Terms & Conditions
DELIVERY AND ACCEPTANCE
Time of delivery is of the essence of this purchase order. Acceptance of the purchase order shall be unqualified, unconditional and subject to the terms and conditions herein. Signing and returning the acknowledgement copy of this purchase order or, commencement of performance hereunder shall constitute unqualified and unconditional Any additional or different terms in Seller’s forms are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. Seller agrees that it will not assert, as a defense to the enforcement of the conditions of the purchase order, any limitations set out in its acceptance or acknowledge of this order. Not withstanding any references in this purchase order to Seller’s quotation, this order is not in response to such quotation, and any references to or attachment of Seller terms and conditions, or any overstamping on the acknowledgement or invoicing of this order shall not alter the terms hereof and shall be disregarded by Buyer, and are hereby rejected.
All products furnished under this purchase order must comply with any applicable specifications of Buyer unless Seller has obtained Buyer’s written permission to make changes. In the event that there is a conflict between Seller’s published specification and Buyer’s Specification, Seller agrees to immediately advise Buyer in writing and proceed with this order on the basis of Buyers specification. Seller shall inform buyer of any changes to the specifications that could impact form, fit, function or process at least ninety (90) day prior to implementation of any such change. Buyer may at any time make changes to drawings, designs, specifications, method of shipment or packaging and the place of delivery or work covered by hereby.
Prices shall be as agreed to between Buyer and Seller and specified in this order. Invoices hereunder shall be issued by Seller upon shipment of products or completion of services, unless mutually agreed in writing otherwise. Seller agrees that any price reduction made in products or services covered by this order subsequent to the placement of this order will be applicable to this order. Prices are firm unless provision is made for escalation on the face of this order. Notwithstanding any other provision of this order, Seller should enter into an arrangement with any other like customer that provides more favorable pries, terms, warranties or benefits taken as a whole, Seller shall so notify Buyer in writing within thirty (30) days, and this order shall thereupon be amended to provide to Buyer the more favorable prices, terms, warranties or benefits take as a whole under the same conditions, to be effective on the date of Seller’s arrangement with its other like customer.
Buyer may, at no charge, request rescheduling of the deliver of any order for products and/or services. Buyer reserves the right at any time to make changes in drawings, designs, specifications, quantities and delivery schedules as to any products and/or services covered by this order. Such changes, to be binding on either Buyer or Seller, must be made by a change order. Any differences in price or time for performance resulting from such changes shall be equitably adjusted, agreed to by Buyer in advance and shown on a supplemental purchase order. Any claim by Seller for adjustment under this Article must be asserted within thirty (30) days from the date of notification of the change, provided, however, that Buyer, in its sole discretion, may receive and act upon any such claim asserted at any time prior to final payment under this order.
Time is of the essence. Deliveries of products or services ordered hereunder ate to be made both in the quantities and at the times specified by this order. Buyer shall have the right, at no charge to Buyer, to (a) cancel this order if shipment or performance
TITLE AND RISK OF LOSS
Terms of shipping are F.O.B. the Buyer’s delivery location unless otherwise noted within the terms of this Order.
The Vendor warrants that any Material supplied hereunder shall conform to the generally recognized manufacturing and safety standards of the Vendor’s industry in the United States and shall meet or exceed the Vendor’s specifications on performance as detailed in the Vendor’s brochures, sales literature and other specifications as may be available to the Buyer.
In addition to any other express or implied warranties, the Vendor warrants that the Material furnished pursuant to this Order will be: (a) free from defects in title, workmanship and material; (b) free from defects in design except to the extent that such items comply with detailed designs provided by the Buyer; (c) of merchantable quality and suitable for the purposes, if any, which are stated on this Order.
If any material covered by this Order is found not to be as warranted, the Buyer may, by written notice to the Vendor: (a) rescind this Order as to such non-conforming Material; (b) accept such Material at an equitable reduction in price; (c) reject such non-conforming Material and require the delivery of suitable replacements.
