Vendor Terms and Conditions
- This purchase order(“Order”) becomes a binding contract on the tens set forth herein when it is accepted by Seller by acknowledgment or by commencement of performance. Purchaser’s acceptance and receipt of the Goods (the materials, supplies, articles, equipment, structures, work or services covered by this Order) is expressly conditioned upon Seller’s consent and assent to the terms and conditions stated herein. If Seller fails to execute this Order, Seller’s delivery of the Goods shall be deemed Seller’s consent and assent to the terms and condition hereof. If any matter is written or typed into this printed Order other than such as is necessary to fill the blanks provided herein, such matters shall be deemed an addition to the Order and it is specifically understood and agreed that such added matter is not in any manner whatsoever intended to alter the meaning or intention of the printed clauses of this Order. In case of conflict or inconsistency between the printed portions and the written or typed additions, the printed portions shall control and any written or typed clause in conflict therewith shall be treated as null and void. Acceptance is expressly limited to the terms and conditions set forth herein and any additional or different terms proposed by Seller are rejected unless expressly assented to in writing. If during the dealing. Purchaser, its affiliates, subsidiaries, successors or assigns (the “Purchaser”) signs or otherwise accepts any documents or forms submitted by Seller containing any tens or conditions contrary to or in addition to those of Purchaser set forth herein, such documents and forms shall be deemed to have been used for the mere convenience of Purchaser and Seller in the conduct of their internal business affairs and not for the purpose of varying the terms and conditions of this Order. No terms or conditions heretofore stated by Seller or stated by Seller in accepting or acknowledging this Order shall be binding upon Purchaser unless expressly accepted in writing by Purchaser. The terms and conditions of this Order shall constitute entirely the terms and conditions between the parties with respect to the transaction covered hereby and no waiver, alteration, or modification shall be binding on Purchaser unless in writing and signed by an authorized officer of Purchaser at its corporate office. Terms and conditions contained in any Seller’s documents presented to the Purchaser relating to the sale of the Goods are invalid, unenforceable and terminated upon delivery of the Goods to Purchaser.
- Seller and Purchaser acknowledge and agree that upon execution of this Order by a proper representative of each as provided herein, a facsimile copy hereof transmitted by telephone, wire or wireless equipment shall for all purposes be valid, binding, enforceable and admissible into evidence to the same extent and with the same force as an original Order.
- Any acceptance whatever of Goods by Purchaser is without prejudice to the rights of Purchaser with respect to any breach by Seller of this Order or otherwise, and under no circumstances shall any acceptance of any other aet or omission by Purchaser constitute a waiver of its rights under this Order or otherwise unless such waiver is expressly made in writing by an authorized officer of Purchaser at its corporate office.
- When specifications are referred to on the face of this Order, such specifications shall be deemed to be an integral part hereof as it fully set out herein Purchaser shalt have the right to change from time to time any of the drawings, specifications or instructions for Goods covered by this Order and Seller agrees to comply with such change notice. If such changes result in a decrease or increase in the Seller’s cost or in the time for performance, and adjustment in the price and/or time for performance will be made by the parties in writing. provided, however, that the Seller shall notify Purchaser of the request for such adjustments within seven days after receipt by it of the change notice. The purchaser may terminate the purchase of Goods under this Order in whole or part at any time by written notice to the Setler. Such notice shall state the extent and effective date of such termination and, upon receipt thereof, Seller will comply with the directions and the placement of further orders or subcontracts hereunder.
- Seller expressly warrants that all Goods will conform to the specifications, drawings, samples, and other descriptions furnished or adopted by Purchaser and will be merchantable, of good material and workmanship, and free from all defects. In addition to any other remedies Purchaser may have, Purchaser may reject Goods not conforming to the foregoing warranties, whether such Goods shall have been previously accepted by Purchaser of any prior payment has been made thereon. If such Goods are rejected, Purchaser shall notify Seller in writing and Purchaser, at its option and at the expense and risk of Seller, may either return such rejected Goods to Seller or hold them for such disposal as Seller shall indicate or as Purchaser deems reasonable, without notice to any other person whomsoever, notwithstanding any assignment by Seller of this Order or of any payments due hereunder. Any payments made on such rejected Goods shall be refunded to Purchaser within five (5) days of rejection, and if not so refunded, Seller agrees to pay interest at the rate of 18% or the highest rate allowed by law, whichever is higher. The warranties of Seller, together with its service guarantees, shall run to Purchaser and its customers.
- Seller shall indemnify and hold Purchaser and its employees harmless from and against all claims, suits, judgments, or expenses, including attorney’s fees, arising out of or relating to alleged negligence or actual negligence in the formulation or manufacture of any Goods sold by the Seller to Purchaser hereunder, or upon any alleged defect or actual defect in Goods, or upon a claim that the Goods were not of merchantable quality or that they were not lit for the purposes for which they were intended.
- The quantity of price of Goods, as indicated on the face hereof, shall not be increased without written authority being first obtained from the Purchaser’s Purchasing Department.
- All Goods are F.O.B. Purchaser’s designated place of delivery and if Purchaser does not designate a place of delivery, then Seller shall deliver the Goods F.0.B. Purchaser’s place of business. Seller shall not ensure any shipments or declare excess valuation on express shipments for Purchaser’s account. Seller will be charged with any costs incurred by the Purchaser arising out of Sellers failure to conform to the foregoing.
