Supplier Terms and Conditions
PACKAGING, MARKING, SHIPPING AND RECEIVING INSTRUCTIONS:
- The Purchase Order No. MUST appear on all shipping documents, Bills of Lading, Invoices, Correspondence, and must be permanently marked on the outside of every shipping container.
- Packing List MUST be completed for each Purchase Order No. and MUST be attached to the outside of a shipping container, and marked on all freight bills.
Terms and Conditions
- PRICE. The price shall not be higher than that appearing on the face of the Purchase Order or if no price appears thereon, then no higher than that last quoted to Ingenu. The price shall not exceed the net price given by Supplier to others for similar services, material and quantity. No charge will be allowed for packing, crating, freight, express or any other carriers, charges or cartage, unless designated on the Purchase Order.
- CANCELLATION. Ingenu may terminate all or any part of a Purchase Order at any time for its convenience upon written notice to Supplier, except when goods being purchased are mutually agreed upon as NCNR. Ingenu will pay a reasonable termination charge based on a percentage of the order price reflecting the percentage of work performed by Supplier prior to termination. Any claim for payment of such termination charges must be submitted in writing to Ingenu within thirty (30) days of receipt of written notice of termination. Ingenu shall have the right to audit all elements of the termination claim, and Supplier shall make available to Ingenu on request all books, records and papers relating thereto. Late deliveries, deliveries of products which are defective or which do not conform to the Purchase Order, failure to perform as agreed, and failure to provide reasonable assurances of future performance upon request, shall entitle Ingenu to terminate this order for cause. In such event, Supplier shall be liable to Ingenu for any damages (or at Ingenu’s option, specific performance) incurred as a result of Supplier’s breach or default. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from an unforeseeable cause beyond its reasonable control, except that Ingenu may terminate all or any portion of this order without liability to Supplier if such delay or failure to perform by Supplier or on behalf of Supplier extends beyond thirty (30) days of Ingenu’s requested delivery date. INGENU’S TOTAL LIABILITY FOR DAMAGES UNDER THIS ORDER SHALL NOT EXCEED THE PRICE ALLOCABLE TO THE GOODS OR SERVICES GIVING RISE TO THE CLAIM.
- COMPLIANCE WITH LAWS. Supplier warrants that all goods and services supplied pursuant to a Purchase Order will have been produced and supplied in compliance with all applicable federal, state and local laws, orders, rules and regulations. Supplier shall indemnify Ingenu against any liability caused by any non-compliance with this provision.
- INSPECTION AND ACCEPTANCE. All material or services under a Purchase Order will be subject to inspection and acceptance after delivery or performance. Material failing to meet the requirements of the Purchase Order will be held at Supplier’s risk and may be returned at Supplier’s expense. Services failing to meet the requirements shall be re-performed at Supplier’s expense.
- EXCUSABLE FAILURE OR DELAY. The Supplier shall not be held responsible for failure of or delay in performance nor Ingenu for failure or delay in accepting performance hereunder if such failure or delay is due to act of God or the public enemy, war, governmental acts or regulations, fire, flood, embargo, quarantine, epidemic, differences with workmen, accident, unusually severe weather, or other cause, either similar or dissimilar to the foregoing, beyond their control. In the event of failure of or delay in the delivery or acceptance for any such cause the quantity provided for in the Purchase Order may be reduced accordingly by written notice by either party to the other.
- INTELLECTUAL PROPERTY INDEMNITY. By acceptance of an Ingenu Purchase Order order, Supplier agrees to indemnify Ingenu against all claims, judgments, decrees, costs and expenses, and attorney’s fees incident to any proceeding which may be brought against Ingenu or its agents, distributors, customers, or other vendors based on a claim of alleged copyright, trademark, maskwork right, or patent infringement, as well as for an alleged claim of unfair competition resulting from similarity in design, trademark or appearance of goods or services furnished under this order, unless the goods or services are of Ingenu design or formula. Supplier agrees that it will, upon request of Ingenu and at Supplier’s own expense, defend or assist in the defense of any action which may be brought against Ingenu or its agents, distributors, customers, or other vendors for such infringement or claimed infringement or alleged claim of unfair competition. Ingenu agrees to notify Supplier promptly upon receipt of notice of infringement or information of such a suit having been filed.
- CHANGES IN WRITING. The terms and conditions of an Ingenu Purchase Order constitute the only terms which shall govern the order. No other agreement or quotation or any acknowledgement of Supplier in any way modifying any of the provisions of this order will be binding upon Ingenu unless made in writing and accepted in writing by Ingenu, and shipment of goods or performance of services pursuant to the Purchase Order shall be deemed to be an acceptances by Supplier of the terms and conditions of the Purchase Order. The Purchase Order shall be governed by and construed in accordance with the laws of the State of California.
- DISCLOSURE. Unless otherwise agreed to in a writing signed by an authorized Ingenu officer, any information disclosed to Ingenu by Supplier in connection with an Ingenu Purchase Order such as through discussions with Ingenu’s representatives or in the form of brochures, descriptions, manuals, drawings or otherwise-whether or not labeled to indicate that the contents are of a proprietary or confidential nature-shall be considered as having been disclosed to and received by Ingenu on a non confidential basis as part of the consideration for the order. Ingenu shall have no legal obligation to Supplier not to use, and/or disclose such information except for obligations arising under patent laws.
- OVERSHIPMENT. Material shipped in excess of quantity ordered may be returned at the Supplier’s expense.
