These Terms and Conditions will rule the totality of the transactions executed by and between The Intec Group, Inc., as well as Intec Mexico, LLC. (Buyer) and the Seller (Seller and, together with Buyer, collectively, the Parties). For purposes of these Terms and Conditions, Purchase Order means any Products purchase order delivered to Seller by Buyer pursuant to these Terms and Conditions and Products means any goods, materials, parts and works requested by Buyer to Seller by the delivery of the corresponding Purchase Order.
Seller may accept these terms by (i) acknowledging, confirming or executing a Purchase Order in accordance with the terms hereof; (ii) delivering the Products ordered by Buyer, or (iii) by any other means whereby Seller expresses its consent to be bound in accordance with these Terms and Conditions. In the event that Seller fails to deliver written acceptance of an order to Buyer within the three (3) days immediately following receipt thereof, Buyer shall be entitled to cancel said Purchase Order, in which case Seller shall have no resources or remedies whatsoever against Buyer in respect of the cancelled Purchase Order.
Buyer's production schedules are based upon agreement that Products will be delivered to Buyer by the date specified on the face of the Purchase Order. Time is therefore the essence of this order. If any deliveries are not made at the time and in the quantity agreed upon, Buyer may cancel this order with respect to all or any part of the Products covered hereby and in any event hold Seller responsible for damages resulting from Seller's default.
Seller shall, at the time of shipment, forward to Buyer, the express receipt or bill of lading, signed by the carrier; evidencing the fact that shipment has been made.
Shipments must equal exact amounts ordered unless otherwise agreed to in writing by Buyer. Any unauthorized quantity is subject to Buyer's rejection and return at Seller's expense. Buyer's purchase obligation arising from releases shall be limited to two (2) weeks of production of finished goods and two (2) weeks of raw material inventory, continuously based on the last release. Quantities that exceed these release periods are considered non-binding quantity forecasts.
If the release cannot be met with the foregoing notice requirement, Seller shall notify Buyer no less than forty-eight (48) hours in advance. In addition to all other rights and remedies of Buyer, non-compliance could result in premium freight for such goods at Seller's expense.
Any estimated quantity, or any portion thereof, shall not be considered as ordered and Buyer is not committed to its purchase unless and until such quantity is placed on the initial Purchase Order release or subsequent Purchase Order release. As part of the consideration for the initial order, Seller hereby grants an option to Buyer to purchase the indicated estimated quantity on the terms and conditions herein set forth.
Seller warrants that the prices for the Products and the services are and shall ensure that prices remain, not less favorable to Buyer than the prices currently extended to any other customer of Seller for the same or substantially similar goods or services in the same or substantially similar quantities and delivery requirements. If Seller reduces the prices of such same or substantially similar goods or services during the term of this Purchase Order, Seller shall reduce the prices of the Products and the services correspondingly.
Seller shall mail or electronically transmit invoices promptly to allow Buyer sufficient time for processing and payment within payment terms. C.O.D shipment will not be accepted.
Except as otherwise expressly stated on the Purchase Order, Buyer shall pay net invoices (subject to applicable withholding taxes, if any) sixty (60) days after the invoice date.
Seller will participate in Buyer's supplier quality and development program(s) and comply with all engineering release and validation requirements and procedures that Buyer specifies from time to time, including Buyer's production part approval process. Seller will permit Buyer and its representatives and consultants to enter Seller's facilities at reasonable times to inspect such facilities and any goods, inventories, work-in-process, materials, machinery, equipment, tooling, fixtures, gauges and other items and processes related to Seller's performance under this Purchase Order. Seller agrees that if Seller experiences any delivery, quality or operational problems, including late deliveries or delivery of non-conforming goods, Seller will permit Buyer's designated representative to be present in Seller's facility to observe Seller's operations until such problems have been resolved to Buyer's reasonable satisfaction. Seller will ensure that Buyer and its representatives and consultants have the same inspection rights with respect to Seller's suppliers. No inspection by Buyer will constitute acceptance by Buyer of any work-in-process of finished goods.
