This order is subject to the following TERMS and CONDITIONS:
- MATERIAL OR SERVICES: The material or services covered by this order are hereinafter called the “material”.
- CLIPS & CLAMPS INDUSTRIES ADDENDUM TO PURCHASE ORDER-RAW MATERIAL & OUTSIDE PROCESSING: If applicable, this addendum shall be considered a part of the terms and conditions of the Order. Seller shall refer to said addendum for additional terms and conditions. The terms and conditions as set forth in the addendum shall not in any way waive or change the Seller’s obligations as set forth in any other part of these terms and conditions. Refer to www.clipsclamps.com website to review addendum to CCI Purchase Order Terms and Conditions.
- DELIVERY: 100% on time delivery is mandatory.
- QUALITY: Material is subject to Buyer’s inspection and approval at a reasonable time after delivery; if specifications are not met, material may be rejected by the Buyer and returned at the Seller’s expense.
- INDEMNITY: Seller agrees to reimburse Buyer for any out-of-pocket costs incurred by Buyer as a result of the Seller’s failure to fulfill the quality or delivery requirements of the Order. Seller shall protect and indemnify the Buyer from and against all claims, damages, judgments, expenses and loss arising from the manufacture, sale, or use of inventions embodied in the material. Seller shall indemnify Buyer and hold Buyer harmless from and against all claims, liability, damages, legal fees and cost expenses, losses, and judgments arising from any actual or alleged unfair competition or infringement of any patent, trade secret, trademark, copyright, or trade name with respect to material or the use, remanufacture, or resale of material. To the fullest extent permitted by law, Seller shall protect, defend, and indemnify Buyer and hold Buyer harmless from and against any and all claims, demands or causes of action of every kind or character whatsoever, whether by reason of breach of warranty, express or implied, negligence, strict liability or otherwise arising, or alleged to have risen out of the sale by Seller of goods purchased pursuant to this order and further. Seller shall save Buyer harmless from any damages or cost including but not limited to attorney fees and Court costs incurred by Buyer as a result of any such claims, demands or causes of action. Seller’s obligations herein shall not be, or be deemed to have been waived or terminated by Buyer’s inspection or failure to inspect such goods.
- RISK OF LOSS:Seller must assume the following risks.
- All risks of loss or damage to all material until the delivery thereof.
- All risks of loss or damage to third persons and their property until the delivery of the material.
- All risks of loss or damage to any of the material or part thereof rejected by Buyer, from the time of shipment thereof to Seller until the redelivery thereof to Buyer.
- GOVERNMENT REGULATIONS: Seller warrants that all applicable laws; rules and regulations of government authority covering the production, sale and delivery of the material specified herein have been complied with. Seller represents that the goods covered by this order, together with their containers and other packaging have been manufactured and comply with requirements of all applicable Federal, State and local laws as well as environmental and safety constraints. Seller further agrees to furnish Buyer, upon request, a certificate attesting to such compliance in such a form as Buyer may require. If goods purchased hereunder are considered toxic or hazardous as defined in General Industrial Standards (OSHA), Seller shall provide Buyer with two copies of the material safety data sheet no later than at the time of delivery of the goods.
- NAFTA; CERTIFICATION OF ORIGIN; DUTY DRAWBACK: With respect to all goods delivered from any point within the NAFTA territory, Seller shall provide, with its invoice, a North American Free Trade Agreement Certificate of Origin on U.S. Customs Form 434 or the corresponding Canadian or Mexican form. Seller further agrees to update such form as may be necessary as an Order is amended. Seller agrees to transfer to Buyer all customs duty and import drawback rights, if any, related to the goods and which Seller can transfer to Buyer. Seller agrees to inform Buyer promptly of any such rights and to supply all documents which Buyer may request or which may be required to enable Buyer to obtain such customs duty and import drawback rights.
- TERMINATION: Buyer reserves the right to terminate, its obligations under this order or any part thereof at anytime in the event that the Seller fails to comply with the Order terms and conditions or any part thereof. Seller will deliver to Buyer any of the material which Buyer shall make written request of at or after termination and Buyer will pay Seller fair value of any such material so requested and delivered.
- LIABILITY: Neither party hereto shall be liable to the other for damages if the latter’s default is due to a cause beyond its control and without its negligence, including flood, fire, explosion, strike, act of government, unusually severe weather, default of a supplier or subcontractor, quarantine restriction, epidemic or catastrophe.
- GOVERNING LAW: The Purchase Order shall be governed and construed according to the laws of the State in which is located the facility of the Buyer to which the goods or services covered by this Order are to be delivered or provided.
- SELLER’S WARRANTY: Seller warrants to Buyer that the material sold pursuant to this Purchase Order will meet the description and the specifications noted on this Purchase Order.
- EEO: In accordance with Executive Order 11246, the Seller agrees not to discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The Seller will take affirmative action to ensure that the Equal Employment Opportunity is implemented in employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.
- HOLD HARMLESS: Seller shall indemnify, save harmless and defend Buyer, and/or any of Buyer’s distributors, customers, and/or the users of goods purchased hereunder from Seller from and against any design, copyright or any other industrial property or related right under the laws of the United States or any foreign country resulting from use and/or sales of such goods, and Seller shall defend or settle at its own expense any suit, action or proceeding in which Buyer and/or Buyer’s distributors, customers and the users of any goods purchased hereunder are made defendant for such infringement; and Seller further agrees to pay and discharge any and all judgements or decrees which may be rendered in any such suit, action or proceedings against any and all of such defendants.
- INSPECTION: Purchaser and its authorized representative shall be entitled at all reasonable times to check and inspect tooling, component parts, construction in progress and Seller’s records thereof and may enter Seller’s land and buildings for those purposes. This shall not absolve the Seller of the responsibilities and conditions otherwise contained in these terms and conditions, nor shall it preclude subsequent rejection by Purchaser.
- IDENTIFICATION: Purchase Order number must appear on all correspondence invoices, shipping memoranda, shipping receipts and packages. Part numbers, when applicable, must appear on all invoices, shipping receipts and packages.
- COMPLETE AGREEMENT: Except as set forth in section 2 above, the terms and conditions of this Purchase Order set forth the entire agreement between the parties hereto and supercede all communications, representations or agreement, whether oral or written, between the parties hereto with respect to the subject matter hereof. And no agreement or understanding varying or extending the terms or conditions of this Purchase Order will be binding unless in writing and signed by Purchaser’s authorized representative. No condition stated by the Seller in accepting this order shall be binding upon Purchaser, unless expressly accepted in writing signed by Purchaser’s authorized representative.