SUPPLIER GENERAL TERMS AND CONDITIONS OF SALE

These Terms and Conditions (these “Terms and Conditions”), together with all purchase orders (“Purchase Orders”) issued by System Seals, LLC (fka System Seals, Inc.) or any of its affiliates (collectively, “Company”) to you (“Vendor”), govern each sale and supply of materials, parts, products, machines, tooling, and other tangible items (collectively, “Products”) and all services, technical assistance, support, maintenance, consultation, and other efforts by Vendor to Company (collectively, “Services”).

  1. Exclusive Terms and Conditions. The parties intend for these Terms and Conditions, together with each Purchase Order, to exclusively govern and control each of the parties’ respective rights and obligations regarding the sale and supply of Products and provision of Services. Without limiting the foregoing, any additional or different terms contained in any quotation, sales order, invoice, or other request or communication by Vendor pertaining to Products or Services, or any attempt by Vendor to modify, supersede, supplement, or otherwise alter these Terms and Conditions, will not modify these Terms and Conditions or be binding on the parties.  In the event of a conflict between these Terms and Conditions and a Purchase Order, these Terms and Conditions will control, except for terms relating to item description, quantity, specifications, price, or payment, in which case the Purchase Order will control. It is Vendor’s responsibility to comply with each Purchase Order and all referenced documents, and to clarify with Company any inconsistencies or conflicts in any part of a Purchase Order or referenced document. Should Vendor fail to contact Company to resolve conflicts or inconsistencies, Vendor will be solely responsible for errors resulting from said conflicts or inconsistencies.
  2. Sale of Products and Services, Price and Payment.
    • Vendor shall sell to Company, and Company shall purchase from Vendor, the Products and Services set forth on each Purchase Order, at the prices set forth on the Purchase Order (the “Prices”) and upon these Terms and Conditions. Vendor shall provide prompt written notice to Company of any material changes in the Products or Services.
    • The Prices include all applicable taxes and duties, except state and local sales and use taxes, which by statute may be passed on to Company. Such sales and use taxes shall be separately itemized in Vendor’s invoice.
    • Company may cancel a Purchase Order at any time prior to Vendor’s acceptance of a Purchase Order. Vendor may not, without the prior written consent of Company, cancel a Purchase Order after it accepts a Purchase Order. Company will be deemed to have accepted a Purchase Order once it accepts the Purchase Order in writing, begins performing under the Purchase Order, or it fails to reject the Purchase Order within three business days after receipt of the Purchase Order, whichever occurs first.
    • Company shall have the right to make, from time to time, changes as to packing, destination, specifications, quantity, and delivery schedule of Products and specifications and delivery schedule of Services covered by any Purchase Order. Vendor shall promptly notify Company when such changes affect price or other terms and shall request Company’s written authorization to modify any Purchase Order accordingly. Claims for adjustments under this clause must be asserted within 30 days from the date of receipt of notification of such changes.
    • Vendor shall make no change in material or accessories, supply chain used, construction, or fabrication techniques or test methods used without the prior written consent of Company. Any such changes desired by Vendor shall be requested in writing indicating reason for such change and including the effect on cost and performance.
    • Company shall make all payments due to Vendor within [30] days after receipt of an invoice [delivery?] in immediately available funds. Invoices shall be dated no earlier than date of shipment or delivery of service.
    • Company may set off any amount owing at any time from Vendor to Company (or any of Company’s affiliates and subsidiaries) against any amount payable by Company to Vendor.
  3. Shipping and Delivery.
    • Time is of the essence for the fulfillment of each Purchase Order. Vendor will deliver Products and perform the Services by the delivery date set forth on the Purchase Order (the “Delivery Date”). Notwithstanding anything to the contrary, if Products are not received by Company by the Delivery Date, Vendor shall ship the Products via expedited shipping and pay for all costs associated with the expedited shipping. If Vendor for any reason does not complete delivery of all Products and Services within the applicable Delivery Date, Company may, at its option, either approve the revised delivery schedule, reduce the total quantity of Products or Services covered by the applicable Purchase Order, reduce the price pro rata, or terminate the applicable Purchase Order by notice to Vendor as to stated items not yet shipped or Services not yet rendered and purchase substitute items or Services elsewhere and charge Vendor with any loss sustained, without incurring any liability whatsoever for any such revision, reduction, or termination. Deliveries of Products or Services in advance of the specified Delivery Date are prohibited without Company’s prior written consent.
