Purchase Terms 

Last Updated: January 26, 2023 




The acceptance of this purchase order constitutes a warranty that the prices to be  charged for articles or services ordered (“Products”) do not exceed the lowest price  charged to any other customer for similar quantities and delivery requirements.  Unless otherwise specified, the prices set forth in this purchase order include all  applicable federal, state and local taxes. Seller is solely responsible for all penalties,  interest, additional taxes or other charges that are demanded from, levied or  assessed against GRAIL as a result of any delay or failure by Seller to pay a tax, file a  return or provide information required by law or this order. 


Seller will submit invoices showing the following information: purchase order number,  item number, description of item, size of item, quantity of item, unit prices, each  applicable tax, extended totals and any other information specified elsewhere herein.  A bill of lading or express receipt must accompany each invoice. Payment of invoice  will not constitute acceptance of goods and will be subject to adjustment for errors,  shortages, defects in the goods or other failure of Seller to meet the requirements of  this purchase order. Seller shall invoice GRAIL only upon GRAIL’s notification of  acceptance of the Products and such invoices shall be payable 45 days after receipt.  GRAIL may at any time set off any amount owed by GRAIL to Seller against any amount  owed by Seller or any of its affiliated companies to GRAIL. 


Time in connection with any discount offered by Seller will be computed from the  latest of (i) the scheduled delivery date, (ii) the date of actual delivery or (iii) the date  an acceptable invoice is received. For the purpose of earning the discount, payment  will be deemed to have been made on the date of mailing of GRAIL’s check.


GRAIL will pay only for maximum quantities ordered. Over-shipments will be held by  GRAIL at Seller’s risk and expense for a reasonable time awaiting shipping  instructions. Return shipping charges for excess quantities will be at Seller’s  expense. 


Unless otherwise specified, when the price of this purchase order is based on the  weight of the ordered goods, such price is to cover only the net weight of material  ordered, and no charges will be allowed for packing, handling, transportation, storage  or other packing requirements. Unless otherwise specified, Seller will package and  pack all goods in a manner that is (i) in accordance with good commercial practice 

consistent with the requirements of GRAIL, (ii) acceptable to common carriers for shipment at the lowest rate for the particular goods, (iii) in accordance with I.C.C.  regulations and (iv) adequate to insure safe arrival of the goods at the named  destination. Seller will mark all containers with necessary lifting, handling, and  shipping information and with purchase order numbers, date of shipment and the  names of the consignee and consignor. An itemized packing list must accompany  each shipment, along with all pertinent material safety data sheets. No partial or  complete delivery will be made prior to the due date or dates shown unless GRAIL has  given prior written consent. 


Unless otherwise specifically provided on the face of this order, the Products will be  delivered F.O.B. destination. 


(a) Seller expressly warrants that all Products delivered will (i) be free from defects in  workmanship, material, and manufacture; (ii) comply with the requirements of this  purchase order, including any drawings or specifications incorporated herein or  samples furnished by Seller; (iii) where design is Seller’s responsibility, be free from  defects in design; (iv) be covered under standard warranty provided by Seller for such  Products for repair and replacement, if any, (v) be free and clear of liens and other  interests of Seller and third parties, (vii) not infringe the patents, trademarks, 

copyrights, design rights or other rights of any third party, and (iv) be in compliance  with all applicable laws and regulations. Seller further warrants that all goods  purchased hereunder will be of merchantable quality and will be fit for the purposes  intended by GRAIL to the extent disclosed to GRAIL. The foregoing warranties  constitute conditions to this purchase order. They are in addition to all other  warranties, whether express or implied, and will survive any delivery, inspection,  acceptance or payment by GRAIL. All warranties run to the benefit of GRAIL and its  resellers and customers. 

(b) GRAIL’s approval of Seller’s materials or design will not relieve Seller of any  warranties. 

