Legal Information - Vendor Terms and Conditions

1. Acceptance. Any previous correspondence, bid, or quote from Seller characterized as an offer is hereby rejected in full, and in such situation this Purchase Order constitutes Buyer's counter-offer. This Purchase Order constitutes Buyer's offer to Seller upon the terms and conditions stated herein and shall become a binding contract on the terms and conditions set forth herein when it is accepted either by Seller's acknowledgement or performance.

This Purchase Order expressly limits acceptance to the terms and conditions stated herein. Any additional or different terms or conditions proposed by the Seller are objected to and hereby rejected. Any reference in this Purchase Order to Seller's quotation or proposal does not imply acceptance of any terms or conditions in that quotation or proposal.

Upon acceptance, this Purchase Order shall constitute the entire agreement between Buyer and Seller. Except as provided in paragraph 2 hereof, this Purchase Order may not be altered or modified except in writing, duly executed by an appropriate representative of each party.

2. Changes. The quantities, prices, terms, conditions or other pertinent specifications of the Purchase Order shall not be changed except by Buyer's written authorization. Where the supplies to be furnished are to be specifically manufactured in accordance with drawings and/or specifications, Buyer may, at any time, by written order make changes in (i) drawings, designs or specifications, (ii) method of shipment or packing, and (iii) place of delivery. If any such change causes an increase or decrease in the cost of, or time required for performance of the work under this Purchase Order, an equitable adjustment shall be made in the contract price or delivery schedule or both. Seller shall submit its claim within thirty days from the date of receipt of notification of change unless said period is extended in writing by Buyer. Where the cost of property, which has become obsolete or excess as the result of any change is included in Seller's claim for adjustment, the Buyer shall have the right to prescribe the disposition of such property.

3. Specifications. If blueprints and specifications are furnished by the Buyer, this Purchase Order shall be based upon such blueprints and specifications, and approval of samples by the Buyer shall not relieve the Seller from strict and full compliance with such blueprints and specifications. Articles or goods not conforming to such blueprints and specifications may be rejected.

4. Payment Not Constituting Acceptance. Payment for any item on this Purchase Order shall not constitute approval or acceptance of such material by Buyer, and Buyer's right of inspection shall survive payment. Seller shall repay Buyer the purchase price of any material found to be defective, not to conform to specifications, drawings or samples or not shipped in accordance with Buyer's delivery schedule and returned to Seller. Rejected material shall be returned at the expense of Seller upon rejection and Seller shall bear all risk of loss as to rejected material. Buyer may elect to retain rejected material and remedy any defects or nonconformity to specifications, drawings or samples. Cost of affecting such remedy shall be negotiated between the parties and the price to be paid by Buyer shall be adjusted accordingly.

5. Delivery-Inventory Control. Deliveries shall be strictly in accordance with the schedule set out or referred to in this Purchase Order and in exact quantities ordered. The Seller will limit and phase expenditures, incurrence of costs and purchases and subcontract commitments for raw materials and components in such fashion to insure continuity of production and permit performance and completion of each production increment in sequence without creating any unreasonable accumulations of raw materials or components for any production increments. Shipments in excess of quantities or in advance of scheduled delivery dates as shown herein are not to be made without Buyer's written approval. Buyer reserves the right to return at Seller's expense any shipments received contrary to this instruction.

6. Warranty. The Seller warrants that at the time of delivery thereof the supplies provided for under this Purchase Order will be merchantable, free from any defects in material or workmanship and will conform to the requirements of this Purchase Order. Notice of any such defects or non-conformance shall be given by the Buyer to the Seller within one (1) year of the delivery of such supplies. If required by the Buyer, the Seller shall promptly correct or replace the defective or non-conforming supplies. Shipping cost from Buyer's plant to Seller's plant and return shall be borne by the Seller. This warranty shall then continue as to the corrected and replacing supplies until one (1) year after the date of their delivery. If the Buyer does not require correction or replacement the seller shall repay such portion of the contract price of said supplies as is equitable under the circumstances.

