ACCEPTANCE. This purchase order is an offer by ChemTreat to purchase the specified goods and/or or services (collectively, the “Products”) from the supplier identified on its face (“Vendor”) in accordance with and subject to these terms and conditions (the “Terms” and together with the purchase order, the “Order”). This Order will be deemed accepted by Vendor upon delivery of any instrument acknowledging Vendor’s acceptance, including but not limited to a signed copy of this Order, or upon full or partial performance by Vendor hereunder. The Order expressly limits Vendor’s acceptance to these Terms; these Terms expressly exclude any of Vendor’s terms and conditions of sale in any invoice or other document issued by Vendor in connection with this Order.
PRICE; PAYMENT. The price of the Products is stated on the face of this Order. Prices include all labor, production, and packaging costs of the Products. Prices do not include transportation costs, insurance, or taxes, unless applicable. Unless otherwise specified, all prices are FOB Origin. Vendor shall invoice ChemTreat for the Order within 30 days of delivery. Unless stated differently on the face of this Order, ChemTreat will pay all undisputed amounts via credit card within 45 days of receipt of invoice.
DELIVERY. Deliveries will be initiated by Orders from ChemTreat via email, mail, facsimile, electronic data transfer, or orally by an authorized ChemTreat buyer. The preferred method for Orders will be email. ChemTreat is committed only to purchase Product quantities at the agreed upon prices and delivery dates set forth in the applicable Order. Shipments will be made, either directly to ChemTreat or to ChemTreat’s customer, as set forth in the applicable Order and within the standard lead time from receipt of an Order for the Products, as quoted. Vendor will give ChemTreat prompt notice in the event shipments may be delayed by 1 day or more beyond the scheduled shipping date. Neither ChemTreat nor ChemTreat’s customer shall be responsible for payment or return of any delivered Products in excess of the quantities stated on the applicable Order, except in the case of bulk shipments where the quantity may be up to 2% more and 0% less than stated on the Order. Vendor will provide proof of shipment, such as a copy of the bill of lading with carrier PRO# either electronically or via fax within 1 business day of the Product leaving Vendor’s dock.
WARRANTY. Vendor expressly warrants that for 2 years from the date of shipment: (i) all Products delivered under this Order are free from defects in design, workmanship, and material; (ii) such Products are merchantable and fit for their intended purposes; (iii) such Products and their components are new and unused; and (iv) such Products were manufactured and packaged in accordance with all applicable laws and meet the specifications provided by ChemTreat, if any. If the Products fail to conform to any warranty described herein, 1 of the following options may be exercised at ChemTreat’s sole election. Option 1. Vendor will promptly correct any defect or replace all non-conforming Products at its own expense (including shipping costs) after receipt of notice from ChemTreat. If repair or replacement is not possible, Vendor will refund the purchase price of such Products. If Vendor fails to replace such Products and there is a material adverse impact on ChemTreat’s business as it relates to the Products, ChemTreat may terminate this Order for default in accordance with the termination provisions herein and any other remedies ChemTreat may have. Option 2. ChemTreat may make any necessary repairs and charge Vendor for the cost. This repair does not void the warranty.
PRODUCT REJECTION. All Products will be subject to ChemTreat’s inspection and approval at any time within 30 days after the same are put into active operation. Within 24 hours after receipt of ChemTreat’s notice that any Products are rejected, Vendor will provide instruction to ChemTreat for the return of such Products at Vendor’s risk and expense. ChemTreat’s notice will include the raw material or part number, Order number, cause of rejection, and date received.
PRODUCT RECALLS. If either party believes a Product poses a safety hazard or is or may become the subject of any claim, suit, or proceeding arising out of personal injury or damage to real property, such party may initiate a Product safety notice or recall procedure. Vendor and ChemTreat will work diligently together to replace the recalled Product or correct any actual or alleged defects in a manner that is both acceptable to ChemTreat and complies with applicable quality requests. ChemTreat reserves the sole right to contact its customers regarding recalls. If Vendor’s non-conforming Product necessitates the safety notice or recall, the direct costs of replacement or repair of such Product will be administered under the Warranty and Product Rejection provisions herein.