- Except as provided in Paragraph (I) hereof, Seller’s failure to furnish Goods conforming to Purchaser’s specifications and Seller’s warranties within the time specified shall, at the option of Purchaser, relieve Purchaser of any obligation to accept such Goods, as well as any undelivered installments of Goods, If Seller fails to deliver such conforming Goods within the time specified Purchaser may effect cover and Seller shall be liable for any and all loss, damages, and expenses, including attorney’s fees, incurred by Purchaser as a result thereof, Any failure by Purchaser to affect cover with respect to any installment shall not constitute a waiver with respect to subsequent installment(s).
- If Seller or its successors or assigns becomes bankrupt or insolvent, or if Seller makes an assignment for the benefit of creditors, Purchaser shall have the right to immediately cancel and rescind this Order.
- Time is of the essence in the performance of this Order. Failure to meet agreed upon delivery date(s) shall be considered breach of contract in addition to any other rights or remedies Purchaser may have if Seller fails to deliver conforming Goods within the time specified. The seller agrees to pay Purchaser any penalty and damages imposed upon or incurred by Purchaser caused by the failure of Seller to deliver the Goods on such delivery date. Purchaser shall not be liable for failure to accept Goods hereunder because of a “cause beyond the control” of Purchaser. “Cause beyond control” of Seller or Purchaser, as the case may be shall only include acts of God, not strike or any act of any Government, foreign or domestic. Any such delay or failure to deliver by Seller shall give the Purchaser the right, at its option, to cancel such a portion of this Order as it may elect.
- Seller shall not charge Purchaser for packing. boxing or cartage. Damage to any Goods not packed to ensure protection will be charged to Seller. Each package must contain a memorandum showing shipper’s name, contents of package and purchase order number of Purchaser.
- Invoices in duplicate must be mailed immediately after shipment of goods. Except upon written notice to Purchaser prior to shipment, all invoices charges must be supported by prepaid receipted transportation bill. Monthly statements must be mailed to the Purchaser within five days after the first of each month. Invoice payment dates and discounts will be computed from the date the Goods are accepted by the Purchaser or from the receipt of invoice, whichever is the latter.
- Seller warrants that the Goods furnished hereunder, and the use of thereof, do not infringe any patent, trademark or copyright foreign or domestic. Seller will, at its sole cost and expense, indemnify and hold Purchaser harmless from and against all liability, loss, damage, expense, including attorney fees, arising out of or related to allegations that the Goods or any thereof constitute infringement Purchaser, its agents, employees and customers, shall have a free and unrestricted right and license to use the Goods.
- Whenever Seller have in its possession property of Purchaser, Seller shall be deemed an insurer thereof shall be responsible for the safe return of such property to Purchaser.
- If this Order calls for services and /or work to be performed by Seller, it is agreed that:
(a) Seller will keep Purchaser’s and its customer’s premises free and clear of all liens and encumbrances of any kind or character and Seller shall furnish purchaser proper affidavits and ‘or waivers certifying there.
(b) The services or work will remain at Seller’s risk until written acceptance thereof by Purchaser.
(c) Seller shall furnish certificates of insurance to Purchaser’s insurance department prior to start of work on Purchaser’s or its customer’s premises evidencing insurance coverage of a character and amount satisfactory to Purchaser to cover all loss, damage, or liability arising hereunder. All work performed by Seller shall be in accordance with applicable safety rules, procedures and regulations. - Seller will indemnify, defend and hold Purchaser harmless from all liability for loss, damage, or injury to person or property of whatever kind, in any manner arising out of or incident to the performance of this Order.
- Seller will indemnify, defend and hold Purchaser harmless from all liability, loss, damage, claim, demand or suit made or brought on account of any violation by Seller or its affiliates, subsidiaries, or agents of the terms or provisions of any applicable Workman’s compensation and ‘or unemployment law. Seller and all those performing services on behalf of Seller will furnish Purchaser with proper evidence of compliance and Insurance against all liability under such laws.
- Seller’s acceptance of this Order shall constitute warranty to the Purchaser that all Goods to be manufactured or furnished hereunder will be manufactured or fabricated in compliance with applicable provisions of the Walsh-Healy Act and the Fair Labor Standards Aet, as amended and lawful regulations under such acts. In order to be processed for payment, each invoice must cany proper certification that the Goods invoiced were produced in compliance with the Fair Labor Standards Act, as amended, and with the regulations of the United States Department of Labor issued there under.
- Sellers acceptance of this order shall constitute a warranty to Purchaser that the prices specified do not exceed any applicable maximum ceiling prices. Seller agrees that if the Government, pursuant to the Defense Production Act, as amended, or other applicable or by valid order, rule or regulation issued there under, shall establish a maximum price for any of the Goods covered by this order, which is lower that the price stated herein, the price to be paid hereunder for such Goods shall be the maximum price as of the date of delivery of such Goods. The establishment of any such ceiling price shall not otherwise affect the rights of the parties hereunder nor shall it constitute a cause for termination or avoidance of this order by either of the parties hereto.
- Any and all actions relating to the Goods and ‘or delivery thereof initiated by Seller shall be in Jefferson County, Kentucky. The interpretation, Construction and enforcement of this contract shall be pursuant to the laws of Kentucky without regard to choice of law rules. Seller shall be liable for and pay Purchaser’s costs and expenses including reasonable attorney fees and court costs, arising out of or relating to this Order and enforcement of Purchaser rights or remedies pursuant hereto. Failure of purchasers to insist upon the terms and ‘or conditions stated herein at any time or under any circumstances shall not be deemed a waiver of such terms or conditions at any other time under any circumstances or the same circumstances.
- If any terms and conditions of this Order are deemed to be invalid or Unenforceable by court of competent jurisdiction, the parties agree that the other terns of this Agreement shalt be binding and enforceable and such unenforceable and invalid terms and conditions shall be constructed to be enforceable to the fullest extent provided by law.