Terms of Service
SELLER SHALL SELL AND BUYER SHALL PURCHASE THE MATERIALS (“MATERIALS”) AS DESCRIBED IN THE PURCHASE ORDER (“ORDER”) INACCORDANCE WITH THE FOLLOWING TERMS AND CONDITIONS.
1.Law and Interpretation: Terms and conditions in this Order shall be governed by and interpreted in strict accordance with the laws of the State of Florida, USA.
2. Nature of this Agreement: Acceptance of this Order by Seller is expressly limited to the terms and conditions set forth herein. Buyer and Seller hereby give notification of objection to any additions, limitations or other modifications to these Terms and Conditions set forth in the Seller’s quotation, acceptance upon Buyer’s purchase order or request for proposal or otherwise and any such additions, limitations or modifications shall have no force or effect unless set forth by this Order or Change Order. Any technical data, specifications, drawings, designs, standards and the like attached to, referenced in, or incorporated into this Order shall form a part of this Order. No waiver of right contrary to the above shall be effective unless made expressly in writing by both parties.
3. Changes to the Order: Buyer may make, at any time, changes within the general scope of this Order by written notice. Changes may include changes in technical aspects of the Materials, quantities, method of shipping and/or packing, inspections standards and place of delivery. If such a change affects the Purchase Price or the Delivery Date, Buyer and Seller undertake to mutually agree upon equitable adjustment in the same. The change, together with any such adjustments, shall be set forth in a written Change Order issued by the Buyer and acknowledged by the Seller by signing the Acknowledgment Sheet.
4. Proprietary Information: All software tools furnished buy the seller for the execution of this contract are considered the sole property of the seller, in the event that the Buyer wishes to purchase a licensed version of the any of the finished tools than this purchase would be handled as a contract change and the material would be subject to standard copyright laws as detailed in the purchase.
5. Liability: While directly representing the Buyer, the Seller accepts no liability for conduct or actions that are carried out while performing the normal services as described in the attached agreement. In situations of gross negligence on behalf of the Seller, immunity from liability does not apply.
6. Liability: The Seller is not responsible for any escalation in costs due to misinterpretation, by any party, of the specifications or misinterpretation, by any party, of the requirements of any regulatory agency, or any lack of adherence of suppliers or sub-suppliers to meeting the deliverables as outlined in the specification.
7. Patent Indemnity: The Seller warrants that the Materials do not infringe on any patent rights, copyrights, trademarks or trade secrets owned or controlled by any third party either in the country of manufacture or use. The Seller agrees to defend, indemnify and hold harmless, Buyer and its affiliated and related companies against any and all liability, loss or expense finally awarded by court from patent copyright, trademark infringement or trade secret misappropriation claims related to the Materials, provided that Buyer promptly tenders defense to Seller and provides assistance as reasonably
requested by Seller.
8. Assignment or Subcontracting: No assignment or subcontract (other than to Seller’s affiliate or a subcontract of a part of the performance hereunder, in the regular course of Seller's business) of the Order shall be effective without the prior written consent of Buyer.
9. Force Majeure: "Force Majeure” shall mean any act, event, cause or occurrence which is not within the reasonable control of the Buyer, Seller or any of the Seller's suppliers and which renders either party unable to perform its obligations. If a party is unable to perform any of its obligations as a result of "Force Majeure", performance of such obligations shall be excused during the period of "Force Majeure". Such party shall immediately give written notice to the other party of the date of inception of the "Force Majeure” condition and the extent to which it will affect performance. After thirty (30) cumulative days of "Force Majeure" affecting Seller's performance, Buyer may cancel this Order in whole or in part. Buyer shall have no liability to Seller for costs or damages arising out of such cancellations. Alternatively, Buyer and Seller may execute a Change Order reflecting a mutually agreeable adjustment in the delivery date.
10. Termination: If the Seller or Buyer fails to comply with any of the provisions hereof, or in the event the Seller or Buyer becomes the subject of a proceeding under provincial or federal law for relief of debtors, or if the Seller or the Buyer makes an assignment for the benefit of creditors, the other shall have the right to declare a default and cancel this Order in whole or in part. Buyer reserves the right to cancel this Order in accordance with Article 3 (Changes to the Order) above. In such case, Seller shall submit a proposal to the Buyer for any charges, which may be applicable, and Buyer shall make an equitable adjustment based on the claim submitted.
11. Limitation of Liability: Neither Company nor its supplier shall be liable, whether in contract, warranty, failure of a remedy to achieve its intended or essential purposes tort (including negligence), strict liability, indemnity or any other legal theory, for loss of use, revenue or profit, or for costs of capital or of substitute use or performance, or for indirect, special, liquidated, incidental or consequential damages, or for any other loss or cost of a similar type, or for claims by Purchase for damages of Purchaser’s customers. The Seller’s maximum liability under this contract shall be the contract price. Buyer and Seller agree that the exclusions and limitations set forth in this article are separate and independent from any other remedies, which Purchase may have.
