The Seller must honor the Bid Price for 45 calendar days.
The Seller need not be licensed.
The Seller need not be ISO compliant.
Shipping Terms: FOB destination to Toledo, Ohio
Additional delivery instructions:
Shipping costs included within the bid price (FOB Destination: Toledo, Ohio);
Flexible delivery schedule available
The Buyer will issue 1 purchase order over 1 month(s)
The Seller will ship this order to 1 location
This purchase is taxable (note: tax will not be included in the bid price)
This item requires setup from the Seller
Setup need not be included
Buyer will not pay for setup
Buyer will accept substitutes
A representative sample must be available for viewing within a 300 mile radius of Detroit prior to purchase.
1. Formation of Contract. This purchase order contains Buyer's offer to Seller, and becomes a binding Contract on the terms set forth herein when accepted by Seller either by acknowledgment or the commencement of performance hereof. No revision of this order shall be valid unless made in writing by Buyer. No condition stated by Seller in accepting or acknowledging this order shall be binding upon Buyer if inconsistent with or in addition to the terms and conditions herein unless expressly accepted in writing by Buyer.
2. Price. Unless otherwise agreed to in writing between the parties prior to shipment, the price shall be fixed as it appears on the purchase order.
3. Payment Terms. Seller shall issue an original invoice, which shall include Buyer's purchase order number, line item number, quantity, description of Goods, unit price, sales and use tax (if applicable), terms and discounts. Seller shall forward its invoice to the address specified in this Contract. Seller shall not issue any invoice prior to the actual delivery date of Goods. Unless freight or other charges are itemized, Buyer may take any offered discount on the full amount of the invoice. Payment due date, including discount periods, shall be computed from the later of the actual delivery date of Goods or the date of Buyer's receipt of a correct invoice.
4. Delivery. Seller shall:
A. Pack Goods to prevent damage and deterioration. No charges will be allowed for packing or packaging unless stated. Unless this Contract specifies otherwise, the price includes shipping charges for Goods sold F.O.B. destination. Buyer may charge Seller, or take credit on the applicable invoice, for damage to or deterioration of any Goods resulting from improper packing or packaging.
B. Consolidate Goods shipped by Seller on the same day on one Bill of Lading or Airbill, unless Buyer authorizes otherwise.
C. Not deliver Goods prior to the scheduled delivery dates, or in multiple shipments, unless authorized by Buyer. Late deliveries may be cause for a price reduction, or cancellation pursuant to Item 10 below, at Buyer's discretion. Buyer shall, at no additional cost, retain Goods furnished in excess of the specified quantity or in excess of any allowable overage unless, within 30 days of shipment, Seller requests return of such excess. In the event of such request, Seller shall pay or reimburse Buyer for costs associated with storage, handling, packaging and shipping to return the excess.
5. Acceptance and Rejection.
A. Buyer shall accept Goods or give Seller notice of rejection within a reasonable time after receipt at destination. No inspection, test, delay, or failure to inspect or test, or failure to discover any defect or other nonconformance, shall relieve Seller of any obligations under this Contract or impair any rights or remedies of Buyer or Buyer's customer.
B. If Seller delivers nonconforming Goods, Buyer may, at its option and at Seller's expense: (i) return Goods for credit or refund; (ii) require Seller to promptly correct or replace Goods; (iii) correct Goods; or (iv) obtain replacement Goods from another source. Seller shall not redeliver corrected or rejected Goods without disclosing to Buyer the former rejection or requirement for correction.
6. Warranties and Indemnification. In addition to any standard warranty or guaranty of Seller, Seller further expressly warrants that all Goods ordered to specifications will conform thereto and to the drawings, samples or other descriptions furnished or adopted by Buyer and further expressly warrants that all Goods furnished under this Contract: (i) shall be free from defects in materials and workmanship; (ii) are of merchantable quality and are fit and safe for the purpose for which purchased or apparently intended by Buyer or Buyer's customer; (iii) have been manufactured, packaged, labeled and are now being furnished in compliance with all applicable federal, state and local laws, including, but in no way limited to, the Consumer Products Safety Act, the Fair Labor Standards Act, the Federal Food, Drug & Cosmetic Act and the National Traffic and Motor Vehicle Safety Act of 1966; (iv) are being conveyed by Seller's good and rightful title, and will be delivered free from any security interest or other lien or encumbrance of any third person or any rightful claim of any third person; and (v) do not infringe on any United States or foreign trademark, patent or other intellectual property rights of any third person. These warranties shall run to Buyer, its successors and assigns, and Buyer's customers. Further, Seller will indemnify, defend and hold harmless Buyer, its successors and assigns, and Buyer's customers (collectively called "Indemnified Parties") from any and all such claims, suits, actions, awards, including, but not limited to, awards based on intentional infringement of patents known to Seller at the time of such infringement, exceeding actual damages and/or including attorney's fees and/or costs, liabilities, damages, costs and attorney's fees (collectively called "Claims") related to the actual or alleged infringement of any United States or foreign intellectual property right, and arising out of the manufacture, sale or use of Goods by Indemnified Parties. Indemnified Parties, will duly notify Seller of any such Claim; and Seller will, at its own expense, fully defend such Claim on behalf of Indemnified Parties.
