Vendor Terms
TERMS AND CONDITIONS OF PURCHASE ORDER
1. ENTIRE AGREEMENT - The terms and conditions of this purchase order constitute the sole and entire contract between the Buyer and Seller. No change, modification extension, renewal, ratification, rescission, termination, notice of termination, discharge, abandonment or waiver of this order or any of the provisions hereof or any representation, promise or condition relating to this agreement shall be binding upon the Buyer unless made, in writing, and signed by the Buyer's purchasing agent or his authorized representative. No modification shall be effected by the acknowledgment or acceptance of the purchase order on Seller's forms containing different items and conditions.
2. CHANGE IN SPECIFICATIONS - Buyer reserves the right at any time to make changes in drawings, designs and specifications as to any material and/or work covered by this order The price of any item affected by such change thereafter made or shipped shall be increased or reduced to reject any increase or reduction in the cost production of such item resulting from such change and Buyer may amend the shipping schedules accordingly All changes under this paragraph must be authorized in writing and incorporated into the order by a written purchase order amendment signed by the Buyer.
3. DELIVERIES - Time of delivery is of the essence of this order. Buyer may cancel this order or any unshipped portion without liability or waiver of any other rights and remedies, if delivery is not made in accordance with shipping schedule staled in this order or in accordance with shipping instructions given by Buyer to Seller. Seller shall not be liable for delays in delivery resulting from causes beyond its control and without its faults, Such excusable delays are limited to acts of God, insurrection. and strikes If for any reason delivery cannot be made on the date shown in such order or shipping instructions, Seller shall immediately notify Buyer's Purchasing Department of any such delay and when shipment can be made. Buyer may extend delivery schedules or defer shipment dates of material ordered herein without additional charge. The Seller must confirm to the Buyers special instructions regarding specific or mode of transportation,
4. QUANTITIES - This order must not be filled in greater quantities or at prices higher than shown without Buyers prior written approval,
5. CANCELLATION - In the event of cancellation of this order, or any part of thereof Buyer without cause, Buyer's liability, if any, shall not exceed costs for labor and material of Seller incurred to the time of cancellation, less salvage.
6. REJECTIONS - All material shall be received subject to Buyers inspection. If any of the materials are found to be defective in material or workmanship, or otherwise not in conformity with this order, Buyer, in addition to any other rights which it may have under warranties or otherwise shall have the right to reject and return such materials at Seller's expense, such material not to be replaced without written authorization from Buyer. Seller will reimburse Buyer for all shipping charges incurred by Buyer on all rejected materials.
7. MATERIAL FURNISHED BY BUYER -Any materials, tools, or equipment furnished by Buyer on other than a charge basis in connection with this order shall be deemed as held by Seller upon consignment and Seller agrees to pay Buyer for all such materials, tools and equipment spoiled by ii or not otherwise accounted for. All such materials, tools and equipment shall be fully insured by Seller against loss by fire or other casualty,
8. NOTICE TO BUYER OF LABOR DISPUTES - (a) Whenever Seller has acknowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this order, Seller shall immediately give notice thereof, including all relevant information with respect thereof, to Buyer, (b) Seller agrees to insert the substance of this paragraph in any subcontract hereunder as to which a labor dispute may delay the timely performance of this order: except that each such subcontract shall provide that in the event its timely performance is delayed or threatened by delay by any actual or potential labor dispute, the subcontractor shall immediately notify the Seller of all relevant information with respect to such dispute.
9. RELEASE OF NEWS INFORMATION AND ADVERTISING - Seller shall not, without prior written consent of Buyer: (a) make any news release, public announcement, denial or confirmation of all or any part of the subject matter of this order, or any phase of any program thereunder; or (b)in any manner advertise or publish the fact that Buyer has placed this order.
10. PATENT, COPYRIGHT, DESIGN AND TRADEMARK INDEMNITY - In consideration of the purchase of the material described herein Seller agrees to save
harmless, indemnity, protect and defend Buyer and customers and the users of its products against all suits at law or in equity, and all claims, demands, damages and judgments arising out of or due to actual or alleged infringement of any patent, copyright or trademark, or relating to the design of the material or products together with all expenses incurred by Buyers in connection therewith by reason of the sale or use of all the materials or products purchased except those specially designed by the Buyer.
