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It shall be the Supplier’s responsibility to make any necessary changes to the payment instructions that are communicated to the Customer’s local office in person or by phone, with written confirmation of any changes. These changes must be reflected on the invoice that is submitted to the Customer. If the Supplier experiences any breach in security of their internal systems or controls, which results in fraudulent practices and or misappropriated funds sent by the Customer, the Supplier will be held responsible and the Customer’s payment obligations will be considered fulfilled. 5. DELIVERY. Supplier agrees to ship or transfer the Goods to the designated warehouse location based on the due date as specified on the purchase order. Changes to the agreed upon ‘due date’ must be communicated and approved in writing or electronically by Customer. If Supplier is arranging the shipment of Goods under Collect terms, Supplier shall use Customer’s nominated carrier. 6. WARRANTIES. Supplier warrants to Customer that the Goods will conform to the applicable specifications, drawings, design, approved finish panels and design standards. The Goods will conform to the specifications, drawings, standards, production and control sample standards approved by Customer. Supplier agrees to indemnify, hold harmless, and protect the Customer, its subsidiaries, parent, affiliates, successors, assignees, customers, and users from any and all claims, demands, suits at law or equity, and all expenses including attorneys' fees of an attorney of Customer’s choosing, involving infringement or alleged infringement of any patent, trademark, or copyright resulting from the purchase, use, or sale of the Goods. Supplier has the right to make deduction or setoff from any sums owed or payable to Supplier or claimed by Supplier in the event of Supplier’s breach of this provision. 7. INSPECTION AND ACCEPTANCE. The Goods shall be subject to inspection upon delivery, and may be rejected for defects or faults revealed by such inspection or by analysis or the use thereof any time thereafter. Rejected materials may either be returned to Supplier for full refund of product cost and transportation charges paid by Customer or provide fair agreed upon reimbursement to Customer to allow the disposal or liquidation of the product. If repair is possible, the Supplier will reimburse the Customer for all costs associated with labor and materials or as mutually agreed upon between Customer and Supplier. The Supplier will have thirty (30) calendar days from the written notice from the Customer to remedy such defects under the terms of this Agreement. 8. DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement: a. The insolvency or bankruptcy of either party. b. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. c. The failure to make available or deliver the Goods in the time and manner established in the PO. 9. REMEDIES ON DEFAULT. In addition to any and all other rights available according to National or U.S. law, if either party defaults by failing to substantially perform any material provision, term or condition of this Agreement, the other party may elect to cancel this 2 Doc Version 12/2012
Agreement if the default is not cured within thirty (30) calendar days after providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. 10. FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. 11. CONFIDENTIALITY. Supplier acknowledges that during the course of this Agreement, it may obtain confidential information regarding Customer's business, including but not limited to pricing, designs, product mix, assembly, specifications, dimensions, tolerances, materials, assembly instructions, channels of distribution, and Customer’s internal customer base. Supplier agrees to treat all such information and the terms of this Agreement as confidential. Supplier agrees to take all necessary precautions against disclosure of such information to unauthorized third parties or to use that information for any purpose other than filling Customer’s orders during and after the term of this Agreement. This obligation shall include, but is not limited to, marking information as confidential, not allow the photographing of Customer’s samples or production, appropriate security precautions and educating and directing employees regarding preservation of confidentiality obligations. Upon request by Customer, all documents relating to the confidential information will be returned to such owner and all electronic versions, including backup, will be destroyed and their destruction certified. Supplier shall not, itself, or through contracting with others decompile, reverse engineer, derive, duplicate any products, samples, examples, formulae, specifications, or otherwise utilize Confidential Information for the purpose of developing its own products, source of products or alternative sources of supply. 12. SPECIAL LIMITED AUTHORIZATIONS. The Supplier has been granted limited authority to use the Customer’s Trademark(s) and Brand Names, whether registered or unregistered (collectively “Trademark(s)”) in the manufacturing, and labeling process of Goods manufactured exclusively for Customer, and shipping said Goods to the designated locations directed by the Customer. Supplier acknowledges that said marking with Customer’s Trademark(s) will be strictly limited to said Goods, will strictly follow Customer’s directions and instructions as regarding said use, that there will be no use that does not meet customer’s quality standards, and that said use will, at all times, inure to the benefit of Customer. In the event Goods marked with Customer’s Trademark(s) are for any reason not accepted by Customer for sale by Customer, those Goods shall not be further distributed in any geographical location with said Trademark(s). 3 Doc Version 12/2012
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