CHEMTREAT PROPERTY. ChemTreat may provide Vendor with property (the “Property”) to facilitate delivery or to be used in conjunction with Vendor’s Products. While in Vendor’s care, custody, and/or control, the Property will be held at Vendor’s risk and will be insured by Vendor at its own expense with loss payable to ChemTreat in an amount equal to the replacement cost. Vendor shall have no authority to dispose of any Property without ChemTreat’s prior written consent. Upon termination of this Order, or as requested by ChemTreat, the Property will be immediately returned to ChemTreat in the same condition it was received, ordinary wear and tear expected.
INDEMNIFICATION. Vendor agrees to defend, indemnify, and hold harmless ChemTreat and its officers, directors, affiliates, employees, and agents at Vendor’s own cost and expense for any and all claims, judgments, and actions asserted or brought against ChemTreat arising out of the performance of this Order, including those based on the actual or alleged: (i) failure of the Products manufactured, supplied, or provided by Vendor to conform to any requirement of this Order, ChemTreat specification, written instruction, and/or warranty; (ii) failure of the Products to conform to any federal, state, or local law; (iii) infringement of any patent, trademark, or copyright by reason of the sale or use of the Products; or (iv) acts or omissions of Vendor or its employees, representatives, subcontractors, or agents.
PROPRIETARY & CONFIDENTIAL INFORMATION. Each party shall retain all right, title, and interest in and to any proprietary technology and information, regardless of whether protected by patent, trade secret, or otherwise, that it had prior to entering into this Order. All customer information (including but not limited to names, contacts, details, and addresses), customer lists, pricing, drawings, engineering designs, specifications, product formularies, firmware, software, and other technical information supplied by or on behalf of ChemTreat or purchased from Vendor specifically in connection with this Order (the “Proprietary Information”) will be owned solely by ChemTreat. Vendor agrees: (i) not to use the Proprietary Information, which shall be considered confidential, except in connection with the development, manufacture, or sale of the Products; (ii) not to disclose the Proprietary Information to any third party; and (iii) to only disclose the Proprietary Information within Vendor’s organization on a need-to-know basis. Upon ChemTreat’s request, Vendor will promptly return any and all Proprietary Information and all copies thereof. Each party agrees to protect any confidential information disclosed to it by the other party with at least the same degree of care it normally exercises to protect its own confidential information. This provision does not apply to or include confidential information which: (i) a party can prove was in the public domain through no fault of its own or was lawfully disclosed to that party without restrictions; or (ii) Vendor can prove was independently developed by Vendor without any reference to the Proprietary Information.
FORCE MAJEURE. Performance of this Order may be suspended if Vendor’s performance is prevented or interfered with because of any act or condition beyond Vendor’s reasonable control, including but not limited to, acts of God, war, civil disturbances, acts of terrorism, court orders, or labor disputes (each, a “Force Majeure Event”). Interrupted supply resulting from mechanical equipment failures or scarcity of material shall not be considered a Force Majeure Event. Vendor shall give ChemTreat prompt written notice of the Force Majeure Event and an estimate of the resulting delay. Vendor must take all reasonable steps to avoid or remove the cause of nonperformance and must resume performance promptly thereafter. Any suspension of performance hereunder shall be limited to the period when performance is rendered impossible due to such Force Majeure Event.
TERMINATION. Either party may terminate this Order for default by the other party. Default shall include but is not limited to: (i) bankruptcy, reorganization, receivership, or assignment for the benefit of creditors; or (ii) the failure of Vendor to deliver the Products in a timely manner, promptly replace or correct defective Products, or issue a credit or refund, according to the terms of this Order. The provisions hereunder dealing with Payment, Warranty, Indemnification, Proprietary and Confidential Information, and Compliance shall survive the termination or expiration of this Order.
