PURCHASINGTERMS ANDCONDITIONS OFSCHUTTE-BUFFALOHAMMERMILL, LLC는
1. Applicability.
(는) These terms and conditions of purchase (these “이용 약관“) are the only terms which govern the purchase of the goods (“Goods“) and services (“Services“) by Schutte-Buffalo Hammermill, LLC는 (“Buyer“) from the seller named on the reverse side of these Terms (“Seller“). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
(b) The Schutte-Buffalo issued purchase order (the “Purchase Order“) and these Terms (총칭, this “Agreement“) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Seller’s general terms and conditions of sale regardless whether or when Seller has submitted its sales confirmation or such terms. This Agreement expressly limits Seller’s acceptance to the terms of this Agreement. Fulfillment of this Purchase Order constitutes acceptance of these Terms.
2. Delivery of Goods and Performance of Services.
(는) Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the “Delivery Date“). If no delivery date is specified, Seller shall deliver the Goods as soon as possible. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate this Agreement immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery Date.
(b) Seller shall deliver all Goods to the “Ship To” address specified in the Purchase Order (the “Delivery Point“) during Buyer’s normal business hours or as otherwise instructed by Buyer. Seller shall pack all goods for shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition.
(c) Seller acknowledges that time is of the essence with respect to Seller’s obligations hereunder and the timely delivery of the Goods and Services, including all performance dates, timetables, project milestones and other requirements in this Agreement.
3. Quantity. If Seller delivers more 1% or less than 1% of the quantity of Goods ordered, Buyer may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller’s sole risk and expense.
4. 배송 조건. Delivery shall be made in accordance with the Shipping Terms set forth on the Purchase Order. The Job Number(s) associated with each line item must appear on all shipping documents, order acknowledgements, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Purchase Order.
5. 소유권 및 위험 부담. 소유권 및 위험 부담은 목적지에서 물품이 인도될 때 구매자에게 이전됩니다..
6. 부적합 물품의 검사 및 거부. 구매자는 인도일 이후에 물품을 검사할 권리가 있습니다.. Buyer, 단독 재량으로, 모든 물품 또는 일부 샘플을 검사할 수 있으며, 물품이 부적합하거나 불량하다고 판단되는 경우 일부 또는 전체 물품을 거부할 수 있습니다.. 구매자가 일부 물품을 거부하는 경우, 구매자는 다음 권한을 가집니다., 판매자에게 서면 통지를 한 시점부터 효력이 발생합니다., 받는 사람: (는) 본 계약을 전부 해제할 수 있습니다.; (b) 적절히 감액된 가격으로 물품을 수락할 수 있습니다.; 또는 (c) 물품을 거부하고 거부된 물품을 대체하도록 요구할 수 있습니다.. 구매자가 물품의 대체를 요구하는 경우, 판매자는, 자신의 비용으로 제공해야 합니다., promptly replace the nonconforming or defective Goods and pay for all related expenses, 포함 하 여, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Agreement for cause pursuant toSection 166. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Agreement, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.
7. Price. The price of the Goods and Services is the price stated in the Purchase Order (the “Price“). If no price is included in the Purchase Order, the Price shall be the price set out in Seller’s published price list in force as of the date of the Purchase Order/DATE. Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties, fees and applicable taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer.
8. Payment Terms. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with these Terms. Buyer shall pay all properly invoiced amounts due to Seller within 60 days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller.
9. Seller’s Obligations Regarding Services. 판매자는:
(는) before the date on which the Services are to start, obtain, and at all times during the term of this Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services;
(b) comply with all rules, regulations and policies of Buyer, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by Buyer to certain areas of its premises or systems for security reasons, and general health and safety practices and procedures;
(c) 본 계약에 따른 서비스 제공과 관련된 완전하고 정확한 기록을 유지하며, 구매자가 승인하는 형식으로 서비스를 제공하는 데 판매자가 사용한 시간과 사용한 자료 기록을 포함하며. 본 계약 기간 중 및 이후 2년 동안, 구매자의 서면 요청에 따라, 판매자는 구매자가 해당 기록을 검사하고 복사할 수 있도록 허용하며, 판매자 직원과 관련하여 서비스 제공;
(d) 모든 사람, 직원, 대리인, 하청업체, 판매자를 대신하거나 대리하는 누구든지, 적절한 면허를 취득하고, 관련 법률에 따라 인증 또는 인증받았으며, 적절한 기술을 갖추었으며, 서비스를 수행할 경험과 자격을 갖추었는지 보장;
(e) ensure that all of its equipment used in the provision of the Services is in good working order and suitable for the purposes for which it is used, and conforms to all relevant legal standards and standards specified by the Buyer; 그리고
(f) keep and maintain any Buyer equipment in its possession in good working order and shall not dispose of or use such equipment other than in accordance with the Buyer’s written instructions or authorization.