Buyer is not required to perform incoming inspections of any goods and Seller waives any rights to require Buyer to conduct any such inspections. Seller will not substitute any goods for the Products covered by this Purchase Order (or any materials or subcomponents incorporated in the Products) unless Buyer consents in writing. If Buyer rejects any Products as non-conforming, Buyer may, at its option: (a) reduce the quantities of Products ordered under this Purchase Order by the quantity of non-conforming Products; (b) require Seller to replace the non-conforming Products, and (c) exercise any other applicable rights or remedies. If Seller fails to inform Buyer in writing of the manner in which Seller desires that Buyer dispose of non-conforming Products within forty-eight (48) hours of notice of Buyer's rejection of non-conforming Products (or such shorter period as is reasonable under the circumstances), Buyer will be entitled to dispose of the non-conforming Products without liability to Seller, provided, however, that in any event Buyer may elect to arrange for the shipment of any non-conforming Products and will promptly pay or reimburse all costs incurred by Buyer to return, store or dispose of any non-conforming Products. Buyer's payment for any non-conforming Products will not constitute acceptance by Buyer, limit or impair Buyer's right to exercise any rights or remedies, or relieve Seller of responsibility for the non-conforming Products.
Seller warrants and guarantees to Buyer, its successors, assigns and customers that the Products covered by this Purchase Order will: (a) conform to the then current release/revision level (based on the date Buyer's release is issued to Seller) of Buyer's applicable specifications and drawings, (b) conform to all samples, descriptions, performance requirements, brochures and manuals furnished by Seller or Buyer, (c) be merchantable, (d) be of good material and workmanship, (e) be free from defect, (f) be fit and sufficient for the particular purpose intended by Buyer and any customer of Buyer, and (g) comply with all guidelines, standards and agreements incorporated and made a part of this Purchase Order. Seller further warrants and guarantees to Buyer, its successors, assigns and customers, that Seller will, at the time of delivery, convey to Buyer good title for all Products covered by the Purchase Order, free and clear of all liens, claims or other encumbrances. If requested by Buyer, Seller will enter into a separate agreement for the administration or processing of warranty chargebacks for non-conforming Products.
In the case of Products supplied for use as, or incorporation into, parts, components or systems for automotive vehicles or other finished products, the period for each of the foregoing warranties will commence upon delivery of the Products to Buyer and, except as provided in Section 21.13.4 or as otherwise expressly agreed in writing by an authorized Intec Purchasing Representative, end on the expiration date of the warranty Buyer's customer grants to its end consumer for the vehicle or other finished product on which such parts, components or systems are installed. In the case of Products supplied for other uses, the period for each of the foregoing warranties will be that provided by applicable law unless otherwise expressly agreed in writing by an authorized Intec Purchasing Representative.
If any Products are reasonably determined (including by use of statistical analysis or other sampling methodology) to fail to conform to the warranties set forth in this Purchase Order, Seller will reimburse Buyer for all losses, costs and damages caused by such non-conforming Products. Such costs and damages may include costs, expenses and losses of Buyer and/or its customers arising from: (a) inspection, sorting, repair or replacement of any non-conforming Products or any system or component that incorporates such non-conforming Products, (b) production interruptions or slowdowns, (c) removal of vehicles or component systems from the manufacturing assembly process, (d) field service campaigns and other corrective service actions, including the amounts paid to distributors and/or dealers for materials and replacement parts (including reasonable markup to recover administrative costs or other capital expenses) and the labor costs to perform such work, and (e) payments made to Buyer's customers under any applicable warranty programs or policies.
Notwithstanding the expiration of the warranty period set forth in Section 21.13.2, if Buyer and/or the manufacturer of the vehicles (or other finished product) on which the Products, or any parts, components or systems incorporating the Products, are installed, voluntarily or pursuant to a government mandate, makes an offer to owners of such vehicles to provide remedial action to address a defect that relates to motor vehicle safety or the failure of the vehicle to comply with any applicable law, safety standard or guideline (a "recall"), Seller will nonetheless be liable for costs and damages associated with the conduct of such recall to the extent that such recall is based upon a reasonable determination (including by use of statistical analysis or other sampling methodology) that the Products fail to conform to the warranties set forth in this Purchase Order.
