|
TERMS
& CONDITIONS >
Terms & Conditions of
Purchase
Product Resources
Terms and Conditions
of Purchase
1.
Governing Terms:
a. These Terms and Conditions
of Purchase (“Terms”)
shall apply to the purchase
by Product Resources of the
products and/or services (“Products”)
described in the Purchase
Order, Quotation, Sales Order,
Acknowledgement, or other
contract documentation to
which these Terms are attached,
incorporated by reference,
and made an integral part
(the “Contract Documents”)
Except as expressly agreed
by authorized representatives
of both parties in writing,
not other terms and conditions,
including any terms and conditions
attached to Seller’s
quotation, acknowledgement,
or other contract documentation
shall apply to Product Resources’s
purchase of the Products.
Sellers shipment of any Product
of performance of any purchase
order or contract shall constitute
acceptance of these Terms.
As used herein, “Contract”
refers to the applicable order
pursuant to which the Seller
is selling the Products to
Product Resources.
2.
Invoices:
a. Seller shall invoice at
the prices agreed upon in
the Contract Document. Seller’s
price shall include and Seller
shall be responsible for all
applicable taxes and duties.
Seller’s invoice shall
identify the country of origin
of each product sold to Product Resources.
Payment shall be due fifty-five
(55) days from Product Resources’s
acceptance of Products or
receipt of a proper invoice,
whichever is later. Discounts
shall apply to payments mailed
within the stated period,
starting from the later of
receipt of a proper invoice
or delivery at destination.
3.
Packaging and Shipment:
a. Seller shall comply with
Product Resources’s shipping instructions
and suitably wrap, box, and/or
crate all products to protect
against the hazards of shipment,
storage, and exposure at its
own expense. All packages
containing hazardous materials
or dangerous goods shall confirm
to all applicable regulations.
Seller shall provide hazardous
material data sheets promptly
upon request. All packages
must be labeled with any applicable
purchase order number and
include itemized packing slips.
Unless otherwise agreed in
the Contract Documents, title
and risk of loss for Products
shall pass at Product Resources receiving.
4.
Property furnished by Product Resources:
a. All items furnished or
paid for by Product Resources shall remain
Product Resources’s property, shall
not be disclosed to third
parties or used for any purpose
other than performing Product Resources
purchase orders, and shall
be returned to Product Resources immediately
upon request. Seller shall
bear risk of loss and shall
insure such items for their
full replacement value. Seller
shall mark all Product Resources owned tooling
and equipment with the name
“Product Resources”,
along with drawing or tool
number if applicable.
5.
Warranties: Seller expressly
warrants:
a. that the material will
conform to the specifications,
drawings, samples or other
description specified by Purchaser,
or if none so specified, to
Seller’s standard specifications
for such material, will be
new unless specified to the
contrary on the face hereof,
will be free from defects
in material and workmanship,
will be free from all liens
and encumbrances, and will
conform to any affirmation
of fact made on the container
and label;
b. that the material will
be adequately contained, marked,
and labeled in compliance
with all applicable laws and
regulations, and that instructions
and information, including
but not limited to Material
Safety Data Sheets, required
by law or necessary for the
safe and proper use of the
material will be provided
to Purchase as follows:
Product Resources:
Attn- Purchasing Dept.
18 Blacksmith Road
P.O. Box 351
Feeding Hills, MA 01030
USA
c. that it has good and marketable
title to the material
d. that the use or sale of
the material purchased hereunder
will not infringe any valid
patent claims covering the
material itself, but does
not warrant against infringement
by reason of the use there
of in combination with other
materials or in the practice
of any process; and
e. that it will indemnify,
defend, and hold Purchaser,
its directors, officers and
employees free and harmless
from any loss, damage, injury
(including death), fine, penalty
or expense resulting from
Seller’s failure to
furnish material or perform
services that conform with
any warranty contained herein.
6.
Taxes:
a. On all invoices, Seller
shall bill separately, for
all applicable manufacturers’,
excise, sales or use taxes,
except that in the event the
purchase is designated “Non-Taxable”
state, country or municipal
sales and use taxes shall
not be billed and Purchaser
will furnish Seller, upon
request, with appropriate
exemption certificate or direct
pay permit authorizing purchase
without payment of such sales
and use taxes.
7.
Cash Discount Terms:
a. Cash discount terms are
to be indicated on the invoice.
Discount period is to be calculated
from date invoice is received
by Purchaser or date material
is received, whichever is
later. Payment of your invoice
to avail ourselves of the
cash discount before material
has been inspected at our
plant does not release your
account from adjustment for
any shortage or rejection
for any reason.
8.
Freight:
a. If freight is allowed,
all freight charges must be
prepaid. If freight is prepaid
and to be added to invoice,
copy of freight bill must
be attached to the invoice.
Use routing specified, otherwise
extra expense will be charged
to Seller. If routing is not
specified, ship by cheapest
way.
9.
