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part by the negligence or other fault of any Indemnified Parry hereunder;provided that Seller shall not be
<br /> PURCHASE ORDER TERMS AND CONDITIONS liable for Losses caused by the sole negligence or willful misconduct of any Indemnified Party.
<br /> Sellers indemnification obligations under this Section 12 shall not be limited by applicable Workers'
<br /> 1erms The terms and conditions of this Purchase Order,including those on the face hereof and Compensation or other disability or employee benefit laws,and,solely as respects the indemnities set forth
<br /> those set Forth below and in the Supplemental Terms and Conditions attached hereto,If any,represent in this Section,Seller hereby expressly waives any rights it may have to assert any immunities or defenses
<br /> the entire agreement between Seller and Buyer.Acceptance is limited to the terms and conditions of this that it may have under such laws against any Indemnified Party.
<br /> Purchase Order,and no purported revisions of,additions to,or deletions from this Purchase Order shall
<br /> be effective,whether in Seller's proposal,invoice,acknowledgment or otherwise,and no local,general or 17. Labor.Work and Services:Insurance In supplying any services hereunder,Seller warrants that it is.end
<br /> trade custom or usage,shall be deemed to affect any variation herein unless expressly agreed to in undertakes such performance as,an independent contractor,with sole responsibility for the payment of all Federal
<br /> writing by Buyers authorized representative.The delivery of any goods or the furnishing of any services and/or State Unemployment Insurance,Social Security and/or renes s shat taxes incurred hereunder. Any
<br /> pursuant to this Purchase Order shall constitute acceptance by Seller of this Purchase Order subject lo,and in performance by Seller under this Purchase Order l Buyers premises shall ti n full compliance with Buyers safety
<br /> strict accordance with,all of its terms and conditions.To the extent that terms appearing on the face of this and dingotherules and procedures and with all federal and stale laws and regulations regarding twenceme t safety,
<br /> Purchase Order are inconsistent with those set forth herein,the terms on the face shall govern.Any reference on including without hereunder
<br /> on ion,laws pertaining to occupational the safety and healon. Prior to Commencement of any
<br /> the face of this Purchase Order to Sellers proposal shall be exclusive of any terms and conditions attached to or services neefollo ion Buyers premises and until the satisfactorya 'occ completion thereof,Seller shall,at its expense.
<br /> relered to therein. maintain the following minimum insurance Coverages on an'occurrence'basis(and not on a'ClaimS made'basis):
<br /> 2 Specifications All goods and services furnished pursuant to this Purchase Order shall strictly conform to the Kind or Insurance klmimum Limits
<br /> specifications,descriptions and warranties set forth in this Purchase Order. No change in this Purchase Order Workers'Compensation Statutory
<br /> snail be made except upon written application to,and subsequent written authority of Buyer.
<br /> 7 Time and Place of Delivery•Buyer's Inspection•Acceptance Time is of the essence of this Purchase Employers liability SI.000.000 bodily Injury 0 accident,each accident
<br /> Order Delivery will De made as specified on Ina race o!eMs Purc^ase Order Buyer reserves the right to reject 51,000,000 Doody injury
<br /> by c:;l:cy
<br /> g.,=aria m ej,_1 j,!ar Illy perti n e':ha=r:n.y;.. ,a'to__Ic dei,ver at the time and disease. !in.0
<br /> place specified Buyers accept;:,ce of any par,;I a;t.:pman;not je.rvered as sprcr,ed nerem shall not aehgata SLCG. ==:'- ;d=�sease.each employoe
<br /> Buyer 10 accept the remainder of that 5hipmenl or any future Shipments. It Seller Is required to provide Material Commercial General Liability, Combined Single Limits:
<br /> Safety Data Sheets,they will be delivered to Buyer prior to delivery of any goods under INS Purchase Order.All including Products/Completed 51,000.000 Occurrence
<br /> goods shall be received subject to Buyers inspection and acceptance.and subject to Buyers fight to rated and Operations and Broad Form 51.000.000 Aggregate