(c) If any goods delivered do not meet the warranties specified herein or otherwise  applicable, GRAIL may, at its option, (i) require Seller to correct any defective or 

nonconforming goods by repair or replacement at no cost to GRAIL; (ii) return such  defective or nonconforming goods to Seller at Seller’s expense and recover from  Seller the order price thereof or (iii) correct the defective or nonconforming goods  itself and charge Seller with the cost of such correction. This warranty is not sole or  exclusive and is in addition to any other express or implied warranties set forth in this  order or provided by law. 


GRAIL may inspect or test the goods at all reasonable times or places prior to final  acceptance, at no additional cost to GRAIL. GRAIL’s failure to exercise this right does  not relieve Seller of its obligation to furnish conforming Products and imposes no  liability on GRAIL. Notwithstanding any prior inspection or payments, all Products will  be subject to final inspection and acceptance at GRAIL’s plant within a reasonable  time after delivery. In case any item is defective in material or workmanship, or  otherwise not in conformity with the requirements of this order, GRAIL will have the  right to reject it, to require its correction or to accept it with an adjustment in price.  Any item that has been rejected or required to be corrected must be replaced or  corrected by and at the expense of Seller promptly after notice. If, after being  requested by GRAIL, Seller fails to promptly replace or correct any defective item,  then GRAIL may (i) by contract or otherwise, replace or correct such item and charge  to Seller the cost occasioned thereby, (ii) without further notice, cancel this purchase  order for default in accordance with Section 10 below or (iii) require an appropriate  reduction in price. Nonconforming Products will be held by GRAIL for disposition in  accordance with Seller’s instructions at Seller’s risk. Seller’s failure to provide written  instructions within ten (10) days after GRAIL’s issuance of notice of nonconformity  shall entitle GRAIL, at GRAIL’s option, to charge Seller for storage and handling or to  dispose of the goods, without liability to Seller.  


(a) The GRAIL may at any time, by a written order, suspend performance hereunder,  increase or decrease the ordered quantities, change the due date or make changes  in any one or more of the following: 

(i) applicable drawings, designs or specifications; 

(ii) method of shipment or packing; and/or 

(iii) place of delivery. 

(b) Seller agrees to promptly make such changes provided that if the change causes  an increase in the cost or the time required by Seller for performance of this purchase  order and Seller so notifies GRAIL, then an equitable adjustment will be made in the  order price or delivery schedule or both, and the purchase order will be modified  accordingly in writing. No claim by Seller for such an adjustment will be valid unless  asserted within twenty (20) days from the date of receipt by Seller of the notification  of change; provided, however, that such period may be extended upon the written  approval of GRAIL. 

(c) Nothing in this Section 9 is intended to excuse Seller from proceeding with this  purchase order as changed or amended.


(a) It is understood and agreed that time is of the essence for this order because the  Products ordered herein are needed for products of GRAIL that have a very short,  carefully timed market life; failure of Seller to deliver on the due date could cause  GRAIL’s products to be unmarketable. GRAIL may, by written notice, cancel this order  in whole or in part if, in GRAIL’s good-faith opinion, Seller has failed to (i) make  delivery of the Product within the time specified herein, or any extension thereof by  written change order or amendment; (ii) replace or correct nonconforming Product 

items in accordance with the provisions of Sections 7 or 8 above; (iii) perform any of  the other provisions of this purchase order or (iv) has so failed to make progress under  this purchase order as to endanger performance in accordance with its terms. 

(b) If this purchase order is canceled for Seller’s default, GRAIL may procure, upon  such terms and in such manner as GRAIL may deem appropriate, goods or services  similar or substantially similar to those canceled. Seller will then be liable to GRAIL for  any excess costs occasioned thereby. Seller shall refund any pre-payment not fully  applicable to goods retained by GRAIL. 