If the Vendor fails to deliver suitable replacements promptly, the Buyer, with notice of five business days, may replace or correct such Material and charge the Vendor the additional cost occasioned the Buyer thereby, or terminate this Order for default.
Any items corrected or furnished in replacement are subject to all the provisions of this article entitled WARRANTIES to the same extent as items initially furnished or originally ordered.
Cost of replacement, rework, inspection, repackaging and transportation of such corrected Material shall be at the Vendor’s expense.
This warranty provision shall survive any inspection, delivery, acceptance, payment, expiration or earlier termination of this Order and such warranties shall run to the Buyer, its successors, assigns, employees, and users of the Material. Nothing herein, however, shall limit the Buyer’s rights in law or equity for damages resulting from delivery of defective goods or damage caused during the delivery of goods or provision of services.
Rights granted to the Buyer in this article entitled WARRANTIES are in addition to any other rights or remedies provided elsewhere in this Order or in Law.
INSPECTION AND ACCEPTANCE
The Vendor shall inspect all Material prior to shipment to the Buyer. All Material covered by this Order may be inspected and tested by the Buyer or its designee. If the Buyer so elects to inspect or test, successful completion of such inspection and testing shall be a prerequisite to the Buyer’s acceptance of the Material. If deemed necessary by the Buyer, the Vendor shall provide without charge, all reasonable facilities and assistance for such inspection and test. Any inspection records relating to Material covered by this Order shall be available to the Buyer during the performance of this Order and for such longer periods as specified by the Buyer.
If any Material covered by this Order is defective or otherwise not conforming with the requirements of this Order, the Buyer may, by written notice to the Vendor: (a) rescind this Order as to such non-conforming Material; (b) accept such Material at an equitable reduction in price; (c) reject such non-conforming Material and require the delivery of suitable replacements. If the Vendor fails to deliver suitable replacements promptly, the Buyer, with notice of five business days, may replace or correct such Material and charge the Vendor the additional cost occasioned the Buyer thereby, or terminate this Order for default.
No inspection (including source inspection) test, approval (including design approval) or acceptance of Material shall relieve the Vendor from responsibility for defects or other failures to meet the requirements of this Order. Rights granted to the Buyer in this article entitled INSPECTION are in addition to any other rights or remedies provided elsewhere in this Order or in Law.
BUYER’S PROPERTY IN SELLER’S POSSESSION
All tools, special dies, molds, patterns, jigs and any other property furnished to the Vendor by the Buyer or specifically paid for by the Buyer for use in the performance of this Order shall be and remain the property of the Buyer; shall be subject to removal at any time upon the Buyer’s demand; shall be used only in filling orders for the Buyer; shall be maintained in good order and condition and shall be clearly identified as the property of the Buyer. The Vendor assumes all liability for loss or damage to such property.
The Vendor agrees to indemnify, hold harmless and defend the Buyer, its employees, directors, officers, Agents and students with respect to all claims, suits, actions and proceedings of actual or alleged infringements of any Letter, Patent, Registered or Industrial Design, Trademark or Trade Name, Trade Secret, Copyright or other protected right in any country resulting from any sale, use or manufacture of any Material delivered hereunder and to pay and discharge all judgments, decrees, and awards rendered therein or by reason thereof and bear all expenses and legal fees (including the Buyer’s) associated herewith. The Buyer reserves the right to be represented in any such action by its own counsel at its own expense.
The Vendor will indemnify, defend and hold the Buyer, its directors, officers, employees, agents and students harmless from any loss, expense, claim or damage including reasonable defense costs, arising from any claim or action based on any acts or omissions of the Vendor, its employees, servants, agents or subcontractors. The Buyer reserves the right to be represented in any such action by its own counsel at its own expense.
The Vendor shall not assign this Order, any rights under this Order or any monies due or to become due hereunder nor delegate or subcontract any obligations or work hereunder without the prior written consent of the Buyer. No purported assignment nor delegation by the Vendor shall be binding on the Buyer without such consent.