Seller's warranties under this Section 21.13 are intended to protect Buyer from any and all warranty claims brought against Buyer by Buyer's customers relating in any manner to the Products. Buyer will have the right to fully defend any claims from its customers that any Products supplied by Seller are defective, in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to its customers regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller waives the right to argue that any position taken by Buyer with its customers in response to its customers' claims in any way limits Buyer's right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. If Seller wishes to participate in any negotiations with Buyer's customers regarding any Products supplied by Seller under this Purchase Order or any related claim or litigation regarding such Products, Seller will, promptly after being made aware of any alleged failure of such Products to conform to the warranties set forth in this Purchase Order, provide Buyer with written notice of Seller's request to participate. Seller acknowledges that Seller's participation in any negotiations with Buyer's customers is solely at Buyer's discretion and nothing in this Purchase Order grants Seller the right to participate in such negotiations.
Seller warrants and agrees that all Products delivered pursuant to this order shall be produced, sold and delivered to Buyer in compliance with and conforming to all applicable laws and governmental orders, rules and regulations. Seller shall furnish to Buyer, upon request, certifications or other evidence showing compliance with this paragraph.
All material including tools and equipment furnished or specifically paid for by Buyer and any replacement thereof, or any materials affixed or attached thereto, shall be and remain property of Buyer, shall be subject to removal at any time without additional cost upon demand by Buyer, shall be subject to refilling orders from Buyer, shall be kept separate from other materials or tools and shall be clearly identified as the property of Buyer. It shall be the responsibility of the Seller to maintain, keep in good condition and replace when necessary at Seller's expense all such tools, material and equipment in order that such tools, material and equipment at all times have the capacity to produce parts in conformance with Buyer's order. Seller assumes all liability for loss or damage, with the exception of normal wear or tear, and agrees to supply detailed statements of Buyer's property in Seller's possession, custody or control, at monthly intervals or as otherwise agreed upon. All such material, tools and equipment, while in Seller's possession, shall be insured in an amount equal to the replacement cost, with loss payable to Buyer. Upon request by Buyer, Seller shall furnish Buyer with a certificate of insurance evidencing such insurance coverage.
Except as may be otherwise expressly provided on the face of the Purchase Order, the contract price includes all applicable Federal, State and Local taxes, duties, tolls, fees, import charges and other governmental exactions and Buyer shall have no liability to pay Seller any amount in excess of the purchase price specified herein.
Seller shall not assign this Purchase Order or any portion hereof or work hereunder or any interest herein, except that Seller may, with Buyer's prior written consent, make an assignment of monies due or which may become due hereunder to a bank or other financing institution; provided that any such assignment by Seller shall be subject to set-off, deduction, recoupment or any other lawful means of enforcing any present or future claims that Buyer may have against Seller and provided further that any such assignment shall not be made to more than a single assignee. In the event of any such assignment, Seller shall provide to Buyer, in addition to written notice of the assignment, a true copy of the instrument of assignment for Buyer's information only and, notwithstanding such receipt by Buyer, such notice of assignment and/or instrument of assignment shall not be deemed to vary or waive the provisions of this paragraph.
Buyer shall have the right to make changes in this order (including quantity). If changes affect delivery or price, Seller shall promptly notify Buyer. In no event shall additional charges or price increases be allowed without specific written authorization. If the quantity covered by this order is reduced in quantity or canceled, it shall be Seller's responsibility to make every effort to minimize any cost in connection therewith, including immediately canceling production schedules and diverting material for other uses. Cancellation charges, if any, shall be subject to negotiation and in no case shall exceed the lesser of Seller's out-of-pocket costs for those quantities released for production with Buyer's approval or Seller's actual expenditures hereunder at the time of cancellation. In no event shall cancellation charges apply unless written notice of intent to make such cancellation charges shall be received by Buyer within thirty (30) days after notice of reduction in quantity or cancellation is sent.
