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Purchase Order : Terms and Conditions LoveNTouch Handicraft LLC, MI, USA www.loventouchhandicraft.com Rev 1A Date :- 01/02/2022 |
| This Purchase order is subject to terms and conditions specified unless otherwise agreed to in writing by both parties. |
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ACCEPTANCE: Unless otherwise agreed in a written agreement between Buyer and Supplier, this purchase order together with any documents specifically adopted by reference including drawings, specifications and releases ("Purchase Order" or "PO"), constitutes the entire agreement between the parties concerning the purchase of parts, products or services specified and (a) supersedes any previous representations including those in Supplier’s quotes or acknowledgements; (b) is an offer and Supplier’s written acknowledgement, commencement of work on the parts, products or services specified, or shipment of them constitutes Supplier’s acceptance; and (c) is expressly limited to these PO terms. Supplier’s additional or different terms or any attempt by Supplier to vary any of the terms of this PO, is objected to and rejected and shall be deemed a material alteration. This PO shall be deemed accepted by Supplier without any additional or different terms unless agreed to otherwise in writing by Buyer. It is agreed that it is the express wish of Buyer and Supplier that this Agreement and any related documents be drawn up and executed in English only. Il est la volonté expresse l'Acheteur et Fournisseur que cette convention et tous les documents s’y rattachant soient rédigés en anglais seulement. |
| BUYER'S COMMITMENT: Buyer will purchase parts, products or services at the price, and in the quantity on this PO or if this is a blanket PO, at the quantity indicated in the firm period of a release. A release is a written document issued by Buyer’s manufacturing location(s) stating the delivery dates and quantities needed. |
| PRICE: Supplier will provide the parts, products or services at the price in this PO or such other price as the parties agree. Supplier warrants that the price for the parts, products or services including discounts and rebates, is no less favorable than those prices extended to any other customer of Supplier for the same or similar parts, products or services in similar quantities. If Supplier at any time reduces its price to other customers, Supplier will also reduce its prices to Buyer. Supplier warrants that its prices are complete, and that no additional charges of any type shall be added without Buyer's prior written consent including, but not limited to, charges for shipping, packaging, labeling, storage, cartage, insurance, taxes, brokerage fees, customs duties, and surcharges of any type. Cash discounts shall be computed from the date of receipt by Buyer of a final invoice or receipt of the parts, products or performance of services, whichever occurs later. Supplier acknowledges that LoveNtouch has a policy of processing payments to its suppliers of indirect goods and services twice a month during the first and third week. Supplier agrees that payment of invoices due and owing under this PO that are paid according to such policy shall be considered timely payments. |
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DELIVERY: Terms of delivery are as indicated in this PO or as otherwise agreed upon by Buyer and Supplier. Supplier agrees that time is of the essence and is responsible for timely shipment of the parts or products to meet the quantities and delivery dates in releases and for performance of services by the dates agreed to. Buyer shall not be liable for material or labor commitments or production arrangements in excess of the amount or in advance of the time necessary to comply with this PO unless otherwise agreed in writing. If Supplier fails to meet Buyer’s releases, Buyer may without limiting its other rights/remedies, expedite shipments and debit Supplier for any excess costs incurred. Buyer shall have the right but not the obligation to purchase parts for service purposes at the price in this PO for up to 10 years after the parts are no longer used in Buyer’s production, or as otherwise agreed to by the parties. |
| CHANGES: Buyer may at any time by notice to Supplier change the specifications (including part number), time or place of delivery or performance, method of transportation, or other requirements. The parties will negotiate an equitable adjustment in price and terms where Supplier’s costs are materially affected, unless the change is necessary due to Supplier’s nonconformance or breach. |
| INSPECTION/TESTING: Payment for parts, products or services, or inspection or testing specified or performed by Buyer does not constitute acceptance or relieve Supplier of its obligations. Buyer may inspect parts, products or services provided and reject any or all of them which are in Buyer’s judgment defective or non-conforming. Rejected parts or products may be returned at Supplier’s expense and, in addition to other rights, Buyer may charge Supplier all expenses relating to the inspection and return. Buyer may require Supplier to provide to Buyer's satisfaction, any services previously rendered in a non-conforming, negligent, or unworkmanlike manner and to pay to Buyer any related damages. Nothing contained in this PO relieves Supplier from its obligation of testing, inspection and quality control. Buyer has all rights allowed by law in connection with this PO, including the applicable Statute of Limitations period, and such remedies shall be cumulative. Where Supplier’s breach or stop shipment threatens a shutdown of Buyer’s manufacturing facility, monetary damages will not be sufficient entitling Buyer to injunctive relief in addition to all other remedies. |
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ENVIRONMENTAL PROTECTION: Supplier shall label any parts or products supplied to Buyer if they contain or were manufactured with any “controlled substance” as defined by and as required by any applicable federal/state laws or regulations. |
