PURCHASE ORDER TERMS AND CONDITIONS - Tekni-Plex

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PURCHASE ORDER TERMS AND CONDITIONS(Effective Date: June 9, 2017)These Purchase Order Terms and Conditions (the“Terms and Conditions”) are incorporated in and madea part of each purchase order issued by Tekni-Plex,Inc. or any of its direct or indirect subsidiaries(“Tekni-Plex” or “Buyer”). In these Terms andConditions: (a) “Buyer” means Tekni-Plex; (b)“Seller” means the seller named in the order; (c)“Goods” and “Services” mean the products and/orservices being purchased from Seller as described inthe purchase order; and (d) “Purchase Order” meansthe purchase order and these Terms and Conditionscollectively.1. Acceptance of Purchase Order. The PurchaseOrder is deemed accepted, upon the earlier of: (a)Seller’s return of an acknowledgment of thePurchase Order; (b) Seller’s commencement ofperformance; or (c) five (5) days from Seller’sreceipt of the Purchase Order, unless Buyerreceives Seller’s written rejection of the PurchaseOrder within such five (5) day period. Anyacceptance of the Purchase Order is limited toacceptance of the express terms contained in thePurchase Oder (including these Terms andConditions). No additional or different terms orattempted exclusions or modifications by way ofany document, proposal, course of performance orotherwise will be effective against Buyer in theabsence of the express written consent of Buyer.Any attempt by Seller to add, exclude, or modifythe terms contained in the Purchase Order will bedeemed material, is objected to and will be of noeffect. Neither the submission of the Purchase Ordernor anything contained in the Purchase Order willbe construed to be an acceptance or confirmation ofany prior or subsequent document, proposal orcourse of performance. The Purchase Order will bea rejection and counter-offer with respect to anysuch document, proposal or course of performance.2. Entire Agreement; Amendments and Waiver.If there is a written agreement between Buyer andSeller related to the subject matter of the PurchaseOrder addressing the terms set forth in these Termsand Conditions, then that agreement shall governthe purchase and sale of the goods and services setPO T&C – rev 02/18/2021forth on the Purchase Order. If not, or if these Termsand Conditions are attached to the Purchase Orderor expressly referenced in the Purchase Order(including, but not limited to, a reference to the webaddress where these Terms and Conditions may befound), then these Terms and Conditions shall applyto the purchase and sale of the Goods and Servicesset forth on the Purchase Order and the PurchaseOrder, these Terms and Conditions and any exhibitsattached thereto shall supersede all written or oralprior agreements or understandings with respectthereto. The Purchase Order may not be modified oramended except by a written instrument signed byboth parties. E-mail communications containingtyped name and/or typed signature blocks do notconstitute a written instrument within the context ofthis Section. No waiver will be implied fromconduct or failure to enforce rights, and no waiverwill be effective unless in writing signed on behalfof the party against whom the waiver is asserted.Buyer and Seller intend that the Purchase Order beconstrued without any rule requiring construction orinterpretation against Buyer, whose representativesdrafted the Purchase Order. These Terms andConditions and the Purchase Order shall beinterpreted together as a single agreement; however,if there is an irreconcilable conflict, these Termsand Conditions will control.3. Changes. Buyer may, by written notification,direct changes in the drawings, designs,specifications, method of shipment or packing,quantity, or time or place of delivery of any goodsor services. Only authorized Buyer procurementrepresentatives may issue changes to the PurchaseOrder. If any change causes an increase or decreasein the cost of, or the time required for, performingthe Purchase Order, an equitable adjustment will bemade in the Purchase Order price, delivery dates orboth, and the Purchase Order will be modified inwriting by Buyer accordingly. Any claim foradjustment under this Section may at Buyer'soption, be deemed to be waived unless asserted inwriting, including the amount of the claim, anddelivered to Buyer within ten (10) days from thedate of the receipt by Seller of the Buyer-directedPage 1 of 7