11. WARRANTY - Notwithstanding inspection and acceptance by the Buyer of all material and work furnished under this order or any provision of this order concerning the conclusiveness thereof, the Seller expressly warrants that all the material and work covered by this order will strictly conform to the specifications, drawings, samples or other description furnished or specified by Buyer, and will be fit and sufficient for the purpose intended, and free from defects in workmanship and material:
Seller shall indemnify and shall save harmless and defend Buyer its subsidiaries, successors, customers and the users of its products against all demands, damages, judgments and actions due to failure of the above described material or any part thereof, in any manner whatsoever to comply with this contract. All of the covenants, warranties, and representations contained herein shall survive the performance of the contract by Buyer and Seller, including without limitation, delivery of the products ordered hereunder, and the payment therefor.
UNDER NO CIRCUMSTANCE SHALL BUYER BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT LOSSES OR DAMAGES FOR ANY MATTER ARISING OUT OF OR IN CONNECTION WITH AN ORDER OR THESE TERMS. BUYER’S LIABILITY FOR DAMAGES UNDER AN ORDER, THESE TERMS, OR OTHERWISE SHALL NOT EXCEED THE PURCHASE PRICE APPLICABLE TO THE PRODUCTS WITH RESPECT TO WHICH SUCH DAMAGES ARE CLAIMED.
Seller shall be in default: (1) if Seller fails to perform any obligation within the time specified herein or any extension thereof or upon Buyer's demand if no time has been specified. Upon such default, Buyer may by written notice of default to Seller (i) terminate the whole or any part of an order; and (ii) procure alternative product or services upon such terms as it shall deem appropriate. Seller shall continue performance of an order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar products and other direct and incidental damages. As an alternative remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect: (x) to extend the delivery schedule; (y) procure alternative products upon such terms and for such periods as it deems proper; and/or (z) to waive other deficiencies in Seller's performance; in which case an equitable reduction in an Order price may be established by Buyer to compensate Buyer for its damages. Buyer is under no obligation to waive any default and time is of the essence in this contract.
Buyer's remedies under this Section shall be cumulative and additional to any other or further remedies.
12. INSOLVENCY - In the event of any proceedings by or against Seller, voluntary or involuntary, in bankruptcy or insolvency or for the appointment of a receiver or trustee or any assignee for the benefit of creditors, or the property of Seller, Buyer may without obligation cancel this contract forthwith,
13. ASSIGNMENT - Seller shall not assign the order in whole or in part without the written consent of the Buyer nor shall the Seller assign any monies due or to become due to Seller hereunder without the previous written consent of the Buyer.
14. COMPLIANCE WITH LAWS• Seller agrees, in connection with production of the articles and/or the performance of the services specified herein, lo comply with the requirements of Section 12 (a) of the Fair Labor Standards Act of 1938, as amended. All invoices must carry this certificate in order to be passed for payment:
"Seller represents that with respect to production of the articles and/or performance of the services covered by this invoice, it has fully complied with Section 12 (a) of the Fair Labor Standards Act of 1938, as amended." To the extent applicable hereto, Seller shall in the performance of this order comply with all other federal state and local laws; and all regulations and orders issued under any applicable law.
15. GOVERNING LAW· The contract resulting from the acceptance of this order is to be construed according to the internal laws of the state of Nevada, regardless of conflicts of law principles. The parties hereby consent to jurisdiction for all claims and disputes under this contract to the State and Federal Courts having jurisdiction over the City of Las Vegas.
16. The Seller agrees to abide by the terms outlined in presidential Executive Order 11246, as amended, Sec. 402 of the Vietnam Era Veterans Readjustment Act of 1972, as amended and Sec 503 of the Rehabilitation Act of 1973, as amended which contain required contract clauses relative to equal employment opportunity and are incorporated herein by specific reference where applicable.
17. The contract is subject to modification or cancellation by Buyer without cost to Buyer in the event that fire, accidents, labor disputes, wars, government acts, terrorist acts, pandemic, supply chain issues such as labor or material shortages, or any other conditions beyond the Buyer’s control affect the contract hereunder or make Buyer’s performance commercially impracticable.
18. No modification of any provision herein shall be binding upon Buyer unless contained in writing and signed by an authorized representative of Buyer. Buyer’s failure to insist upon strict performance of any term or condition set forth herein shall not be deemed a waiver of any rights or remedies that Buyer shall have and shall not be deemed a waiver of any subsequent breach of the same or any other term or condition hereof. Shipping or receiving of any article under the contract shall not constitute a waiver of any right of Buyer hereunder or of any obligation of Seller to comply with any of the provisions hereof.
19. Please send Tax ID. No, or W-9 form to Buyer's Accounts Payable Department (address) or via email to trobinson@marquiscorp.com.