Government Contracts:
a. As the material may be
used by Purchaser in the performance
of government contracts or
subcontracts, Seller certifies
compliance with Executive
Order No. 11246, as amended
Executive Order No. 11625,
the Rehabilitation Act of
1973, the Vietnam Era Veterans
Readjustment Act of 1974,
the Equal Employment Opportunity
Act of 1972 and the various
rules, regulations and guidelines
implementing these Executive
Orders and Acts.
10.
Force Majeure:
a. In the event of war, flood,
strike, labor trouble, accident,
riot, act of government authority,
acts of God or contingencies
beyond the control of either
party hereto interfering with
the production, transportation
or consumption of the material
covered hereby, or with the
supply of any raw material
used in connection therewith,
neither party shall be liable
to the other and this purchase
order shall remain unaffected
except that the Buyer at its
option may elect either to
have the quantities so affected
eliminated without liability
or to extend the period for
delivery of the quantities
so affected by a period equal
to the period any such cause
and the effects thereof persist.
11.
Assignment:
a. This purchase order is
not assignable or transferable
by Purchaser or Seller in
whole or in part except with
the prior written consent
of the other party hereto
and any assignment or transfer
without such prior consent
shall be void.
12.
Nonwaiver:
a. Failure by either party
to require performance by
the other party of any obligation
shall in no way affect any
right thereafter to enforce
any obligation; nor shall
waiver by either party of
any breach be held to be a
waiver of any later breach.
13.
Entire Agreement:
a. Except when issued to carry
out a written contract between
the parties, this purchase
order constitutes the entire
agreement of sale and purchase
of the material and is expressly
limited to and made conditional
upon the acceptance of all
the terms and conditions.
Any additional or different
terms or conditions contained
in any prior quotation or
that may be contained in any
acknowledgment of this purchase
order shall be deemed objected
to by Purchaser without further
notice of objection and shall
be of no effect nor under
any circumstances binding
upon Purchaser. Seller shall
be deemed to have assented
to all terms and conditions
hereof if any of the material
is shipped to Purchaser.
14.
Price:
a. This order must not be
filled at higher price than
last quoted or changed without
notification and authority.
15.
Extra Charges:
a. No charges of any kind,
including charges for boxing,
packing, loading, bracing
or cartage will be allowed
unless specifically agreed
to by Purchaser in writing.
16.
Delivery Schedule:
a. Unless otherwise agreed
in writing, Seller shall not
make material commitments
or production arrangements
in excess of the amount or
in advance of the time necessary
to meet Purchaser’s
delivery schedule. It is Seller’s
responsibility to comply with
this schedule, but not to
anticipate Purchaser’s
requirements. Goods shipped
to Purchaser in advance of
schedule may be returned to
Seller at Seller’s expense.
17.
Inspection:
a. “All material and/or
workmanship furnished in performance
of this purchase order shall
be subject to inspection and
testing by Product Resources
their customers and/or regulating
agencies at their discretion.
The inspections and testing
shall take place during manufacturing
when practical, jointly with
the supplier.”
b. Product Resources may reject nonconforming
Products or require Seller
to correct the defects without
charge.
c. Payment for Product shall
not constitute acceptance.
18.
Delays in delivery:
a. Time is of the essence,
but the Seller will not be
liable for damages for delay
in delivery due to causes
beyond its reasonable control
and without its reasonable
control and without its fault
or negligence. If Seller,
however for any reason does
not comply with Purchaser’s
delivery schedule, Purchaser
in addition to remedies provided
by law, at its option may
either approve a revised schedule
or may terminate the order
without liability to Seller
on account thereof. If Purchaser
approves a revised delivery
schedule and directs Seller
to ship by a method other
than that indicated on the
face of this order, Seller
agrees to pay any additional
transportation charges incurred
as a result of such direction.
19.
Cancellation:
a. The Purchaser may cancel
this order at any time upon
written notice and payment
of reasonable and proper cancellation
charges which include a profit
only on work performed to
date of receipt of the notice
of cancellation.
20.
OSHA Compliance:
a. Seller warrants that the
product sold to the Purchaser
shall comply with current
OSHA standards. In the event
that product does not confirm
to OSHA standards, the Purchaser
may return the product for
correction or replacement
at the Seller’s expense.
In the event the seller fails
to make the appropriate correction
within a reasonable time,
correction made by the Purchaser
will be at the Seller’s
expense.
21.
For work on Purchaser’s
or it’s Customer’s
premises:
a. If Seller’s work
under the order involves operations
by Seller on the premises
of Purchaser or one of its
Customers, Seller shall take
all necessary precautions
to prevent the occurrence
of any injury to person or
property during the progress
of such work. Except to the
extent that any such injury
is due solely and directly
to Purchaser’s or Customer’s
negligence, as the case may
be. Seller shall indemnify
Purchaser against all loss
which may result in anyway
from any act or omission of
the Seller, its agents, employees,
or subcontractors. Seller
shall maintain such Public
Liability, Property Damage
and Employee’s Liability
and Compensation insurance
as will protect Purchaser
from said risks and from any
claims under any applicable
Workmen’s Compensation
and occupational Disease Acts.
22.