<br /> return at Sellers expense goods which fail to conform strictly to the requirements of this Purchase Order.All Vendors Endorsement S1,000.00O Products!Completed Operations Aggregate
<br /> materials are subject to inspection and testing by Buyer at manufacturers plant
<br /> 4. Extension of Time of Delivery. Buyer snail not be liable to Seller for any failure of Buyer to take any delivery Business(AnAutLiability Combined Single limits:
<br /> Hereunder when due.if occasioned by any event beyond Buyers reasonable controh including without limitation Symbol 1(Any Auto)including S1.000.000 per aCC:dert
<br /> fire.flood.earthquake,lightning or other aces of God,acts of,or compliance with the directions O(.civil or military Hired and Non•Owned Autos
<br /> a itnoity Including any federal,slate or local agency or authorityi wars:riots,insurrections:sabotage;accident. Seller shall furnish to Buyer certificates of insurance showing the above coverages and providing for at least thirty
<br /> embargo,strike or other labor trouble:interruption of or delay in transportation:shortage or failure of supply of (30)days prior written notice of cancellation or modification and naming Buyer as an additional insured.It Seller fads
<br /> materials:or equipment breakdown. At Buyers option,the time for delivery hereunder shall be extended to the to Furman such certificates or maintain such insurance.Buyer shall have the right to cancel this Purchase Order
<br /> extent of the delay occasioned by any such circumstance and the deliveries so omitted shall be made during the immediately Seller,for itself and its insurers.hereby waives subrogation against Buyer,and Seller agrees that.with
<br /> period of such extension. respect to claims against Buyer arising out of Sellers performance hereunder,Sellers insurance shall be primary and
<br /> 5. Risk of Loss. Risk of loss of an goods sold hereunder snail transfer to Buyer at me lima and place of Buyers insurance shall be excess.Sellers obligations to maintain such insurance shall in no way limit the liability or
<br /> Y obligations assumed by Seller hereunder.
<br /> delivery:provided that risk of loss prior to actual receipt of the goods by Buyer shall nonetheless remain with
<br /> Seller. tai Laws and Regulations. All goods furnished or services rendered pursuant to this Purchase Order shall be
<br /> produced.sold.delivered,or rendered to Buyer in compliance with all applicable laws and regulations,including
<br /> S.
<br /> O Shipman Goods must be snipped i Ilio particular route,any method and carrier in staled in this Purchase allhave
<br /> without limitation,the Federal Fair Labor Standards Act of 1938,as amended,Title VII of he Civil Rights Act of
<br /> Order. In the event that Seller fails to snip goods on or before any scheduled shipping date,Buyer snail have the 1964,as amended.the Age Discrimination in Employment Act of 1967.Section 503 of the Rehabilitation Act of 1973.
<br /> right to specify a more rapid method of shipment than was specified originally and Seller snail bear,at no Executive Order 11246,Section 402 of the Vietnam Veterans'Readjustment Assistance Act of 1974,the
<br /> additional cost to Buyer,any Increased costs occasioned thereby. Occupational Safety and Health Act of 1970,as amended('OSHA'),(in the event of a Conflict between the
<br /> 7. Packing Marking and Invoicing. A packing list shall be included with each shipment Two copies of requirements of OSHA and any industry Bodes or standards applicable to this Purchase Ober,the more stringent
<br /> p g regwremenl shall apply).the Noise Control Act or 1972,all applicable environmental laws and regulalions.Including
<br /> Sellers mvmces,together with original bills of lading.properly signed by tamers representative,shall be without limitation,the Solid Waste Disposal Act,as amended by the Resource Conservation and Recovery Act of
<br /> forwarded to Buyer not later than the day after shipments are made Individual invoices shall be issued for each 1976,and the standards of accessibility set forth in Section 402 of the Ameriuns with Disabilities Act,and the rules.
<br /> separate shipment. Buyer snail not be charged for packaging,boxing,crating or cartage An Invoices,pack.rg regulations and orders pertaining to the above.
<br /> lists,bills of lading,and each separate package within each shipment shall Clearly reference piece number.
