PURCHASE ORDER TERMS AND CONDITIONS
- Acceptance Agreement. Seller’s acceptance and processing of this purchase order submitted by VanLaw Food Products, Inc. (“VanLaw”) indicates that Seller accepts and agrees to be bound by the terms and conditions on the face of any purchase order submitted by VanLaw and those terms contained herein.
- Warranty. Seller expressly warrants that all goods furnished under this agreement shall conform to all approved specifications and appropriate standards, will be new, and will be free from defects in material or workmanship. Seller warrants that all such goods will conform to any statements made on the containers or labels or specifications for such goods, or services, and that any goods will be adequately contained, packaged, marked and labeled. Seller warrants that all goods furnished will be safe and appropriate for the purpose for which such goods are normally used. Seller warrants that goods furnished will conform in all respects to approved samples and that there have been no changes to the contents of the goods since such samples were approved. Inspection, test acceptance or use of the goods furnished shall not affect the Seller’s obligation under this warranty, and such warranties shall survive inspection, test, acceptance and use. Seller’s warranty shall extend to VanLaw, customers and any users of products sold by VanLaw. Seller agrees to replace or correct defects of any goods not conforming to the warranty promptly, without expense to VanLaw, when notified of such nonconformity by VanLaw, provided VanLaw elects to provide Seller with the opportunity to do so.
- Indemnification. Seller shall defend, indemnify and hold harmless VanLaw, its ownership, officers, directors, employees, agents representatives and customers against all damages, claims or liabilities and expenses (including attorney’s fees) arising out of or resulting in any way from any defect or nonconformity in the goods purchased hereunder, any breach of the terms and conditions of this order, or from any act or omission of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Seller. Seller agrees upon receipt of notification to promptly assume full responsibility for defense of any suit or proceeding which may be brought against VanLaw, its ownership, officers, directors, employees, agents, and representatives for alleged patent infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark or appearance of goods or services furnished hereunder, and Seller further agrees to indemnify VanLaw against any and all expenses, losses, royalties, profits and damages including court costs and attorney’s fee resulting from any such suit or proceeding, including any settlement. VanLaw may be represented by and actively participate through its own counsel in any such suit or proceeding, if it so desires, and the costs of such representation shall be paid by Seller.
- Insurance. Seller will maintain at its sole cost and expense, at least the following insurance:
Commercial General Liability including but not limited to (i) injury to person;(ii) damage to property; (iii) contractual liability coverage; (iv) personal and advertising injury liability; and (v) products liability coverage including a broad form vendor’s endorsement (additional insured-vendor), in an amount not less than Five Million Dollars ($5,000,000)for each occurrence, listing VanLaw as an additional insured hereunder. Upon VanLaw’s request, Seller shall provide VanLaw with a certificate of insurance indicating all insurance coverage required by VanLaw.
- Compliance with Laws. Seller agrees that all goods shipped to VanLaw under this agreement will be produced in full compliance with all applicable laws. VanLaw may, upon notice, inspect Seller’s plant and facilities at reasonable times to determine compliance with the provisions set forth herein.
- Proprietary Information. Confidentiality. Seller shall consider all information furnished by VanLaw to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing what is needed to fulfill this purchase order, unless Seller obtains written permission from VanLaw to do so. This paragraph shall apply to drawings, specifications or any other documents prepared by Seller for VanLaw in connection with this order. Seller shall not advertise or publish the fact that VanLaw has contracted to purchase goods from Seller, nor shall any information relating to the order be disclosed without VanLaw’s written permission.
- Inspection/Testing. VanLaw shall have the right to inspect goods upon delivery and to reject any or all of said goods that are in VanLaw’s judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for on purchase order may be returned to Seller at its expense and, in addition to VanLaw’s other rights, VanLaw may charge Seller all expenses of unpacking, examining, repacking, and reshipping such goods. In the event VanLaw receives goods whose defects or nonconformity is not apparent on examination, VanLaw reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order shall relieve in any way the Seller from the obligation of testing, inspection and quality control.
- Delivery. If delivery of items is not completed by the time promised. VanLaw reserves the right, without liability in addition to its other rights and remedies, to terminate this contract by notice effective when received by Seller as to items not yet shipped or services not yet rendered and to purchase substitute items or services elsewhere and charge Seller with any loss incurred.
- Tile: Risk of Loss. Title to and risk of loss of goods pass to VanLaw, free of any encumbrances, on delivery to VanLaw’s dock or, if applicable, upon delivery to the destination designated by VanLaw. Seller acknowledges and accepts that all shipments and/or pick-ups of goods for delivery to VanLaw are subject to final count by VanLaw.
- Food Safety. Upon written request by VanLaw, Seller will provide to VanLaw the results of any sanitation or food safety and/or product safety audits made by or for Seller relating to the facility in which the good were manufactured. Seller will notify VanLaw immediately of any third party food safety and/or product safety or sanitation audits or analyses that indicate the presence of Listeria monocytogenes, Salmonella. E. coli. E. coli 0157:H7 or other harmful or pathogenic bacteriological, viral or fungal presence in Seller’s facility(ies) or the good sold hereunder or any of Seller’s other products. Seller will also inform VanLaw immediately of any non-routine inquiry, investigation or inspection by any federal, state or local governmental agency in connection with Seller’s facility(ies) or goods that reveal a food safety, product safety, sanitation deficiency or a possible recall, labeling or allergen alert and will provide VanLaw with a copy of any reports related thereto.
- Termination for Cause. VanLaw may also terminate this order or any part of this order in the event of any default by the Seller, or if the Seller fails to comply with any of the terms and conditions noted herein. Late deliveries, deliveries of products which are defective or which do not conform to this order, and failure to provide VanLaw, upon request, reasonable assurances of future performance shall all be causes allowing VanLaw to terminate this order for cause. In the event of termination for cause, VanLaw shall not be liable to Seller for any amount, and Seller shall be liable to VanLaw for any and all damages sustained by reason of the default which gave rise to the termination.
- Force Majeure. VanLaw may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such goods at the direction of VanLaw and shall deliver them when the cause affecting the delay has been removed. VanLaw shall be responsible only for Seller’s direct additional costs in holding the goods or delaying performance of this agreement at VanLaw’s request. Causes beyond VanLaw’s control shall include governmental action or failure of the government to act where such action is required, strike or other labor trouble, fire, unusually severe weather, or other natural catastrophic event.
- Additional Terms. To be effective, Seller’s acceptance of this purchase order must not contain any additional terms. For any additional terms applicable to this purchase order to be effective against VanLaw, such additional terms must be in writing and signed by a duly authorized representative of VanLaw.