Purchase Order Terms and Conditions

GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES BY ADAPTHEALTH LLC AND ITS AFFILIATED COMPANIES ("AdaptHealth")

Last Updated January 2026

1. Definitions. "Order" means these Purchase Order Terms and Conditions (these "Terms and Conditions"), together with the purchase order to which they are physically or electronically attached, and any other document incorporated by reference and attached to such purchase order. "AdaptHealth" means AdaptHealth LLC, or its Affiliate, as identified on the face of this Order as the purchaser of the Goods or Services. "Supplier" means the entity identified as the seller on the face of this Order and to which this Order is issued. "Goods" means the products, materials or other goods identified on the face of this Order. "Services" means any services identified on the face of this Order. "Facility" means AdaptHealth's facility identified on the face of this Order, at which the Services will be performed, if applicable. "Affiliate" means with respect to any specified person, any other person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person. For purposes of this definition of Affiliate, "control," means the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or equity interests of an entity.


2. Acceptance of Purchase Order; Inconsistent Terms. These Terms and Conditions govern this Order. Unless accepted earlier, shipment of any Goods or performance of any Services described in this Order constitutes Supplier's acceptance of this Order and these Terms and Conditions, regardless of whether Supplier has signed or acknowledged this Order. No other terms, whether contained in a bid, estimate, acknowledgement, confirmation, invoice or other document given by Supplier shall in any way modify or supersede any of the terms of this Order or be binding on AdaptHealth. AdaptHealth hereby expressly rejects all such other terms. The use of Supplier's or AdaptHealth's forms (other than this Order) is for convenience only and will have no effect with respect to this Order. If this Order is issued pursuant to an existing agreement between AdaptHealth and Supplier (the "Existing Agreement") and the face of this Order recites that this Order is issued pursuant to the Existing Agreement, then the provisions in the Existing Agreement will supersede these Terms and Conditions to the extent these Terms and Conditions conflict with an Existing Agreement between the parties.


3. Assignment. Supplier acknowledges that it has been selected by AdaptHealth to meet AdaptHealth's particular needs. Any assignment of Supplier's rights or delegation of Supplier's duties shall be void, unless prior written consent is given by AdaptHealth. Nevertheless, Supplier may assign rights to be paid amounts due, or to become due, to a financing institution if AdaptHealth is promptly furnished a signed copy of such assignment reasonably in advance of the due date for payment of any such amounts. Amounts assigned shall be subject to setoff or recoupment for any present or future claims of AdaptHealth against Supplier. AdaptHealth shall have the right to make settlements and/or adjustments in price without notice to any assignee financing institution. AdaptHealth may assign this Order, without Supplier's prior written consent, to an Affiliate or to a third party that acquires all or substantially all of AdaptHealth's assets or to a successor entity by way of merger, stock purchase or otherwise.


4. Quantities. Quantities will be as set forth on the face of this Order. AdaptHealth will not be required to accept or pay for defective or damaged Goods, overruns or underruns.


5. Schedule. Timely delivery of all Goods and performance of Services under this Order is of the essence. AdaptHealth has the right to reject any early delivery of Goods. Notwithstanding the foregoing, Supplier will not be deemed to be in breach of this Order to the extent that a delay is either (a) authorized in writing by AdaptHealth, (b) caused solely by AdaptHealth's act or omission, or (c) due to a Force Majeure Event (each delay described in clauses (a), (b) and (c), an "Excused Delay"). A delay caused by Supplier's vendors shall not be deemed to be an Excused Delay. To be excused under this Section 5, Supplier shall diligently attempt to promptly reinitiate performance upon the occurrence of any Excused Delay. Supplier shall give AdaptHealth immediate written notice upon the occurrence of any delay or of any event reasonably likely to result in a delay. In the event of any delay other than an Excused Delay, AdaptHealth will have the right to require Supplier to expedite the shipment of the Goods by means selected by AdaptHealth or to obtain replacement goods or services from alternative suppliers. Supplier will be solely responsible for the cost of the expedited shipment of the Goods and any costs or damages incurred by AdaptHealth in connection with the delayed Goods or Services, including the difference between the cost of replacement goods or services from alternative suppliers and the Price of the delayed Goods or Services and for any other cost or damages incurred by AdaptHealth in connection with the delay. Such remedies will not be AdaptHealth's exclusive remedies but will be in addition to any other remedies stated in this Order or available at law or in equity. If any Excused Delay continues for more than 30 days, AdaptHealth shall have the right to terminate this Order (or, at AdaptHealth's election, solely the affected portion thereof) upon written notice to Supplier. Supplier shall allocate any shortage of Goods proportionately among Supplier's obligations to AdaptHealth under this Order and to Supplier's other regular customers then under contract, and Supplier waives its rights under 13 Pa. Cons. Stat. § 2615(2) to allocate capacity to regular customers not then under contract.