change to the Purchase Order. Notwithstanding anydisagreement between the parties regarding theimpact of a change, Seller will proceed diligentlywith its performance under the Purchase Orderpending resolution of the disagreement.4. Delivery. TIME IS OF THE ESSENCEWITH RESPECT TO FULFILLMENT OF THEPURCHASE ORDER. Seller will deliver Goodsand/or provide the Services on the dates and in thequantities specified in the Purchase Order. Unlessotherwise agreed to, delivery of the Goods shall beDDP (Incoterms). Seller will preserve, pack,package and handle Goods ordered by Buyer so asto protect Goods from loss or damage. In the eventof any delays to the scheduled delivery date, Sellerwill notify Buyer of such delay and work diligentlyto remedy such delay immediately. In the event ofany delay in delivery of more than five (5) days,Buyer may, at its sole option, cancel or reschedulethe Purchase Order in whole or in part withoutpenalty or liability. No change in the scheduleddelivery date or performance will be permitted,unless Buyer has otherwise agreed in writing.Deliveries will be made at the ship-to addressdesignated in the Purchase Order, and title and riskof loss to Goods will pass to Buyer as described onthe purchase order document. If the document issilent on the passage of title and risk of loss, thentitle and risk of loss to Goods will pass to Buyerupon its receipt at the designated ship-to address.5. Acceptance of Goods. All Goods ordered andshipped hereunder is subject to acceptance by Buyerat the ship-to address designated in the PurchaseOrder. Buyer will have thirty (30) days afterdelivery of any Goods to accept or reject Goods (the“Acceptance Period”). Payment for Goods will notconstitute an acceptance of the Goods. Acceptanceof any Goods will not preclude a subsequent claimwith respect to the Goods.If, during theAcceptance Period, Buyer identifies any Goods thatdo not conform to Buyer’s specifications g Goods”), Buyer may, at its soleoption, (a) require Seller to correct anyNonconforming Goods by repair, replacement or reperformance, at Seller’s risk and expense, withinseven (7) business days after the request of Buyer,(b) return any Nonconforming Goods to Seller, atPO T&C – rev 02/18/2021Seller’s risk and expense, and recover from Sellerthe price for the Nonconforming Goods, (c) utilizeany Nonconforming Goods and require anappropriate reduction in the price for theNonconforming Goods, or (d) any other remediesavailable under applicable law. Upon delivery ofrepaired, replacement or re-performed Goods,Buyer will accept or reject such Goods inaccordance with this Section.6. Continuity of Supply. Seller will provideGoods to Buyer in the quantity and quality orderedby Buyer as set forth in the Purchase Order. Insupport of this obligation, Seller will adopt andimplement commercially reasonable continuity ofbusiness plans and procedures.7. Design and Process Changes. Seller shallnotify Buyer at least 90 days in advance and inwriting of all proposed changes to the Goods ortheir components, including but not limited tochanges that affect product form, appearance, fit orfunction, usable life, shelf life, cost, or any othermatter deemed material in Buyer’s sole discretion.Examples of changes include, but are not limited to:(i) composition or source of any raw material; (ii)method of producing, processing or testing; (iii)change in subcontractors for producing, processingor testing; (iv) site of manufacture and (v) labeling.No such change shall be made without Buyer’s priorwritten consent and nothing herein shall be deemeda waiver of said written consent requirement.8. Pricing of the Goods. Pricing for Goods is setforth in the Purchase Order. The pricing includes (a)all taxes except those taxes that Seller is required bylaw to collect from Buyer, including state or localsales or use tax, (b) all packaging and freight to theship-to address designated in the Purchase Order,and (c) all customs duties, fees or charges. Sales anduse taxes, if any, will be separately stated in Seller’sinvoices unless Buyer has indicated in the PurchaseOrder that Goods ordered is exempt from suchtaxes. Seller represents and warrants that the pricingis the lowest prices Seller charges for items similarto such Goods, after taking into account differencesarising solely from freight or other destinationspecific charges. If Seller charges any other personor entity a lower price for items similar to anyGoods, Seller will notify Buyer and apply the lowerprice to Buyer’s purchases of such Goods.9. Invoicing. Seller will invoice Buyer forPage 2 of 7

