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Purchase Order Terms & 条件

  1. 一般. This purchase order (whether 使用d as an offer, acceptance of an offer, (对合同的确认)以合同条款为条件并受其限制. 通过履行或确认收到本采购订单(“合同”), Seller assents to all its terms and conditions. “货物和/或服务”指本合同项下提供的货物和/或提供的服务. 提升, as defined on front of agreement ("买家") objects to any different or additional terms in Seller's quotations, acknowledgments, acceptances or similar documents. Specifications, 图纸 and other attachments or documents referred to herein are incorporated into and made a part of this Contract. Notwithstanding the foregoing, 如果买方和卖方在本合同之前已经签订了完整的协议(如主协议), Master Services Agreement), 该协议的条款取代本合同的条款和条件.
  2. DELIVERY; TITLE. Seller acknowledges that TIME IS OF THE ESSENCE in the performance and delivery of the Goods and/or Services by the date set forth on the face of this Contract. Title to materials, supplies and 设备 comprising part of the Goods and/or Services shall pass to 买家 consistent and in alignment with the point of Delivery per the agreed Incoterms rule. Parties agree that any reference to Incoterms will be construed to mean Incoterms 2010 as issued by the International Chamber of Commerce.
  3. 保修. 卖方保证货物和/或服务将:(a)质量合格, 设计, material and workmanship, 自最后付款之日起一(1)年内无缺陷, (b) in the case of services, consist of furnishing all operations, 劳动, 设备, materials and supplies and doing all things necessary for proper performance as described in this Contract, (c)  conform to agreed upon specifications, 图纸, 数据和样品以及卖方建议书中的所有技术要求, and (d) be merchantable and fit for the purposes sold. 本保证在验收后继续有效,是卖方提供的保证的补充. 卖方将所有适用的制造商保证转让给买方. 卖方应及时补偿买方在修复缺陷或缺陷时所发生的费用, at 买家's option, 卖方应自费并尽可能迅速地补救这些缺陷. In addition to its other rights, 买方可扣留应付给卖方的款项,以支付买方的费用和损害赔偿.
  4. PRICE COMPETITIVENESS. Seller warrants that prices for the Goods and/or Services are not higher than those charged other customers for the same or similar Goods and/or Services in similar quantities. If 买家 can purchase Goods and/or Services of like quality at a lower delivered cost than under this Contract, 买家 may notify Seller and Seller shall have 15 days to meet such lower cost for an equal quantity of Goods and/or Services. If Seller does not meet such lower cost, 买家 may purchase such Goods and/or Services from the other source and deduct such quantity from 买家's obligation hereunder, but this Contract otherwise remains unaffected.
  5. PAYMENT/TAXES/LIENS. Unless otherwise specified in this Contract, payment is due ninety (90) days after invoice date, 或在货物及/或服务完成及交付后, whichever is later. 买家's policy is to issue payments on a weekly basis. Payment by 买家 does not constitute acceptance. Seller's invoices shall list taxes separately. 买方只对卖方依法有权向买方收取的税款负责. 买家 may withhold payment until Seller, 如果请求, 是否已令人满意地解除与货物和/或服务有关的所有留置权和索赔. Seller shall indemnify and defend 买家 from all liens and encumbrances arising out of the Goods and/or Services.
  6. INSURANCE AND SAFETY REQUIREMENTS. 在履行本合同项下的任何货物和/或服务之前, Seller shall obtain at its own expense, 符合买方的保险和安全要求. 工厂现场合规访问由Avetta (www.avetta)管理 monitoring service for 买家. Seller will provide Avetta with Certificates of Insurance evidencing the coverage required herein or in any agreement between the parties and stating that no reduction, cancellation or expiration of such insurance coverage shall become effective until thirty (30) days from the date written notice is mailed to 买家. Contractors performing mechanical services or general 劳动 on site must forward a copy of the required OSHA logs and insurance, 根据协议或采购订单:提升 Performance Materials Holdings Inc.邮编:92619,加州欧文市,Avetta LLC,邮政信箱51387. Service suppliers and consultants accessing 买家’s site need to forward a copy of their required insurance per agreement or purchase order to: 提升 Performance Materials, Attn: Treasury Dept., 1010 Travis Street, Suite 900, Houston, TX 77002.