<br /> Buyers Purchase Order number and Sellers packing slip number.Partial shipments must be identified as Such on Seller also agrees that the following clauses from he Code of Federal Regulations shall also apply to this Purchase
<br /> the shipping memoranda and invoices. Order and shall be incorporated herein by reference: the Equal Employment Opportunity Clause.the Certification of
<br /> Nonsegregated Facilities required by paragraph(7)of Executive Order 11246.the Utilization of Minority Business
<br /> 8. Payment:Waiver of liens. Payment will De made lollowinq receipt and acceptance of the goods and receipt, Enterprises and me Minority Business Enterprises Subcontracting program clauses.the Affirmative Action For
<br /> in proper form and substance,of all documentation required by this Purchase Order. Seller shall furnish to Buyer Handiupped Workers clause,and the Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era
<br /> any analysis or boe3lidO n or the price as Buyer may reasonably request. This Purchase Order shalt not be Filled clause are.by!His reference.incorporated herein and made part hereof.
<br /> at prices higher than last quoted or charged by Seller,except as expressly agreed by Buyer. As a condition to
<br /> any payment hereunder.Seller shall furnish to Buyer,upon request,an executed waiver of liens and claims in 15.Termination Buyer may at any time,without Cause.terminate this Purchase Order in whole or in part upon
<br /> forth reasonably satisfactory to Buyer. Seller agrees to indemnify,defend and hold harmless Buyer from and written notice to Seller. In such event,Seller shall be entitled to a reasonable lamination fee Consisting of a
<br /> against any and all liens and encumbrances arising out of Sellers performance of this Purchase Order or rising percentage of the Purchase Order price reflecting the percentage of the work,goods delivered of services property
<br /> out of any claim for payment by any laborer,subcontractor or supplier of Sellerperformed prior to termination. Payment of such termination fee shall be Sellers sole remedy Upon Buyers
<br /> request.Seller shall preserve,protect and deliver to Buyer,at Buyers expense,materials on hand,work in progress.
<br /> 9 Sellers Warranties. Seller expressly warrants that for a period of one year after Buyers acceptance o1 the and completed work,both in its own and in its suppliers'plants.
<br /> goods or services hereunder,or for such longer period as may be expressly provided in this Purchase Order or
<br /> under applicable law.all goods and services Covered by this Purchase Order will:(a)strictly Conform to Sellers 16. Assignment and Set-0ff Seller shall not assign its rights or delegate its performance hereunder,nor any
<br /> specifications.drawings,samples and other written materials and descriptions.or,to the extent the goods were. interest herein.without Buyers prior written consent and any attempted assignment or delegation without such
<br /> purchased to Buyers specifications and drawings as set forth or referred to in this Purchase Order.that the goods consent shall be void. Buyer shall be entitled at all times to set-off any amount owing from Seller to Buyer.whether
<br /> strictly conform with those specifications and drawings,(b)be free from defects in design.material and under this Purchase Order or otherwise.against any amounts otherwise payable to Seller
<br /> workmanship:(c)be of merchantable quality and suitable for the particular purposes intended.whether express or
<br /> reasonably implied;(d)accurately recognize and/or process data that contains or references dates later than 17.Confidentiality. Seller and its directors.officers,employees and agents shall not disclose to any third party any
<br /> December 71,1999 and(e)bear all warnings.labels,and markings required by applicable laws and regulations. information pertaining to the goods provided or services performed hereunder,or pertaining to Buyers business or
<br /> In addition,Seller warants that: (e)none of the goods Covered hereby.to the extent they are subject to laws operations which+Seller obtains or has access to in connection herewith,without the prior written Consent of Buyer.
<br /> pronibiling adulteration or misbranding.is adulterated or misbranded within the meaning of such taws as of:he
<br /> date of delivery to Buyer,(f)all goods covered hereby may be introduced into interstate Commerce without 18. No Waiver of Defaults.No failure by Buyer to enforce at any time any of the terns or conditions of this
<br /> violation of applicable laws and regulations:(g)all services have been performed in a good and workmanlike Purchase Order shall constitute a waiver thereof or in any way impair Buyers right at any time to avail itself Of such
<br /> manner and(h)all goods and services fumished or rendered pursuant to this Purchase Order have been remedies as it may have to enforce such terms or Conditions. No waiver by Buyer hereunder w0 be effective unless
<br /> produced,sold,delivered or rendered to Buyer in compliance with all applicable laws and regulations,including in writing and signed Dy Buyer.
