Purchase Order Terms and Conditions


1. INVOICE: Submit invoices directly to apinvoices@iehp.org or to the billing address as shown on the front of the Purchase Order. Invoice each Purchase Order separately. Items on this Purchase Order must not be billed with those on other Purchase Orders. Purchase Order number and consignee must be clearly shown on all invoices, shipping documents, shipments, correspondence, and related paperwork.


2. PAYMENTS: Payments shall be made, upon submission of itemized invoices in duplicate of the prices stipulated herein for supplies delivered and accepted or service rendered and accepted, less deductions, if any, as herein provided. Payment on partial deliveries may be made whenever amounts due so warrant, when requested by the Contractor and approved by the Procurement Specialist.


3. INSPECTION: All materials and workmanship are subject to inspection and test by IEHP for compliance with specifications as included herein. In the event articles or services are defective or not in conformity with this order, IEHP shall have the right either to reject the items or require correction. Defective articles and/or services shall be removed from IEHP premises and/or corrected by and at the expense of the Contractor. Failure to inspect and accept or reject shall not relieve the Contractor from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amounts to fraud.


4. RESPONSIBILITY: Unless otherwise specified, the Contractor shall be responsible for all items covered by this Purchase Order until delivered and/or services rendered at the designated delivery point, and the Contractor shall bear all risks as to terms rejected or requiring correction after notice of such rejection or correction is given.


5. CHANGES: This Purchase Order may, at any time, by written notice, be changed in regard to the materials or services to be furnished, quantities ordered, unit price, discount, delivery point or arrangements, terms, or any other matters affecting a valid order. In the event such changes causes an increase or decrease in the cost of performance hereunder, an equitable adjustment will be made for the cost thereof, subject to the approval of the Procurement Specialist, and written notice given therefore.


6. VARIATIONS and QUANTITIES: No variation in the quality or quantity of any item called for by this Purchase Order shall be acceptable except in pursuance of an issued Change Order so authorizing, and no change in cost shall be valid unless so ordered.


7.  TERMINATION: This Purchase Order may be terminated in whole or in any part at any time by written notice to the Contractor. Such termination shall be effective in the quantity, manner, and time specified in such notice and IEHP shall be liable at the stipulated price only for such materials and/or services as have been delivered, and/or rendered and accepted. IEHP shall not be liable for any excess costs arising out of such termination, and failure of the Contractor to cease delivery and/or work upon receipt of termination notice shall not occasion a claim for extra costs.


8. LIABILITY/INDEMNIFICATION: IEHP shall not be responsible for any damages that may be claimed by reason of death or injury of the person of the Contractor's officers, agents, employees, invites, or licensees, or for damage to any property of the Contractor or that may arise or result at any time because of personal injury or damage to property sustained by any other person or persons, which may have been caused or contributed to, proximately, by reason of, or in the course of carrying out this Purchase Order, and the Contractor shall indemnify, defend, and hold harmless IEHP, all officers and employees thereof, from all damages, costs, or expenses, In law or in equity, because of personal injury, property damage, or alleged or actual patent infringements, based on the performance of this Purchase Order or asserted against.


9. INDEPENDENT CONTRACTOR: IEHP and Contractor expressly agree that Contractor is an independent Contractor and not an agent, employee, officer or otherwise of IEHP. Neither Party's officers, agents, employees or subcontractors, shall be entitled to any benefits payable to employees of the other party, including Workers' Compensation Benefits.


10. ASSIGNMENT: A Party may not sell, assign, transfer, or otherwise convey this Purchase Order without the prior express written consent of the other Party. Any attempted assignment of this Purchase Order not in accordance with this Section shall be null and void.


11. CONFIDENTIALITY: With consent of the other Party, ("Disclosing Party") or as otherwise required by law, each Party receiving Confidential Information ("Receiving Party"), shall only disclose such information to its employees and third party consultants who have a bona fide need to know and a written Purchase Order restricting use and disclosure to no less an extent as that required of both Disclosing and Receiving Parties under this Purchase Order or as otherwise required by law.


12. INSURANCE: Contractor shall maintain, at its sole cost and expense, insurance coverage Contractor customarily required to perform Contractor's business operations, in amounts necessary to protect Contractor, its officers, agents, and employees, as applicable, in the discharge of its responsibilities and obligations under this Purchase Order.


13. GOVERNING LAW; VENUE: This Purchase Order shall be governed and interpreted under the laws of the State of California, excluding its conflicts of law provisions.

  • The provisions of the Government Claims Act (California Government Code Sections 900 et seq.) must be followed for any disputes under this Purchase Order.
  • Any actions and proceedings arising in connection with this Purchase Order, shall be litigated in the state or federal (if permitted by law) courts located in the counties of San Bernardino or Riverside, State of California.

14. DELAYS and DAMAGES: In the event the Contractor fails to perform this Purchase Order within the time specified, if any, or a reasonable time after placement of the order, the Procurement Specialist may, by written notice, order the Contractor to cease further deliveries and may hold the Contractor liable for any damage caused to IEHP by reason of such delay. Periods of performance may be extended if the facts as to the cause of delay justify such extension in the opinion of the Procurement Specialist.


15. DISPUTES: All disputes concerning questions of fact that may arise under this Purchase Order, and not disposed of by mutual consent, shall be decided by the Procurement Specialist. If for any reason, an over-payment is made, IEHP requires prompt refund via Contractor's properly referenced check, in order to expedite clearing of the overpayment through IEHP's accounting system. The articles by this Purchase Order or contract must conform with safety orders OSHA, CALOSHA, and/or NIOSHA and applicable Safety Data Sheets.


16. SUPERCEDES: In the event that the terms and conditions of the Purchase Order contradicts the terms and conditions of the Contractor's quotation, the terms and conditions of this Purchase Order shall prevail.


17. TRAVEL POLICY: click here to download


18. FEDERAL EQUAL OPPORTUNITY REQUIREMENTS: The parties agree to comply with special terms and conditions required by DHCS as part of IEHP's D-SNP Contract regarding Federal Equal Opportunity in Employment requirements. The special terms and conditions can be downloaded here and are hereby incorporated into the terms and conditions of this Purchase Order and subject to regulatory change.