7. Insurance. In order to secure the indemnity provisions of item 6 above, Seller hereby agrees:
To maintain, during the term of this Contract, the following insurance coverage:
Comprehensive or Commercial General Liability Insurance, including Products Liability coverage and Broad Form Vendors Endorsement, on an occurrence basis, including contractual liability insurance, with limits not less than $1,000,000. Prior to the furnishing of Goods, Seller will furnish Buyer a Certificate of Insurance, stipulating that Seller has in force all coverages required above, in the limits set out above, naming Buyer, its subsidiaries and affiliated companies, its employees and its agents, as Additional Insureds. Buyer shall have thirty (30) days prior written notice of any cancellation, material change, reduction of coverage or non-renewal of coverage.
8. Prohibition Against Forced Labor, Child Labor and Trans-Shipments. Seller certifies, represents and warrants that Goods are not mined, produced, manufactured, assembled or packaged by the use of forced labor, prison labor or forced or illegal child labor and that Goods were not trans-shipped for the purpose of mislabeling, evading quota or country of origin restrictions or for the purpose of avoiding compliance with forced labor, prison labor or child labor laws.
9. Taxes. Unless this Contract specifies otherwise, the prices reflected herein include, and Seller is liable for and shall pay, all taxes, impositions and charges impose on or measured by this Contract except for sales and use taxes for which Buyer specifically agrees to pay and which are separately stated on Seller'sinvoice. Prices shall not include any taxes, impositions or charges for which Buyer has furnished a valid exemption certificate or other evidence of exemption.
10. Cancellation. Buyer may cancel, at no charge from Seller, all or any part of this Contract:
A. At any time prior to shipment.
B. If Seller fails to deliver Goods within the time specified by this Contract or any written extension.
C. If Seller fails to perform any other provision of this Contract.
D. In the event of Seller's suspension of business, insolvency, appointment of a receiver for Seller's property or business, or any assignment, reorganization or arrangement by Seller for the benefit of its creditors.
E. In the event any force majeure of Buyer, which includes, but is in no way limited to, lockouts, strikes, riots, war, fire, civil insurrection, flood, earthquake, or any other casualty or cause beyond Buyer's control, which might reasonably tend to impede or delay the reception, handling, inspecting, processing or marketing of Goods.
11. Assignment, Delegation and Subcontracting. Seller shall not assign any of its rights or interests in this Contract, or subcontract all or substantially all of Seller's performance of this Contract, without Buyer's prior written consent. Seller shall not delegate any of its duties or obligations under this Contract. No assignment, delegation or subcontracting by Seller, with or without Buyer's consent, shall relieve Seller of any of its obligations under this Contract.
12. Setoff. Buyer, its subsidiaries and affiliates may set off against amounts payable under this Contract all present and future indebtedness of Seller to Buyer arising from this or any other transaction, whether or not related thereto.
13. Rights, Remedies and Severability. Any failures, delays or forbearances of either party in insisting upon or enforcing any provisions of this Contract, or in exercising any rights or remedies under this Contract, shall not be construed as a waiver or relinquishment of any such provisions, rights or remedies; rather, the same shall remain in full force and effect. The rights and remedies set forth in this Contract are cumulative and in addition to any other rights or remedies that the parties may have at law or in equity. If any provision of this Contract is or becomes void or unenforceable by law, the remainder shall be valid and enforceable.
14. Governing Law. This Contract shall be governed by the laws of the state of Ohio.
15. Entire Agreement. This Contract contains the entire agreement of the parties, and supersedes any and all prior agreements, understandings and communications between Buyer and Seller related to the subject matter of this Contract. No amendment or modification of this Contract shall bind either party unless it is in writing and is signed by Buyer and Seller.