General Terms and Condition _Example

8/11/2019 General Terms and Condition _Example

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1. General Termsa.

This Vendor Agreement (hereinafter “Agreement”) applies to all products, articles andgoods (hereinafter, “Product”) sold to Buyer and its divisions (hereinafter, “Buyer”) by Vendor,set forth above (hereinafter, “Seller”). This Agreement specifies the terms upon which Buyerwill purchase Product from Seller.

b. The terms of this Agreement are incorporated by reference into each purchase order ofBuyer submitted to Seller, and shall apply regardless of whether a purchase order is exchangedbetween the parties.2. Delivery, Price, and Payment

a. All Product shall be delivered Buyers named destination above, unless otherwisemutually agreed by the parties in writing. All risks associated with the Product shall remain withSeller until such delivery to Buyer.

b. No Product shall be sold or delivered to Buyer without a purchase order. Buyer requeststhat Seller provide faxed confirmations within 24 hours after receipt of Buyer’s purchase order.

c. Buyer shall pay for Product at the price and terms specified in the purchase order,following receipt of conforming Product specified therein.

d. In the event of delivery to Buyer’s manufacturing facility, deliveries can be made bycontacting Buyer’s receiving department, at the number above. Deliveries at other timesrequire prior approval and may require charges to Seller.

3. Product Requirementsa. Recognizing that Product may be used by Buyer in connection with the manufacture, or

sale of Aerospace and defense products, all Products sold to Buyer shall conform to all federal,state and local laws, regulations, codes, and ordinances governing product quality and safety.

b. Product material and workmanship shall be good quality. All Products shall be preparedin conformity with applicable regulatory requirements.

c. Buyer’s initial approval of purchase of a particular type or kind of Seller’s Product is

based upon the Product’s compliance with the specifications provided by Buyer attached heretoas Exhibit A (“Specifications”). Seller shall make no changes to the Specifications orProduct without prior written approval signed by an authorized representative ofBuyer. Changes in Seller’s methods of manufacture which could conceivably affectperformance in Buyer’s products must also be approved by Buyer. Buyer’sSpecifications may not be modified or superseded orally. Buyer reserves the right toreceive out-of-Specification Product without compromising this requirement.

d. Seller agrees to permit Buyer to inspect its production plant during normal operatinghour, for the purpose of evaluating Seller’s compliance with its obligations hereunder.

e. Buyer shall not be required to do any expediting. Seller will advise Buyer of problemswith the order if/as they develop. (Expediting by Seller will only be to reduce Seller lead time.)

h. Seller shall have a lead time reduction program in place.

i. All price increases shall have a minimum of sixty (60) days advance written notice.

j. Seller shall procure and present to Buyer an acceptable certificate of insuranceevidencing the following insurance coverage issued to Seller, and (if requested by Buyer)further evidencing that Buyer has been named as an additional insured: (a) ComprehensiveGeneral Liability insurance with a combined bodily injury and property damage single limit of$1,000,000 per occurrence, which policy shall include primary coverage for all operations and



products of Seller, including independent contractor’s protective coverage, blanket contractualliability, broad form property damage including completed operation, personal injury, personalinjury, products and completed operations.

4. Breach of Agreement

a. Buyer shall have the right to return, without notice, and at the risk and expense ofSeller, all Product which is defective or substandard, which fails to conform to Buyer’sSpecifications stated in the purchase order, or which exceeds the quantity ordered.

b.

b. Is Seller shall refuse to proceed with any order of Buyer, or fail to deliver allordered Product by the specified date, Buyer shall have the right to cancel all or part ofthe order, in its discretion. Time is of the essence in this Agreement.

5. Continuing Commodity Guaranty.

Seller represents, warrants, and guarantees that each Product comprising each deliverymade by Seller to, or

6. Indemnification

Seller shall indemnify, defend and hold harmless Buyer (including Buyer’s employees,agents, affiliates and members) from and against any and all liabilities, claims, demands,actions, proceedings, attorney’s fees, and costs arising out of, pertaining to, relating to, orconnected with, the Product including, but not limited to (1) any claimed personal injury,sickness, death, or property damage alleged to be caused in whole or part by the Product,including but not limited to exposure to, use, handling, consumption, shipment, or deliveryof the product, either directly or indirectly as an ingredient or component of some otherarticle, and (2) any assertion that the Product does or did not conform to or comply withany of the warranties, guarantees or obligations undertaken by Seller in this Agreement,and further including any alleged violations of law pertaining to the Product. In addition tothe above, the indemnification provided herein shall specifically include any and all liability,

loss or damage, cost or expense (including court costs and attorneys’ fees) arising out of,resulting from or in any way connected with complaints, demands, claims or legal actionsalleging infringement of any patent, copyright or other proprietary interest of a third partyor violations of any patent, copyright or other rights or unfair competition in connection withSeller’s performance, directly or indirectly, of Seller hereunder.

7. Other Terms

c. This Agreement is non-exclusive. Buyer may purchase Product from other sources;Seller may sell Product to other buyers.

d. This Agreement is non-exclusive and Buyer may purchase Raw Materials / Ingredientsfrom additional third parties. Upon termination of this Agreement, its provisions shall

remain operative as to all Product ordered or purchased prior to termination.e. The Agreement, and any purchase order issued by Buyer, shall supersede and takeprecedence over any contrary or inconsistent terms submitted in any prior orsubsequent confirmation, proposal or other document originating from Seller.

f.

Seller shall not disclose to third parties, or use for its own private benefit, anyinformation marked “Confidential” which it receives from Buyer. Seller shall promptlyreturn such Confidential information upon request of Buyer.

g. This is an integrated agreement. This Agreement, including the terms of any purchaseorder issued by Buyer, and the Continuing Guaranty and Indemnification Agreement



issued by Seller to Buyer constitute a complete and exclusive expression of the terms ofthe agreement (“Sales Documents”). The Sales Documents supersede any and all priordealing written or verbal, between Seller and Buyer. Seller represents that Buyer hasmade no verbal or written statement, warranty, or representation (i) on which Seller hasrelied, (ii) which is not stated expressly in the Sales Documents.

h. In the event any provision of this Agreement shall be ruled invalid or unenforceable, thatprovision shall be severed from all other provisions, each of which shall remain in fullforce.

i. This Agreement shall be interpreted, governed, and enforced under the laws of theState of California, without reference to its choice of law provisions.

j. This Agreement, and the terms of any purchase order issued Buyer, by may not beamended or waived except by a written document, signed by an authorizedrepresentative of Buyer, which makes specific reference to this Agreement. Buyer’sreceipt from Seller of any documents purporting to be acceptance of a purchase order,or Buyer’s receipt of goods or services in response to a purchase order, shall notconstitute Buyer’ assent to any terms or conditions which are different form or additionalto the terms of this Agreement and Buyer’s purchase orders issued hereunder; any such

additional terms and conditions originating from Seller are rejected and do not becomepart of the Agreement.

a. Headings are for descriptive purposes only, and do not form a substantive part of the Agreement. Acceptance or acquiescence in a course of performance hereunder shall notbe deemed to waive any rights hereunder, nor shall I e relevant to determine themeaning of the Agreement, even though a party has knowledge of the nature of theperformance and an opportunity for objection.

b. Seller, and each person signing on behalf of Seller, represents that the person signingthis Agreement is duly authorized to do so.

General Terms and Condition _Example

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