    • All shipments shall be made without charge for packaging or storage unless otherwise agreed in writing by Company. All Products shall be suitably packed to secure the lowest transportation costs and in accordance with the requirements of the carriers. Vendor shall use the carriers selected by Company if Company so requests. Company’s order numbers must be plainly marked on all packages, packing slips, bills of lading and shipping orders.
    • Vendor shall be liable for any delays, loss, or damage in transit. Vendor shall deliver Products to the location set forth on the Purchase Order (the “Delivery Point”) using methods mutually agreed upon by the parties in writing for packaging and shipping.
    • Prior to shipment or transfer of any hazardous chemical(s), as defined by regulations promulgated pursuant to the Occupational Health and Safety Act (”OSHA”), Vendor shall provide Company with a complete, up-to-date Material Safety Data Sheet and shall properly mark all hazardous chemicals with a label satisfying the requirements of OSHA’s Hazard Communication Standard (29 CFR Part 1910.1200 et seq.). Any shipment or transfer by Vendor of any hazardous materials (as defined by regulations promulgated by the U.S. Department of Transportation (”DOT”) and Appendix A of Federal Standard number 313A), shall be conducted consistent with the requirements of DOT regulations promulgated at 40 CFR Part 171 et seq.
  4. Title and Risk of Loss. Title and risk of loss passes to Company upon delivery of Products at the Delivery Point. Without limiting the foregoing, Vendor shall be responsible for proper packaging, loading, and tie-down to prevent damage during transportation.
  5. Inspection and Rejection. Company shall inspect Products and Services within a reasonable period of time after receipt (“Inspection Period”) and inform Vendor of any Nonconforming Deliverables. “Nonconforming Deliverables” means Products or Services delivered that are (a) damaged, (b) not in conformance with the specifications set forth on the Purchase Order or (c) in a quantity 10% greater (“Excess Products”) or 10% less than the quantity set forth in the Purchase Order. Company’s weight and count will be accepted as final and conclusive. At Company’s option, Vendor shall either (i) replace or reperform the Nonconforming Deliverables with conforming Products or Services, or (ii) refund the pro-rata Price for the Nonconforming Deliverables. Notwithstanding the foregoing, Company shall not be obligated to pay for Excess Products, and if Vendor requests a return of the Excess Products, the return shall be at the sole expense of Vendor. Payment shall not constitute Company’s acceptance of the Products or Services nor impair Company’s right to inspect or test the Products or Services or exercise any of its remedies.
  6. Warranties.  Vendor warrants to Company that (a) the Products and Services will not infringe on the intellectual property rights of any third party; (b) will not violate any applicable laws or regulations; (c) will be free from defects in title; and (d) for (i) a period of 12 months from the date of receipt of Products or Services or (ii) the applicable warranty period for Products or Services stated by Vendor in a separate document (whichever period of time is longer), Products and Services will be free from defects in material and workmanship. With respect to any defective Products or Services, Vendor shall, at Company’s option, either: (a) repair or replace such Products or re-perform such Services or (b) refund the pro-rata price for such Products or Services.
  7. Intellectual Property. Notwithstanding anything contained in these Terms and Conditions to the contrary, Company shall remain the sole owner of all of its registered and unregistered intellectual property (including, without limitation, patents, copyrights, trademarks and trade secrets, and all derivatives and improvements thereto) (“Company IP”), and under no circumstances shall Vendor have any right under or to Company IP. Vendor shall not use any Company IP without Company’s prior written consent.
  8. Work Performed on Company’s or Company’s Customer’s Premises. If Vendor’s work under a Purchase Order involves operations by Vendor on the premises of Company or one of Company’s customers, Vendor shall take all necessary precautions and such additional precautions as Company or Company’s customer may prescribe to prevent the occurrence of any injury to persons or property during the progress of such work and, except to the extent that any such injury is due solely to Company’s or Company’s customer’s negligence, shall indemnify Company against all claims, liability, damage, or loss (including expenses and reasonable attorneys’ fees) which may result in any way from any act or omission of Vendor, or Vendor’s agents, employees, or contractors; and shall maintain such public liability, property damage, and employer’s liability and compensation insurance as will protect Company and Company’s customer from said risks and from any claims under any applicable worker compensation and occupational disease acts.