10. Change Orders. Buyer may at any time, by written instructions and/or drawings issued to Seller (each a “Change Order“), order changes to the Services. Seller shall within 2 days of receipt of a Change Order submit to Buyer a firm cost proposal for the Change Order. 구매자가 해당 비용 제안을 수락할 경우, 판매자는 비용 제안서와 본 계약의 조건 및 조건에 따라 변경된 서비스를 진행해야 한다. Seller acknowledges that a Change Order may or may not entitle Seller to an adjustment in the Seller’s compensation or the performance deadlines under this Agreement.
11. Warranties.
(는) Seller warrants to Buyer that for a period of twelve months from the Delivery Date, all Goods will:
(i) be free from any defects in workmanship, material and design;
(ii) conform to applicable specifications, drawings, designs, samples and other requirements;
(iii) be fit for their intended purpose and operate as intended;
(4) be merchantable;
(v) be free and clear of all liens, security interests or other encumbrances; 그리고
(vi) not infringe or misappropriate any third party’s patent or other intellectual property rights.
These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Buyer;
(b) Seller warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; 그리고
(c) the warranties set forth in this document are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Goods or Services with the foregoing warranties. If Buyer gives Seller notice of noncompliance pursuant to this Section, 판매자는, at its own cost and expense, within five days (i) replace or repair the defective or nonconforming Goods and pay for all related expenses, 포함 하 여, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer, 그리고, if applicable, (ii) repair or re-perform the applicable Services.
12. General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Buyer’s subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees (총칭, “Indemnitees“) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (총칭, “Losses“) arising out of or occurring in connection with the Goods and Services purchased from Seller or Seller’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer’s prior written consent.
13. Intellectual Property Indemnification. 판매자는, 자신의 비용으로 제공해야 합니다., defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer’s or Indemnitee’s use or possession of the Goods or use of the Services infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any settlement without Buyer’s or Indemnitee’s prior written consent.
14. Limitation of Liability. Nothing in this Agreement shall exclude or limit (는) Seller’s liability set forth herein, 또는 (b) Seller’s liability for fraud, personal injury or death caused by its negligence or willful misconduct.
15. Compliance with Law. Seller shall comply with all applicable laws, regulations and ordinances. Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Seller shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Seller. 판매자는 정부 수입 허가가 필요한 상품의 선적에 대해 모든 책임을 집니다. 정부 기관이 반덤핑 또는 상계 관세 또는 기타 벌금을 부과할 경우 구매자는 이 계약을 종료할 수 있습니다.
16. 해지. 이 조건에 따라 제공되는 구제 조치 외에도, 구매자는 판매자에게 서면 통지하는 즉시 이 계약을 종료할 수 있다, 상품 수락 전후나 판매자의 서비스 제공 전후, 판매자가 이 조건들 중 어느 것도 이행하거나 준수하지 않았다면, 전부 또는 일부. 구매자가 어떤 이유로든 계약을 해지할 경우, 판매자의 유일하고 독점적인 구제책은 해지 이전에 수령 및 수령한 상품과 구매자가 수락한 서비스에 대한 지불.
17. 면책 면책. No waiver by Buyer of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Buyer. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
18. Confidential Information. All non-public, confidential or proprietary information of Buyer, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the purpose of performing this Agreement and may not be disclosed or copied unless authorized in advance by Buyer in writing. Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (는) in the public domain; (b) known to Seller at the time of disclosure; 또는 (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
19. Force Majeure. Neither party shall be liable to the other for any delay or failure in performing its obligations under this Agreement to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (“Force Majeure Event“). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes or industrial disturbances. Seller’s economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under this Agreement. If a Force Majeure Event prevents Seller from carrying out its obligations under this Agreement for a continuous period of more than 5 business days, Buyer may terminate this Agreement immediately by giving written notice to Seller.
20. Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. 구매자는 판매자의 사전 서면 동의 없이 언제든지 본 계약에 따른 권리 또는 의무의 일부 또는 전부를 제휴사나 구매자의 자산 전부 또는 대부분을 취득하는 자와 양도하거나 이전할 수 있다.
21. 당사자 간 관계. 당사자 간 관계는 독립 계약자. 본 계약에 포함된 어떠한 내용도 대리인 설립으로 해석되지 않는다, 파트너십, 합작 투자 또는 기타 형태의 공동 사업, 당사자 간의 고용 또는 신탁 관계, 어느 한쪽도 상대방을 어떠한 방식으로든 계약하거나 구속할 권한이 없다.
22. 제3자 수익자 없다. 이 계약은 당사자들과 그 후계자 및 허용된 양수인만을 위한 것이며 여기에는 아무런 내용이 포함되지 않는다, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
23. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.
24. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the County of Erie, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
25. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth on the face of the Purchase Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (는) upon receipt of the receiving party, 그리고 (b) if the party giving the Notice has complied with the requirements of this Section.
26. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
27. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction/Arbitration and Survival.
28. Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms by an authorized representative of Buyer.