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Procurement Department
Supplier Terms and Conditions
Revised April 2000
1. SHIPPING NOTICES; SELLER'S
INVOICES - The shipping notice must be mailed
on the date of shipment to the works or plant designated by Buyer as point
of destination. Goods arriving without proper notices having been received
will be held until the desired information is furnished, and all demurrage
thus accruing shall be for Seller's account. Shipments to each works or
plant shall be invoiced separately. Invoices shall state the Purchase
Order number, item number, commodity code, shipping point, place of
delivery, route, destination, whether the freight is prepaid or collect,
and the terms of payment. Invoices not rendered in accordance with
instructions will be returned and the discount date will be based upon the
date the corrected invoice is received by Buyer.
2. DISCOUNT POLICY - Discount period shall
commence on the later of (i) the invoice date or (ii) the date the invoice
was received by Buyer.
3. PACKING - All goods shall be shipped fully
assembled (or where not practicable to do so, as completely assembled as
permitted by the carrier), suitably packed and accompanied by packing
list. Cartons containing packing lists must be so marked. Uncrated or
bundled goods must be tagged with waterproof tags. No charge for packing
or draying shall be made unless agreed to in writing by Buyer.
4. CARRIERS AND ROUTING - Buyer reserves the
right to designate the carrier and routing. All goods shall be forwarded
in accordance with Buyer's instructions, or in the absence of such
instructions by the route generating the lowest transportation charge.
When usual terms of tariffs or transportation agreements involving
carriage via water do not include insurance, shipments must be forwarded
properly insured. When terms of delivery are "prepaid by supplier",
supplier is to charge buyer freight on their invoice. When terms are
"collect", Buyer will pay freight to carrier on a separate freight bill.
When terms are "delivered price", material costs include freight costs.
All shipping rates charged to Buyer shall be the lowest available rates,
taking into account all available discounts.
5. ADDITIONAL CHARGES - No additional charges of
any kind will be allowed unless arranged for and agreed to in writing by
Buyer's Purchasing Department at time of purchase.
6. MODIFICATION OF TERMS - This Purchase Order
is expressly subject to, and Seller's acceptance is expressly conditioned
upon, Seller's assent to each and all of the terms and conditions
contained on the face and reverse side hereof. No addition to or
modification of the terms and conditions hereof shall be binding upon
Buyer and no goods or services shall be substituted for those specified
herein except upon the written consent or instructions of Buyer's
Purchasing Department. Where Seller's quotation, order acknowledgement or
other correspondence contains terms or conditions contrary to or in
addition to Buyer's terms and conditions, such contrary or additional
terms are hereby refused and rejected (and without any requirement of
further notice of such refusal and rejection) and neither acceptance by
Buyer of the goods and services nor payment therefor shall constitute a
waiver by Buyer of any of the terms and conditions contained herein or
assent to any other conditions. Reference to Seller's bids or proposals,
if noted on this Purchase Order, shall not affect the terms and conditions
hereof unless specifically provided to the contrary herein.
7. NON-CONFORMING GOODS - All goods received
shall be subject to Buyer's right of inspection and rejection. Buyer may
(but is not required to) inspect the goods at Seller's premises, prior to
shipment, upon reasonable notice to Seller. Buyer shall have a reasonable
time within which to inspect the goods and shall not be obligated to
inspect goods purchased as spare parts, inventory or for future use until
the same are to be used by Buyer. Excess or defective goods or goods not
in accordance with Buyer's specifications will be held for a reasonable
period of time for disposition in accordance with Seller's instructions at
Seller's risk and expense and, if Seller directs, will be returned at
Seller's expense. Returned goods may be replaced by Seller only upon
Buyer's formal Purchase Order placed by a duly authorized representative
of Buyer. If inspection discloses that a portion of the goods received are
not in accordance with the specifications or descriptions thereof, Buyer
shall have the right to cancel any unshipped portion of this order.
Payment for goods or services furnished or performed pursuant to this
order shall not constitute acceptance thereof by Buyer and such payments
shall be deemed to have been made without prejudice to any and all claims
Buyer may have against Seller. The remedies hereinabove provided to Buyer
are not exclusive and are in addition to all other remedies available to
Buyer pursuant to law, this Purchase Order or otherwise.
8. WARRANTY - In addition to any other
warranties of Seller described herein, Seller expressly warrants that all
goods and services covered by this Purchase Order will conform to the
specifications, drawings, plans, instructions, samples or other
description furnished or adopted by Buyer, if any, will be merchantable,
fit and sufficient for the purpose intended, including any special
requirements of Buyer which have been disclosed to Seller, and shall be
free from defects, whether latent or patent, in material and workmanship.
Such warranties and the remedies provided herein shall not be deemed
waived either by reason of acceptance of or payment for or use or
consumption of the goods and shall be in addition to those implied by or
available at law.
