HEARTLAND WOODCRAFT, INC. VENDOR TERMS AND CONDITIONS 2018
1. Contract: The acceptance of this Purchase Order by Seller results in a binding contract upon the terms and conditions set forth. HEARTLAND expressly rejects any terms proposed by Seller that are inconsistent with those contained herein, whether such terms are contained in a quotation, invoice or elsewhere. The interpretation or enforcement of any of the terms of this contract shall be governed by the laws of the State of Wisconsin, without regard to any conflict of law provisions. Any legal action relative to this contract shall be commenced in the Wisconsin Circuit Court for Washington County or the federal District Court for the Eastern District of Wisconsin. Seller hereby agrees to submit itself to the jurisdiction of said courts and waives any and all objections to venue in said courts, including any challenge based upon forum non conveniens.
2. Assignability: This contract and Seller’s obligations hereunder may not be assigned or outsourced by Seller without the written consent of HEARTLAND.
3. Purchase Order Confirmation: Seller must confirm its acceptance of this Purchase Order not later than forty-eight (24) hours after receipt, including specifically, specifications, quantity, pricing and delivery date. HEARTLAND reserves the right to withdraw any purchase order for which it does not receive timely confirmation from Seller.
4. Warranty: Seller warrants that all materials and work supplied under this Purchase Order will conform to the specifications, drawings, samples, or other description furnished to Seller by HEARTLAND and will be merchantable, of good material and workmanship, and free from defects of every kind and nature for a period of not less than one (1) year after acceptance by HEARTLAND. HEARTLAND shall be permitted to offset the full amount of any breach of warranty claims against its outstanding trade payables due Seller. Seller warrants that all material and work supplied under this Purchase Order will be fit for the purpose intended, which purpose is known to the Seller.
5. Liability/Indemnification: Seller agrees to indemnify, defend and hold HEARTLAND harmless against all claims and liabilities for direct and consequential damages to any person or any property that result from Seller’s breach of the Warranty above or from any alleged defect in the material or work supplied under this Purchase Order. Such indemnification shall include all expenses of any litigation arising out of any such claim, including attorney’s fees.
6. Insurance: Seller shall, at its sole expense, obtain and maintain insurance coverage with insurance carriers acceptable to HEARTLAND as follows:
(A) Worker’s compensation policy with statutory limits for the state(s) in which this contract is to be performed; and
(B) Commercial general liability policy on an occurrence form covering liability arising from premises, operations, independent contractors, products/completed operations, personal injury, damage to personal property, liability assumed under an insured contract and automobile liability (including owned, non-owned and hired vehicles) – not less than $2,000,000 per occurrence.
Upon HEARTLAND’S request, HEARTLAND shall be named as loss payee and additional insured under such coverage and Seller will furnish certificates to HEARTLAND evidencing such insurance, which certificates will expressly provide that no expiration, termination or modification will take place without thirty (30) days’ prior written notice to HEARTLAND. Any property of HEARTLAND used by Seller in the performance of this Purchase Order will be deemed to have been under the sole custody and control of Seller during the period of such use by Seller. Seller hereby agrees to look to such insurance coverage for recovery of any such covered loss and waives as against HEARTLAND, to the extent such waiver does not invalidate any insurance coverage, any and all claims or demands of whatsoever nature for covered damage, loss or injury to any person or property.
7. Inspection: All material and work will be received subject to HEARTLAND’s inspection and rights of rejection. HEARTLAND shall have a period of ten (10) days from and after delivery to inspect and either accept or reject Seller’s goods. Material and work that is damaged or otherwise does not comply with Seller’s Warranty above, and that is not rejected immediately upon delivery, will be held until HEARTLAND receives Seller’s disposition instructions and at Seller’s risk. If Seller so directs, rejected goods will be returned to Seller at Seller’s expense. If no instructions are received from Seller within ten (10) days after notice of rejection from HEARTLAND, HEARTLAND will be free to dispose of the goods as it chooses. Material or work that does not comply with Seller’s warranty shall not be replaced by Seller without the written consent of HEARTLAND. Payment by HEARTLAND for any material or work that is later found not to comply with Seller’s Warranty above does not constitute an acceptance thereof.
