Supplier Terms & Conditions - SuperSprings® International, Inc.

SuperSprings International Standard Purchase Order Terms & Conditions

Last Updated: AUGUST 2022 | Rev 1.01

ACKNOWLEDGEMENT

This purchase order (“order”) is the offer from SUPERSPRINGS INTERNATIONAL INC. ("Buyer") to purchase from Seller the goods or services specified on the face of this purchase order. It does not constitute an acceptance by Buyer of any quotation, proposal, or offer to sell. Any reference to such quotation, proposal, or offer to sell is solely for the purpose of incorporating the description and specifications of the goods and services contained therein, to the extent they do not conflict with those of this order. This order is not binding on Buyer until Seller accepts it and agrees to these terms and conditions of sale ("terms") by communicating an acknowledgement or acceptance of this order (in any form), by commencing performance, or by accepting any payment. Buyer hereby expressly objects to any deletions, modifications, alterations of or additions to these terms and conditions; such deviations shall not be binding unless they are in writing and signed by the authorized representative of Buyer.

PRICE WARRANTY

Seller warrants that the prices of the goods and/or services delivered under this order do not exceed those charged by Seller to any other customer purchasing the same goods or services in like or similar quantities. Buyer encourages Seller to invoice promptly for goods and/or services.

PRICE CHANGES

Seller may change the prices to be charged for Products and Services sold hereunder by amending its published Price List and giving the Buyer sixty (60) days prior notice to that change. All purchase orders received and accepted by the Seller prior to the effective date of the price increase for shipment, within sixty (60) days of such effective date, will be billed at the prices in effect at the time of acceptance of the order. All other purchase orders after sixty (60) days of written notification, shall be billed at the prices set forth in the amended Price List.

PAYMENT TERMS

Payment term to Seller is Net 30, and, any invoice(s) not received in a timely manner, payment to seller is due and payable ten (10) business days after actual receipt of a proper invoice. Disputed amounts and/or payment for disputed supplies and/or services will be held by Buyer pending resolution of such dispute.

TIME

Timely delivery of the goods and/or services is of the essence. Seller understands that a failure to meet any schedule set forth in this order will delay Buyer's performance to its customer. Such delay could cause loss of reputation, loss of business, penalties, increased costs, or other injury to Buyer. Buyer reserves the right to refuse any shipment made in advance of the specified delivery schedule.

TITLE AND RISK OF LOSS

All risk of loss or damage and title to any goods furnished under this order shall pass to Buyer only upon acceptance at Buyer's specified destination, regardless of FOB point. Seller shall also bear the cost of shipping and the risk of loss of returned and redelivered items.

TERMINATION

Buyer may at any time terminate this order, in whole or in part, for its convenience, upon written notice to Seller. Seller shall then be entitled to no more than reasonable termination charges consist¬ing only of the actual cost of work performed prior to termination and the reasonable actual direct costs resulting from termination, less any returned goods. In no event shall Seller be entitled to lost opportunity costs, unabsorbed overhead, or anticipated profits as a result of such termination. In no event shall the termination costs exceed the purchase order price. Seller shall continue performance of this order to the extent it is not terminated.

DEFAULT

In addition to any other rights and remedies it may have at law or in equity, (including, but not limited to, direct, special, or consequential damages and/or specific performance) Buyer shall have the right to immediately cancel all or any part of the undelivered portion of this order in the event Seller fails to perform any of the order provisions, or (in the judgment of Buyer) so fails to make progress as to endanger performance of the order in accordance with its terms, or if deliveries are not made at specified times. Buyer shall also have the right to cancel all or any part of this order if Seller becomes insolvent, or a bankruptcy petition is filed which is not vacated within thirty (30) days from the date of filing. In the event of such cancellation, Buyer shall have no further obligation arising out of this agreement.

PROPRIETARY INFORMATION

Specifications, drawings, designs, samples, patterns, manufacturing data, pricing data, and any other nonpublic information transmitted by Buyer to Seller are the sole property of Buyer and are disclosed in confi¬dence on condition that they shall not be reproduced or copied or used for furnishing information or products to others, or for any other purpose Buyer deems detrimental to its interest. Seller agrees that such information constitutes exceptionally valuable trade secrets of Buyer and agrees to protect the information from unauthorized disclosure or misuse.

PATENTS

Seller agrees to defend at its sole expense any suit or action against Buyer or against those selling or using the goods or services covered by this order for alleged infringement of patent or inven¬tion rights, arising out of the sale or use of such goods or services, and to indemnify and to save Buyer harmless from any damages, liabilities, claims, losses and expenses (including, but not limited to, attorneys' fees) paid or incurred by Buyer in connection with any such suit or action, whether against Buyer or against those selling or using the goods or services covered by this order; provided, however, that this indemnity shall not apply to the extent that any such damages or claims arise out of compliance by Seller with specifications furnished by Buyer.

CHANGES

Buyer may at any time, by written purchase order revisions and without notice to any surety, make changes within the scope of the work to be provided hereunder, including but not limited to: (a) changes to the drawings, designs, specifications or data, (b) method of shipment or packing, (c) place of inspection, delivery or acceptance, (d) reasonable changes in quantity, (e) reasonable changes in delivery schedules, and (f) the amount, nature, or condition of Buyer-furnished property or tooling. If such change will affect the price or delivery date for such services, Buyer and Seller shall mutually agree in writing on an equita¬ble adjustment to price and/or schedule, and the purchase order shall be modified accordingly. All claims by Seller under this clause must be asserted within 15 calendar days from the date the change is directed by Buyer. Seller shall dili¬gently continue performance of this purchase order as changed while Buyer and Seller are in the process of making such changes and any related adjustments, even if a dispute arises between the parties. Buyer and Seller agree that there shall be no adjustment in the price or schedule for this order unless an authorized representative of Buyer's Purchasing Department shall have directed a change and adjustment by issuing a written and executed purchase order revision. Verbal orders shall not be valid.