6. Price. The unit price on this Order (the "Price") constitutes the entire compensation for the Goods and Services, unless specifically stated otherwise, and includes all charges for labor, technical and professional services, materials, overhead, profit, packaging and preparation for shipment, insurance, transportation and all federal, state and local fees, tariffs, levies, and taxes (inclusive of all income, gross receipts, and non-U.S. taxes, duties, or tariffs that may be imposed on the manufacture, sale, export and import of the Goods, but exclusive of any U.S. sales or use taxes). Other than the Price and any U.S. sales or use taxes, AdaptHealth will not be responsible for any other charges.


7. Delivery; Title; Risk of Loss. Unless otherwise stated on the face of this Order, Supplier shall be responsible to make all arrangements, and to pay, for the loading and transportation (including insurance, any contract of carriage and, if applicable, exportation, importation and customs requirements) of all Goods to the place of delivery stated on the face of this Order (the "Place of Delivery"). The Price for the Goods includes all such loading and transportation costs and expenses. Title to, and risk of loss of, the Goods will transfer from Supplier to AdaptHealth upon AdaptHealth's receipt of the Goods at the Place of Delivery. Unless otherwise indicated on the Purchase Order, all shipping terms utilized by AdaptHealth for domestic shipments within the United States are in accordance with Uniform Commercial Code and for international shipments originating outside of the United States are in accordance with Incoterms 2020.


8. Packing and Marking. Supplier shall package all Goods shipped under this Order in accordance with the requirements in this Order, or, if the requirements are not specified, in accordance with standard commercial practices customary for similar shipments. In each master carton or container in which Goods are shipped, Supplier shall include a packing list indicating this Order number, description, quantity, item numbers, and other identifying information corresponding to the information in this Order or reasonably necessary to facilitate delivery in accordance with the requirements in this Order. The packing list shall be easily accessible. Supplier shall clearly mark all packages in accordance with all applicable laws. In addition, Supplier shall label each unit of the Goods with the country of origin, weight, and name of manufacturer. Supplier shall ensure that a receiving document/proof-of-delivery is issued to AdaptHealth for any shipment made to a third party location. All shipping documents shall reference this Order number. AdaptHealth will not pay for any extra charges for packaging, marking or identification unless specified on the face of this Order. All costs, fines or penalties incurred or assessed due to improper packing or marking will be Supplier's responsibility, and if paid by AdaptHealth, will be deducted from amounts owed to Supplier.


9. Right to Inspect. Supplier shall provide AdaptHealth and its designees reasonable access to Supplier's manufacturing, processing, testing and distribution facilities for the purpose of auditing Supplier's compliance with its quality management programs and with the requirements in this Order, inspecting the Goods during manufacture and processing and witnessing all tests. AdaptHealth shall have the right, but not the obligation, to inspect all Goods at the final destination, and all Goods will be subject to acceptance by AdaptHealth at the final destination. Inspections will not relieve Supplier of its obligation to provide Goods that comply in all respects with the requirements in this Order, including the Specifications (as defined below).


10. Facilities; Supplier Personnel. If the Services will be performed at the Facility, then Supplier shall comply with AdaptHealth's compliance, safety and environmental health rules, which AdaptHealth will communicate to Supplier. Supplier at all times shall provide Services through bona fide employees or independent contractors having a skill level appropriate for the Services. To the fullest extent permitted by applicable law, Supplier shall carefully interview, screen and check its personnel and prospective personnel to determine suitability for the performance of the Services. Supplier shall not use subcontractors to perform the Services without AdaptHealth's prior written approval. AdaptHealth may require Supplier to remove any of Supplier's personnel or subcontractors from the performance of the Services at any time and for any reason.


