TERMS OF SERVICE FOR SUPPLIERS

TERMS OF SERVICE FOR SUPPLIERS

The Terms & Conditions set forth below (“Terms and Conditions”) have been issued to you as a supplier (“Supplier”) to CrownMarts (“Company”). As a condition to becoming an approved Supplier of goods to the Company, a signed copy of this document must be sent to the Company indicating Supplier’s acceptance, without exception or modification of the Company’s standard Terms and Conditions. Failure to sign and return this document will be considered a refusal of acceptance of these Terms and Conditions and Supplier will not be approved as a Supplier for future projects with this Company.

 

  • OFFER, ACCEPTANCE, AND MODIFICATION

 

Upon acceptance by Supplier, these terms shall become a binding contract between the Company and the Supplier (“these terms”). These terms and the Purchase Order shall be the complete and exclusive statements of such agreement, superseding any prior discussions or agreements, written or oral, relating to the supply of Goods. Supplier may accept this Offer by signing on the face hereof, but in any event beginning work hereunder shall constitute acceptance of the Offer by Supplier. Supplier is not permitted to modify any provision in these terms. 

 

  1. DELIVERY

 

  1.  Time is of the essence in Supplier’s performance of its obligations under the Purchase Order.

 

  1.  Supplier will immediately notify the Company if Supplier’s timely performance under the Purchase Order is delayed or is likely to be delayed. The company’s acceptance of Supplier’s notice will not constitute the waiver of any of Supplier’s obligation other than the any delays specifically accepted by the Company in writing. All deliveries made pursuant to this Agreement must be complete and in accordance with the specifications set forth in the Purchase Order. Unless Supplier has obtained prior written approval from the Company, incomplete deliveries or late deliveries will not be accepted, nor will over-deliveries in excess of specified quantities.

 

  1.   If Supplier delivers Work after the Delivery Date, the Company may reject such be entitled to the rights set forth in the Inspection and Acceptance clause.

 

  1.  The Company will hold any Work rejected under the Purchase Order at Supplier’s risk and expense, including storage charges, while awaiting Supplier’s returns shipping instructions. Supplier will bear all return shipping charges, including without limitation, insurance charges the Company incurs on Supplier’s behalf.

 

  1.  Supplier will preserve, pack, package and handle the Products so as to protect the Products from loss or damage and in accordance with best commercial practices in the absence of any specifications the Company may provide. The Company reserves the right to refuse deliveries if there is any damage to packaging. The Supplier will be responsible for replacement or refund, if any Products are received with damage due to improper packaging. Without limiting the foregoing, Supplier shall observe the requirements of any local laws and regulations relating to hazardous work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage, and disposal.

 

  1.  Unless the Company’s expressly instructs otherwise, Supplier will deliver all Work to the Company’s facility at the address set forth the Purchase Order. Supplier shall bear the risk of loss for any loss, damage or injury which results from, or occurs during shipment of the Goods.

 

  • PRICE AND PAYMENT


  •   Unless otherwise specified in the Purchase Order, the price for the Work includes all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imposts and government-imposed surcharges (“Charges”). Supplier will, at the Company’s request, break-out from the price all such Charges, in its invoices and/or on the Purchase Order. Except as expressly provided in the Purchase Order, Supplier will bear sole responsibility for all expenses incurred in connection with its performance pursuant to this Purchase Order.

 

  1.  The Company will pay Supplier the price in accordance with the payment terms set forth in the Purchase Order following the later of: (i) the Promised by Date; (ii) the date of the Company’s acceptance of all of the Work; or (iii) the Company’s receipt of a properly prepared invoice. A properly prepared invoice must include the Purchase Order number and, if required in the Purchase Order, Supplier’s certification of conformance of the Work to the requirements. Payment will be in the currency of the country in which the Company’s entity or affiliate identified in the Purchase Order is located, and if the price set forth in the Purchase Order is not in the local currency, then the Company will determine the local currency equivalent of the price as of date of payment. The Company may, at any time, set-off any amounts Supplier owes the Company against any amounts the Company owes to Supplier or any of its affiliated companies.

 

  1. CHANGES 

 

The Company may at any time by Amendment or other writing signed by it, change the quantity and the place of delivery of the Goods. In such case, the time for performance shall not change unless Supplier notifies the Company in writing, within ten (10) days of receipt of such change that an adjustment in requirements for performance is necessary. If the Company determines that any such change materially affects cost or timing, the Company shall equitably adjust the delivery schedules. 

 

  • ACCEPTANCE AND INSPECTION


  •  Receipt of the Goods does not constitute acceptance. All Goods are subject to the Company’s right of inspection and rejection. Any such inspection shall not relieve Supplier of its obligations hereunder. 


