reports, obtain digital photographs, record serial numbers of major system components, and take careful note of system condition. Vendor will note any aspect of the system(s) which could impact the value of the system(s). Vendor is expected to provide objective opinions on system condition and functionality. Because Vendor's inspection of a system(s) will become the basis of a purchase or refusal to purchase, Vendor acknowledges and agrees to compensate Block for inaccurate assessment or reporting of fact. Block’s obligation to pay under the terms of this Agreement may be delayed where Block deems the inspection incomplete.
7.2. Deinstallations: Vendor is responsible for removing any Patient Health Information from the equipment prior to deinstallation. Vendor will be responsible for supplying all necessary tools to professionally dismantle, de-cable, and remove the system(s), manuals, discs and all associated components pursuant to manufacturer’s procedures. Vendor is to perform the deinstallation in the best manner possible to preserve the system for successful reinstallation. Vendor will inventory, photograph, consolidate, pack and label the equipment for safe transport. Vendor will leave the facility broom clean and cooperate with any reasonable instructions/requests from the facility.
7.3. Transport and Delivery: Any transport or delivery services performed by Vendor will be accomplished using appropriate measures to prevent damage to the system(s) which can be caused by vibration, jostling, temperature extremes, or any other hazard. Vendor will use appropriate equipment dollies to move the system. Vendor will arrange transport of equipment in an air ride van to minimize the risk of damage during shipment. Vendor will only leave the system(s) once it is secured by the consignee. Vendor will hold the risk of loss and be responsible for the replacement value of the system(s) and any other Block property while in transit and while in Vendor’s custody, care, or control in connection with loading, unloading, staging, temporary holding, storage, or delivery, and Vendor will maintain insurance sufficient to support that responsibility. Vendor will note any damage on bills of lading or similar transport documents, take digital photos and provide copies to Block, reporting suspected damage immediately.
7.4. Rigging / Lifting / Equipment Movement: If Vendor performs rigging, lifting, hoisting, jacking, skidding, loading, unloading, positioning, securing, or similar equipment-moving Services, Vendor will use only qualified and properly supervised personnel and suitable, properly maintained, and inspected equipment and rigging gear. Vendor will comply with applicable load ratings, manufacturer requirements, and prudent industry practice. Vendor will conduct appropriate pre-lift or pre-move planning and inspection and will prepare a written lift plan when required by law, site rules, manufacturer guidance, or Block’s reasonable request. Vendor will establish and maintain appropriate safety controls, including exclusion zones or other precautions reasonably necessary to protect persons and property. Vendor will be responsible for any dropped load, shifted load, impact, collision, or other damage arising from such Services, except to the extent caused solely by Block’s expressly directed method despite Vendor’s written objection.
7.5. Installations: Vendor agrees to follow manufacturer’s procedures for system(s) assembly, installation, adjustment, and testing (AIAT). AIAT procedures will be used to make the system operational, performing at manufacturer’s standards for performance and image quality. Vendor may be expected to provide a preliminary site visit and provide suggestions for proper equipment placement (layout), electrical, structural, and environmental requirements per MANUFACTURER specifications. Vendor will complete, provide a copy to Block and file any forms required (by Block or by law) as a consequence of the services under this Purchase Order (including but not limited to "Form FDA 2579").
7.6. Repairs/Diagnostics: Vendor will follow the manufacturer’s guidelines for troubleshooting, diagnostics, maintenance and repairs, using the appropriate procedures, methods and tools, with the goal being the most cost effective and efficient work possible. Any parts needs will be communicated to Block and Block will have the first right to supply the necessary parts.
7.7. Crating/Packaging: Vendor will make every effort to safeguard the equipment, including but not limited to following Block’s crating guidelines found here: https://www.blockimaging.com/terms/cptymr2 .
7.8. Storage: If Vendor stores any system(s), parts, materials, tools, or other Block property or customer property, Vendor will maintain the storage area in a reasonably safe, secure, dry, and suitable condition for the property stored, including any environmental controls reasonably necessary for the equipment involved. Vendor will keep Block property segregated and clearly identified, maintain accurate inventory and location records, and not move or release such property except as directed by Block. Vendor will be responsible for all loss, theft, damage, deterioration, contamination, misdelivery, or unauthorized use of stored property while in Vendor’s custody, care, or control. Vendor will promptly report any discrepancy, damage, environmental event, fire, water intrusion, theft, security incident, or other event affecting stored property.
7.9. Temporary Workspace: If Vendor provides Block or Block’s personnel with temporary workspace, staging space, dock space, warehouse space, bench space, office space, or similar access to premises, Vendor will provide space that is reasonably safe, secure, lawful for the intended disclosed use, and adequately maintained. Vendor will remain responsible for building systems, structural conditions, utilities under Vendor’s control, fire protection systems, and security measures under Vendor’s control. Vendor may impose reasonable site rules if disclosed in advance, provided such rules do not reduce Vendor’s obligations under this Purchase Order unless agreed by Block in writing.
8. Work in Third Party Facilities:Vendor will meet agreed-upon schedules, working during regular business hours, unless otherwise agreed. If conditions at a facility require Vendor to adjust schedule, delay work, or make additional trips, Block will be immediately notified by Vendor. Unless otherwise agreed, Vendor is to present itself as a subcontractor for Block. Vendor is to maintain a professional appearance and exhibit professional behaviors at all times. Vendor will respect patient and facility privacy. Work may be necessary in facility areas where patients are present, and Vendor will exercise discretion. Vendor will comply with all patient privacy act requirements. Vendor will comply with all applicable host-facility access, security, infection control, life safety, and equipment movement procedures and will immediately notify Block of any unsafe condition, facility restriction, incident, near miss, property damage, dropped or shifted load, spill, or delay affecting the Services. Vendor acknowledges that some equipment may be contaminated with biohazard residue and agrees to take appropriate precautions. Vendor will be responsible for damage caused by Vendor to facility floors, walls, doors, elevators, docks, utilities, or other property in connection with the Services.