<br /> those set forth in Section 14.
<br /> 19.Surlival'Remetlies CumWative. All agreements and representations el Seller herein(including those
<br /> 10. Buyers Remedies.Buyers acceptance of all or any pan of Ise goods or services provided hereunder shall regarding,c. fdefflj ty,intlemnifiution and waranlies)shall survive delivery and final payment hereunder,or any
<br /> not be deemed a waiver of the failure of such goods or services to conform to all of the warranties set forth in earlier lamination hereof.All of the rights and remedies available to Buyer hereunder are in addition to,and not in
<br /> Section 9. Buyer retains the right to cancel any portion of the remaining order,to reject any portion of the goods limitation of,the rights and remedies otherwise available at law or in equity.
<br /> or services delivered,or to revoke acceptance as to any Portion of the goods or services accepted.and return
<br /> such goods to Seller and to recover the purchase price.any excess costs of Dover,and damages.including 20. Governing Law. This Purchase Order shall be governed by the laws of the state from which Buyer issues this
<br /> manufacturing costs.Costs of removal or recall,transportation and Custodial expenses.injury to person or Purchase Order,without giving effect to its principles of conflicts of law.
<br /> properly inured by Buyer,all in addition to Buyers other remedies under this Purchase Order or applicable law.
<br /> If Seller becomes insolvent or makes an assignment for the benefit of creditors,or files or has filed against 4 any
<br /> petition in bankruptcy.Buyer shall have the right to Cancel this Purchase Order immediately. 12198
<br /> 11 Patent Copyrights Trademarks. Seller warrants that the goods furnished under or used in Connection with
<br /> this Purchase Order(except those furnished according to Buyers specific design)and Buyers express or
<br /> reasonably implied intended use thereof,do not and will not infringe any patent,copyright,trademark,!rade secret
<br /> or other proprietary right of any third party. If any claim,suit or proceeding is made or instituted against Buyer
<br /> alleging any such infringement,Seller shall Indemnify,defend and hold Buyer harmless from and against any
<br /> damages,liabilities.judgments.costs and expenses(including without limitation reasonable atiomey's fees)it
<br /> may incur in Connection with any such claim.suit or proceeding. In the event that the goods or Buyers use is
<br /> held in any suitor proceeding to Constitute an infringement,or it Seller determines that there is a substantial nsk
<br /> Of
<br /> a finding of such infringement,Seiler agrees.as appropriate.and at Its expense to: (a)procure for Buyer,at no
<br /> expense to Buyer,the right to continue using the goods.(b)replace the goods with equivalent goods that meet the
<br /> requirements of this Purchase Order and that do not infringe any such rights,or(c)modify the goods so that they
<br /> become non-infringing.
<br /> _12.INDEMNIFICATION To the fullest extent permitted by law.Seller agrees to indemnify,defend.and
<br /> hold harmless Buyer,its affiliates,and their respective directors,officers,employees and agents(the
<br /> "Indemnified Parties")from and against all claims,demands,causes of action,losses,costs and
<br /> expanses(including without limitation reasonable attorneys'fees)(collectively,"Losses")arising out of
<br /> or incident to Sellers performance hereunder,or the presence of Seller,its employees,agents or invitees
<br /> ("Seller Parties")on Buyers premises,provided that such Losses are attributable to(a)the negligence or
<br /> willful misconduct of the Seller Parties,(b)the failure of the Seller Parties to comply with applicable
<br /> Laws,(e)the failure of Sellers Computer software,fl-re,hardware,or systems,or of the software,
<br /> firmware,hardware,or systems incorporated or otnerwisa used in Sailers goads or in providing Sellers
<br /> services,to accurately recognize and/or process data that contains or references dates later than
<br /> December 31,1999,or(d)bodily injury,sickness,disease or death(including but not limited to bodily
<br /> injury,sickness,disease or death of the employees of Seller or Buyer),or to damage to or destruction of
<br /> Tangible property(Including the loss of use thereof);in each case regardless of whether or not caused in
<br /> 14315.02 -1- Rev.12/93
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