Goods ordered at the time of shipment. Invoiceswill be sent to the invoice-to address designated inthe Purchase Order, and Buyer will pay invoices asdescribed on the purchase order document. If thedocument is silent on the payment of invoices, thenBuyer will pay invoices within ninety (90) days ofthe date it receives Seller’s invoice. Buyer will havethe right to offset against any payments owed by itto Seller, any amounts Seller may owe to Buyer. Ifany invoice submitted by Seller is found to be inerror, an appropriate adjustment will be made to theinvoice or the next succeeding invoice followingdiscovery of the error and the resulting payment orcredit will be issued promptly.10. Confidential Information. Seller will keepconfidential the terms of the Purchase Order and alldisclosures made by the Buyer containing businessor technical information relating to the subjectmatter hereof, and Seller will not disclose suchinformation to anyone else nor use it for its separatebenefit. This confidentiality obligation will notapply to information that the Seller can show (a)was already known to the Seller at the time ofdisclosure by the Buyer, without any duty ofconfidentiality to the Buyer, (b) is disclosed to theSeller by a third party who had the right to makesuch disclosure without any confidentialityrestrictions, (c) is or has become, through no faultof the Seller, generally available to the public, (d) isindependently developed by the Seller withoutaccess to, or use of, the disclosure, or (e) is requiredto be disclosed due to legal process, governmentalorder, government regulation, or like demand;provided that the Seller has, unless legallyprohibited, given prior notice to the Buyer of theprocess, order, or demand in order to provide theBuyer with a reasonable opportunity to oppose thesame. This confidentiality obligation will continuefor five (5) years from the date of receipt. The Sellerwill return or destroy, at the Buyer’s discretion, theBuyer’s business and technical information, and allcopies thereof, upon the Buyer's written request andwill certify in writing to such return or destructionwithin thirty (30) days.11. Records and Audit. For at least five (5) yearsfrom the date of last delivery, Seller will (a)maintain records, documentation and otherinformation suitable to reflect Seller’s compliancewith the Purchase Order and (b) provide Buyer andits representatives and auditors access to suchrecords, documentation and other information asPO T&C – rev 02/18/2021necessary to audit Seller’s compliance with thePurchase Order.12. Inspection. Upon Buyer's request, Seller willprovide Buyer with specific information, in suchdetail as Buyer may reasonably request, as to thelocation and method of manufacturing or assemblyof Goods. Buyer and its representatives and auditorswill have the right, upon prior notice, to visit thelocation for purposes of inspecting the location andmethod of manufacturing or assembly of Goods atany stage of manufacture, assembly or delivery.13. Warranty. Seller represents and warrants toBuyer and each of its parent companies,subsidiaries and affiliates and to its and theirrespective officers, directors, employees, agents,personnel, customers and end users (collectively,“Buyer Warrantees”) that Seller has the right,authority, experience and ability to enter into thePurchase Order and to perform its obligationshereunder, and that such performance will notviolate any other agreement or understanding bywhich Seller is bound.14. Goods and Services Warranty.14.1 Goods: Seller represents and warrants to theBuyer Warrantees that, on the date of delivery ofGoods to Buyer and for the longer of Seller’sstandard warranty period and the period of one (1)year from the date of delivery (the “WarrantyPeriod”), all Goods, including all repaired,replacement and re-performed Goods, and thematerials incorporated into all Goods will: (a) befree from defects in material, workmanship,manufacture and design; (b) conform to Buyer’sspecifications and instructions; (c) be merchantable,be fit for the intended purpose and operate asintended; (d) comply with all applicable industrystandards and all applicable laws, rules, regulations,approvals and orders, including the laws regardingslavery and human trafficking of the country orcountries in which Buyer and Seller do business; (e)be new and unused; and (f) be free and clear of allliens, claims, security interests and otherencumbrances. In the event of a breach of theforegoing warranty which occurs during theWarranty Period, Buyer may, at its sole option, (a)require Seller to correct Goods that do not conformto the warranty by repair, replacement or reperformance, at Seller’s risk and expense, withinseven (7) business days after the request of Buyer,Page 3 of 7