11. Invoices. Supplier shall issue an invoice to AdaptHealth with each shipment of Goods by emailing AP@adapthealth.com. For Services, Supplier shall issue the invoice(s) in accordance with the schedule agreed upon by the parties. All invoices shall be in the form of invoice approved by AdaptHealth. Unless otherwise expressly agreed by the parties, all amounts shall be invoiced in U.S. Dollars. If no schedule has been agreed upon, then Supplier shall issue the invoice upon completion of the Services. AdaptHealth has the right to unilaterally adjust any invoice to reflect the quantity of Goods actually received by AdaptHealth. Supplier shall not invoice, and AdaptHealth shall not be responsible for the payment of, any amounts that are billed more than 90 days past the date of delivery of the Goods or performance of the Services to which such amounts apply. Each invoice shall be accompanied by all required documentation necessary to support all charges. Supplier shall identify sales and use taxes, applicable rebates and discounts separately on each invoice. Supplier shall separately state charges for Services from charges for Goods on each invoice. Any invoice submitted to AdaptHealth in an improper format or without the required documentation will be returned unpaid to Supplier for correction and resubmission. If AdaptHealth has agreed in writing to pay for transportation, Supplier shall show the freight charge as a separate item on the invoice and attach a copy of the freight bill to the invoice.


12. Price Increases. Supplier shall provide AdaptHealth with at least thirty (30) days prior written notice of any proposed increase to the prices for Goods or Services under this Order. Any price increase shall apply only to orders placed by AdaptHealth after the expiration of such thirty (30) day notice period, but in no event will affect pricing stated on a purchase order which has been accepted or Invoice which has been issued by Supplier.


13. Payment. Unless otherwise indicated on the Purchase Order, AdaptHealth will pay all undisputed and properly documented invoices within Net 60 Days of receipt of invoice. If AdaptHealth disputes any portion of an invoice, AdaptHealth shall return the disputed invoice unpaid to Supplier indicating the reason AdaptHealth is disputing any amount, and Supplier shall reissue the invoice to include only the undisputed portions. Neither the payments made to Supplier, nor the method of such payments, will relieve Supplier of its obligation to perform its obligations in strict compliance with this Order. In addition, no payment by AdaptHealth of any invoice will be deemed AdaptHealth's acceptance of the Goods or Services described on the invoice. Unless otherwise expressly agreed by the parties, all payments shall be made in U.S. Dollars (USD). AdaptHealth shall have the right to offset against or withhold from any payment due or to become due to Supplier under this Order any amounts related to (i) delays in delivery or performance by Supplier; (ii) goods returned by AdaptHealth due to defects or failure to conform to the warranties set forth in this Order or (iii) any other breach of this Order by Supplier.


14. Compliance. Supplier shall meet or exceed the International Labor Organization minimum age standards or applicable national law, whichever is higher, and Supplier is prohibited from using forced labor. Supplier shall comply with all applicable laws, codes, rules, regulations, orders and ordinances, including those relating to environmental protection, energy, and labor (including anti-discrimination, minimum age of employment, forced labor, and working conditions), and all applicable industry codes and standards. Supplier warrants and agrees that it is familiar, and will comply in all respects, with any and all U.S. and foreign laws, regulations and administrative requirements applicable to the AdaptHealth's relationship with Supplier, including the Foreign Corrupt Practices Act ("FCPA"), the International Traffic in Arms Regulations, the Export Administration Regulations, the Anti-boycott Regulations and Guidelines issued under the Export Administration Act, Section 999 of the Internal Revenue Code, the UK Bribery Act 2010, and laws relating to the privacy, confidentiality or security of information. Supplier may not assign the performance of the Services to any person who cannot establish eligibility for employment according to the verification requirements of the Immigration Reform and Control Act of 1986, as applicable, or whom Supplier suspects may not be authorized to work in the United States. AdaptHealth has the right (but not the obligation) to audit Supplier's compliance with the requirements in this Section 14. Supplier shall comply with all policies and procedures of general application of AdaptHealth as communicated to Supplier from time to time.