In the event of (a) any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Seller, or (b) the appointment, with or without the Seller's consent, of an assignee for the benefit of creditors or of a receiver, or (c) Seller's ceasing to conduct it operations in accordance with accepted business practices (including ability to meet its obligations as they mature), then Buyer shall be entitled to elect to cancel any unfilled part of this order without any liability whatsoever. Whether or not Buyer so elects to cancel, Buyer may at Buyer's sole election, pay Seller its actual direct out-of-pocket costs of performance hereunder to the date of such cancellation, as approved by Buyer, in which event the goods or uncompleted portions of the goods shall be the property of Buyer and Seller shall safely hold the same for a reasonable time subject to receipt of Buyer's written shipping instructions or other disposition instructions.
The parties hereto agree that the laws of the State of Illinois shall govern the validity, interpretation and enforcement of this order and acceptance thereof.
Seller shall properly package all goods in safe shipment to Buyer. All risk or loss of any and or damage to the goods covered hereby shall be upon Seller until the goods are physically delivered to Buyer's plant, notwithstanding any delivery terms or shipping instructions slated on the face hereof or given by Buyer.
Any specifications, drawings, note, instructions, engineering notices, or technical data referred to in this order shall be deemed to be incorporated herein by reference as if fully set forth. In case of any discrepancies or questions, it is the Seller's responsibility to refer to Buyer for decision, interpretation, or further instructions and no such decision, interpretation of further instruction shall be binding on Buyer unless reduced to writing and signed by Buyer.
Buyer shall at all times have title to all drawings and specifications furnished by Buyer to Seller and intended for use in connection with this Purchase Order. Seller shall use such drawings and specifications and all such other information as may be disclosed to Seller by Buyer only in connection with this order and shall not disclose such drawings, specifications or information to any person, firm, or corporation except Buyer's or Seller's employees, subcontractors or government inspectors with a need to know the same in connection with this order, Seller shall, upon Buyer's request, and upon completion of the order, without the necessity for any such request, promptly return all drawings and specifications to Buyer.
Seller will indemnify and save Buyer free and harmless from and against any and all claims, damages, liabilities or obligations or whatsoever kind, including, but not limited to damage or destruction of property and injury or death of persons, resulting or allegedly resulting from or connected with (a) the quality of the goods sold, (b) Seller's performance hereunder, or (c) default by Seller or breach of its obligations hereunder. Seller, by acceptance of this Purchase Order, hereby assumes the entire and full responsibility and liability for any and all damages, injury, loss and expense of any kind or nature or whatsoever to all persons, whether employees or others, and to all property, arising out of or in any manner resulting from the execution of work provided for in this contract and work incidental thereto, or occurring in connection therewith, whether the same arises from negligence or otherwise, even though such damages, injury, loss or expenses are attributable to the joint, concurrent or contributory negligence of Buyer, its agents, servants or employees. Seller agrees to indemnify, save harmless and defend Buyer, its agents, expenses, including attorney's fees and expense of litigation arising out of or in any manner resulting from or occurring with the execution of the work herein provided for and work incidental thereto, or occurring in connection with or resulting from the use by Seller's subcontractors, agent or employees or others, of any materials, tools implements, appliances, scaffolding ways, condition of previous works or machinery or other personal or real property of Buyer or others. The foregoing shall apply whether any claims resulting in any such damages, injury, loss of expense arise under the common law or under any applicable workmen's compensation law or other statute, or otherwise Seller will furnish Buyer with proper evidence that the Seller is insured against the responsibility and liability and assumed herein with limits of not less than the following: Bodily Injury- $500,000/$1,000,000 Property Damage $5,000,000.
Materials/Plating Certifications with shipment if applicable.
Seller is required to furnish current SDS with each shipment if applicable.
Buyer may request Seller participate in a VMI program. Details of the program will be shared at the time of introduction.