Supplier Terms and Conditions
This contract between us applies to all goods and/or services we order from you. Any order will contain these terms. Your acceptance, acknowledgment or commencement of performance constitutes acceptance of these without changes. No other terms apply unless agreed in writing.
We may make reasonable changes to an order. Reasonable adjustments will be made to the price if our changes directly increase or decrease costs, you notify us of these costs and we accept in writing before shipment. Absent agreement on such cost changes, we may cancel the order. You may not make any changes to specifications or our expectations without our consent in writing. You will provide us 120 days prior notice if you plan to discontinue any product. We can terminate any order for convenience and will pay you for any work performed to date plus reasonable direct costs of termination. All claims for payment must be made within 30 days of termination. We may (in addition to all other available remedies) cancel any order without liability (and return at your cost) if (a) you fail to comply with specifications or our expectations (discovered before or after delivery), (b) delivery is delayed past date in the order, (c) you are insolvent, file bankruptcy, have bankruptcy petition filed against you or the like or (d) you suffer conditions outside your reasonable control that affect our ability to receive and use your products or services.
All products are subject to our inspection and testing at all reasonable times and places including during the period of and at the location of manufacture (upon reasonable notice). Purchaser will have a reasonable time to inspect the Products after arrival. If the products must be tested, inspected, assembled, or installed prior to their use, they will not be deemed finally accepted until such activities prove compliance with specifications and our written expectations. Acceptance does not relieve you of compliance with these terms otherwise.
We will be able (in addition to all other available remedies) to return all products at your cost if you fail to strictly comply with delivery instructions in an order. TIME IS OF THE ESSENCE. Title and risk of loss pass at our facility. All bills of lading, invoices, and packages will be clearly marked with an appropriate description of the products, the purchase order number for such products, the bar code, the product number(s), and the quantity of items contained within each package. All products must bear markings and labels required by applicable law. You will provide us with a Safety Data Sheet and any other information for the products as required by law. You will ensure that packaging is suitable to keep the products in good condition, to ensure their safe delivery to us, and to protect the products from tampering and other interference. Any returns will be made FOB, your facility.
If we furnish any material for production hereunder, you agree: (a) not to substitute any other material in such fabrication without our written consent, (b) that title to such material will not be affected by incorporation in or attachment to any other property, and (c) to state and warrant in writing on its shipper and invoice for final parts that all material furnished by us (except that which became normal industrial waste or was replaced at your expense) has been returned in the form of products and unused material. You agree that any tools, dies, jigs, patterns, drawings, or other equipment (collectively, “Tooling and Equipment”) furnished or paid for by us will continue to be our property, and the same will be used exclusively in the preparation of the products we order. You agree that no inaccuracy or inadequacy in Tooling and Equipment will excuse performance not in strict accordance with specifications and that such Tooling and Equipment will be used by you at your own risk. You will keep all such Tooling and Equipment in good condition and insured at your own expense. You agree to provide evidence of insurance upon request. Tooling and Equipment are subject to removal by us.
Invoices will include all taxes and freight if applicable. You warrant that such prices are not higher than the lowest prices you charge to similar customers for similar quantities of products. Except as otherwise agreed, payment terms are net 30 days. We may deduct and/or offset any monies owed to us from any money owed to you (whether or not associated with these terms).
You agree to defend, indemnify, and hold harmless our company and our directors, officers, employees, successors, assigns, customers, and users of the products, from and against any liabilities and losses (including, attorneys’ fees) arising out of or resulting from your negligent acts, breach of an order or these terms or your infringement of intellectual property rights. We have the right to control or monitor through our own counsel, at your expense, any claim for which indemnity is available.
You represent and warrant that all products covered by the order will: (a) with respect to food products and ingredients be safe for human consumption, (b) strictly conform to the specifications referred to in an order and our written expectations; (c) be merchantable and free from defects in materials, workmanship, design, processing, and packaging; (d) be fit and safe for their intended purpose; (e) be free from liens, encumbrances and the like; (f) comply with all laws; and (g) as applicable, will not be adulterated or misbranded within the meaning of the U.S. Federal Meat Inspection Act, the U.S. Poultry Products Inspection Act, and the U.S. Federal Food, Drug and Cosmetic Act. You agree (as a non-exclusive remedy) to promptly, at our option, refund the purchase price of, replace or otherwise correct, at your expense, any non-conformance. With respect to purchased equipment, you agree for 1 year after purchase or site acceptance (whichever is longer) to repair or replace (at our discretion) any part which is found defective or otherwise unsatisfactory owing to faulty material or workmanship.
If you perform any developmental work relating to an order, you grant and agree to grant to us an irrevocable, non-exclusive, fully transferable royalty free license to exploit any invention that you conceive, develop, or first actually reduce to practice in the course of performing an order. You grant and agree to grant to Purchaser (a) an irrevocable, non-exclusive, fully transferable, royalty-free license to exploit any copyrighted or copyrightable material related to the products.
You and your subcontractors, and other suppliers, will be independent contractors. You are responsible for all liabilities for your employees and will indemnify us for any related liability. You and your employees and subcontractors will comply with all our safety and personnel policies.
You agree to comply diligently with all of our recall procedures and we will conduct and control any recalls. If any recall is a result of your acts or omissions, you will bear and reimburse all costs and expenses we incur in complying with such procedures.
(a) These terms and the order and the parties’ performance hereunder will be governed by the internal laws of the State of Wisconsin and the state and federal courts encompassing Sheboygan County, Wisconsin will have exclusive jurisdiction over any dispute; (b) no remedy provided herein will be exclusive of any other remedy hereunder or provided by any applicable law; (c) the invalidity or unenforceability of any provision of the order will not affect the validity or enforceability of any of the other provisions of the order; (d) you will not assign the order or any work performed without our consent; (e) our failure to exercise a right will not constitute a waiver; (f) if we prevail in any litigation under an order, we will be entitled to attorney’s fees; (g) if you are a supplier located outside the United States, then: (i) the 1980 United Nations Convention on Contracts for the International Sale of Goods will not apply; (ii) except as otherwise specified, all customs fees, import duties, cargo insurance, taxes, and other charges imposed on or relating to the purchase or sale of the products will be paid by you, and prices include all commercial export packaging; (h) both of us will be excused from performance during conditions outside of our reasonable control; and (i) we will not be liable for consequential/incidental damages or the like, including lost profits.
You will comply in all respects with our Supplier Code of Conduct. In addition, during the performance of this contract, you agree that you and each subcontractor involved in the fulfilling of this contract shall to the extent applicable to this contract comply with the terms of the Equal Opportunity and Affirmative Action clauses, which are incorporated herein by this reference, and program requirements contained in 41 C.F.R. §§ 60-1.4(a), 60-1.4(c) or their successors, concerning women and minorities, comply with the terms of the Employee Notice clause contained in 29 C.F.R. part 471, Appendix A to Subpart A, or its successors, which clause is hereby incorporated by reference as provided for in 29 C.F.R. § 471.2(b), or its successors; comply with the EEO-1 and Section 4212 form filing requirements contained in 41 C.F.R. §§ 60-1.7 and 41 C.F.R. §61-300.10, or their successors. This contractor and subcontractor shall abide by the requirements of 41 CFR § 60–741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. This contractor and subcontractor shall abide by the requirements of 41 CFR § 60–300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans. You also agree that you and each subcontractor shall comply with 48 C.F.R. §22.2005 (paycheck transparency) and incorporate §52.222-60 herein, to the extent applicable.