8. Latent Defects: The inspection for acceptance by HEARTLAND will not relieve Seller of Seller’s responsibility for latent defects in material or work supplied under this Purchase Order.
9. Infringement: Seller warrants that the sale or use of the goods covered by this Purchase Order will not infringe any patents, trademarks, or copyrights, or intellectual property of any party, and Seller agrees to indemnify, defend and hold harmless HEARTLAND and its customers against all claims, judgments, decrees, costs and expenses resulting from any actual or alleged infringement, provided HEARTLAND promptly notifies Seller in the event that any claim for infringement is asserted against it and tenders to Seller the defense of any such action.
10. Cancellation: Time is of the essence as to all dates and deadlines specified in the Purchase Order or other agreement between Seller and HEARTLAND. Seller agrees that HEARTLAND may cancel all or part of the material or work covered by this Purchase Order if Seller does not make delivery as specified herein, or if HEARTLAND determines that Seller will be unable to timely and fully perform its obligations under the Purchase Order. Seller will be liable to HEARTLAND for any additional costs or other damages incurred by HEARTLAND in connection with its acquisition of replacement goods following cancellation of this Purchase Order due to Seller’s failure to perform.
11. Replacement Goods: If HEARTLAND notifies Seller of its rejection of any of Seller’s goods under Section 7, above, HEARTLAND may, in its sole discretion: (i) permit Seller to replace the rejected goods, or (ii) purchase replacement goods from another vendor. HEARTLAND shall not be liable to Seller for the cost of any rejected goods, including finance charges, interest, late fees or any other expenses or charges related to the rejected goods.
12. Tools: Unless otherwise herein agreed, Seller, at its own expense, shall furnish, keep in good condition, and replace when necessary all dies, tools, gauges, fixtures, and patterns necessary for the production of the material ordered. HEARTLAND shall hold title to, and have the option to take possession of, any dies, tools, gauges, fixtures and patterns that are custom made for the production of the material covered by this Purchase Order. Seller agrees that any cost of such special dies, tool, gauges, fixtures and patterns is amortized in the cost of the work and material unless it is specifically stated otherwise in this Purchase Order. Provided, however, that this paragraph shall not apply if the material that is the subject of the Purchase Order is a standard product of the Seller, or if Seller has previously sold a substantial quantity of like material to other customers.
13. Confidentiality: Seller acknowledges and agrees that all designs, specifications, drawings, diagrams, samples and other product information furnished to Seller in connection with this Purchase Order is proprietary and solely owned by HEARTLAND and/or its customer. Such information shall be used solely for the purpose of producing the goods that are the subject of this Purchase Order. Seller agrees to take all reasonable measures to maintain the confidentiality of such information and to ensure that such information is not disclosed or utilized in any manner by or for the benefit of any of its employees, contractors, customers other than HEARTLAND or other parties with whom it has business dealings without the prior express written permission of HEARTLAND and/or its customers. Seller shall not disclose to any party the existence of this Purchase Order or the identity of HEARTLAND’s customer except to the extent necessary for Seller to perform its obligations under this Purchase Order.
14. Fair Labor Standards Act: Seller agrees, in connection with the production of the articles specified herein, to comply with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof. All invoices must carry the following certificate in order to be passed for payment.
“We certify that these goods were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of labor issued under Section 14 thereof.”
15. Government Regulations: In the performance of work under this order, Seller agrees to comply with all applicable federal, state, and local laws, rules, regulations, and ordinances.
16. Scope of Warranty: The warranties and obligations of Seller under this Purchase Order are cumulative and in addition to those provided by law. Furthermore, the warranties and obligations of Seller will run to HEARTLAND, its subsidiaries, and its customers.
17. Non-waiver: Failure of HEARTLAND to insist on strict performance of any warranty or obligation of Seller shall not constitute a waiver by HEARTLAND of the warranty or the obligation either then or in the future.