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INDEMNIFICATION: Supplier agrees at its own expense to protect, defend, hold harmless and indemnify Buyer and Buyer's successors, assigns, agents and customers from and against any claims, damages, losses, costs and expenses (including attorneys' fees and settlement amounts) arising out of or resulting in any way from any (a) actual or alleged infringement or misappropriation of any intellectual property or trade secrets by reason of the manufacture, use or sale of any parts, products or services; (b) actual or alleged death of or injury to any person, damage to property, or any other damage or loss suffered, including economic loss, costs of rework or recall, that are alleged to result from or result from any (i) defective or non-conforming parts, products or services or breach of warranty, contract, negligence or intentional misconduct, including Buyer’s failure to warn due to Supplier’s parts or products; or (ii) actual or alleged violation by Supplier of any law, statute, administrative order, rule or regulation. |
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INTELLECTUAL PROPERTY: All inventions, designs, drawings, technologies, improvements, processes, copyrights, trademarks or the like ("Intellectual Property") that Supplier creates or develops in connection with this PO for the benefit of Buyer belong to Buyer. Supplier assigns to Buyer all right, title and interest in such Intellectual Property including as necessary, a perpetual, worldwide, non-exclusive, paid up, royalty free license to use it. |
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TERMINATION: (a) Buyer may terminate this PO or any order or release for cause in the event of any default by Supplier. Defaults include, but are not limited to: (i) late delivery; (ii) delivery of parts/products/services that are defective or that do not conform to this PO; (iii) failure upon request to provide Buyer with reasonable assurances of future performance; (iv) if parts or products become subject to antidumping or countervailing duty order; or (v) failure to comply with Supplier Code of Conduct. Additionally, Buyer may cancel this PO in the event of Supplier’s insolvency, filing of bankruptcy, assignment for creditors, appointment of a receiver, or inability of Supplier to pay debts as they mature or become due. If there is a termination for cause, Buyer shall not be liable to Supplier for any amount, and Supplier shall be liable to Buyer for all damages sustained because of Supplier’s breach or default. (b) Buyer also has the right to terminate this PO or any order under it without cause. In the event of such termination and upon notice by Buyer, Supplier shall immediately stop all work and cause its suppliers and subcontractors to stop work. Supplier shall be paid for work performed before the termination and shall submit its claim for this work within 30 days of the termination. Buyer reserves the right to verify the claim by auditing Supplier’s records. Supplier shall not be paid for any work performed after the specified termination date, nor for any costs incurred by Supplier’s suppliers or subcontractors which Supplier could reasonably have avoided. Buyer shall not, in any event, be liable for loss of profits or other cancellation charges. |
| APPLICABLE LAW: This PO shall be governed and interpreted by the laws of the State of Michigan, U.S.A., without regard to any conflicts of law provisions and excluding the United Nations Convention for the International Sale of Goods. All disputes shall be adjudicated exclusively in the state or federal courts in Michigan, U.S.A. except as follows. If Supplier is not located in the US, the parties agree that disputes shall be resolved by arbitration by the International Chamber of Commerce ("ICC") in accordance with its Rules of Arbitration upon request of either party. Place of arbitration will be in Chicago, Illinois, USA with proceedings and all filings conducted in English. The arbitration award shall be final and binding, and judgment may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Buyer shall always be entitled to initiate proceedings with local courts and other relevant authorities in the country in which the following described controversies, disputes or claims arise: (i) third party claims including personal injury, property damage or infringement of intellectual property; (ii) Supplier’s improper usage or refusal to turn over Buyer’s Tooling upon request; (iii) Supplier’s failure to fulfill its supply obligations under this PO; or (iv) any act or failure to act by Supplier that would cause Buyer in its opinion, irreparable harm. Nothing herein shall take away Buyer’s right to seek injunctive relief or a mandatory order in any court of competent jurisdiction |
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CUSTOMS, TRADE AND EXPORT LAWS: Supplier is expected to abide and comply with all applicable export and import laws and regulations when transferring goods, services, software or technology within your country or across national boundaries; comply with national and international sanctions and embargoes; and make sure that all duties, levies and tax obligations are duly satisfied. Export controls and economic sanctions regulate when, where, and to whom we can sell, give, or otherwise transfer our products, services or technical data. |
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CONFIDENTIALITY AND NON USE: Supplier shall not sell or otherwise provide to anyone other than Buyer any parts or products made in accordance with any drawings, designs or specifications that Buyer furnishes to Supplier or that include or are made according to Buyer’s Intellectual Property. Supplier shall maintain the confidentiality of, and not disclose or permit to be used the parts, products, any designs of or specifications for them, any Buyer Tooling or property, Intellectual Property, or any information concerning Buyer’s business, operations, or activities ("Confidential Information"), except to the extent necessary for Supplier to perform its obligations under this PO. Supplier agrees that breach of this paragraph would cause irreparable harm that entitles Buyer to injunctive relief. |