15. Recall of Goods. In the event (i) any government authority issues a request, directive, or order that any Goods be recalled, or (ii) a court of competent jurisdiction orders such a recall, or (iii) the Supplier reasonably determines that any Goods should be recalled, the Supplier shall promptly notify AdaptHealth of said recall and shall provide AdaptHealth with such information as is necessary to identify the Goods affected. AdaptHealth, at Supplier's expense, shall notify any and all customers and agents who have or may have received any recalled Goods and shall provide them with information identifying all Goods subject to the recall. The Supplier shall bear any and all other costs associated with a Goods recall.


16. Conflict Free Minerals.
(a) Supplier represents and warrants that it does not and shall not utilize, nor allow any other third party to utilize on its behalf, any so called "Conflict Minerals" (such as gold, columbite-tantalite, cassiterite, and wolframite and their respective metal derivatives, Gold, Tantalum, Tin, and Tungsten), as defined in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (as amended from time to time and including rules and regulations thereunder, "Dodd-Frank"), that are sourced from smelters or mines located in "Covered Countries" (as defined in Dodd-Frank) not designated as "Conflict Free" by the Responsible Minerals Initiative, in any goods or components of goods, or in the production of such goods or components of goods, manufactured or produced by Supplier for AdaptHealth under this Order or otherwise.

(b) Supplier agrees to cooperate and work with its sub-suppliers to ensure traceability of Conflict Minerals, to maintain and record all Conflict Minerals traceability documentation for five years, and to provide such documentation to AdaptHealth upon request or to permit AdaptHealth or AdaptHealth's third party auditor reasonably acceptable to Supplier to audit applicable sourcing documents upon AdaptHealth's reasonable written request from time to time.


17. Warranties.
(a) Supplier represents, warrants and covenants that all Goods delivered under this Order will (i) conform strictly to the general description, model number and specifications stated in this Order and in any manufacturer warranties that accompany the Goods (the "Specifications"), (ii) be free from defects in materials, workmanship, and design, (iii) be merchantable and fit for their intended purpose, except for Goods that are chemicals, which will be merchantable and fit for their intended purpose in making paint or ink, (iv) be free of contaminants, and (v) be of first quality and made of new materials and components.

(b) Supplier represents, warrants and covenants that the Services performed under this Order will (i) be performed in a good, prompt and diligent manner and in strict accordance with all conditions and requirements contained in this Order and (ii) reflect the level of skill, knowledge and judgment required or reasonably expected of suppliers performing comparable services.

(c) With respect to any Goods designed by Supplier or any of Supplier's subcontractors or vendors, Supplier assumes and acknowledges full and complete responsibility for the suitability, adequacy, and safety of the design of such Goods, including compliance with the warranties contained herein. Supplier shall extend to AdaptHealth all applicable warranties extended to Supplier with respect to all Goods not manufactured by Supplier. Supplier's extension of such warranties, however, will not relieve Supplier of its obligation to replace, repair or refund non-conforming Goods.

(d) If AdaptHealth discovers that any Goods or Services fail to conform to the above warranties, then, AdaptHealth shall give Supplier written notice of the nonconformity within a reasonable time after discovery. Upon receipt of such notice, Supplier shall, at AdaptHealth's option and at no cost to AdaptHealth, promptly repair, replace with conforming Goods or modify any non-conforming Goods or re-perform the Services so that they conform or refund to AdaptHealth the Price of the non-conforming Goods or Services. Supplier shall bear all expenses in connection with such remedy, including costs to expedite shipment of the replacement Goods, or, at AdaptHealth's option, to recover or dismantle the Goods, as applicable.

(e) Supplier represents, warrants and covenants that title to all Goods will be good, and their transfer rightful, and that the Goods will be free from all security interests, claims, demands, liens and other encumbrances. If any Goods fail to conform to the above warranty of title, Supplier shall defend the title and, at AdaptHealth's option and at no cost to AdaptHealth, shall promptly remove any security interest, claim, demand, lien or other encumbrance or replace the Goods with substitute Goods conforming to the terms of this Order, including the above warranty of title. If Supplier fails to do so within five business days after receiving AdaptHealth's request, then AdaptHealth may revoke acceptance of the Goods, in which case Supplier shall promptly refund any compensation Supplier received for the Goods together with all costs incurred by AdaptHealth in connection with such revocation.