7. Cancellation by Buyer. Buyer reserves the right to cancel this Purchase Order, or any part thereof, at any time, even though the Seller is not in default hereunder, by giving written notice to the Seller. In the event of such cancellation, Buyer shall pay for all goods and services delivered and completed and an equitable settlement shall be arrived at for cost incurred by Seller for goods and materials in process not to exceed the aggregate committed quantity and/or price specified in this Purchase Order. Where cancellation is by reason of termination of a contract of the United States Government under which this Purchase Order has been placed. Buyer will pay the Seller at such times as Buyer is paid by the United States Government. Upon receipt of any notice of cancellation hereunder, Seller shall unless otherwise directed, immediately discontinue all work in progress and immediately cancel all order or subcontracts given or made pursuant to this Purchase Order. Exercise by Buyer of the rights of cancellation reserved in this Paragraph shall give rise to no liability on the part of the Buyer except as specified in this Paragraph and shall not have the effect of waiving damages the Buyer might otherwise be entitled to.

8. Patent Indemnity. The Seller hereby warrants that the goods purchased hereunder and the sale or use of them will not infringe any United States Letters Patent. Unless otherwise specifically agreed to in writing, the Seller agrees to indemnity and hold harmless the Buyer, its successors, assigns, customers and users of its products against any loss damage, liability, costs and expenses which may be incurred as a result of or in defending or settling any suit, claim, judgment or demand involving infringement of any United States Letters Patent by the sale or use of the goods purchased hereunder. The Seller agrees that it will, when so requested, provided it is given reasonable notice of the pendency of ally such suit, claim or demand, assume the defense of the Buyer and/or its successors, assigns and customers and users of its products against any such aforementioned suits, claims or demands.

9. Other Indemnifications. Seller agrees to protect, defend, hold harmless and indemnify Buyer from and against any and all liability and expense resulting from any alleged or claimed defect in goods purchased hereunder, whether latent or patent, including allegedly improper construction and design or from the failure of such goods to comply with specifications or with any express or implied warranties of Seller or arising out of the alleged violation of any statute, ordinance, administrative order, rule or regulation connected with the manufacture or sale of such goods including but not limited to the Federal Occupational Safety and Health Act of 1970, as amended. At Buyer's request Seller shall obtain and maintain during the life of this agreement at its expense, product liability insurance, with a vendor's endorsement, in such form and amount and in such company as may be approved by Buyer in writing. Satisfactory evidence of such insurance shall be submitted to Buyer upon request. For the purposes of this paragraph, "goods" shall be deemed to include any packaging supplied by Seller.

10. Assignment. This Purchase Order or any portion of this Purchase Order or any duty or right herein or any claim arising hereunder shall not be assigned by the Seller without the prior written consent of the Buyer. Nor may this Purchase Order be assigned by operation of law or a merger or judicial sale or otherwise without the prior written consent of Buyer. Any unauthorized assignment or attempted assignment by Seller shall constitute a material breach of this agreement. This Purchase Order may be assigned by Buyer.

11. Waivers. Failure of Buyer or Seller to insist on performance of any of the terms and conditions or requirements of this Purchase Order shall not be construed as a waiver of such terms, conditions or requirements and shall not affect the right of either party thereafter to enforce each and every term, condition or requirement hereof.

12. Labor Disputes.
(a) Whenever the Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Purchase Order, the Seller shall immediately give notice thereof, including all relevant information with respect thereto, to the Buyer.

(b) The Seller agrees to insert the substance of this clause, including this paragraph (b) in any subcontract hereunder as to which a labor dispute may delay the timely performance of this Purchase Order, except that each such subcontract shall provide that the notice and information mentioned above shall be given to its next higher tier subcontractor.

13. Occupational Safety & Health Act. All items supplied under the terms of this Purchase Order shall be certified by Seller to be in compliance with requirements and standards of the Occupational Safety & Health Act of 1970. In addition, where required, hazardous material data sheets will be supplied on all applicable products. Failure of Buyer to contest a citation resulting from non-compliance of these items will not relieve the Seller of liability under this warranty.