COMPLIANCE. Vendor acknowledges that ChemTreat is required to comply with Section 1502 of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and inter alia must file disclosures and reports with the United States Securities and Exchange Commission related to the use of tin, tantalum, tungsten, and gold (the “Conflict Minerals”). Vendor represents and warrants that it will source and track the chain of custody of all Conflict Minerals contained in any products or materials provided by Vendor to ChemTreat in accordance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (or such other internationally recognized due diligence standard as ChemTreat and Vendor may jointly agree upon). At ChemTreat’s request (which may be as frequently as quarterly, at ChemTreat’s discretion), Vendor must execute and deliver to ChemTreat declarations in the form of the EICC-GESI Conflict Minerals Reporting Template, as adopted by EICC-GESI from time-to-time, or (at ChemTreat’s sole discretion) in any other form that ChemTreat reasonably requests. Vendor agrees and represents that all products and materials provided by Vendor to ChemTreat after December 31, 2014 shall be “conflict free” as defined in the Dodd-Frank Act and, at ChemTreat’s request from time-to-time, Vendor shall execute and deliver to ChemTreat a written declaration to the same effect. Vendor represents and warrants that, in the execution and performance of this Order, it will comply with all applicable provisions of federal, state, and local laws, ordinances, rules, codes, and regulations. ChemTreat is an Equal Employment Opportunity/Affirmative Action employer subject to Executive Order 11246. Vendor agrees that it will not discriminate against any employee or applicant for employment on the basis of race, color, sex, national origin, religion, age, mental or physical disability, Veteran status (including but not limited to, special disabled veterans, veterans of the Vietnam era, and other eligible veterans), or any other basis covered by applicable law. Vendor agrees to incorporate by reference, as applicable, the provisions of: (i) Executive Order 11246 and the implementing regulations found at 41 CFR Part 60 (including but not limited to, the Equal Opportunity Clause at 41 CFR Section 60.1.4); (ii) the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended, and the implementing regulations found at 41 CFR Part 60-250 (including but not limited to, the Equal Opportunity Clause at 41 CFR Section 60-250.5); and (iii) Section 503 of the Rehabilitation Act of 1973 (Executive Order 11758) and the implementing regulations found at 41 CFR Part 60-741 (including but not limited to, the Equal Opportunity Clause at 41 CFR Section 60-741.5). Vendor further agrees that it will at all times adhere to the standards set forth in Danaher’s Supplier Code of Conduct (the “Code”) and will fully comply and take all necessary steps to assist ChemTreat in complying with the Code, as well as any other customary standards of business conduct prescribed by law or regulation. A copy of the Code may be obtained at http://www.danaher.com/suppliers/.
INSURANCE. Vendor will pay the necessary premiums for, and keep in force during the term of this Order, workmen’s compensation insurance covering its employees in such amount as required by state law, contractual liability insurance, and commercial broad form general liability Insurance that provides combined single limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate. Vendor will furnish ChemTreat with certificates evidencing such coverage and naming ChemTreat as an additional insured on all general liability policies. The certificates must state that if the insurance is canceled or the coverage afforded by it is reduced, the insurer will provide written notice to ChemTreat 30 days prior to the effective date of such cancellation or reduction.
MISCELLANEOUS. This Order constitutes the entire understanding of the parties and supersedes all prior purchase orders, negotiations, and communications, whether oral or written, pertaining to its subject matter. No changes to this Order are permitted without the written agreement of both parties. If any term or provision contained herein is declared invalid or unenforceable by a court of competent jurisdiction, such declaration will not affect the validity or enforceability of the remaining terms and provisions. A party’s failure to exercise its rights hereunder will not constitute a waiver or forfeiture of such right. Neither party may assign its obligations hereunder without the prior written approval of the other party, which will not be unreasonably withheld. Vendor is an independent contractor of ChemTreat. Nothing contained herein shall be construed as creating any agency, partnership, employment, or fiduciary relationship. Neither party shall have authority to bind the other party in any manner whatsoever. This Order is governed by the laws of the Commonwealth of Virginia.