(b) return Goods that do not conform to thewarranty to Seller, at Seller’s risk and expense, andrecover from Seller the price for such Goods, or (c)utilize Goods that do not conform to the warrantyand require an appropriate reduction in the price forsuch Goods, or (d) seek any other remediesavailable under applicable law.14.2 Services: Seller warrants that (a) anyServices, including installation, design andengineering services provided pursuant to thePurchase Order will be performed in a professionalmanner in accordance with the practices and highprofessional standards used in well-managedoperations performing services similar to theservices, (b) it will use adequate numbers ofqualified individuals with suitable training,education, experience and skill to perform theServices, (c) that only new materials will be usedin connection with the Services to be providedunder the Purchase Order. Seller will re-performany defective Services, provided Seller notifiesBuyer of any defective Service for one (1) yearfrom the date of acceptance of such Services byBuyer. The foregoing will be in addition to anyindemnification obligation of Seller under thePurchase Order.15. Intellectual Property. Buyer shall own allintellectual property and tangible work productconceived, created, acquired, or first reduced topractice in connection with the Purchase Order(“Purchase Order Intellectual Property”). Sellershall disclose to Buyer all Purchase OrderIntellectual Property. If not expressly required tobe delivered in the Purchase Order, Seller shalldeliver to Buyer all Purchase Order IntellectualProperty upon written request from Buyer. Sellerhereby irrevocably assigns and promises to assignto Buyer all right, title and interest to all PurchaseOrder Intellectual Property. Seller agrees to do allthings reasonably necessary to enable Buyer tosecure and perfect Buyer's Purchase OrderIntellectual Property rights, including, withoutlimitation, executing specific assignments of titlein Purchase Order Intellectual Property by Sellerto Buyer and cooperating with Buyer at Buyer'sexpense to defend and enforce Buyer's rights inany such Purchase Order Intellectual Property. AllPurchase Order Intellectual Property shall beconsidered Buyer's Proprietary Information(defined hereinafter). Seller agrees that, for anyworks of authorship created by Seller or anyemployees or any others used by Seller in thePO T&C – rev 02/18/2021course of the Purchase Order, those works thatcome under one of the categories of "Works Madefor Hire" in 17 U.S.C.§101 shall be considered"Works Made for Hire." For any works ofauthorship that do not come under such categories,Seller, warranting that it has the right to do so,hereby assigns and promises to assign all right,title, and interest to any copyright in such works toBuyer and will execute, or cause to be executed atBuyer's expense, any documents required toestablish Buyer's ownership of such copyright.16. Infringement Warranty. Except to theextent that the Goods are made to Buyer’s designor specifications and Buyer’s design orspecification is the cause of the infringement,Seller represents and warrants to the BuyerWarrantees that all Goods, including all repaired,replacement and re-performed Goods, and theprocess or processes of manufacture of all Goodswill not: (a) infringe any patent, copyright, ortrademark rights; (b) unlawfully disclose, use ormisappropriate any trade secret rights; or (c)violate any other third party intellectual propertyrights. If an injunction or restraining order isissued, or if Buyer is otherwise unable to use anyGoods, Seller will, at its risk and expense, (w)obtain for Buyer the right to continue using orpossessing Goods, (x) modify Goods to cure anyinfringement, unlawfulness or violation; providedsuch modification does not adversely affectBuyer’s use of Goods or (y) replace Goods with asubstantially similar item which is free of anyinfringement, unlawfulness or violation. Theforegoing will be in addition to anyindemnification obligation of Seller under thePurchase Order.17. Indemnification. Seller will, at its expense,indemnify, defend and hold Buyer and each of itsparent companies, subsidiaries and affiliates andits and their respective officers, directors,employees, agents, personnel, customers and endusers (collectively, “Buyer Indemnitees”)harmless, from any and all loss, damage, liability,demand, claim, cost or expense, includingattorneys' fees, and the cost of settlement,judgment or verdict incurred by or demandedfrom any of the Buyer Indemnitees arising out of,resulting from or in consequence of Seller’snegligence, willful misconduct or breach of theterms of the Purchase Order, including breach ofany of Seller’s warranties. In no event will Sellerenter into any settlement without Buyer’s priorPage 4 of 7

written consent.18. Insurance. Seller, at its expense, agrees tosecure and carry as a minimum the followinginsurance with respect to all Goods to be producedand Services to be performed under the PurchaseOrder for the duration of the Purchase Order: (i)Workers' Compensation Insurance, inclusive of analternate employer endorsement, in an amountsufficient by virtue of the laws of the U.S., foreigncountry, state, or other governmental subdivision inwhich the work or any portion of the work isperformed and Employer's Liability Insurance inthe minimum amount of 1,000,000 for any oneoccurrence; (ii) Commercial General LiabilityInsurance including Premises Liability andContractual Liability, in which the limit of liabilityfor property damage and bodily injuries, includingaccidental death, shall be at a minimum, a combinedsingle limit of 5,000,000 for any one occurrence;(iii) if Seller’s vehicles are used on Buyer's premisesand/or used to accomplish work under the PurchaseOrder or otherwise on behalf of Buyer, AutomobileLiability Insurance in which the limit of liability forproperty damage and bodily injuries, includingaccidental death, shall be a combined single limit of 2,000,000 for any one occurrence; (iv) if Seller orits subcontractors have Buyer's materials orequipment in its care, custody or control, Sellershall have and maintain All-Risk PropertyInsurance in an amou

PURCHASE ORDER TERMS AND CONDITIONS (Effective Date: June 9, 2017) These Purchase Order Terms and Conditions (the “Terms and Conditions”) are incorporated in and made a part of each purchase order

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