Disclosure of Knowledge of
Information:
a. Any knowledge of information
which the seller shall have
disclosed or may hereafter
disclose to the Purchaser
in connection with a request
for a quotation or the purchase
of goods or the services covered
by this order, shall not,
unless otherwise specifically
agreed upon in writing by
the Purchase, be deemed to
be confidential or proprietary
information and shall be acquired,
free from any restrictions,
other than a claim for patent
infringement as part of the
consideration for this order.
23.
Patent Indemnity:
a. Seller shall indemnify,
defend, and hold Product Resources and subsequent
owners of the Products harmless
against any and all actions,
claims, liabilities, costs,
damages, and expenses (including
reasonable attorneys fees),
with respect to actual or
alleged infringement of any
intellectual property rights
arising out of, resulting
from , or caused by the manufacture,
sale, delivery, storage, use,
or handling of Products furnished
under this contract, except
to the extent that such Products
are manufactured by the Seller
in compliance with Product Resources’s
custom and detailed designs.
Seller shall provide Product Resources with
prompt written notice of any
infringement claim.
24.
Indemnification:
a. Seller shall indemnify,
defend, and hold harmless
Product Resources, its officers, directors,
agents, and employees from
and against any and all actions,
claims liabilities, costs,
damages, and expenses (including
reasonable attorney’s
fees) for physical damage
to or loss of tangible property,
for injury or death for any
person, and for any recall
or retrofit, in each case
to the extent arising out
of, resulting from, or caused
by:
i. Acts or omissions of Seller,
its employees, agents, and
subcontractors, or
ii. Any defect in design,
workmanship, or materials
carried out or employed by
Seller or its employees, agents,
or subcontractors, or
iii. Entering upon premises
occupied by or under the control
of Product Resources, any of its customers,
or supplier in the course
of performing this order except
to the extent that any such
damage to or loss of property
and injury or death of any
person is solely caused by
the negligent acts or omissions
or willful misconduct or Product Resources,
its employees, agents, or
subcontractors. Seller will
obtain and maintain
1. comprehensive
general liability insurance
(including personal injury,
property damage, and products
liability coverage)
2. employer’s
liability coverage
3. automobile
liability insurance
4. professional
liability insurance and
5. umbrella liability
insurance; each with combined
single limits of not less
than $1 million as well as
contractual liability coverage
sufficient to cover obligations
set forth herein and workers’
compensation insurance in
amounts required by law. All
insurance coverages shall
be maintained without interruption
from the effective date of
the effective date of this
contract until three (3) years
after its expiration or termination.
Upon request, Seller will
furnish certificates of insurance
evidencing such coverage in
form and with insurer reasonably
satisfactory to Product Resources.
25.
Limitation of Liability:
a. The rights and remedies
of Product Resources provided in this contract
and by law are cumulative.
In no event shall Product Resources be liable
for anticipated profits, or
for incidental or consequential
damages. Product Resources shall not be
liable for penalties or for
any amount of damages or otherwise
in excess of the price allocable
to the units or work giving
rise to the claim.
26.
Termination:
a. If seller ceases to conduct
its operations in the normal
course of business including
inability to meet its obligations
as they mature or if any proceeding
under the bankruptcy of insolvency
laws is brought by or against
the Seller, or a receiver
for Seller, Purchaser may
terminate the order without
liability except for deliveries
previously made or for goods
covered by the order then
completed and subsequently
delivered in accordance with
the items of the order.
27.
Assignment:
a. Seller may not assign or
subcontract any portion of
this order without the prior
written consent of Product Resources; except
that the seller may enter
into subcontracts for purchase
for parts and supplies, and
subcontracts for commercial
products. Provided Product Resources is
promptly given copies of such
assignment, Seller may assign
claims for moneys cue or to
become due hereunder. Whether
or not assigned, all payments
shall be subject to setoff
or recoupment of any present
or future claims, which Product Resources
may have against Seller.
28.
Applicable Law, Marking, Duty
Drawback:
a. This contract shall be
construed under and governed
by the law of the State of
Massachusetts, without regard
to any conflicts of law provisions
thereof. Seller shall comply
with applicable federal, state,
and local law and regulation,
and orders of government agencies.
Seller shall mark each item
of foreign goods or its container
with the English name of the
country of origin as conspicuously
and permanently as possible.
At Product Resources’s request, subject
to the applicable manufacturer
providing the same to Seller,
Seller shall:
i. Inform Product Resources of the existence
of any duty drawback rights
ii. Provide certificate of
country of origin of imported
goods sufficient to satisfy
the customer authorities of
the country of receipt
iii. Designate Product Resources as importer
of record of imported and
dutiable goods
iv. Furnish Product Resources properly executed
documents required by U.S.
Customs to prove importation
and duty payment, and
v. Transfer customs duty drawback
right from Seller to Product Resources
29.
Agreement and Modifications:
a. This order together with
anything expressly incorporated
herein by reference shall
constitute the entire agreement
between the parties and no
obligations not herein expressly
set forth are binding upon
them. No waiver, alteration
or modification of any of
the provisions hereof shall
be binding unless in writing
and signed by a duly authorized
representative of the Company.
|
 |
