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Research Inc. Terms and Conditions of Purchase |
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1.
Definitions. “Goods” means the goods or services
described in Research’s Purchase Order. “Buyer”
means Research Inc Manufacturing, Inc. “Seller”
means the supplier furnishing the Goods or services described
in Research’s Purchase Order. “Order”
means Research’s Purchase Order, these Terms and
Conditions of Purchase and any product specification exhibits.
2. Agreement. Research’s Order, whether oral, written,
or by facsimile is an offer that is expressly conditional
on Seller’s assent to these Terms and Conditions
of Purchase. Research’s offer shall be accepted
by Seller and a contract on these terms and conditions
entered into upon the transmittal of Seller's Order Acknowledgment
or upon the shipment of the Goods, whichever occurs first.
RESEARCH OBJECTS TO AND IS NOT BOUND BY ANY TERMS OR CONDITIONS
ON SELLER'S ORDER ACKNOWLEDGEMENT, CONFIRMATION FORMS,
OR ANY OTHER DOCUMENTS WHICH ATTEMPT TO IMPOSE UPON RESEARCH
ANY TERMS OR CONDITIONS AT VARIANCE WITH THE TERMS AND
CONDITIONS SET FORTH HEREIN. PAYMENT OR OTHER PERFORMANCE
BY RESEARCH SHALL NOT CONSTITUTE ASSENT TO INCONSISTENT
TERMS.
3. Changes. Research may, by a written change order, suspend
performance in whole or in part, make changes in drawings,
designs, specifications, method of shipment, packing,
time or place of delivery, require additional work, or
direct the omission of work. If any such change order
causes an increase or decrease in the cost of, or the
time required for the performance of an Order, an equitable
adjustment shall be made in the contract price or delivery
date and the Order shall be modified accordingly. Any
claim for adjustment under the Order shall be deemed waived
if not communicated in writing to Research within (30)
thirty days of the date the change order was received
by Seller.
4. Packaging. All shipments to Research shall be in standard
commercial containers capable of safe delivery to Research.
No charge shall be made for packaging unless specifically
agreed to in writing. All packaging shall bear marking
and labels required by applicable federal, state, and
municipal laws and regulations.
5. Shipping. Unless otherwise agreed to in writing all
Goods shall be shipped F.O.B. Research’s factory,
freight prepaid at the lowest lawful transportation and
insurance rates. The risk of loss, delay, and damage shall
be borne by the Seller until the Goods are accepted by
Research at Research’s primary facility. The Parties
shall to cooperate to recover from the common carrier
for any loss or damage arising out of the transportation
of the Goods by the carrier. If the Goods originate outside
the United States, Seller shall be the importer of record,
with responsibility for obtaining clearance of the Goods
through U.S. Customs and payment of any import or export
duties and fees.
6. Delivery. Time is of the essence. Over-shipments and
shipments arriving substantially earlier than scheduled
shall be returned or retained at Seller’s expense
and risk. If delivery is not completed by the time promised,
Research reserves the right, without liability and in
addition to any other rights and remedies, to terminate
the Order by notice effective when received by Seller.
7. Delays in Delivery and Force Majeure. Seller shall
use its best efforts to meet any delivery date(s) quoted
in the Order. However, neither party shall be liable to
the other for failure to fulfill any promises, representations,
or warranties pertaining to delivery dates when such failure
is due to unforeseen circumstances or cause(s) beyond
its control. Examples of such causes are acts of God,
wars, riots, embargoes, acts of military authorities,
fires, floods, accidents, strikes, transportation delays,
or shortages.
8. Inspection/Rejection. Payment of Seller’s invoice
shall not constitute acceptance of the Goods. All Goods
shall remain subject to inspection and test by Research
for a reasonable period of time. If Research determines
that a shipment is nonconforming Research shall have the
right to either (1) accept the Goods and adjust payment
to compensate for the nonconformity (2) reject the shipment
in full or in part and return the rejected Goods at Seller’s
expense (3) demand specific performance or (4) procure
substitute Goods at Seller’s expense. Seller bears
the risk of loss for Goods rejected by Research. Research’s
failure to inspect shall not relieve Seller of any express
or implied warranty obligations.
9. Termination.
(A) Without Cause. Research may terminate its Order in
whole or in part at any time without cause upon notice
to Seller. If Research terminates without cause it will
reimburse Seller for the reasonable and necessary direct
expenses incurred in connection with the Order and prior
to termination. However in no event will Research be liable
for any loss of profits or other indirect, special, incidental,
or consequential damages.
