Material or Services – The material or services covered by this Order are hereinafter called the “Material.”
Delivery – Each bill of lading, case, bundle, packing list and package shall be numbered and labeled with Buyer’s Order number. No charges will be allowed for packing or cartage unless specified on the face of this Order.
Invoices – Invoices shall (1) be rendered separately for each delivery; (2) cover no more than one Order; (3) be rendered with Order number noted thereon, and shall be accompanied by shipping papers. If invoice is subject to a cash discount, the discount period will be calculated from the date the invoice is received by Buyer.
Variations – No variations in the delivery schedule, price, quantity, specifications or other provisions of this Order will be effective unless agreed to in writing and signed by Buyer’s authorized representative.
Waiver – No delay or failure on the part of Buyer in exercising any rights under this Order, and no partial or single exercise thereof, shall constitute a waiver of such rights or of any other rights hereunder.
Assignment – This Order shall be binding upon and inure to the benefit of the respective successors and assigns of the Buyer and Seller. No right or obligation under this Order (including the right to receive monies due and to become due hereunder) shall be assigned by Seller without prior written consent of Buyer, and any purported assignment without such consent shall be void.
Risk of Loss – Seller assumes the following risks: (1) all risks of loss or damage to all Material until the delivery to Buyer; (2) all risks of loss or damage to third persons and their property until the delivery of all the Material to the Buyer; and (3) all risks of loss or damage to any of the Material or part thereof rejected by Buyer, from the time of shipment thereof to Seller until the redelivery thereof to Buyer.
Government Regulations – Seller warrants that all applicable laws, rules and regulation of governmental authorities covering the production, sale and delivery of the Material specified herein have been complied with.
Termination – Buyer resolves the right to terminate its obligation under this Order at any time. Such right shall be in addition to Buyer’s other legal rights, whether set forth in this Order or not. Seller will deliver to Buyer any of the Material for which the Buyer shall make written request at or after termination and Buyer will pay Seller the purchase price of any such Material so requested and delivered.
Force Majeure – Neither party hereto shall be liable to the other for damages if the party’s default is due to a cause beyond its control and without its negligence, including flood, fire, explosion, strike, act of the Government, unusually severe weather, default of a supplier or subcontractor, quarantine restriction, epidemic or catastrophe.
Changes – Buyer shall have the right, by giving written notice to Seller, to make changes in the drawings or specifications for the material. Upon receipt of any such notice Seller shall proceed promptly to make such changes in accordance with the terms of such notice. Seller shall deliver to the Buyer as promptly as possible a written statement showing the effect of any such change in the delivery dates and prices and an equitable adjustment shall be made in the terms of this Order relating thereto.
Quality – Material is subject to Buyer’s inspection and approval at a reasonable time after delivery. If specifications are not met Material may be rejected by the Buyer and returned at the Seller’s expense. Seller warrants (1) the Material furnished is free from defects in workmanship; (2) the Material meets performance requirements to Buyer’s satisfaction; (3) The Material will conform to the description stated on the reverse side; (4) the Material is free of all liens of whatever kind; (5) the Material is of merchantable quality; (6) Seller is conveying good title to the Material.
Insurance – Buyer may require Seller to provide Buyer with a certificate of insurance acceptable to Buyer which shall name Buyer as an additional named insured, and which shall contain a waiver of subrogation against Buyer providing coverage for: (1) General Liability with Vendor’s Endorsement; (2) Automobile Liability; (3) Workers Compensation; (4) Employers Liability; and (5) Such other coverages that Buyer deems necessary.
Indemnity – Seller shall defend, indemnify and hold Buyer harmless from any and all claims, demands, actions, costs, attorney’s fees, expenses, damages or judgments of any type or nature whatsoever, whether contractual, tortious, or otherwise, which Buyer may sustain or incur by reason of or arising out of any acts or omissions, including breach of any warranty made herein by Seller, or any of its agents, servants, or subcontractors committed in the sale, distribution or use of the Material, including Buyer’s own negligence or that of any of its agents, servants, or subcontractors. Ten percent of Buyer’s first payment to Seller is specific consideration for this indemnity.
Governing Law – The interpretation and performance of this Order shall be governed by the law of Tennessee.
Nondiscrimination Clause – The Nondiscrimination Clause contained in Section 202 of the Executive Order 11246 relative to equal employment opportunity for all persons without regard to sex, race, creed, color, or national origin and the Affirmative Action Clauses contained in 41 C.F.R. Chapter 60.250.4 relating to disabled veterans and to veterans of the Vietnam Era and in 41 C.F.R Chapter 60.741.1 relating to handicapped workers and the implementing rules and regulations of the Secretary of Labor (41 C.F.R. Chapter 60) are incorporated herein.
Ownership of Drawings and Information – All drawings, flow sheets, plans, specifications, operating data and other documents that are supplied to Buyer by Seller, in connection with the Material whether indirectly or directly, shall be and remain the property of Buyer. Seller shall keep such information confidential except and to the extent that such information has lawfully become public knowledge or has been disclosed by Buyer before execution of this Order. This commitment of confidentiality by Seller shall survive the delivery of the Material or the termination of this Order.
Miscellaneous – This Order, as the same may be amended or modified in writing, and any document referred to herein supersedes all prior understandings, transactions and communications, or writings with respect to the matters referred to herein. When Seller has not expressly accepted this Order, Seller, by commencing work hereunder, shall be deemed to have agreed to all the provisions hereof. Titles and captions are for convenience only and in no way define or limit the application of any of the provisions of this Order.
Patents – Supplier guarantees that the commodities herein do not infringe any patent and agree to defend any suit that may arise hereto and to indemnify and save Buyer harmless from any loss and any expense which may be incurred by the assertion of any patent rights herein.
Buyer is an equal opportunity employer and is a United States government contractor. Therefore, this Contract is subject to the rules and regulations imposed upon contractors and subcontractors pursuant to Executive Order 11246, the Fair Labor Standards Act, and 41 C.F.R. 60. Unless this Contract is exempt by regulations issued by the Secretary of Labor, there is incorporated herein by reference to the following: (a) the equal opportunity clause contained in 41 C.F.R. 60.114; (b) the affirmative action clause contained in 41 C.F.R. 60.25.4 relating to employment of disabled veterans and veterans of the Vietnam Era; and (c) the affirmative action clause contained in 41 C.F.R. 60.741.4 relating to employment of handicapped persons.
This contact shall be construed and given effect according to the laws of Tennessee and in the event that any dispute shall arise from this agreement, the Seller agrees that such dispute shall be resolved in courts of competent jurisdiction in Shelby County, Tennessee and further agrees that it will be bound by the final resolution by the Tennessee courts of any dispute which may arise hereunder. Seller irrevocably appoints the Secretary of State of Tennessee as his agent for service of process with respect to litigation arising out of this agreement and does hereby consent to and subject himself to the jurisdiction and venue of the Tennessee courts.
Seller agrees to pay all litigation costs, including reasonable attorneys’ fees, incurred by Ideal in seeking to enforce this Contract.