18. Quality Control. Suppliers handling, processing or producing Goods for shipment to an AdaptHealth site have a valid certification according to ISO 9001 and ISO 13485 issued by an accredited third party certification body. Supplier shall: (a) interact with AdaptHealth's authorized representative; (b) notify AdaptHealth sufficiently in advance of changes in components, materials, manufacturing processes, locations or test methods (and the probable effect on AdaptHealth); and (c) pre-qualify changes at AdaptHealth sites. AdaptHealth, or its designee, has the right to pre-inspect and pre-approve each site in which the Goods are handled, processed or produced. Supplier shall further comply with any additional quality requirement as provided by AdaptHealth in advance in writing.


19. Force Majeure.
(a) Performance by either Party of its obligations under the Order shall be extended by any period of delay caused by war, revolution, civil riot, natural disaster, order of any government, court or regulatory body having jurisdiction, blockade, embargo, riot, civil disorder, or any other similar event, in each case where such event was not reasonably foreseeable and its effects not capable of being overcome without unreasonable expense or loss of time of the Party who is obligated to render performance ("Force Majeure Event").

(b) Any Party affected by a Force Majeure Event shall immediately inform the other Party in writing of the beginning and the end of such occurrence. If a Force Majeure Event continues for a period of ninety (90) days or more, either Party may terminate the Order with immediate effect by giving the other Party written notice.


20. Confidentiality. This Order and its terms and conditions are confidential. Supplier shall not disclose this Order or its terms and conditions to any third party except as may be required by a court, government agency or proper discovery request. If Supplier is required to disclose this Order or any of its terms and conditions, Supplier shall make such disclosure on a confidential basis and shall promptly notify AdaptHealth in writing prior to making such disclosure. Supplier further agrees that no information relative to this Order shall be released for publication, advertising or any other purpose without AdaptHealth's prior written consent. Supplier agrees that AdaptHealth's Confidential Information that may from time to time be made available to Supplier is to be treated as confidential. The term "Confidential Information" as used herein includes all information and know-how provided to Supplier by or on behalf of AdaptHealth whether written or disclosed orally except (a) information that Supplier can demonstrate by competent proof to have been in its possession prior to disclosure of such information to Supplier by AdaptHealth, (b) information that has been furnished to Supplier by a third party as a matter of right without restriction on disclosure and that was not received directly or indirectly from AdaptHealth, (c) information that is or becomes available to Supplier on a non-confidential basis from a source which, to the best of Supplier's knowledge after due inquiry, is not prohibited from disclosing such information to Supplier by a legal, contractual or fiduciary obligation to AdaptHealth, (d) as evidenced by written records, information that is independently developed by Supplier without use or reference to the Confidential Information, and (e) any other information once it becomes part of the public domain by publication or otherwise through no act or omission of Supplier. Supplier may disclose Confidential Information only to those of Supplier's employees and subcontractors who need it in connection with this Order. Supplier shall be responsible for any breach of confidentiality by its employees and subcontractors. Supplier shall make no use of such Confidential Information nor disclose the same to any third party except as specifically provided herein.


21. Indemnity. To the greatest extent permitted by law, Supplier shall indemnify and hold harmless AdaptHealth, its Affiliates, and their respective officers, employees, directors, and agents against all claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees and disbursements) to the extent they arise from, or may be attributable to, any (a) breach of this Order by Supplier (b) the negligence, gross negligence or willful misconduct of Supplier or any of its employees, agents or subcontractors in the performance of this Order or (c) for claims made by third parties, because of defects in Supplier's Goods.


22. Insurance. Supplier shall maintain adequate general liability, employer's liability and workers' compensation insurance in amounts satisfactory to AdaptHealth to protect AdaptHealth, its Affiliates, and their respective officers, employees, directors and agents with respect to the indemnity in Section 21 and any claims under workers' compensation, safety and health and similar laws and regulations. Such insurance shall be primary without any right of contribution by AdaptHealth. Upon request, Supplier shall furnish certificates of insurance (on standard industry forms) to AdaptHealth. Supplier also shall maintain product liability insurance coverage in types and amounts satisfactory to AdaptHealth for all Goods that are or at any time become so identified to this Order. Such insurance shall name AdaptHealth as a loss payee as its interests may appear.