14. Department of Labor Compliance. In compliance with the Executive Order 13496 and Executive Orders 11246 and 11375, Equal Employment Opportunity and Section 503 of the Rehabilitation Act of 1973 and Section 402 of the Vietnam Veterans Readjustment Assistance Act of 1974, the acknowledgment is a certificate of compliance which includes a certification of nondiscrimination with regard to race, creed, color, national origin, sex or age.

15. Chemical Substances. "Acceptance of this Purchase Order certifies that all supplied items to Sunnen Products Co. will comply with provisions of 40 CFR82.100 and do not contain and were not manufactured using Class l or Class II substances as defined by 40 CFR 82.104."

16. Compliance with Laws. Seller, in the performance of this Purchase Order shall comply with the provisions of all applicable federal, state and local, regulations, rules and ordinances from which liability may accrue to Buyer from any violation thereof by Seller.

17. Proprietary Rights. Seller agrees that Buyer's designs, specifications, formulas, and manufacturing information are proprietary data and shall not be utilized for purposes other than those intended in this Purchase Order.

18. Buyer-Owned Property. Unless Buyer and Seller otherwise agree in writing, the following provisions shall apply to any tools, tooling, patterns, equipment, materials or other properties used In the manufacture of goods for Buyer or in the performance of this Purchase Order, that are either supplied to Seller by Buyer, or have been acquired by Seller and specifically paid for by Buyer. All such properties shall hereafter be referred to as Buyer-owned.

(a) Seller shall have the right to use Buyer-owned property without Payment for usage as required in the performance of this Purchase Order or other work for Buyer, but shall not use Buyer-owned property in the performance of any other work without prior written approval of the Buyer. Title to all Buyer-owned property shall at all times remain with Buyer. Title to such property which is procured or manufactured by Seller for Buyer shall be fully vested in Buyer upon payment for same by Buyer.

(b) Seller shall take necessary measures to preserve Buyer's title to Buyer-owned property, free of all encumbrances. Buyer retains the right, in addition to other rights provided by law, to enter Seller's premises and remove Buyer-owned property with or without a court order.

(c) Seller shall, on written request of Buyer, properly pack and ship Buyer-owned property to such destination as designated by Buyer.

(d) Seller shall, at its expense, perform all maintenance work, repairs and replacements necessary with respect to applicable Buyer-owned property so that such property remains suitable for the use intended.

(e) The risk of loss or damage to all Buyer-owned property shall be left with Seller from the time that such property is delivered to Seller until that property is removed from Seller's place of business as directed by Buyer in writing. Proof of adequate insurance coverage on Buyer-owned property shall be provided to Buyer by Seller upon written request of Buyer.

(f) Buyer shall not be liable for loss, damage, detention, or delay resulting from causes beyond its control with respect to any Buyer-owned property to be delivered to Seller by Buyer.

(g) Seller shall assume and shall indemnity Buyer against any and all liability for damaged property or injury to, or death of any persons arising from, incidental to the presence of, or use of Buyer-owned property, whether such damage, injury, or death Is caused by defects in the property, negligence in the use thereof, or otherwise.

(h) Seller shall, upon receipt of written request, provide Buyer with a current listing of Buyer-owned property in its or its subcontractor's possession, indicating complete descriptions, quantities, and property conditions.

19. Y2K. By acceptance of this Purchase Order, supplier represents and warrants that the items delivered, licensed or provided to Sunnen Products Company are year 2000 compliant, and will perform and operate according to specifications relative to the year 2000 dating Issue. Notwithstanding anything to the contrary contained in this agreement, supplier shall be liable for all direct and indirect damages to Sunnen, including any loss of earnings, profits or goodwill, or any incidental or consequential damages arising from the breach of this warranty.

20. Remedies. No remedy herein provided shall be deemed exclusive of any other remedy allowed by law.

21. Governing Law. This Purchase Order and the acceptance of it shall be a contract made in the State of Missouri and governed by the laws thereof.

22. Entire Agreement. These terms and conditions, any other special conditions contained in the schedule and any specification or other documents referenced in the schedule hereto constitute and represent the complete and entire agreement between Buyer and Seller and supersede all previous communications, either written or verbal with respect to the subject matter of this Purchase Order, refer and apply to Sunnen Products Company and its subsidiaries.



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