Seller is conclusively deemed to have expressly agreed to and accepted all terms and conditions herein if Seller expressly agrees in writing to accept Purchaser’s orders, or if no purchase order exists invoices EXB Solutions Inc., or if any goods are shipped by Seller.
EXB Solutions Inc. reserves the right of final approval and release of product, procedures, processes, and equipment. All special processes required by purchase must be performed by qualified personnel. Our organization reserves the right to review and approve the Vendor’s Quality Management system.
Seller is, and shall remain, in compliance with all applicable Federal, State and Local laws, ordinances, orders, rules, and regulations now in effect or hereinafter enacted.
Seller acknowledges and agrees that any specifications and all related writings, drawings, designs and similar work provided shall be deemed “Confidential Information.” Our organization reserves the right to approve or specify any designs, tests, inspection plans, verifications, use of statistical techniques for product acceptance, and any applicable critical items, including key characteristics.
Any knowledge or information which Seller has disclosed or may disclose to Purchaser which in any way relates to the goods or services shipped or invoiced, shall not, unless specifically agreed to in writing by Purchaser, be deemed to be confidential or proprietary information, and shall be acquired by Purchaser free of all restrictions, as part of the consideration for orders.
Seller is aware or shall ensure that persons doing work under their organization’s control are aware, of their contribution to product or service conformity, safety, and the importance of ethical behavior.
Seller is required to:
Seller and its subcontractors agree that Purchaser, its customers and/or pertinent regulatory agencies, shall have the right to enter their facilities at reasonable times to inspect the facilities, goods, materials, records, and property of Purchaser covered by any Purchase Order.
Where necessary to ensure valid results, measuring equipment shall be calibrated or verified at specified intervals, or prior to use, against measurement standards traceable to international or national measurement standards; where no such standards exist, the basis used for calibration or verification shall be recorded.
Seller warrants and represents to Purchaser that all products and materials sold by Seller pursuant hereto will, when delivered to Purchaser, conform to the specifications, drawings or samples specified or furnished thereof and be and remain free from defects in workmanship and material. In addition to other remedies available, all products or components which, in Purchaser’s judgment, fail to meet either such warranty shall, at Purchaser’s option, be replaced by Seller at no charge for the product or components thereof or labor connected therewith. This warranty shall survive any inspection, delivery or acceptance of, or payment by Purchaser for, the products or materials or services.
Seller shall maintain a documented procedure for the generation, verification, and retention of records associated with articles and materials throughout procurement, processing, fabrication, inspection, and test. Records shall be of sufficient detail, accuracy, and format to permit analysis of quality performance. Records shall be legible and reproducible. These records shall be identified and traceable to associated articles, including unit or lot serialization and configuration, when applicable; and shall be made available to Purchaser upon request. Records shall be retained for a minimum of five (5) years after final payment of any Invoice or for an additional period, if specified in the Purchase Order.
If Seller’s work hereunder involves operations by Seller on premises of Purchaser or one of its customers, Seller shall take all necessary precautions to prevent injury to person or property during such work and shall indemnify Purchaser against all loss which may result from any act or omission of the Seller, its agents, employees, or subcontractors. Seller shall maintain such Public Liability, Property Damage and Employer’s Liability and Compensation Insurance (with Purchaser as a named insured) as is hereafter approved by Purchaser with respect to such risks and from all claims under any applicable Workmen’s Compensation and Occupational Disease Acts.
All specifications, drawings, notes, instructions, engineering notices, or technical data referred to in Purchase Orders shall be deemed incorporated herein by reference as if fully set forth.
No charges, including but not limited to boxing and cartage charges, will be allowed unless specifically agreed to by Purchaser in writing. Seller shall be responsible for packing and packaging necessary to withstand transportation hazards, and any special packaging instructions of the Purchaser are Seller’s obligations. Price will cover net weight, unless otherwise agreed. Packaging for shipments must meet commercial standards and accepted industry practices with full protection of the materials to ultimate destination and must conform to governing classifications, including but not limited to Uniform Freight Classification, for rail – National Motor Freight Classification, for truck – Railway Express Classification, for express – U.S. Official Postal Manual, for parcel post – Official Air Freight Rules Tariffs, for air freight.
If Seller for any reason does not comply with Purchaser’s delivery schedules solely by reason of causes beyond Seller’s reasonable control of which delays Seller gave written notice to Purchaser within five (5) days after the start of any such delay, Purchaser, in addition to any other rights, may, at its option, either approve or provide a revised delivery schedule or terminate in whole or in part its Purchase Order without liability to Seller on account thereof.
If any of the goods are defective in material or workmanship, Purchaser, in addition to all other rights which it may have at law, in equity or under these Terms, may, at its option, at Seller’s expense, correct or have corrected the defect or nonconformity or reject and return such goods to Seller.
Purchaser may terminate all or any portions of their Purchase Orders at any time by written notice to Seller (including but not limited to any time that Seller has ceased to operate its business in the normal course for any reason [including cessation resulting from inability of Seller to meet its obligations as they mature or Seller becoming subject to any proceeding under bankruptcy or insolvency laws or subject of a receiver appointed for Seller or an assignment for the benefit of creditors]), and upon termination by Purchaser, Purchaser and Seller shall negotiate reasonable termination charges, which shall not exceed (a) the purchase price incurred by Seller for materials purchased for ultimate delivery to Purchaser hereunder which materials have not yet been delivered to Purchaser and cannot be returned, reused or resold by Seller and (b)actual costs of work done to or upon such materials or services to prepare them for delivery to Purchaser. Nothing herein shall limit Purchaser’s remedies against Seller in the event of rejection of this Agreement in bankruptcy.
Seller hereby waives and relinquishes all liens and claims, statutory or otherwise, which Seller now has or may hereafter have as a result of labor done and materials furnished by Seller in performance of the Purchase Orders.
In the event of Seller’s default, Purchaser shall have all remedies contemplated hereunder, as well as those available at law or in equity.
Purchase Orders and acceptances thereof shall be a contract made in the State of Minnesota, governed in all respects by the laws of Minnesota.