23. Records and Audits. Supplier shall maintain complete financial records and accurate documentation relating to the performance of this Order (including the manufacture, storage, shipment, other transportation, and sale of the Goods and all components thereof) during the performance of, and for three years after final payment under, this Order or longer if otherwise required by governmental authorities with jurisdiction over Supplier. AdaptHealth or its designee has the right (but not the obligation) to audit and inspect Supplier's records with respect to amounts invoiced to AdaptHealth (including pass-through costs from third parties) and Supplier's compliance with the provisions of this Order. This right extends during the performance of, and for three years after final payment under, this Order. AdaptHealth will give Supplier reasonable prior notice of its audit or inspection. If an audit or inspection reveals an error in the amounts charged to AdaptHealth or paid to Supplier, then an appropriate adjustment shall be made within 30 days by either Supplier or AdaptHealth, as applicable. AdaptHealth shall pay for any audit or inspection unless such audit or inspection is conducted subsequent to Supplier's default or overcharge, in which case Supplier shall pay for all audit or inspection costs incurred by AdaptHealth. Supplier shall pay all expenses incurred by Supplier in supporting the audit and inspection.


24. Termination for Convenience. AdaptHealth may terminate this Order for any or no reason, effective immediately upon written notice to Supplier or upon such later date as set forth in such notice. Supplier shall discontinue work under this Order immediately upon the effectiveness of such termination and shall take all steps necessary to protect the work completed. At AdaptHealth's election, Supplier shall deliver all or any portion of the Goods completed, with all warranties, or dispose of such Goods as AdaptHealth may reasonably direct. Upon such termination, Supplier will be entitled to (a) compensation for all conforming Goods delivered and Services performed prior to such termination and (b) reimbursement of all reasonable, documented costs actually incurred by Supplier prior to such termination in connection with the Services or Goods (except with respect to any Goods that are in Supplier's standard stock). Supplier will not be entitled to any lost profits with respect to any Services not performed or Goods not completed or completed but not delivered to AdaptHealth.


25. Termination for Breach. Without prejudice to AdaptHealth's other rights and remedies under this Order and at law and in equity, AdaptHealth may terminate this Order, effective immediately upon written notice to Supplier or upon such later date as set forth in such notice, if Supplier:

(a) fails to deliver any Goods or perform any Services by the time(s) specified in this Order (unless excused as an Excused Delay);

(b) gives AdaptHealth reasonable cause to doubt Supplier's ability to deliver the Goods or perform the Services in accordance with this Order (including Supplier's delivery obligations); or

(c) subject to clause (a) of this Section 25, fails to cure a breach of any representation, warranty or other obligation under this Order, including the delivery of nonconforming Goods or the performance of nonconforming Services, within 30 days of Supplier's receipt of notice of such breach from AdaptHealth (the cure period being applicable only to the extent such breach is capable of cure).

Upon any such termination, AdaptHealth will have no further liability under this Order except to pay for conforming Goods delivered and conforming Services performed prior to such termination.


26. Insolvency. Subject to applicable bankruptcy law, in the event of any proceeding by or against Supplier in bankruptcy, reorganization or insolvency or for the appointment of a receiver or any assignment for the benefit of creditors, AdaptHealth may terminate this Order immediately upon notice to Supplier without further liability, except to pay for conforming Goods delivered and accepted by AdaptHealth and conforming Services performed by AdaptHealth prior to such termination.


27. Intellectual Property. Supplier acknowledges that certain rights, title and interest in the intellectual property (including, but not limited to, patent, copyright, trademark, trade dress and trade secrets) associated with the Goods may be owned by a third party. In such event, Supplier warrants and represents that it is authorized by such owner to market, offer for sale, sell and distribute the Goods to AdaptHealth. In any event, Supplier covenants that neither the Goods, nor any of the means or processes used to manufacture the Goods, nor AdaptHealth's use of the Goods will infringe or misappropriate any intellectual property rights of any third party. Supplier shall fully indemnify and hold harmless AdaptHealth, its Affiliates, and their respective officers, employees, directors, and agents for all damages and costs incurred by or awarded against any of them in responding to and defending (if applicable) any third party action for intellectual property infringement or misappropriation that may arise from the Goods, any of the means or processes used to manufacture the Goods, or AdaptHealth's use of the Goods. If as a result of any suit or proceeding, the Goods or any part thereof, are held to constitute any such infringement or misappropriation and their use by AdaptHealth is enjoined, Supplier, at its option and at no cost to AdaptHealth, either shall (a) procure for AdaptHealth the right to continue using the Goods, (b) replace the Goods with substantially equivalent non-infringing goods or (c) modify the Goods so they become non-infringing but remain substantially equivalent; provided, however, that Supplier shall have no such obligation to the extent that the infringement or misappropriation results from Goods supplied in accordance with AdaptHealth's design, where compliance with such design has caused Supplier to deviate from its normal course of performance, and the suit or proceeding was brought against AdaptHealth solely by reason of such design. Supplier shall respect all trademark, copyright, patent and other proprietary and intellectual property rights of AdaptHealth, its Affiliates and of third parties. Supplier may not make, use or sell any materials reflecting AdaptHealth's or its Affiliates' rights for any purpose other than to fulfill this Order, without AdaptHealth's express written permission. Supplier may not sell or distribute or cause to be sold or distributed either directly or indirectly, any Goods that display or incorporate any of AdaptHealth's or its Affiliates' proprietary or intellectual property rights, to anyone other than AdaptHealth.