  •  Goods that are rejected may be returned to Supplier for refund, at Supplier’s expense. 


  •  The goods may also be retained and corrected at Supplier’s expense. Supplier shall cooperate with the Company in determining appropriate method(s) of correction. 


  •  Supplier may also replace the non-conforming Goods. 


  •  Supplier shall reimburse the Company for all expenses of correcting non-conforming Goods as well as any and all other expenses arising from or incident to rejection of the Goods.


  • PROPRIETARY RIGHTS 


  •  Except as otherwise stated in this Agreement, neither party transfers to the other party any patent, trade secret, trademark, copyright, or other intellectual property right owned by such party (“Intellectual Property Right”). 


  •  All works of original authorship, ideas, inventions (whether patentable, patented or not), know-how, processes, compilations of information, and other intellectual property created by Supplier for which the development was paid for by the Company (collectively, “Proprietary Materials”), and all Intellectual Property Rights in such Proprietary Materials, are owned by the Company. Supplier agrees that all such Proprietary Materials created by Supplier for which the development was paid for by the Company are “works made for hire” as that term is used in connection with the U.S. Copyright Act.


  •  Supplier shall be solely responsible for the defense or settlement of every claim of infringement of any present or future patent, copyright, industrial design right, or other proprietary right that results from the sale or use of the Goods (i) alone, (ii) in combination by reason of their content, design, or structure, or (iii) in combination in accordance with Supplier’s recommendations, or at the Company’s option provide all reasonable assistance to the Company in the Company’s handling of such claims.

 

  1. CONFIDENTIALITY

 

  1.  In connection with the Purchase Order, Supplier may have access to the Company’s confidential information, including, without limitation financial information, customer information, supplier information and compilations of data (“Confidential information”). 

 

  1.  Supplier shall use the Company’s Confidential Information only for the purposes contemplated under this Agreement and shall not disclose it to third parties or otherwise use it for its own advantage or to the Company’s detriment. 

 

  1.  Confidential Information shall not include information which: (a) is or becomes publicly available without breach of this Agreement by Supplier; (b) was known to Supplier prior to its receipt from the Company’s as evidenced in writing; or (c) is developed by Supplier independently of its access to the Company’s Confidential Information. 

 

  1.  Supplier is permitted to disclose the Company’s Confidential Information to its employees, agents and authorized subcontractors (“Agents”) on a need to know basis only, provided that such Agents have written confidentiality obligations to Supplier no less stringent than the confidentiality obligations herein. 

 

  1.  Supplier shall be liable for any breach of this Section by its Agents. 

 

  1.  Upon termination of the Agreement, Supplier shall at the Company’s election, return or destroy Buyer’s Confidential Information and shall not use the Company’s Confidential Information for its own or any third party’s benefit. 

 

  1.  Supplier’s confidentiality obligations shall survive termination of the Agreement for so long as the Company’s Confidential Information remains confidential. 

 

  1.  In order to assure that the Company is able to obtain the full benefit of the restrictions set forth in this Section, the Company shall be entitled to injunctive relief, including, but not limited to, emergency, preliminary, temporary and permanent injunctions, from any court of competent jurisdiction as may be necessary to enjoin any violation of the foregoing covenants, without the necessity of proving immediate irreparable harm or an inadequate remedy at law.

 

  • REPRESENTATIONS AND WARRANTIES

 

Supplier represents and warrants that:

 

  • It has the full power and authority to enter into the Purchase Order and to perform its obligations under the Purchase Order;


  • the Goods do not and will not infringe upon any third party’s Intellectual Property Rights, right of publicity or privacy, or any other proprietary rights, whether contractual, statutory or common law;

 

  1. Supplier will not disclose to the Company, bring onto the Company’s  premises, or induce the Company to use any confidential or proprietary information that belongs to anyone other than the Company or Supplier which is not covered by a non-disclosure agreement between the Company and Supplier;

 

  1. It will not use or disclose any information that may identify an individual (“Personal Data”) that is processed for or on behalf of the Company, except to the extent necessary to perform its obligations under the Purchase Order;

 

  1. The Company warrants and represents to Supplier that it has the full power and authority to enter into the Purchase Order and to perform its obligations under the Purchase Order.

 

  1. WARRANTY
  1.  Supplier warrants, whether or not it is a merchant of the Goods provided under this Agreement, that all Goods supplied by it: 

 

  1. shall be of good quality and free from defects, latent and patent, in design, materials and workmanship; 

 

  1. shall conform to all specifications, drawings and descriptions furnished, specified or adopted by the Company; 

 

  1. shall be merchantable and suitable and sufficient for their intended purpose; and 

 

  1. shall be free of any lien or claim of any third party. 

