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TERMS AND CONDITIONS OF PURCHASE
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TERMS AND CONDITIONS OF PURCHASE
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TERMS AND CONDITIONS OF PURCHASE
(continued from page 14)
18.0 TERMS AND CONDITIONS OF PURCHASE
1. Terms and Conditions.
The terms and conditions set forth herein
constitute a final, complete and exclusive statement of the terms and
conditions of purchase between Tippmann Sports, LLC (“Buyer”) and
the provider of goods and services (“Seller”). Buyer objects to and is
not bound by any term or condition on Seller’s sales agreement,
expression of acceptance, confirmation, or any other communication
which is different from, inconsistent with, or in addition to Buyer’s
terms and conditions and any such terms and conditions proposed
by Seller are hereby expressly rejected.
2. Shipping Instructions.
Seller shall, on the date of shipment,
send (i) the original bill of lading, air bill or express receipt reflecting
Buyer’s Purchase Order number to Buyer’s Traffic Department, and
(ii) the original and two (2) duplicate invoices, showing the shipping
point, to Buyer’s Accounting Department. Seller shall include a
packing list of contents, showing Buyer’s Purchase Order number,
with each case or parcel and shall label all packages in accordance
with Buyer’s bar coding requirements. Buyer’s count will be
conclusive if Seller fails to include the packing list. All packaging
shall conform to the packaging requirements applicable to the carrier
selected and any loss or damages resulting from improper packaging
will be charged to Seller.
Seller shall describe shipments in accordance with the carrier’s tariffs
to obtain the lowest freight. When a shipment is subject to freight
rates depended upon value, Seller shall annotate the bill of lading,
air bill, or express receipt to show that the shipment is released at
the maximum value which applies to the lowest rate provided in the
applicable tariffs. Insurance shall not be maintained nor values
declared beyond the F.O.B. point.
Unless Buyer specifies otherwise, shipments shall generally be
consolidated to be forwarded on one day and should not be delivered
prior to the agreed schedule. Buyer will not notify Seller of any
overshipments. Any excess goods provided may be retained by the
Buyer at no additional cost or, at the request of the Seller, will be
returned to the Seller at Seller’s expense plus a handling charge of
up to $50.00.
3. Transportation Expenses.
No charges will be allowed for
transportation, packaging or returnable containers unless stated in
the Purchase Order.
4. Specifications.
All goods ordered to Buyer’s specifications will
comply with the specifications in effect as of the date of the Purchase
Order unless otherwise designated by Buyer.
5. Warranty.
Seller warrants that the goods delivered and/or services
performed will (i) conform to specifications, drawings, samples or
other descriptions furnished or specified by Buyer or supplied by
Seller; (ii) be merchantable, of high quality and free from defects in
design, material and workmanship; (iii) if Seller knows or has reason
to know the particular purpose for which Buyer intends to use the
goods, be fit for such particular purpose; and (iv) conform to any
statements made on the containers or labels or advertisements for
such goods. All warranties shall survive inspection, testing,
acceptance, use and payment, and shall be for the benefit of Buyer
and its successors, assigns, customers and users of products sold
by Buyer.
6. Product Liability Insurance.
Seller shall maintain, at Seller’s
expense, a policy or policies of products liability insurance, in such
amounts and containing such other provisions as shall be satisfactory
to Buyer. At Buyer’s request, Seller shall submit proof of such
insurance.
7. Inspection.
All goods shall be subject to inspection and testing
by the Buyer. Any such inspection and testing shall be conducted
within a reasonable time after delivery. Buyer may reject or revoke
its acceptance of any goods that fail to conform to specifications or
warranties of Seller.
8. Termination.
Buyer may terminate the Purchase Order or any
part thereof at any time. In the event of any such termination without
cause, unless Buyer has provided at least sixty (60) days advance
notice of the termination, Buyer shall, upon demand by Seller,
purchase up to a maximum of thirty (30) days supply of finished
goods Seller has on hand that were made exclusively for Buyer and
up to a maximum of sixty (60) days supply of raw materials Seller
has on hand that are used exclusively by Seller for the manufacture
of products for Buyer. Seller shall make its demand for payment
within thirty (30) days of any termination without cause.
9. Patent Indemnity.
Seller hereby indemnities Buyer, its
successors, assigns, agents, customers and users of the goods
against loss, damage, or liability, including costs and expenses,
including attorney’s fees, which may be incurred on account of any
suit, claim, judgment or demand involving infringement or alleged
infringement of any patent rights in the manufacture, use or disposition
of any goods supplied hereunder, provided Buyer shall notify Seller
of any suit instituted against it and, to the full extent of its ability to do
so, shall permit Seller to defend the same or make settlement in
respect thereof. Buyer does not grant indemnity to Seller for
infringement of any patent, trademark, copyright or data rights.