28. AdaptHealth's Property. All drawings, blueprints, photographs, sketches, software (in source code and object code format), and similar items (the "Materials") developed or prepared by Supplier for the purpose of or in the course of fulfilling this Order shall belong to AdaptHealth (the "Developed Materials"). Supplier hereby irrevocably assigns to AdaptHealth, and shall require its employees, subcontractors and agents to assign to AdaptHealth, all rights, title and interest, including copyrights, patents and any other intellectual property rights, in and to any of the Developed Materials. To the extent AdaptHealth or its agents provide to Supplier any Materials, such Materials shall remain the property of AdaptHealth (all such materials, together with the Developed Materials, the "AdaptHealth Materials"). AdaptHealth Materials may not be used for or disclosed to any non-party without AdaptHealth's prior written consent, other than to Supplier's subcontractors and agents to the extent required to fulfill this Order. Supplier agrees to execute, and shall cause the Supplier personnel to execute, any documents or take any other actions as may reasonably be necessary, or as AdaptHealth may reasonably request, to evidence, perfect, maintain and enforce AdaptHealth's ownership of any Materials. Upon AdaptHealth's request, Supplier shall provide, or return to, AdaptHealth all AdaptHealth Materials, including any copies made. Supplier may, however, retain one copy of such AdaptHealth Materials for record purposes. Supplier consents to the entry of temporary and permanent injunctive and other equitable relief in favor of AdaptHealth to require the delivery of the AdaptHealth Materials upon Supplier's refusal to deliver such AdaptHealth Materials after AdaptHealth's request.


29. Partial Invalidity & Severability. If any provision of the Agreement, or the application of such provision, is declared or deemed void, invalid or unenforceable in whole or in part for any reason, the provision declared or deemed void, invalid or unenforceable, shall be deemed deleted and the remaining provisions of the Order shall continue in full force and effect.


30. Electronic Purchase Order. The parties agree that if this Purchase Order is transmitted electronically neither party shall contest the validity of this Purchase Order, or any acknowledgement thereof, on the basis that this Purchase Order or acknowledgement contains an electronic signature.


31. Miscellaneous. All warranties, indemnities and confidentiality rights and obligations will survive the termination or completion of this Order. Supplier's relationship with AdaptHealth is that of an independent contractor. The rights and remedies in this Order are cumulative and not exclusive of any other right or remedy that might be available at law or in equity. If either party fails to require the other party to perform any term of this Order, such failure will not prevent the party from enforcing such term later. If either party waives the other party's breach of any term of this Order, such waiver will not be deemed a waiver of a later breach of such term. This Order binds the parties, as well as their legal representatives, successors and permitted assigns. This Order may not be modified, unless in writing and executed by a duly authorized representative of AdaptHealth. This Order and any Existing Agreement (if applicable) constitute the entire agreement of the parties concerning the subject matter of this Order and supersede any prior or contemporaneous agreements or understandings between the parties concerning the same subject matter. No course of dealing, usage of trade or course of performance shall be used to supplement or explain any term, condition or instruction in this Order, nor be deemed to amend this Order. All policies referenced herein are hereby made a part of this Order. If there is a conflict between or among the provisions of this Order and such policies, the provisions of this Order shall be given precedence over the policies.