Schutte-Buffalo termos de compra

PURCHASING TERMS e CONDITIONS DE SCHUTTE-BUFFALO HAMMERMILL, LLC

1. Aplicabilidade.

(um) Estes termos e condições de compra (Estes “Termos“) são apenas termos que regem a compra das mercadorias (“Bens“) e serviços (“Serviços“) por Schutte-Buffalo Hammermill, LLC (“Comprador“) do vendedor chamado no verso destes termos (“Vendedor“). Não obstante qualquer coisa aqui, ao contrário, se um contrato escrito assinado por ambas as partes está na existência, cobrindo a venda dos bens e serviços abrangidos pelo presente, Disseram que os termos e condições do contrato prevalecerão na medida em que eles são incompatíveis com estes termos.

(b) Schutte-búfalo emitiu a ordem de compra (o “Ordem de compra“) Estes termos e (coletivamente, Este “Acordo“) constituem o acordo integral entre as partes, e substitui todos os entendimentos anteriores ou contemporâneos, acordos de, negociações, representações e garantias, e comunicações, escrita e oral. Estas condições prevalecem sobre qualquer vendedor ’ s termos e condições gerais de venda independentemente se ou quando o vendedor apresentou sua confirmação de vendas ou tais termos. Neste contrato limita expressamente o vendedor ’ aceitação dos termos deste acordo s. Cumprimento desta ordem de compra constitui a aceitação destes termos.

2. Entrega de bens e prestação de serviços.

(um) Vendedor deverá entregar as mercadorias nas quantidades e na data(s) especificado no pedido de compra ou acordado em contrário por escrito pelas partes (o “Data de entrega“). Não se for especificada nenhuma data de entrega, Vendedor deverá entregar as mercadorias mais rápido possível. Se o vendedor não entregar as mercadorias integralmente na data de entrega, Comprador pode rescindir este contrato imediatamente, fornecendo notificação escrita ao vendedor e vendedor deverá ressarcir o comprador contra quaisquer perdas, reclamações, danos, e os custos e as despesas directamente imputáveis ao vendedor ’ falha s para entregar a mercadoria na data de entrega.

(b) Vendedor deverá entregar todas as mercadorias para o "nave" endereço especificado no pedido de compra (o “Ponto de entrega“) durante o comprador ’ negócios normal horas ou caso contrário instruído pelo comprador. Vendedor deve embalar todos os bens para a expedição de acordo com o comprador ’ instruções s ou, Se houver instruções, de forma suficiente para garantir que as mercadorias são entregues na condição sem danos.

(c) Vendedor reconhece que o tempo é da essência em relação ao vendedor ’ obrigações s neste contrato e a entrega oportuna dos bens e serviços, incluindo todas as datas de desempenho, horários, etapas de projeto e outros requisitos do presente acordo.

3. Quantidade. Se o vendedor entrega mais 1% ou menos de 1% ou menos de, 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. Shipping Terms. A entrega deve ser feita em conformidade com as condições de transporte estabelecidas no pedido de compra. O número de emprego(s) associada a cada item de linha deve aparecer em todos os documentos de transporte, confirmações de ordem, Etiquetas de envio, de embarque, cartas de porte aéreo, facturas, correspondência e quaisquer outros documentos relativos ao pedido.

5. Título e risco de perda. Título e risco de perda passa ao comprador no momento da entrega das mercadorias no destino.

6. Inspeção e rejeição de mercadorias não conformes. Buyer has the right to inspect the Goods on or after the Delivery Date. Comprador, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, Para: (um) rescind this Agreement in its entirety; (b) accept the Goods at a reasonably reduced price; ou (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming or defective Goods and pay for all related expenses, incluindo a, 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 to Section 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 (o “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. Seller shall:

(um) 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) maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Seller in providing the Services in such form as Buyer shall approve. During the term of this Agreement and for a period of two years thereafter, upon Buyer’s written request, Seller shall allow Buyer to inspect and make copies of such records and interview Seller personnel in connection with the provision of the Services;

(d) ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the Services;

(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; e

(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 aChange 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. If Buyer accepts such cost proposal, Seller shall proceed with the changed services subject to the cost proposal and the terms and conditions of this Agreement. 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.

(um) 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;

(IV) be merchantable;

(v) be free and clear of all liens, security interests or other encumbrances; e

(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; e

(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, Seller shall, at its own cost and expense, within five days (i) replace or repair the defective or nonconforming Goods and pay for all related expenses, incluindo a, 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, e, 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 (coletivamente, “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 (coletivamente, “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. Seller shall, at its expense, 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 (um) Seller’s liability set forth herein, ou (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. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

16. Termination. In addition to any remedies that may be provided under these Terms, Buyer may terminate this Agreement with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods or the seller’s delivery of the Services, if Seller has not performed or complied with any of these Terms, in whole or in part. If Buyer terminates the Agreement for any reason, Seller’s sole and exclusive remedy is payment for the Goods received and accepted and Services accepted by Buyer prior to the termination.

17. Waiver. 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 asconfidentialin 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: (um) in the public domain; (b) known to Seller at the time of disclosure; ou (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. Buyer may at any time assign or transfer any or all of its rights or obligations under this Agreement without Seller’s prior written consent to any affiliate or to any person acquiring all or substantially all of Buyer’s assets.

21. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

22. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, 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, reclamações, demands, waivers and other communications hereunder (each, um “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 (um) upon receipt of the receiving party, e (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. Disposições destes termos que, pela sua natureza, deve ser aplicado depois de seus termos permanecerão em vigor após qualquer rescisão ou expiração do presente acordo, incluindo, but not limited to, as seguintes disposições: Cumprimento das leis, Confidential Information, Governing Law, Submissão à jurisdição/arbitragem e sobrevivência.

28. Alteração e modificação. Estes termos só podem ser alterados ou modificados em um escrito declarando que especificamente que ele altera a estes termos, por um representante autorizado da Compradora.