PURCHASE ORDER TERMS AND CONDITIONS
EFFECTIVE DATE: October 1, 2026
These Purchase Order Terms and Conditions (“Terms”) apply to each purchase order (“PO”) issued by CenExel Clinical Research, Inc. and any of its subsidiaries (“CenExel”) to the vendor identified in the PO (“Vendor”). The PO, these Terms, and any documents expressly incorporated into the PO are the “Agreement.”
- Acceptance and Order of Precedence
Vendor accepts the Agreement by signing the PO, acknowledging the PO, beginning performance, or delivering any item. Any additional or different Vendor terms are rejected unless CenExel expressly accepts them in a writing signed by an authorized representative. If documents conflict, the order of precedence is: (a) a signed amendment or change order; (b) the PO; (c) these Terms; and (d) other documents expressly incorporated into the PO. - Scope; No Exclusivity or Minimum Commitment
Vendor will provide the goods, deliverables, and/or services described in the PO (collectively, “Services”) in accordance with the specifications, milestones, service levels, protocol-related instructions, and other requirements stated in the Agreement. The Agreement is non-exclusive and does not require CenExel to purchase any minimum quantity or volume unless the PO expressly states otherwise. - Prices; Expenses; Taxes
Prices are firm and include all labor, materials, equipment, travel, packaging, shipping, insurance, duties, overhead, and other costs unless the PO expressly identifies a separate charge. CenExel will reimburse only reasonable, documented expenses approved in writing in advance. Vendor will separately state legally imposed sales or similar transaction taxes. CenExel is not responsible for taxes based on Vendor income, payroll, property, or personnel. - Invoicing and Payment
Vendor will submit accurate, itemized, US-dollar denominated invoices to AP@cenexel.com. Each invoice must include the PO number, Vendor legal name, invoice date, remittance information, applicable service period or delivery date, item or milestone description, quantity, rate, approved expenses, and supporting documentation reasonably requested by CenExel. Unless the PO states otherwise, CenExel will pay undisputed amounts within forty-five (45) days after receipt of a correct invoice and acceptance of the applicable Services. CenExel may withhold disputed amounts while the parties work in good faith to resolve the dispute. Payment does not waive any right or constitute acceptance. - Delivery; Performance; Acceptance
Time is of the essence. Vendor will meet all delivery dates, milestones, locations, and performance standards in the Agreement and will promptly notify CenExel of any actual or anticipated delay, material deviation, or quality issue. Title and risk of loss for goods pass to CenExel upon delivery and acceptance at the stated destination. CenExel may inspect and test Services and may reject nonconforming Services. Vendor will, at CenExel’s option and without additional charge, promptly correct, reperform, replace, or refund rejected Services. - Personnel and Subcontractors
Vendor will use qualified, properly trained, and appropriately supervised personnel. Vendor is responsible for its personnel and subcontractors and for all compensation, benefits, taxes, screening, licenses, and work authorization relating to them. Vendor may not subcontract a material obligation or replace key personnel without CenExel’s prior written approval. Approved subcontracting does not relieve Vendor of any obligation. - Clinical Trial and Legal Compliance
Vendor will comply with all laws, regulations, regulatory requirements, ethical standards, approvals, and written study requirements applicable to the Services, including, as applicable, ICH Good Clinical Practice, FDA requirements, requirements of institutional review boards or independent ethics committees, the applicable protocol and informed consent documents, and applicable state, local, and non-U.S. requirements. Vendor will not deviate from applicable study requirements without prior authorization except when necessary to eliminate an immediate hazard, and will promptly document and report any such deviation as required. - Participant Safety; Safety Information
Vendor will give participant rights, safety, and well-being priority over other interests. Vendor will promptly notify CenExel of any circumstance that may affect participant safety, data integrity, regulatory compliance, or continued performance. Vendor will follow applicable safety reporting, escalation, emergency, and corrective-action requirements communicated by CenExel or required by law. - Privacy and Data Security
Vendor will collect, access, use, disclose, retain, and dispose of personal information and study data only as necessary to perform the Agreement and only in accordance with applicable law, the Agreement, and CenExel’s written instructions. Vendor will maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the information. Vendor will notify CenExel without undue delay, and in no event later than 48 hours after discovery, of any actual or suspected unauthorized access, use, disclosure, loss, alteration, or destruction. Vendor will cooperate in investigation, mitigation, notice, and remediation. If required, the parties will execute an appropriate data protection or business associate agreement. - Confidentiality