(c) If all or a portion of this purchase order is canceled for Seller’s default, GRAIL may  require Seller to transfer title and to deliver to GRAIL, in the manner and to the extent  directed by GRAIL, (i) all completed items not yet delivered and (ii) any partially  completed items and materials that Seller has produced or acquired for the  performance of the terminated portion. Seller will, upon direction of GRAIL, protect  and preserve the property listed in this paragraph that is in the possession of Seller.  Payment for completed items delivered to and accepted by GRAIL under this  paragraph will be in an amount (not to exceed the contract price) agreed upon by  Seller and GRAIL; however, Seller’s obligation to carry out GRAIL’s direction as to  delivery, protection and preservation of the property will not be contingent upon prior  agreement as to such amount. 

(d) Nothing in this Section 10 is intended to excuse Seller from proceeding with any  uncancelled portion of this purchase order. 


(a) At any time for convenience, GRAIL may terminate this purchase order, in whole  or in part, by written notice. 

(b) Upon such termination, Seller will, to the extent and at the times specified by  GRAIL, stop all work under this purchase order; place no further orders for materials  to complete the work; assign to GRAIL all Seller’s interests under terminated  subcontracts and orders; settle all claims thereunder after obtaining GRAIL’s  approval; protect all property in which GRAIL has or may acquire an interest and  transfer title and make delivery to GRAIL of all articles, materials, work in process and  other things held or acquired by Seller in connection with the terminated portion of  this purchase order. Seller will proceed promptly to comply with GRAIL’s instructions 

respecting each of the foregoing without awaiting settlement or payment of its  termination claim. 

(c) Seller’s sole compensation for such termination shall be payment by GRAIL of the  percentage of the total order price corresponding to the proportion of the work  completed in filling the order prior to such notice, plus any reasonable actual  expenses incurred by Seller in performance of this order prior to notice of termination,  based on substantiating documentation provided to GRAIL and shall be subject to  audit by GRAIL.  

(d) Within sixty (60) days after such termination, Seller may submit to GRAIL its written claim for termination charges, in the form and with the certifications  prescribed by GRAIL. Failure to submit the claim within sixty (60) days will constitute  a waiver of all claims and a release of all GRAIL’s liability arising out of the termination. 

(e) Payments made under Sections 11(d)(i) and (ii) above may not exceed the  aggregate price specified in this purchase order less payments otherwise made or to  be made. Any amounts payable for property lost, damaged, stolen or destroyed prior  to delivery to GRAIL will be excluded from amounts otherwise payable to Seller under  this Section 11. and shall be subject to audit by GRAIL. In no event is GRAIL liable to  Seller for any direct, indirect, special or consequential damages, lost profits,  penalties or costs arising out of any termination. 


GRAIL may immediately cancel this order without liability to Seller in the event of the  happening of any of the following: (a) insolvency of the Seller; (b) filing of a voluntary  petition in bankruptcy/insolvency by Seller; (c) filing of any involuntary petition in  bankruptcy/insolvency against Seller; (d) appointment of a receiver or trustee for  Seller; or (e) execution of an assignment for the benefit of creditors by Seller,  provided that such petition, appointment or assignment is not vacated or nullified  within fifteen (15) days of such event.  


Notwithstanding any prior inspections and irrespective of the F.O.B. point named  herein, Seller will bear all risk of loss, damage or destruction to the Products until final  acceptance of the goods by GRAIL at destination. Seller will bear the same risk with  respect to any Products rejected by GRAIL. GRAIL, however, will be responsible for  any loss occasioned by the gross negligence of its employees acting within the scope  of their employment.


The failure of GRAIL to enforce at any time any of the provisions of this purchase order,  to exercise any election or option provided herein or to require at any time the  performance by Seller of any of the provisions herein will not in any way be construed  to be a waiver of such provisions.


The remedies stated herein are in addition to all other remedies at law or in equity.


(a) Seller agrees to indemnify GRAIL, its agents, customers, successors, and assigns  against any loss, damage and liability (including costs and expenses) for actual or  alleged infringement of any patent, copyright, trademark or other third party right  arising out of the use or sale of the goods by GRAIL, its agents or customers; provided,  however, that GRAIL must notify Seller of any suit, claim or demand involving such  infringement and permit Seller to defend against or settle the same. If any injunction  is issued as the result of any such infringement, Seller agrees, at GRAIL’s option, to  (i) refund to GRAIL the amounts paid to Seller for the goods covered by the injunction  or (ii) promptly furnish GRAIL with acceptable and non-infringing goods. 