- COUNTRY OF ORIGIN. United States law requires every article of foreign origin imported into the United States, or its immediate container, and the outer package in which such article is imported, be marked, branded, or labeled, legibly in English words, in a conspicuous place, in such manner as to indicate the country of origin (manufacture) of such article.
Shipments of materials of foreign manufacture into the United States must also indicate country of origin and labeling must comply with the previous paragraph. Further work or material added to an article in a country must effect a substantial transformation in order to render such country the “Country of Origin”. United State Customs’ Law makes compliance to this regulation mandatory. Failure to comply may result in impoundment of your shipment. Any and all fines, penalties, storage costs, etc., by United States Customs are the responsibility of the exporter.
- PRIVACY. If Supplier is required to have occasion to access personal identifiable data regarding Ingenu customers or employees, it shall separately execute a document for the protection of such data in a form acceptable to Ingenu.
- WARRANTY. Seller warrants, for a one (1) year period from the date of receipt by Ingenu, that all products or services delivered hereunder shall be free from defects and shall conform to specifications, drawings or samples supplied by Supplier. In addition to any other rights Ingenu may have , Ingenu may, at its option, either return for full credit or require repair or replacement of defective or nonconforming products. Returns and repairs of defective or nonconforming products hereunder shall be made at Supplier’s expense.
- CONFIDENTIAL PROPRIETARY INFORMATION. Any information or data furnished by Ingenu to Supplier under this order in the form of specifications, drawings, reprints, technical information, equipment, prototypes, forecasts, schedules, or other technical or business information, shall be deemed Ingenu Confidential Proprietary Information, shall remain Ingenu’s property, shall be kept confidential, and shall be promptly returned to Ingenu at Ingenu’s request. Supplier shall not disclose, without Ingenu’s written permission, any such information or data to any other person, or use such information or data for any purpose other than performing this order. The obligations under this paragraph shall survive cancellation, termination, or completion of this order. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Supplier to Ingenu shall be deemed secret or confidential.
- PAYMENT TERMS. Payment terms are 2%15N45 from date of invoice (unless otherwise agreed to and designated on the Purchase Order). Invoices should be sent to firstname.lastname@example.org. Correct Purchase Order number MUST appear on the Invoice, or it will be returned. Indicate correct price in the same units as shown on the Purchase Order. Invoices sent elsewhere within Ingenu, will result in delayed processing and count impact payment date.
- PRODUCTIVITY. Ingenu and Supplier agree to jointly establish goals to improve productivity of Products and services provided herein as measured either by (a) a reduction in the price of such Products and services, or (b) a reduction in the unit manufacturing cost of Ingenu goods. Ingenu and Supplier agree that to the extent such productivity measures are implemented, the goal shall be for Ingenu to benefit by double-digit productivity gains year over year during the term of this Agreement.
- INVOICE AUDITING; DISPUTED OR UNDISPUTED AMOUNTS DUE. Supplier acknowledges that Ingenu may: Conduct an audit of Supplier’s compliance with the terms of the Agreement or Purchase Order relating to any invoice. During the pendency of the audit, not to exceed 30 days (the “Audit Period”), Ingenu may suspend any or all amounts due on invoices to be audited, whether disputed or not. Within the longer of (a) 15 days after the Audit Period or (b) the normal payment cycle for an unpaid invoice, Ingenu shall remit such suspended amounts unless the results of the Audit reveal an uncured breach of Supplier’s obligation under the Agreement or Purchase Order. In the event the invoice audit uncovers a discrepancy, Ingenu will suspend any payment that is disputed in good faith, subject to Ingenu’s immediate implementation of the dispute resolution provisions of this Agreement or Purchase Order, if any. Supplier shall cooperate fully in providing all relevant documentation that might be requested by Ingenu to promptly resolve invoicing disputes.
- MATERIAL SAFETY DATA SHEETS. Supplier shall provide a Material Safety Data Sheet for those chemicals purchased under this order which are regulated by OSHA’s hazard communication regulations set forth in 29 C.F.R. 1910.1200. All chemical suppliers certify, by acceptance of this order, that the chemicals purchased are on the Toxic Substances Control Act, 15 U.S.C.S. §2601, et. seq., chemical inventory or are subject to an exemption and that such exemption is specified in the Material Safety Data Sheet.
- EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION. This order incorporates by reference: (a) all provisions of 41 C.F.R. 60-1.4 and 60-2 as implemented by Federal Acquisition Regulation (FAR) 52.222-26(b)(1)-(11) pertaining to the Equal Opportunity clause; (b) all provisions of 41 C.F.R. 60-250 as implemented by FAR 52.222-35 and -37 pertaining to employment reports and affirmative action for disabled veterans and veterans of the Vietnam Era; and (c) all provisions of 41 C.F.R. 60-741 as implemented by FAR 52.222-36 pertaining to affirmative action for handicapped/disabled workers. Supplier agrees to comply with any and all applicable State and Local Government Equal Employment Opportunity and Affirmative Action laws, including any and all applicable statutes, rules, regulations, ordinances and other guidelines.
- OZONE DEPLETING SUBSTANCES. Supplier agrees to comply with the Clean Air Act ozone depleting substances labeling regulations set forth in 40 C.F. R. Part 82, Subpart E.
- FORCED, INDENTURED AND/OR CONVICT LABOR. Supplier represents that the goods and services covered by this order, or components thereof, are not produced, manufactured, mined, or assembled, in whole or in part, with the use of forced, convict, and/or indentured labor under penal sanction as prohibited by any state law or U.S. statute, including any class of labor specified in section 307, Tariff Act of 1930, as implemented in 19 C.F.R. 12.42.