  9. LIMITATION OF LIABILITY.  TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, THE PRODUCTS OR SERVICES OR IN CONNECTION WITH ANY BREACH UNDER A PURCHASE ORDER OR THESE TERMS AND CONDITIONS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PRODUCTS OR SERVICES OR IN CONNECTION WITH ANY BREACH UNDER A PURCHASE ORDER OR THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT, (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID BY COMPANY FOR THE PRODUCTS OR SERVICES DIRECTLY RELATED TO THE LIABILITY.
  10. Compliance with Laws.
    • Vendor represents and warrants to Company that it (i) is in compliance with and shall comply with all applicable laws, regulations, and ordinances, including, without limitation, California Health & Safety Code §25249.6 et seq. (aka, Proposition 65), and (ii) has and shall maintain in effect at its sole cost all the certifications, credentials, licenses, permissions, authorizations, consents, and permits that it needs to own its property, operate its business, and sell and provide the Products and Services.
    • Vendor represents and warrants that it, its agents and each person or entity that owns or controls it, is not and has not been a designated target of economic trade sanctions promulgated by the country of origin of the Products or the United States, European Union or United Nations and is in compliance with, and shall comply with, (i) the International Emergency Economic Powers Act (50 U.S.C. § 1701) and all other laws administered by the Office of Foreign Assets Control (OFAC) or any other governmental authority imposing economic sanctions and trade embargoes against countries and third parties designated in such laws, (ii) the Foreign Corrupt Practices Act of 1977, as amended, and (iii) all federal and foreign customs law and requirements applicable to Vendor or the Products. Vendor agrees not to provide or offer any representative, officer, director, or employee of Company, or any member of such person’s family, any favors, gifts, gratuities, or favorable treatment for the purpose of securing work under a Purchase Order or any future business opportunities.
    • In accordance with Executive Order 11246, as amended by Executive Order 11375 (Equal Employment Opportunity), 38 USC 2012 (Vietnam Era Veterans Readjustment Assistance Act of 1974), Section 503 of the Rehabilitation Act of 1973 (Handicapped Regulations), and the implementing regulations found at 41 CPR 60-1&2, 41 CPR 60-250 and 41 CPR 60-741, respectively, are hereby incorporated by reference. Vendor agrees not to discriminate against any employee or applicant for employment because of race, creed, color or national origin. Vendor will take affirmative action to ensure that Equal Employment Opportunity is implemented in employment, upgrading, demotion or transfer or recruitment advertising, layoff or termination rates of pay or other forms of compensation and selection of training including apprenticeship. All other applicable provisions of the Rules and Regulations of the Office of Federal Contract compliance are herein incorporated by reference.
  11. Indemnification. Vendor shall indemnify, defend, and hold harmless Company, its affiliates and their respective equity holders, directors, officers, employees, agents, affiliates, successors, and assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, fees, or expenses of whatever kind (including reasonable attorneys’ fees), and the costs of enforcing any right to indemnification under these Terms and Conditions, in any way relating to a claim arising out of or occurring in connection with Vendor’s (a) negligence or willful misconduct, (b) breach of any representation, warranty, or covenants in these Terms and Conditions, (c) violation of a third party’s intellectual property rights, or (d) violation of applicable laws, regulations, or ordinances. Vendor shall not enter into any settlement without Company’s prior written consent.
  12. Insurance. Vendor will maintain liability insurance in commercially reasonable amounts for death, bodily injury, property damage, and product recalls and shall maintain such insurance for a period of at least two years following the last sale of Products or provision of Services. This insurance shall be written by a reputable, financially secure insurance company and shall name Company as an additional insured. Upon request, Vendor shall provide verification of this insurance coverage by submitting a certificate of insurance to Company. Vendor’s liability under these Terms and Conditions shall not be limited to the sum insured. Vendor shall provide Company with 30 days’ written notice prior to any cancellation or material change to this liability insurance.