(B) With Cause. Research may, in addition to any other
right or remedy under the law, terminate an Order for
cause without incurring liability of any kind to Seller.
Cause means, without limitation, Seller’s (1) material
failure to comply with the terms of the Order (2) bankruptcy
or other similar proceeding (3) assignment or attempted
assignment of the Order or (4) failure to give adequate
assurances of performance.
10. Price. Research will not accept price increases without
its express written consent.
11. Taxes. The prices on Research’s Order shall
include all taxes, duties, fees, and charges except state
sales taxes and other taxes imposed on Research by law.
Seller shall list the amount of state sales tax(s) and
any other tax(s) imposed on Research by law as separate
items on Seller’s Invoice.
12. Payment Terms. After each shipment Seller shall send
an invoice to Research’s accounting department listing
the agreed upon price, quantity, Research’s Purchase
Order number, a description of the Goods (including serial
numbers if applicable), and the date of expected delivery.
13. Seller Represents and Warrants:
(A) Compliance. That the Goods furnished hereunder are
designed, manufactured, and sold in compliance with applicable
Federal, State, and municipal laws, rules, and regulations.
(B) Title. That the Goods furnished hereunder have good
title and are free of any liens or encumbrances.
(C) Specifications. That the Goods furnished hereunder
(1) are free from defects in design (except to the extent
such defective design is attributable to Research), material,
and workmanship (2) are merchantable and fit for their
particular purpose(s) and (3) conform to applicable specifications,
drawings, samples, or other descriptions. Such warranties
shall survive delivery, shall not be deemed waived either
by reason of Research’s acceptance of or payment
for the goods, and shall remain in force for a period
of time consistent with the normal warranty of Seller.
(D)Seller warrants that the prices on Research’s
Order are not higher than the prices Seller charges other
companies ordering similar quantities of the same Goods.
14. Intellectual Property Rights Infringement. Seller
agrees to indemnify, defend, and hold harmless Research,
its directors, officers, employees, and agents against
all liability, losses, claims, damages, and expenses arising
out of any actual or alleged claim that Goods or services
purchased under this Agreement infringe on any intellectual
property rights.
15. Confidential Information. Seller shall not, without
Research’s express written consent, disclose drawings,
data, designs, plans, specifications, know how, production
methods, or other confidential information belonging to
Research to anyone not directly involved with the completion
of the Order. Confidential information does not include
information that is public, the Seller lawfully knew prior
to this agreement, or that the Seller could independently
discover without the aid of Research’s confidential
information.
16. Notices. Any notice, demand, or other communication
given or made under or in connection with the matters
contemplated by this Agreement shall be in writing and
shall be delivered personally, by reputable overnight
courier service, or by pre-paid first class mail to the
other party's address.
17. Waiver. No failure or delay by Research in exercising
any right, power, or privilege shall operate as a waiver
thereof.
18. Successors and Assigns. This Agreement shall inure
to the benefit of and be binding on the parties, their
successors, and assigns.
19. Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as
to be effective and valid under applicable law but if
any provision of this Agreement is held to be invalid,
illegal, or unenforceable under any applicable law or
rule, the validity, legality, and enforceability of the
remaining provisions of this Agreement will not be affected
or impaired thereby.
20. No Assignment. This Agreement and all rights, duties,
and obligations thereto shall not be assigned, delegated,
or transferred by either party without prior written consent
of the other party, which it may withhold or grant in
its sole discretion. Any attempted assignment or transfer
in violation of this paragraph is void and unenforceable.
21. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State
of Minnesota, without regard to the conflicts of law principles
of such State, except that the United Nations Convention
on Contracts for the International Sale of Goods, if otherwise
applicable pursuant to such laws, shall be excluded in
favor of the Uniform Commercial Code as in effect at the
time in the State of Minnesota.
22. Limitation on Actions. Seller may not commence litigation
or any other legal action against Research for breach
of this Agreement unless the suit or action is brought
within one (1) year of the date the Goods arrived at Research.
23. Entire Agreement. In order of precedence (1) special
terms and conditions agreed to in a writing signed by
both Parties (2) Research’s Purchase Order (3) these
T&C (4) specifications and (5) all other exhibits
or warranties incorporated by reference constitute the
complete Agreement between the Parties and supersede all
prior or contemporaneous agreements or representations,
written or oral, concerning the subject matter of this
Agreement. This Agreement may not be modified or amended
except in writing signed by a duly authorized representative
of each party. No other act, document, usage, or custom
shall be deemed to amend or modify this Agreement.
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