The Buyer may cancel this Order in whole or in part at any time for cause by written, FAX, E-mail, or telex notice to the Vendor, effective when sent, in the event that the Vendor: (a) fails to comply with any term or condition of this Order including, but not limited to, delivery terms; or (be) appoints a receiver, liquidator or trustee in bankruptcy or other similar officer over any or all of its property or assets; or (c) files a voluntary petition in bankruptcy; or (d) has had filed against it an involuntary petition in bankruptcy which remains in effect for thirty (30) days; or (e) voluntarily ceases trading; or (f) merges with or is acquired by a third party; or (g) assigns any of its rights or obligations under the Order to a third party without the Buyer’s advance written consent.
The Buyer may without liability at least fourteen (14) days prior to the scheduled delivery date appearing on the Order defer delivery on any or every item under said Order by giving oral notice to the Vendor (confirmed in writing within ten (10) working days) of any necessary rescheduling.
PROPRIETARY INFORMATION/TITLE TO SPECIFICATIONS
All written information obtained by the Vendor from the Buyer in connection with this Order and which is identified as proprietary, including, but not limited to, any specifications, drawings, blueprints and software programs, shall remain the property of the Buyer, shall be used by the Vendor only to the extent necessary for performance of this Order and shall not be disclosed to any third parties without prior written consent of the Buyer.
The Vendor shall not make or authorize any news release, advertisement, or other disclosure, which shall deny or confirm the existence of this Order without prior written consent of the Buyer except as may be required to perform this Order.
SHIPPING, PACKAGING AND LABELING
All Material purchased hereunder must be packed and packaged to ensure its safe delivery in accordance with good commercial practice and where incorporated, the Buyer’s packaging specification.
The Vendor shall mark on all containers, handling and loading instructions, shipping information, part number, purchase order number and item number, quantity in box, shipment date, and names and addresses of the Vendor and the Buyer. An itemized packing list must accompany each shipment. Each packing slip shall include; this Order number, quantity, item description, order date, shipping date and delivery address, but shall not include pricing information.
All shipments of hazardous materials under this Order shall comply with current U.S. Department of Transportation (DOT) regulations as published in 49 CFR 100-199, and the labeling shall meet the current U. S. Occupational Safety and Health Administration (OSHA) regulations as published in 29 CFR 1910. 1200, for the transporting and labeling of hazardous materials. Material Safety Data Sheets (MSDS) shall be supplied with the first shipment of all hazardous materials, and these sheets shall be resubmitted if any changes or updates, as required, are made.
THE VENDOR AS AN INDEPENDENT CONTRACTOR
The Vendor shall perform the obligations of this Order as an independent contractor and under no circumstances shall it be considered an agent or employee of the Buyer. The Terms and Conditions of this Order shall not, in any way, be construed as to create a partnership or any other kind of joint undertaking or venture between the parties hereto. The Vendor expressly waives any and all rights, which may or may not exist to claim any relief under the Buyer’s comprehensive insurance policy, worker’s compensation or unemployment benefits.
STANDARDS OF CONDUCT
The Vendor must reassign its employees, agents and subcontractors working on the Buyer’s premises if any such personnel are deemed to be disruptive, dangerous, incompetent, or otherwise noncompliant with reasonable conduct guidelines, policies and procedures. At the Buyer’s request, the Vendor will distribute publications supplied by the Buyer regarding the Buyer’s policies, practices, and procedures, including, but not limited to, Affirmative Action and Sexual Harassment policies.
After each delivery of Material, pursuant to this Order, the Vendor shall send invoices including item number to the Buyer’s Accounts Payable Department. Payment of invoice shall not constitute acceptance of Material ordered and shall be subject to appropriate adjustment, if the Vendor failed to meet the requirements of this Order. The Buyer shall have right at any time to set-off any amounts due to the Vendor, (or any of its associated or affiliated companies) against any amounts owed by the Buyer with respect to this Order or any subsequent Order or any other contractual agreement between the parties hereto unless such set-off violates local law or regulations.