(b) Seller agrees to indemnify GRAIL against any and all liability and expense resulting  from any alleged defect in the Products, whether latent or patent, including allegedly  improper construction and design or from the failure of the goods to comply with  specifications. 

(c) Seller agrees to indemnify GRAIL, its agents, customers, successors, and assigns  against any loss, damage and liability (including costs and expenses) for any liability,  loss, claims, suits, demands, damages or expenses (including reasonable attorney  fees) for damages to the property of or injuries (including death) to GRAIL, its  employees or any other person arising from or in connection with Seller’s  performance of work or use of GRAIL’s property or Seller’s negligence or willful  misconduct, except for any such liability, claim, suit or demand arising out of the sole  negligence of GRAIL.  

(d) Seller warrants that there are no liabilities for royalties, mechanics liens or other  encumbrances on the goods supplied and agrees to indemnify GRAIL against any  such liabilities. 

(e)The above indemnifications are in addition to all other rights of indemnification of  GRAIL against Seller. 


Seller shall not, without first obtaining the written consent of GRAIL, in any manner  disclose or publish the fact that Seller has contracted to furnish GRAIL the Products or use any trademarks or trade names of GRAIL in Seller’s advertising or promotional  materials. Seller will not quote for sale to others, without GRAIL’s written  authorization, any Products purchased under GRAIL’s specifications or drawings. In  connection with this purchase order, GRAIL may disclose to Seller, through  observation or otherwise, Confidential Information (as defined below). During the  term of this order and for a period of five years thereafter, Seller (i) may not disclose  Confidential Information to anyone not subject to this Paragraph without the prior  written approval of GRAIL; (ii) must restrict its use of Confidential Information to the 

intended purpose of this order; and (iii) must limit dissemination of Confidential  Information within its own organization to only those individuals who require  disclosure for performance of their duties and who clearly understand the  requirements of this Paragraph. The phrase “Confidential Information” shall mean all  information concerning GRAIL unless specifically identified as “non confidential,”  including, but not limited to, all of GRAIL’s confidential or proprietary information,  trade secrets, data, know-how, formulas, designs, drawings, photographs,  documentation, forms of software or electronic media, equipment, processes, ideas,  methods, concepts, facilities, construction plans and specifications, research,  development, and business and financial information. At GRAIL’s request, all tangible  Confidential Information possessed by Seller, including, but not limited to, all copies,  translations, interpretations and adaptations thereof must be returned immediately to  GRAIL. In the event Seller becomes legally compelled to disclose any Confidential  Information, it shall provide GRAIL an opportunity to obtain a protective order or such  other appropriate remedy, and shall obtain reliable assurances that such information  will be accorded confidential treatment. 


No right or obligation under this purchase order (including the right to receive monies  due) may be assigned by Seller without the prior written consent of GRAIL and any  purported assignment without such consent will be void. GRAIL may assign this order  at any time to any subsidiary or affiliate of GRAIL or to any entity in connection with a  sale of GRAIL’s assets or a transfer of its obligations.  


Whenever any event delays or threatens to delay the timely performance of this  purchase order, Seller will immediately notify GRAIL of such event and furnish all  relevant details and take all reasonable steps to meet the delivery date(s), including  the use of premium transportation if necessary, at no additional cost to GRAIL. Receipt by GRAIL of such notice will not constitute a waiver of the due dates  hereunder. 


Seller, as part consideration for this purchase order and without further cost to GRAIL,  hereby assigns to GRAIL (any inventions and discoveries made, conceived or actually  reduced to practice in connection with the performance of this purchase order, ,  without limitation, all patents, copyrights, trade secret rights and other proprietary  rights (“Inventions”). Inventions may be used by GRAIL without restriction and may  not be used by Seller or its subsidiaries or its subcontracts, if any, without GRAIL’s 

prior written consent. 