9. DELAYS; FORCE MAJEURE - Shipment and delivery
date(s) specified are of the essence of this Purchase Order and must be
one-hundred percent on time. However, Seller shall not be liable for
delays in manufacture or delivery of goods and services and Buyer shall
not be liable to accept any part of such goods and services to the extent
that such delays are due to causes beyond the reasonable control of the
party (Buyer or Seller) affected thereby, such as acts of God, acts of
civil or military authorities, governmental priorities, fires, strikes,
lockouts, floods, epidemics, war, riot, or a contingency the
non-occurrence of which was a basic assumption on which this Purchase
Order was made, provided that the party affected thereby promptly notifies
the other party of such event and uses its best efforts to remedy the
situation, and, provided further, that in the case of any such event
affecting Seller, Seller shall allocate all available production,
inventories and deliveries to Buyer.
10. LABOR AGREEMENTS - If Seller is a party to
any labor agreement the expiration of which might reasonably be
anticipated to cause a delay in performance hereunder, Seller shall give
Buyer as much advance written notice as is practicable of the date of
expiration of such agreement and Seller's expectations with respect
thereto. Seller shall also advise Buyer as promptly as practicable of any
strike or other difference with employees which might reasonably be
anticipated to cause a delay in performance hereunder, and shall keep
Buyer seasonably advised of all developments relating thereto.
11. COMPLIANCE WITH LAWS; COUNTRY OF
ORIGIN- Seller shall comply with all Federal, state and local laws
and ordinances and all lawful regulations of any public authority. Without
limiting the generality of the foregoing, Seller warrants that all
materials or services furnished under this order shall comply with all
Federal, state and local laws, rules and regulations pertaining to safety
and health, including but not limited to the Federal Occupational Safety
and Health Act of 1970, as amended, and safety standards promulgated
pursuant thereto, and that Seller will comply with all applicable laws,
regulations, ordinances, executive orders and rules with regard to
discrimination as to age, race, color, religious creed, sex, ancestry or
national origin, physical or mental disability and veteran status. Seller
represents and warrants, as of the date of delivery, that all goods were
produced in compliance with the Fair Labor Standards Act, as amended, and
all regulations and orders of the United States Department of Labor issued
thereunder.
12. PERSONAL INJURY, DEATH AND PROPERTY DAMAGE
- By its acceptance of this order, Seller expressly agrees to
defend, indemnify and save harmless Buyer (as used in this Clause, "Buyer"
means and includes LTV Steel Company, Inc. and, as appropriate, its
subsidiaries and affiliates) from and against any and all liability, loss,
damages, costs and expenses (including attorneys' fees), claims, suits and
demands for any loss or damage to property or injuries to persons,
including death, sustained by Buyer, its employees or its customers, or by
Seller or its employees, or by any other party, arising out of, resulting
from or incurred in connection with the performance of any work or the
furnishing of, or claimed defects in, any goods furnished by Seller under
this order. Seller further expressly agrees that it is the intent hereof
that Seller shall assume all risk of such loss, damage or injuries, and
shall absolve and indemnify Buyer therefrom whether or not such loss,
damage or injuries are due to the sole or joint negligence of Buyer or its
employees. If Buyer's machinery or equipment is used by Seller in the
performance of any work that might be required under this Purchase Order,
such machinery or equipment shall be considered as being under the sole
custody and control of Seller during the period of such use by Seller, and
if any person or persons in the employ of Buyer should be used to operate
said machinery or equipment during the period of such use, such person or
persons shall be deemed during such period of operation to be an employee
or employees of Seller. Seller expressly agrees that it may be joined as
an additional or third-party defendant, and may be held liable for
damages, contribution or indemnity, in any action at law or otherwise, in
which the employee or employees of Seller or any other person, their
heirs, assigns or anyone otherwise entitled to receive damages by reason
of injury or death, brings an action against Buyer in respect thereof, and
expressly waives any provision of any workers' compensation laws whereby
Seller could otherwise preclude its joinder or avoid liability for such
damages, contribution or indemnity.
13. INSURANCE - Where fulfillment of this
Purchase Order requires Seller to perform work on the premises of Buyer
(used herein as defined in Clause 12), Seller shall procure at its own
cost and keep in force the following insurance, satisfactory to Buyer as
to form and limits of liability, until completion and final payment
hereunder:
(a) Worker's Compensation Insurance, as required by the
worker's compensation laws of the state in which the work is being
performed; and (b) Public Liability and Property Damage insurance,
including contractual liability insurance as required to cover liabilities
assumed in Clause 12, and Automobile Liability and Property Damage
insurance if automobiles, trucks, trailers or other vehicles are to be
used.
Prior to the commencement of any work hereunder, evidence of
such insurance, in policy or certificate form, shall be deposited with
Buyer's Procurement or Risk Management Department at Buyer's headquarters.
Where any part of this Purchase Order is performed by a subcontractor of
Seller, evidence of such insurance on behalf of such subcontractor
similarly shall be provided by Seller to Buyer.