INSURANCE AND STATUTORY OBLIGATIONS
If any part of this Order involves the Vendor’s performance on the Buyer’s premises or at any place where the Buyer conducts operations, or with material or equipment furnished to the Vendor by the Buyer, the Vendor shall take all necessary precautions to prevent injury to persons or property during the progress of such work. The Vendor shall maintain public liability, personal injury, and property damage insurance and employer’s liability and compensation insurance, in an amount determined by the Buyer to be appropriate, to protect the Buyer from said risks and from any statutory liabilities whatsoever arising therefrom. The Vendor shall produce evidence of such insurance upon request by the Buyer.
The failure of the Buyer to insist in any instance upon the strict performance of any provision of this Order, or to exercise any right or privilege granted to the Buyer hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force.
NOTIFICATION OF HAZARDOUS PRODUCT
The Vendor hereby agrees to notify the Buyer of any inherent hazard related to the Material being purchased herein that would expose the hazard during handling, transportation, storage, use, resale, disposal or scrap. Said notice shall be sent to the Buyer’s Director of Purchasing and shall specify the product name and part number, the nature of the hazard, proper precautions that must be undertaken by the Buyer or others and any additional information that the Buyer should reasonably expect to know to protect its interest.
COMPLIANCE WITH LAWS
By acceptance of this Order, the Vendor agrees to comply with the requirements of Executive Order 11246, as amended, relating to Equal Employment Opportunity; Executive Order 11701, relating to the Employment of Veterans, and the Rehabilitation Act of 1973 and their implementing regulations at 41 CFR 60-250 and 41 CFR 60-741. The Vendor also agrees to comply with the Fair Labor Standards Act and the Occupational Safety and Health Act, and all other applicable federal, state, county, and local laws, ordinances, regulations and codes (including the procurement of required permits and certificates and compliance with the Small and Minority Business Investment Act known as Public Law 95-507) in the Vendor’s performance hereunder. Whether or not the Buyer provides a specification, if materials, services or containers furnished by the Vendor are required to be constructed, packaged, labeled or registered in a prescribed manner, the Vendor shall comply with the applicable federal, state, county and local laws, ordinances, regulations and codes. The Vendor further agrees to indemnify and hold the Buyer and its customers harmless from any loss or damage that may be sustained by the Buyer, by reason of the Vendor’s failure to comply with any federal, state, county or local laws, ordinance, regulations and codes.
The Buyer encourages the Vendor to provide opportunities and assistance to minority and women owned businesses in accessing the necessary channels to allow their maximum participation in the provision of goods and services. A minority owned business is defined as a business owned and operated by a person(s) who is a member of a minority group such as African American, Hispanic, Native American (American Indian), Asian American (Chinese, Korean, from India, Japanese, Pacific Islander), or Cape Verdean (from the Cape Verde Islands off the coast of Africa).
MANDATORY CLAUSES REQUIRED UNDER GOVERNMENT CONTRACTS OR SUBCONTRACTS
If a governmental contract number is shown on the face of this Order, clauses contained in the current issue of the Federal Acquisition Regulations (FAR) and supplements thereto, which the government makes mandatory for a contractor under a government contract to include in its subcontracts thereunder, will apply to this Order.
REPRODUCTION OF DOCUMENTATION
The Buyer shall have the right at no additional charge to use or incorporate all or portions of material found in the Vendor’s literature and/or reproduce the Vendor’s applicable literature such as operating and maintenance manuals, technical publications, prints, drawings, training manuals and other similar supporting documentation and sales literature. The Vendor agrees to advise the Buyer of any updated information relative to the foregoing literature and documentation with timely written notice.
LAW OF THE CONTRACT
This Order shall be governed by and interpreted in accordance with the laws of the State of Illinois.
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