If this purchase order is issued for any purpose that is either directly or indirectly  connected with the performance of a prime contract with the government or a  subcontract thereunder, the terms that the Armed Services Procurement Regulation  or other appropriate regulations require to be inserted in contracts or subcontracts  will be deemed to apply to this purchase order.


This purchase order will be governed by the laws of the State of California. The parties  will submit any dispute or claim arising under this order to the exclusive jurisdiction  of the courts located in San Mateo County, California, and the parties hereby submit  to, and waive any objection to, personal jurisdiction and venue in such courts for such  purpose. The United Nations Convention on Contracts for the International Sale of  Goods shall not apply to this transaction.  


Seller shall maintain, at its sole cost and expense, and shall cause its subcontractors  to maintain, Commercial General Liability insurance, including coverage for products  and completed operations insurance covering claims for bodily injury and property  damage to third parties with limits reasonable in light of its obligations hereunder. 


Seller agrees to comply with all laws, executive orders, rules, regulations, ordinances  and industry guidelines which may be applicable to Seller’s performance of its  obligations under this order, and agrees to hold GRAIL harmless from all liability  resulting from failure of such compliance.  


Seller and GRAIL are independent contracting parties and nothing in this order shall  make either party the agent or legal representative of the other for any purpose  whatsoever, nor does it grant either party any authority to assume or to create any  obligation on behalf of or in the name of the other. Seller is not eligible for benefits  that may be provided to GRAIL’s common law employees, including, but not limited to  vacation, health insurance, retirement and savings plan, stock plans and bonuses.  Seller is solely responsible for the conduct of its employees, agents and  subcontractors at all times and must comply with all social security, workers’  compensation, unemployment and disability insurance requirements and  withholdings, and any other applicable federal, state and local laws, rules and  regulations, including the procurement of permits and licenses when requested.  


Seller represents and warrants that neither the Seller, nor any of its affiliates, nor any  of their respective directors, officers, employees or agents (all of the foregoing,  including affiliates collectively, “Seller Representatives“) has taken any action,  directly or indirectly, that would result in a violation by such persons of the Foreign  Corrupt Practices Act of 1977, as amended (such act, including the rules and  regulations thereunder, the “FCPA”), the Convention on Combating Bribery of Foreign  Public Officials in International Business Transactions adopted by the Negotiating  Conference of the Organisation for Economic Co-operation and Development on 21  November 1997 (such convention, including the rules and regulations thereunder, the  “OECD Convention“), the U.K. Bribery Act of 2010 (“Bribery Act”), or any other  applicable anti-bribery or anticorruption laws, rules or regulations (collectively with  the FCPA, the OECD Convention and the Bribery Act, the “Anticorruption Laws“).  Seller represents and warrants that the Seller and Seller Representatives have 

conducted and will conduct their businesses in compliance with the Anticorruption  Laws and that Seller has and will have necessary procedures in place to prevent  bribery and corrupt conduct by Seller Representatives. Without limiting any other  remedies at law or at equity, GRAIL may, at GRAIL’s sole discretion, terminate this  order or suspend or remove Seller Representatives, for any violation of the  Anticorruption Laws, in accordance with GRAIL’s contractual rights. 


If any term of this order is invalid or unenforceable under any statute, regulation,  ordinance, executive order or other rule of law, such term shall be deemed modified  or deleted, but only to the extent necessary to comply with such statue, regulation,  ordinance, order or rule, and the remaining provisions of this order shall remain in full  force and effect. 


This purchase order, together with these Terms and Conditions, the attachments,  exhibits, or supplements specifically referenced in this order, constitutes the entire  agreement between Seller and GRAIL with respect to the subject matter contained  herein and supersedes all prior oral or written inquiries, proposals, representations,  negotiations, commitments and agreements pertaining to the subject matter herein.  This purchase order may only be modified, or any provision herein waived, by an  amendment signed by both parties.