“Confidential Information” means nonpublic information disclosed by or for a party, including business, financial, technical, operational, study, protocol, participant, investigator, site, sponsor, and personal information. The receiving party will use Confidential Information only to perform or receive the Services, protect it using at least reasonable care, and disclose it only to personnel and approved subcontractors with a need to know and binding confidentiality obligations. These duties do not apply to information the receiving party can document was lawfully known without restriction, independently developed without use of the information, lawfully received from a third party without restriction, or publicly available through no breach. Legally compelled disclosure is permitted after prompt notice when lawful. Upon request or termination, the receiving party will return or securely destroy Confidential Information, subject to legal retention obligations. - Records; Audit; Inspection
Vendor will create and maintain complete, accurate, contemporaneous, attributable, legible, and readily retrievable records relating to the Services. Vendor will retain records for the longer of the period required by applicable law, the protocol or written study requirements, or six (6) years. On reasonable notice, CenExel, its sponsor or client, auditors, and applicable authorities may inspect relevant facilities, systems, personnel, and records. Vendor will promptly notify CenExel of any regulatory inquiry or inspection related to the Services and will provide copies of relevant findings and corrective-action plans to the extent legally permitted. - Quality; Corrective and Preventive Action
Vendor will maintain a quality management system appropriate to the Services, including training, document control, deviation management, vendor oversight, and corrective and preventive action. Vendor will promptly investigate material errors, deviations, complaints, and quality events; identify root cause; implement effective corrective and preventive action; and provide documentation reasonably requested by CenExel. - Work Product; Intellectual Property
Each party retains ownership of intellectual property owned or developed outside the Agreement. Upon payment, CenExel owns all reports, specifications, configurations, analyses, training materials, and other deliverables created specifically for CenExel under the PO (“Work Product”), excluding Vendor’s pre-existing materials. To the extent ownership does not automatically vest, Vendor assigns the Work Product to CenExel and will execute documents reasonably needed to confirm ownership. Vendor grants CenExel a perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free license to any Vendor pre-existing material embedded in or necessary to use the Work Product. Study data and participant-related information will be owned and used as stated in the applicable study agreement, protocol, or written sponsor requirements. - Warranties
Vendor represents and warrants that: (a) it has authority to enter into and perform the Agreement; (b) Services will conform to the Agreement, be professionally and timely performed, and be free from material defects; (c) Services and Work Product will not knowingly infringe third-party rights; (d) Vendor will comply with applicable law and maintain required licenses, permits, approvals, and training; (e) Vendor and assigned personnel are not debarred, excluded, suspended, or otherwise ineligible to participate in applicable government or regulated programs; and (f) Vendor will promptly disclose any actual or potential conflict of interest. - Indemnification
Vendor will defend, indemnify, and hold harmless CenExel, its affiliates, sites, and their respective directors, officers, employees, investigators, and agents from third-party claims, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising from: (a) Vendor’s breach of the Agreement; (b) Vendor’s negligence, willful misconduct, or violation of law; (c) bodily injury, death, or property damage caused by Vendor; (d) an allegation that the Services or Work Product infringe third-party rights; or (e) a privacy, confidentiality, or security incident caused by Vendor. The indemnified party will provide prompt notice and reasonable cooperation. Vendor may not settle a claim in a way that admits fault by, imposes obligations on, or fails to fully release an indemnified party without that party’s prior written consent. - Insurance
During performance and for any applicable claims-reporting period, Vendor will maintain insurance appropriate to its activities and risks, including, as applicable, commercial general liability, workers’ compensation, employer’s liability, automobile liability, professional or errors and omissions liability, cyber/privacy liability, and product liability. Upon request, Vendor will provide certificates of insurance and required endorsements. Insurance does not limit Vendor’s obligations or liability. - Limitation of Liability