 

  1.  If Supplier breaches its warranty obligations hereunder, the Company shall be entitled to any and all legal remedies provided under the laws of the [ENTER STATE], including but not limited to those contained in [ENTER STATE]’s version of the Uniform Commercial Code. 

 

  1.  Supplier will indemnify and hold the Company harmless against all costs damages, losses, claims and expenses (including actual costs for attorneys, experts and consultants, settlement costs and judgments) occasioned by, resulting from, or arising out of any claim by a third party for death, personal injury, or property damage which results from: 

 

  1. any defect or alleged defect in the Goods supplied by Supplier; 

 

  1. any noncompliance or alleged noncompliance by Supplier with any of its representations, warranties, or obligations under this Agreement; or

 

  1. any negligence or fault or alleged negligence or fault of Supplier in connection with the design or manufacture of the Goods.

 

  •  SUBCONTRACTING AND ASSIGNMENT 

 

Supplier may subcontract for goods or services to be incorporated in the Goods to be provided, but Supplier shall not subcontract or assign all of its duties hereunder without the Company’s prior written approval.

 

  1.  ADVERTISING

 

Supplier shall not refer to the Company, this Agreement or any relationship between the Company and Supplier in advertising or public releases without the Company’s written approval.

 

  •  COMPLIANCE WITH LAW


  •  Supplier as well as all Goods furnished by Supplier shall comply with all federal, state, provincial, local and foreign laws, orders, rules, regulations and ordinances, including import and export laws and regulations and any and all safety laws, regulations and standards, that may be applicable to Supplier’s performance of its obligations herein and 


  • Any clause required to be included in an Agreement of this type by any applicable federal, state or local law, rule or regulations shall be deemed to be incorporated herein by reference.


  •  EXCUSABLE DELAYS


  • Neither the Company nor Supplier shall be liable for a failure to perform that arises from causes or events beyond its reasonable control and without its fault or negligence, including labour disputes of any kind. 


  • In the event of a delay in performance, the Company, at its option, may acquire possession of all finished goods. Upon the Company’s request, Supplier shall immediately deliver such property to a carrier selected by the Company, properly packed and marked in accordance with the requirements of the carrier and the Company, at the Company’s option F.O.B. carrier, Supplier’s facility, freight collect.


  •  TERM AND TERMINATION 


  • The Purchase Order will remain in effect with respect to any order already issued prior to expiration of the term of the Purchase Order until such order is either terminated or the delivery is completed and accepted. 
  1. The Company may terminate or suspend access to its Services upon ten (10) days, for any reason whatsoever, including without limitation if the Supplier breaches the Terms.

 

  1. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

 

  •  INSURANCE AND INDEMNITY


  • The supplier agrees to hold harmless and indemnify the Company in full against all costs, expenses, damages and losses (incurred directly or indirectly). This includes any interest, fines, legal and other professional fees, and expenses awarded against, incurred by, or paid by the Company arising from contract performance or any breach of these terms and conditions by the supplier, as well as any term or obligation implied by law or any statutory provision that may be in force from time to time. 


  • The supplier agrees to maintain at all times all required insurance coverage and provide written evidence of such coverage to the Company upon request.

 

  1.  LIABILITY

 

  1. NOTWITHSTANDING ANYTHING ELSE IN THE PURCHASE ORDER OR OTHERWISE, THE COMPANY WILL NOT BE LIABLE TO SUPPLIER WITH RESPECT TO THE SUBJECT MATTER OF THE PURCHASE ORDER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS IN THE AMOUNT THE COMPANY PAID TO SUPPLIER IN THE SIX MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO SUCH LIABILITY.

 

  1. IN NO EVENT WILL THE COMPANY BE LIABLE TO SUPPLIER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THE PURCHASE ORDER, WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

  1.  WAIVER 

 

The failure of the Company to enforce any one or more of the provisions of this Agreement shall not be construed to be a waiver thereof, nor shall such failure affect the validity of the Purchase Order, this Agreement or the right of the Company thereafter to enforce each and every such provision.

 

  •  APPLICABLE LAW AND VENUE


  • The Purchase Order and these Terms shall be governed by, construed, and enforced in accordance with the laws of the [ENTER STATE] without giving effect to its conflicts of law provisions. 


  • Venue shall be proper in, and Buyer and Supplier irrevocably submit to the jurisdiction of the state and federal courts located in the State of [ENTER STATE].

 

  1.  NOTICES

 

You can contact the Company at: support@crownmarts.com.

 

___________________________________ ___________________________

             Company’s Signature                                              Date

 

___________________________________ ___________________________

Suppliers Signature           Date

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