North American Terms and Conditions
STANDARD TERMS FOR
PURCHASES OF GOODS OR SERVICES
1. Formation of Contract. The terms set forth in this Purchase Order ("Order") are the sole terms ("Terms") for the purchase of goods and services by Polymerica Limited Company, LLC and Subsidiaries dba: Global Enterprises, Global El Paso, and Global Chesterfield ("Buyer"), and shall apply to the exclusion of any additional or different terms contained in Seller's quotation, proposal or acknowledgment, or otherwise proposed by Seller. The Order is limited to and conditional upon Seller's acceptance of these terms exclusively. Seller's acceptance of these terms shall be conclusively presumed by Seller's shipment of the goods or performance of the services requested under this Order, or by Seller's return to Buyer of an acknowledgment of this Order. Any contract made for the purchase of goods or services by Buyer is conditional on Seller's assent to all of the terms stated in this Order. Buyer objects to any additional or different terms proposed by Seller.
2. Invoicing; Payment and Price. All invoices must show the Order number. Unless otherwise stated in this Order, invoices for accepted goods and services will be paid on either the 15th or the 30th following 60 days from receipt prox. Payment does not constitute acceptance of goods or services. The price stated in this Order shall not be increased unless specifically authorized in writing by issuance of a revised Order signed by Buyer. Seller warrants that the prices charged Buyer and stated in this Order are no higher than prices charged by Seller to others for similar goods or services in similar quantities and conditions.
3. Taxes. No sales, use, excise or other taxes, whether federal, state or local, shall be added to the purchase price unless otherwise stated in this Order.
4. Shipping and Delivery. Seller shall deliver to the specific dock identified in the purchase order. Seller must include a packing list with all shipments. Delivery shall be made in one shipment immediately, unless otherwise specified by Buyer to Seller. Seller shall adhere to shipping directions specified on Buyer's releases. Seller acknowledges that time is of the essence and Seller shall notify Buyer immediately if Seller believes it cannot meet Buyer's delivery requirements. Buyer may from time to time change delivery schedules. Buyer shall not be liable for payment for goods delivered in excess of the quantities or after the times specified in Buyer's delivery instructions to Seller. Unless otherwise stated in this Order, all shipments shall be F.O.B. Buyer's plant and shall be made at Seller's expense and risk of loss. Buyer shall have the right to instruct Seller on the method of shipment and packaging. No charges will be allowed for boxing, crating, packing, or other preparation for shipment.
5. Changes. Any changes to the design (including drawings and specifications), processing, methods of packing and shipping, and the date or place of delivery of the goods covered by this Order shall not affect the time or performance or cost, unless Seller notifies Buyer in writing within ten (10) days of receipt by Seller of notice of any change Order. Without Buyer's prior written approval, Seller shall not change (a) any third party supplier to Seller of services, raw materials, or goods used by Seller in connection with its performance under this Order, or (b) the nature, type, or quality of any services, raw materials, or goods used by Seller or its suppliers in connection with this Order.
6. Inspection of Goods; Samples. All goods and services described in this Order shall be subject to Buyer's inspection and approval. Buyer reserves the right to reject any nonconforming goods or services. Acceptance of any goods shall not relieve Seller from any of its other obligations under this purchase order. Seller shall provide samples in the amounts and at the times requested by Buyer.
7. Seller's Quality Control; Inspection of Seller. Seller agrees to establish and maintain quality control procedures to satisfy the requirements of Buyer and Buyer's customers, including but not limited to all applicable automotive manufacturer and other automotive industry standards. Buyer has the right to inspect Seller's plant periodically to determine Seller's compliance with applicable quality control standards.
8. Seller's Warranties. Seller expressly warrants to Buyer, its customers and assigns, that all the goods and services provided under this purchase order will (a) conform to the specifications, drawings, samples, representations and other descriptions of the goods and services specified by Buyer, or made by Seller, (b) will be of good material and workmanship, free from defects in material, design and workmanship, (c) will be merchantable and fit for the particular purposes of Buyer and its customers (to the extent Seller is on notice of those purposes); (d) will comply with all applicable laws and regulations, including but not limited to Seller's identification of any hazardous materials and Seller's providing to Buyer all applicable M.S.D.S. forms; and (e) that any tooling or dies sold or provided by Seller to Buyer will be capable of producing parts that are acceptable to Buyer and its customers. These warranties shall be in addition to any other warranty stated in this purchase order or available to Buyer under applicable law.
9. Indemnification of Buyer (General). Seller shall indemnify, defend, and hold Buyer and its agents harmless from all claims, liabilities, and expenses, including but not limited to actual attorney fees, sustained by Buyer or its agents that are caused by any action of Seller with regard to this Order, including but not limited to defects in any goods or services supplied by Seller.
10. Indemnification of Buffer (Patents). Seller shall indemnify, defend, and hold Buyer and its agents harmless from any claims, liabilities and expenses, including but not limited to actual attorney fees, sustained by Buyer or its agents and arising out of any claim of infringement of a patent, copyright, trademark, trade name, or other proprietary right, or claim of unfair trade or of unfair competition, in connection with the manufacture, sale or use of the goods or services sold by Seller to Buyer, except to the extent that any claim, liability, or expense arises solely from Seller's compliance with specifications furnished by Buyer.