Except for payment obligations, breach of confidentiality, privacy or data-security obligations, infringement or misappropriation, indemnification obligations, fraud, gross negligence, willful misconduct, or liability that cannot legally be limited, neither party will be liable for indirect, incidental, special, punitive, or consequential damages. - Changes
No change to scope, assumptions, deliverables, schedule, personnel, quantities, rates, or charges is effective unless documented in a written change order signed by authorized representatives of both parties. Vendor will continue undisputed work while a proposed change is evaluated and will not perform or charge for changed work before approval. - Suspension and Termination
CenExel may suspend performance or terminate all or part of the PO for convenience upon five (5) days written notice. Either party may terminate for a material breach not cured within thirty (30) days after written notice, except that no cure period is required for a breach that cannot be cured. CenExel may terminate immediately for participant-safety risk, material regulatory or data-integrity concern, loss of a required license or approval, debarment or exclusion, insolvency, confidentiality or security breach, fraud, willful misconduct, or repeated nonperformance. On suspension or termination, Vendor will stop work as directed, protect and transfer work in process, return CenExel property and information, reasonably assist transition, and submit a final itemized invoice. CenExel will pay only for conforming Services accepted through the effective date and approved noncancelable commitments, less amounts owed to CenExel. - Force Majeure and Business Continuity
Neither party is liable for delay caused by an event beyond its reasonable control that could not be avoided through reasonable diligence, except that force majeure does not excuse payment for accepted Services, confidentiality, privacy, security, or disaster-recovery obligations. The affected party will promptly notify the other, mitigate the impact, and resume performance as soon as practicable. Vendor will maintain and test reasonable business-continuity and disaster-recovery measures. CenExel may terminate affected Services if the delay materially threatens study timelines, participant safety, compliance, or operations. - CenExel Property; Systems Access
Vendor will use CenExel property, credentials, systems, facilities, and materials only to perform the Agreement, will protect them from loss or misuse, and will return them upon request. Access is limited to authorized personnel and may be monitored or revoked. Vendor will comply with applicable CenExel security, safety, facility, and acceptable-use requirements provided to Vendor. - Publicity and Use of Names
Vendor may not use CenExel’s or any affiliate, site, sponsor, investigator, or study name, logo, trademark, participant information, or the existence or terms of the relationship in advertising, publicity, case studies, presentations, or social media without prior written approval. Vendor will not make a public statement about a study or incident without authorization, except as legally required. - Assignment; Change of Control
Vendor may not assign, delegate, or transfer the Agreement, by operation of law or otherwise, or undergo a change of control that materially affects performance, without CenExel’s prior written consent. CenExel may assign the Agreement to an affiliate or in connection with a merger, reorganization, financing, or sale of all or substantially all of the applicable business or assets. - Independent Contractor; No Third-Party Beneficiaries
Vendor is an independent contractor and has no authority to bind CenExel. Nothing creates an employment, partnership, joint venture, fiduciary, franchise, or agency relationship. Vendor is solely responsible for its personnel and business operations. Except for indemnified parties under Section 15, the Agreement creates no third-party beneficiary rights. - Notices
Formal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation of receipt to the contacts stated in the PO, with a copy to CenExel Legal at contracts@cenexel.com. Notice is effective upon confirmed receipt. - Governing Law; Venue
The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods does not apply. - General
The Agreement is the complete agreement regarding the PO and supersedes all prior or contemporaneous communications. Any additional or different terms proposed by Vendor, including terms in quotations, acknowledgments, invoices, websites, portals, or other documents, are expressly rejected and will not become part of the Agreement, regardless of CenExel’s acceptance, payment, use of Services, or failure to object. No course of dealing, course of performance, or trade usage will modify the Agreement. Any amendment or waiver must be in writing and signed by authorized representatives of both parties. If any provision is unenforceable, the remaining provisions will remain effective. Provisions that by their nature should survive will survive. Electronic signatures and counterparts are effective.