9. Protected Health Information: In the process of performing the Services, Vendor may be required to interface with electronic data stored on Block’s or Block’s customer’s equipment, systems, or computers. Vendor may come into contact with information that is defined as Personal Health Information under the Health Insurance Portability and Accountability Act of 1996 or other laws/regulations. Vendor will implement appropriate safeguards to prevent the unauthorized use or disclosure of the information. Vendor will not use or disclose that information other than as permitted under this Purchase Order, or as provided by law. Vendor will report incidents that constitute breaches of the Protected Health Information. At the conclusion of the Services, Vendor will return all Protected Health Information to Block or Block’s customer or destroy it. Any subcontractors that perform work on Vendor’s behalf will adhere to the same obligations relating to Protected Health Information. The Parties acknowledge and agree that the arrangement hereunder does not establish a “business associate” relationship as contemplated under the Health Insurance Portability and Accountability Act (“HIPAA”) and therefore neither Party is a “business associate” of the other as that term is defined by 45 C.F.R. Section 160.103. In the event that any arrangement between the Parties hereunder results in either Party or both Parties meeting the definition of “business associate” with respect to the other Party, and such arrangement does not fit within an exception to the requirement for a business associate agreement under HIPAA, the Parties agree to execute a mutually negotiated business associate agreement to the extent necessary to comply with all applicable requirements under HIPAA.
10. Indemnification: Performance of the Services will be at the Vendor’s sole and exclusive risk. Without limiting the foregoing, this indemnity applies to claims arising from or relating to storage of property, temporary workspace, access to premises, loading, unloading, lifting, hoisting, rigging, equipment movement, damage to Block property or customer property while in Vendor’s custody, care, or control, bodily injury, death, fire, water intrusion, theft, contamination, and damage to third-party facilities or equipment.To the fullest extent permitted by law, Vendor agrees to release, defend, indemnify and hold harmless Block, its officers, employees, and agents from and against any and all claims, demands, and causes of action of every kind and character arising out of or related in any way to the Services provided by Vendor. The promises in this section are intended to be of the broadest nature and apply regardless of the cause or causes of, or the person or persons responsible for the harm. As such, Vendor expressly and unequivocally acknowledges and agrees that its obligation hereunder is intended to include, without limitation, liability that arises from the negligence of Block whether sole, joint, or contributory, or from strict liability, or any other act or omission of Block.
11. Breach: In the event Vendor breaches any representation or term contained herein, Block reserves its right to pursue any remedy available under this Purchase Order or law and may, in its sole discretion, 1) cancel this Purchase Order and all obligations owed to Vendor; 2) allow Vendor an opportunity to cure its defective performance, being under no obligation to perform while Vendor’s performance remains uncured; AND/OR 3) take reasonable steps to have another company cure Vendor’s defective performance, at Vendor’s sole cost. Without limitation, the foregoing remedies apply if Vendor fails to maintain required insurance, creates or fails to correct an unsafe condition, fails to safeguard Block property in its custody, care, or control, or subcontracts storage, temporary workspace, or rigging-related Services without Block’s written approval.
12. Non-Circumvention: Neither Vendor, nor Vendor’s affiliated companies, agents, employees, successors in interest nor assigns, will, for a three (3) year period, conduct business with clients Vendor meets because of this Purchase Order, without express authorization from Block. This applies to direct and indirect relationships between Vendor and Block’s clients (excluding Vendor’s existing clients), and further, extends to the affiliated companies, agents, employees, successors in interest or assigns of Block’s clients. In the event that Vendor fails to honor this NON-CIRCUMVENTION TERM, Vendor will compensate Block 25% of the gross price of any sale or transaction with Block’s clients (which represents the parties’ good faith estimate of Block’s lost opportunity and profits).
13. Miscellaneous: This Purchase Order represents the entire understanding of the parties with respect to the transaction. No modifications or additions to any of those documents which affect this are effective unless agreed upon in writing by both parties. Any notice given under this Purchase Order must be in writing to be effective. If any term of this Purchase Order is found to be unlawful or otherwise invalid by an arbitrator or court, the remainder of this Purchase Order will be valid and will be read in a way that best effectuates the parties’ intentions and bargain.
14. Arbitration:This Agreement will be construed and governed according to the laws of the State of Michigan. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-laws provisions that would require application of another choice of law, are excluded. In the event of any dispute arising from or relating to the Agreement, the parties hereto will initially use their best efforts to amicably settle the dispute. To this effect, they will consult and negotiate with each other in good faith and attempt to reach a mutually satisfactory solution. If they do not reach such a solution, all disputes, claims, questions, or differences regarding the Agreement, or any other matter between the parties, will be finally resolved by binding arbitration, conducted in the English language using a single arbitrator. Unless otherwise agreed by Block, it will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this clause. The arbitration will be conducted at Block’s main offices in Holt, MI. The arbitrator will award attorneys' fees and costs to the substantially prevailing party. The award of the arbitrator will be enforceable in any court of competent jurisdiction.