  13. Termination. Company may terminate any Purchase Order (a) upon prior written notice to Vendor at any time prior to Vendor delivering Products or Services under a Purchase Order, (b) upon prior written notice to Vendor if Vendor breaches any provision in these Terms and Conditions, and such breach is not cured within 10 business days after Vendor receives notice of the breach, and (c) with immediate effect upon written notice to Vendor, if Vendor becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Upon receipt of a termination notice, Vendor shall promptly comply with the directions contained in the notice.
  14. Confidential Information. All non-public, confidential, and proprietary information of Company, however disclosed, is confidential, and may be used by Vendor solely for the use of performing hereunder and may not be disclosed or copied unless authorized by Company in writing. Upon Company’s request, Vendor shall promptly return all documents and other materials containing Company’s confidential information. Company shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to Vendor at the time of disclosure; or (c) rightfully obtained by Vendor on a non-confidential basis from a third party. Vendor shall not use Company’s name or trademarks without Company’s prior written consent.
  15. Choice of Law and Forum. These Terms and Conditions shall be governed by and construed in accordance with the internal laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action or proceeding arising out of or related to a Purchase Order or these Terms and Conditions, or the matters contemplated under a Purchase Order or these Terms and Conditions, shall be instituted exclusively in the federal or state courts located in Akron, Ohio, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. Neither the Uniform Law on International Sale of Goods, Uniform Law on Formation of Contracts for International Sale of Goods nor the United Nations Convention on the International Sale of Goods of 1980 (and any amendments or successors thereto) shall apply to any Purchase Order or these Terms and Conditions.
  16. Cumulative Remedies. All rights and remedies of Company provided in these Terms and Conditions are cumulative and not exclusive, and the exercise by Company of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties, or otherwise.
  17. Attorneys’ Fees. In any dispute concerning the Products, the Services or these Terms and Conditions, if Company is the prevailing party, Company shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees and expenses, costs of investigation, costs of any accounting or other professional advisers engaged to assist Company, and other reasonable out-of-pocket costs, in addition to any other relief to which Company may be entitled.
  18. Assignment. Vendor shall not assign or transfer any of its rights or obligations under any Purchase Order or these Terms and Conditions without the prior written consent of Company. Any purported assignment, transfer, delegation, or subcontract in violation of this Section shall be null and void. No assignment, transfer, delegation, or subcontract shall relieve Vendor of any of its obligations under any Purchase Order or these Terms and Conditions.
  19. Entire Agreement; Amendment. These Terms and Conditions, together with each Purchase Order, constitute the entire agreement between the parties and supersedes all other communications, oral and written, between the parties relating to the subject matter hereof. These Terms and Conditions may be amended, modified or supplemented only by an agreement in writing signed by both parties.
  20. Survival. The provisions set forth in these Terms and Conditions that by their nature may reasonably be presumed to have been intended to survive any termination or expiration, shall survive any termination or expiration of these Terms and Conditions.
  21. Independent Contractor. Each party shall be considered to be an independent contractor under the Purchase Orders and these Terms and Conditions. The relationship between the parties shall not be construed to be that of employer and employee, nor to constitute a partnership, joint venture or agency of any kind. Neither party shall have the right to bind the other party to any contract or other commitment.
  22. Third Party Beneficiaries. Except as provided for in Section 11, no provision of these Terms and Conditions is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties and their respective successors and permitted assigns.
  23. If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions nor invalidate or render unenforceable such term or provision in any other jurisdiction.
  24. No waiver by Company of any of the provisions of these Terms and Conditions shall be effective unless explicitly set forth in writing and signed by Company. No waiver by Company shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver.
  25. Notices.  Any notices under or pursuant to these Terms and Conditions will be deemed duly sent when delivered to the addresses set forth in the Purchase Order in person, by courier, by registered or certified mail, return receipt requested, by FedEx or UPS, or by email to an address specified in writing by the receiving party (with confirmation of receipt).These Terms and Conditions (these “Terms and Conditions”), together with all purchase orders (“Purchase Orders”) issued by System Seals, LLC (fka System Seals, Inc.) or any of its affiliates (collectively, “Company”) to you (“Vendor”), govern each sale and supply of materials, parts, products, machines, tooling, and other tangible items (collectively, “Products”) and all services, technical assistance, support, maintenance, consultation, and other efforts by Vendor to Company (collectively, “Services”)