14. PROPRIETARY RIGHTS - Seller shall indemnify,
save harmless and defend Buyer (used herein as defined in Clause 12) from
and against any and all claims, demands, suits, actions, legal
proceedings, judgments, decrees, awards, damages, royalties, costs
including reasonable attorneys' fees and any other expenses arising from
(a) the infringement or alleged infringement of any United States or
foreign patent by the goods furnished hereunder, or by the normally
intended use or mode of operation of the goods so furnished, (b) any
unfair competition or alleged unfair competition resulting from any
similarity of design or appearance of, or trademark on, the goods
furnished hereunder and (c) the unauthorized use or alleged unauthorized
use of any trade secrets, proprietary know-how or other proprietary rights
incorporated in the goods furnished hereunder, necessary or appropriate
for the use of the goods furnished hereunder in their normally intended
manner or mode of operation, or otherwise related to the furnishing of any
goods or services hereunder. Buyer may be represented in any such suits,
actions or legal proceedings by counsel of its own selection.
15. LIENS AND CLAIMS - All goods and services
hereunder shall be delivered and furnished free of all liens, claims and
encumbrances. Seller shall pay promptly all claims and demands for all
labor performed and for machinery, fuel or any other material or equipment
furnished in the performance of the work contemplated by this Purchase
Order and shall fully protect and indemnify Buyer (used herein as defined
in Clause 12) against all such claims and against any and all claims or
debts on account of which liens might be obtained. Seller also shall
indemnify Buyer against court costs and attorneys' fees incurred or
sustained by Buyer by reason of any such claims, debts or liens. Buyer
reserves the right to satisfy and obtain the release of any liens filed
against the property of Buyer as a result of work performed or goods
furnished by Seller hereunder, and in such cases to use sums otherwise
payable by Buyer to Seller hereunder.
16. SETOFF - Buyer shall have the right to
credit toward the payment of any monies that may become due Seller
hereunder any amounts which may now or hereafter be owed to Buyer or any
of its subsidiaries or affiliates by Seller.
17. ASSIGNMENT
- Seller shall not assign, whether by assignment, subcontract,
merger, reorganization, operation of law (all of which shall be deemed to
be an "assignment ") or otherwise this Purchase Order or any interest
herein or any payment due or to become due hereunder without the written
consent of Buyer. Any such actual or attempted assignment without Buyer's
written consent shall constitute a breach by Seller and shall entitle
Buyer to terminate this Purchase Order without further liability hereunder
and to withhold payment until Buyer has determined to whom such funds are
payable and that Buyer is fully protected from any conflicting claims of
Seller, Seller's assignee or any third party and from any loss or expense
in connection therewith. Buyer may assert any counterclaim or set-off
which Buyer may have against Seller against any assignee, whether or not
such counterclaim or set-off arose under or with respect to this Purchase
Order.
18. TERMINATION - Buyer may terminate this
Purchase Order or any part hereof for any reason at Buyer's convenience
upon written notice to Seller. Upon such termination Seller agrees to
waive all claims for damages, including those for loss of anticipated
profits, and to accept as its sole remedy for termination the value of all
work performed prior to the termination and reasonable costs occasioned by
termination; provided, however, that Buyer shall have no liability
whatsoever for goods which are Seller's standard stock. No such
termination shall relieve Seller of any of its obligations for any goods
delivered or services rendered hereunder prior to such termination. Any
claim for adjustment must be asserted within 30 days from the date when
the termination was ordered.
19. COMPLETE AGREEMENT - This Purchase Order,
together with any other documents incorporated herein by reference,
constitutes the sole and entire agreement between Buyer and Seller with
respect to the subject matter hereof, superseding completely any oral or
written communications unless the terms thereof are expressly incorporated
herein. No additions to or variations from the terms hereof shall be
binding unless incorporated in Buyer's Purchase Order Change Notification.
Where Seller's quotation is referred to herein, such quotation is
incorporated in this Purchase Order only to the extent of specifying the
nature or description of the goods ordered, and then only to the extent
such items are consistent with the other terms herein. No additional work
shall be done or goods supplied unless specifically agreed to by Buyer by
written Purchase Order Change Notification.
20. TIME AND MATERIAL WORK - Where the purchase
price hereunder is to be determined by Seller's time or cost of materials,
or otherwise from records to be maintained by Seller, Seller will retain
all records necessary for such determination for a period of at least two
years after the completion of this Purchase Order and will permit Buyer
access thereto at all reasonable times for the purposes of audit.
21. DRAWINGS AND RECORDS - Title to originals
and all copies of all plans, blueprints, drawings, dies, patterns, tools,
specifications and written media, whether or not deemed proprietary by
Seller, furnished to or by Seller or prepared by or for the account of
Seller in connection with its performance hereunder, shall be and remain
in Buyer. Such items shall be held at Seller's risk and shall be promptly
delivered to Buyer upon completion of such performance, or termination of
this Purchase Order. Invoices will not be honored until such items have
been received by Buyer.
22. ADVERTISING - Seller may not, without
written consent of Buyer's authorized representative, advertise or
publish, in any manner, the fact that Seller has furnished or contracted
to furnish the goods or services specified herein.
23. TAXES - Seller shall pay all taxes
applicable to this transaction unless shown separately on the face of this
Purchase Order. LTV Steel Company, Inc. will remit any sales tax due
direct to the state under its direct payment authorization in the states
of IN, OH and PA.
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