WARRANTY

Seller specifically warrants that all goods and/or services to be supplied under this order shall conform to all specifications, designs, drawings, samples, or other descriptions contained herein, shall be fit and sufficient for the purposes intended, merchantable, of good material and workmanship and free from defect, and that goods and services of Seller's design will be free from defect in design. The period of this warranty shall be one (1) year from installation or eighteen (18) months after delivery, whichever occurs later. This warranty shall survive any inspection, test, acceptance and use by Buyer or its customer. This warranty shall run to Buyer, its successor, assigns, customers, and the user of its products. Seller shall promptly replace nonconforming goods or correct defects (including labor and transportation) in any goods or services not conforming to this warranty, at Seller’s sole expense, when notified of such nonconform¬ity. In the event that Seller fails to correct defects or to replace nonconforming goods or services promptly, and after reasonable notice to Seller, Buyer may make such corrections or may replace such goods or services and charge Seller for the costs incurred by doing so.

TAXES

The order price includes any current and future federal, state, local or other taxes, duties, fees, and other charges levied against the Seller and applicable to this order and the material, equipment or services covered under this order.

INDEPENDENT CONTRACTOR

Seller, its employees, agents, and subcontractors shall be an independent contractor with respect to any goods or services provided under this order. Seller shall determine the method, details, and means of performing the work required by this order. Seller's agents, employees, and subcontractors shall remain under the supervision and control of Seller.

COMPLIANCE WITH LAW AND TERMS

Before and during performance of this order, Seller shall comply with all applicable federal, state and local laws, rules, and regulations. If this order is placed under a prime contract, the terms of that contract shall apply to this order. Seller agrees to hold Buyer harmless from any claim or proceeding resulting from any failure to comply therewith.

INDEMNITY AND INSURANCE

Seller shall defend and indemnify Buyer against all damages, liabilities, claims, losses, costs and expenses (including, but not limited to, attorneys' fees) arising out of or resulting in any way from any defect in the goods or services purchased under this order or from any act or omission of Seller, its agents, employees, or subcontractors or breach of these terms. Seller shall maintain appropriate public liability insurance, automobile liability insurance (including non-owned automobile liability), workers’ compensation insurance, employers' liability insurance, and other liability insurance as will adequately protect Buyer against such damages, liabilities, claims, losses, costs and expenses (including attorneys' fees). Seller agrees to submit certificates of insurance, showing its insurance coverage, and to name Buyer as an additional covered party, upon Buyer’s request.

DISPUTES

If a dispute arises between the parties, Seller will diligently continue with performance, pending a final decision. If a decision relating to a prime contract is made by Buyer's customer, and such decision is also related to this order, the decision (if binding on Buyer) shall be binding on the Seller with respect to the subject matter of the decision; provided, however, if Seller disagrees with such decision and Buyer elects not to make an appeal, Seller shall have any right of Buyer to prosecute a timely appeal in the name of Buyer as may permitted in the prime contract, by regulation or by law, with Seller to bear all legal and other costs and attorneys’ fees. Buyer will provide assistance as may be necessary to Seller in such an appeal. If Buyer elects to appeal such decision itself, Seller will provide to Buyer assistance as may be necessary, with each party to bear its own costs. Any decision on appeal, if binding on Buyer, shall also be binding on Seller. Buyer’s liability to Seller shall in no event exceed the amount of recovery from Buyer's customer applicable to this order. If, as a result of a decision that is binding on Buyer and Seller, Buyer is unable to obtain payment or reimbursement, or is required to make a refund or credit to its customer, for any amount which Buyer has paid, reimbursed, or otherwise credited to Seller, then Seller shall, on demand, promptly repay such amount to Buyer. In addition, Buyer shall have a right of set-off against any sums owing to Seller under this or any other order or obligation. Any dispute arising hereunder between the parties and not otherwise resolved by them, shall be referred to the Superior Courts of California, County of Santa Barbara. Buyer and Seller hereby consent to the personal jurisdiction of said court and waive any objection thereto.

WAIVER

The right of Buyer to require strict performance of the terms shall not be affected by any prior waiver or course of dealing. Waiver by either party of any breach hereof by shall not constitute a waiver of any subsequent breach.

ASSIGNMENT

Assignment by Seller of this order or of monies payable hereunder, in whole or in part, shall be void unless Buyer consents thereto in writing.

VALIDITY; INTERPRETATION

The validity, interpretation, and performance of this contract shall be governed by the laws of the State of California. The invalidity or unenforceability, in whole or in part, of any term or provision of this contract shall not affect the validity or enforceability of any other term or provision. Captions are for reference only and shall not be used to interpret these terms.

ENTIRE AGREEMENT

These terms (including the terms on the face of this order and any Supplemental Terms, if attached) constitute the entire agreement between the parties with regard to this purchase and supersede any and all previous or other oral or written arrangements or correspondence between the parties.