11. Confidentiality of Buyer's Information. Any information disclosed by Buyer to Seller is confidential and Seller agrees not to use or disclose any of that information (except as necessary to fulfill Seller's obligations under this purchase order) without Buyer's prior written consent.
12. Tools and Equipment. Unless otherwise expressly provided on the reverse side, all facilities, tools, jigs, dies, fixtures, patterns and equipment furnished to Seller by Buyer to perform the contract, or for which Seller has been reimbursed by Buyer, shall remain the property of Buyer. Seller shall mark all tools, jigs, dies, fixtures, patterns and equipment owned by Buyer in Seller possession with the Buyers Name and all applicable part number designations noting the latest version number if applicable. Seller agrees that Buyer has the right at any time, with or without reason, and without payment of any kind to retake possession of or request return of any tools and equipment belonging to Buyer. Seller shall maintain property damage insurance on that property covering the period when the property is in the Seller's possession and shall keep the property in reasonable repair. Seller shall return to Buyer all property described in this section immediately upon completing the manufacture of the goods. All shipping charges for the property described in this paragraph shall be Buyer's responsibility. Risk of loss during shipment shall be on Buyer.
13. Termination Without Breach. Buyer may terminate without breach or cause the
contract evidenced by this Order at any time as to all or any part of the undelivered goods or services, by giving written notice to Seller. If Seller is not at fault, Buyer agrees to pay termination charges limited to the cost of labor and materials for producing goods under this purchase order incurred by Seller prior to the time Buyer notifies Seller of termination, less any net recovery to Seller on disposition or other use of the goods. Seller shall use its best efforts to mitigate its damages under this section. Upon receipt of notice of termination, Seller, unless otherwise directed in writing by Buyer, shall (a) terminate immediately all work under this Order; (b) transfer title and deliver to Buyer the finished work, the work in process, and the parts and materials that Seller produced or acquired in accordance with this Order and that Seller cannot use in producing goods for itself or for others; (c) settle all claims by subcontractors approved by Buyer for reasonable costs that are rendered unrecoverable by the termination; (d) take actions reasonably necessary to protect property in Seller's possession in which Buyer has an interest; and (e) cooperate with Buyer in effecting the resourcing of Seller's goods and/or services covered by this Order to a different supplier designated by Buyer.
14. Seller's Default. Seller is in default if any of the following occurs:
(a) Seller breaches, repudiates, or threatens to breach any term in the contract evidenced by this Order or in any other agreement between Seller and Buyer;
(b) Insolvency of Seller or filing of a voluntary or involuntary petition in bankruptcy with respect to Seller;
(c) Appointment of a receiver or trustee for Seller; or
(d) Execution of an assignment for the benefit of creditors of Seller.
15. Buyer's Remedies. In the event of Seller's default, Buyer may exercise any remediesavailable under applicable law, including but not limited to:
(a) Seller's immediate correction, repair, or replacement of the goods and services at Seller's expense;
(b) Buyer may suspend payments, suspend performance, or cancel all or any part of the balance of any contract with Seller;
(c) Buyer, in its sole discretion, may choose to replace the goods with goods from a different seller, and seller shall (1) reimburse Buyer for the cost of the replacement goods, (2) refund to Buyer all payments made to Seller, and (3) cancel all or any part of the balance of the contract with seller; and
(d) Seller shall reimburse Buyer for all damages suffered due to Seller's breach, including but not limited to incidental, consequential and other damages, as well as lost profits, actual attorney fees, and court costs.
The remedies in this Order shall be cumulative and in addition to any other remedies allowed to Buyer under applicable law. No waiver by Buyer of any breach or remedy shall be a waiver of any other breach or remedy.
16. Limitation on Seller's Remedies. If Buyer breaches any term in this Order, Buyer shall not be liable for any incidental, consequential, indirect or any other special damages of Seller, including but not limited to lost profits or Seller's attorney fees. Any action against Buyer arising out of this Order must be filed within one (1) year after the claim accrues.
(a) Compliance with Laws. Seller warrants that it is and will remain in compliance with all federal, state and local laws, regulations and ordinances relating to Seller's ability to perform its obligations under this purchase order.
(b) Setoff. Buyer has the right to deductions or setoffs of any sums due to Buyer from Seller (whether or not arising from this Order) against any sums due to Seller from Buyer (whether or not arising from this Order).
(c) Assignment. Seller shall not assign its rights or delegate its duties under this Order without Buyer's prior written consent. Buyer may assign to any third party its rights and obligations under this Order.
(d) Entire Agreement and Amendment. This Order contains all of the terms of
the agreement between Seller and Buyer with regard to its subject matter and supersedes all prior oral or written representations, agreements, and other communications between Seller and Buyer. The contract evidenced by this Order may be amended only by a writing signed by Seller and an officer of Buyer.
(e) Severability. All terms shall be enforced only to the maximum extent
permitted by law. If any term is invalid or unenforceable, all other terms shall remain in effect.
(f) State Law. The sale of goods and services in accordance with this Order shall be governed in all respects by the laws of the State of Michigan.
(g) Jurisdiction and Venue. Seller and Buyer agree that any action arising out of the sale of goods or services in accordance with this Order will be brought, heard, and decided in Oakland County, Michigan. Seller submits to personal jurisdiction in Michigan.