Each Purchase Order placed by REDA PROCESS EQUIPMENT for goods and/or services is subject to these standard purchase terms and the terms of the applicable Purchase Order and is conditional upon the Supplier’s agreement to such terms. The supplier shall be deemed to have agreed to be bound by such terms by accepting the Purchase Order, delivering the goods, and/or performing the services.
INTERPRETATION: The following definition and rules of interpretation apply to these conditions.
“Seller” means the person, firm or company who sells the goods to the Buyer.
“Buyer” means Reda Hazard Control and its member companies.
“Agreement” means the agreement between Seller and Buyer for the purchase and sale of Goods and/or Services.
“Goods” means the goods that are required to be delivered by Seller pursuant to a Purchase Order, and include all materials, component parts, packaging, and labeling of such goods.
ACCEPTANCE: This purchase order is limited to the terms and conditions specified on the face of this purchase order and this document and any attachments referenced therein. The buyer does not agree to any proposed addition, alteration, or deletion by the Seller unless agreed to in writing by the parties. Any other statement or writing of Seller shall not alter, add to, or otherwise affect these terms and conditions.
CONFIDENTIALITY: Seller shall keep confidential all information designated as confidential by Buyer or reasonable known to be confidential, including, but not limited to, designs, processes, drawings, specifications, reports, data, and other technical or proprietary information and the features of all parts, equipment, tools, gauges, patterns and other items furnished or disclosed to the Seller by Buyer in connection with this purchase order. Seller shall not disclose such information to any third party without the written consent of Buyer and shall not use Buyer’s Confidential Information except as contemplated in this purchase order.
INSPECTION: All items are subject to final inspection and acceptance by the Buyer and the end-user at the destination notwithstanding any prior payment or inspection at the source. Acceptance of any items by Buyer shall not be deemed to alter the obligations of Seller or the rights of Buyer and its customers under the Warranty clause or any other provision of this purchase order. The Requirements for items for inspection are as follows:
Certificate of Compliance (for specific customer/project): This COC must accompany the shipment, without it buyer shall not accept the material.
All seller documents must mention the name of the project (any exception, should be agreed with Buyer)
Material Test Certificates (for specific customer/project): This MTC must accompany the shipment, without it buyer shall not accept the material.
Buyer shall be entitled to return rejected Goods to Seller at Seller’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Seller for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer.
WARRANTY: Product Warranties: Seller warrants to Buyer that during the Goods Warranty Period all Goods provided hereunder shall be: (i) of merchantable quality; (ii) fit for the purposes intended; (iii) unless otherwise agreed to by Buyer, new; (iv) free from defects in design, material and workmanship; (v) in strict compliance with the Specifications; (vi) free from any liens or encumbrances on title whatsoever; (vii) in conformance with any samples provided to Buyer; and (viii) compliant with all applicable federal, provincial, and municipal laws, regulations, standards, and codes.
Service Warranties: Seller shall perform all Services: (i) exercising that degree of professionalism, skill, diligence, care, prudence, judgment, and integrity which would reasonably be expected from a skilled and experienced service provider providing services under the same or similar circumstances as the Services under this Agreement; (ii) in accordance with all Specifications and all Buyer policies, guidelines, by-laws and codes of conduct applicable to Seller; and (iii) using only personnel with the skills, training, expertise, and qualifications necessary to carry out the Services. Buyer may object to any of the Seller’s personnel engaged in the performance of Services who, in the reasonable opinion of Buyer, are lacking in appropriate skills or qualifications, engage in misconduct, constitute a safety risk or hazard or are incompetent or negligent, and the Seller shall promptly remove such personnel from the performance of any Services upon receipt of such notice, and shall not re-employ the removed person in connection with the Services without the prior written consent of Buyer.
Intellectual Property Warranty: Seller further warrants to Buyer that at all times all Goods and or Services (including any Deliverables) shall not be in violation of or infringe any Intellectual Property Rights of any person.
Manufacturer Warranties: Seller shall assign to Buyer all manufacturer’s warranties for Goods not manufactured by or for Seller, and shall take all necessary steps as required by such third party manufacturers to effect assignment of such warranties to Buyer.
SHIPMENT OR DELIVERY: Time is of the essence for shipment or delivery and to any other performance required of Seller. Shipment or delivery shall be in accordance with the schedule set out in the purchase order and in exact quantities ordered. If it appears Seller shall not meet such schedule or if Seller fails to meet such schedule, Seller shall, upon request of Buyer and in addition to any other rights or remedies provided to Buyer by law or under this purchase order, ship via expedited routing necessary either to meet such schedule or to recover the maximum possible time lost by failure to ship or deliver on schedule, and the difference for the expedited routing and the purchase order routing cost shall be borne by Seller.
PACKING AND SHIPPING: All items must be properly prepared for shipment to secure the lowest transportation rates and comply with carrier regulations. No charges shall be paid by Buyer for packing, crating, or cartage unless so stated in the order. All shipments to be forwarded on one day via one route must be consolidated. To the extent practicable, items ordered under separate Purchase Order Numbers shall be segregated within the pallet, box or shipping container. A separate packing sheet for each order included in a shipment, showing Purchase Order Number, must be included with each shipment.
INDEMNITY: Seller shall indemnify, hold harmless, and defend Buyer, its Affiliates and their respective officers, directors, agents, representatives, employees, subcontractor s, customers, users of Seller's goods and services from any and all claims (including, without limitation, claims by vendees of Buyer), liabilities, damages and expenses (including attorneys' fees) arising from or related to (i) the negligence (including strict liability), gross negligence or deliberate misconduct of Seller, its affiliates and their respective employees, contractors, subcontractors, vendors and agents (the “Seller Parties”), (ii) contamination of or adverse effect on the environment, (iii) violation of any law or regulation or (iv) alleged infringement of any patent, copyright or trademark or violation of any other intellectual property right of a third party. This indemnity shall apply without regard to whether the claim, damage, liability or expense is based on breach of contract, breach of warranty, negligence, strict liability, or other torts. This indemnity shall survive the delivery and acceptance of goods or services.