  7. DRAWINGS/SPECIFICATIONS/INSPECTIONS. 买家 shall have access to Seller's facilities to inspect the Goods and/or Services at all reasonable times. 此种批准/检验不得免除卖方的义务. 如买方要求,卖方应提交图纸和规格(“描述”)供买方批准. All Descriptions shall be 买家's property, 卖方不得在任何其他工作中使用或允许他人使用该等描述.
  8. 专利. Seller shall indemnify, (a)保护买方免受任何专利侵权的索赔, 版权, trademark or trade name beca使用 of the manufacture, 使用, or sale of the Goods and/or Services, and (b) for any costs, 费用, liability and damages, including attorneys' fees, 哪一个买方可能因任何声称的侵权行为而招致损失. 买方应就任何此类诉讼或索赔向卖方发出书面通知, at 买家's request, Seller shall promptly assume its defense.
  9. COMPLIANCE WITH LAWS. 卖方表示,货物和/或服务将遵守所有适用的联邦法律, state and local laws, 规则, 规定, and executive orders. Seller/Supplier acknowledges that U.S. Customs and Border Protection ("CBP") is actively enforcing the mandatory pre-export declaration referred to as the Importer Security Filing (ISF), 适用于所有进口至美国的海运货柜(“拼箱”及“整箱”).S. 买家, when 设计ated as the importer of record, is responsible for timely, 完整的, and accurate submission of ISF data to CBP. 卖方同意充分配合并使其货运代理, 航空公司, agents and/or representatives to provide the required data elements on the worksheet provided by 买家 no later than 72 hours prior to the ship sailing. 卖方还同意,一旦发生变更,应及时以书面形式通知卖方. Items are considered on COMPLIANCE HOLD and must not be laden on the vessel until "OK to load" authorization is received from 买家. 如果卖方提供的物品违反ISF规定的备案要求起航, 买家 may ca使用 such items to be returned to Seller for reshipment in order to meet the ISF filing requirements. Seller agrees to reimburse, and indemnify 买家 against, 买方因该等物品的退货和重新装运而产生的任何费用, as well as any penalties, fines and other 费用 incurred by 买家.
  10. CANCELLATION/TERMINATION. 买方可以书面通知卖方以方便其终止全部或部分合同. 买家 shall pay Seller reasonable charges for the portion of the Goods and/or Services already performed hereunder.
  11. CONFIDENTIALITY. Seller may gain information about 买家's operations, 计划, 设备, 财务状况, esball世博苹果版本, processes and customers ("买家 Information"). Seller shall ca使用 all 买家 Information to be kept confidential and not to be disclosed to others except with 买家's prior written consent. Nothing in this paragraph shall prevent Seller from disclosing information which it can show: (a) is published and in the public domain other than through acts or omissions of Seller, its employees or agents; (b) was rightfully made known to Seller by third parties (other than those acting directly or indirectly for 买家 (or its predecessor, Solutia Company)), without restriction on disclosure; or (c) was known at the time of entering into this Contract, and was not acquired from 买家, Solutia or the employees or agents of either.  Seller shall deliver to 买家, 要求, 所有图纸, specifications, 备忘录, 笔记, materials and all copies containing 买家 Information. 这些义务将在本合同终止后继续存在.
  12. 变化. 买方可随时更改规格、包装、交付和运输. 如果更改影响性能所需的成本或时间, 买方将作出公平的调整,并发出变更单予以确认. 卖方应在对原材料进行任何更改前通知买方, methods of manufacture, production 设备 or locations involved in the performance of this Contract and shall obtain 买家's written consent prior to making any such changes(s). 如果买方不同意变更,则买方可以终止本合同.
  13. BUYER'S PREMISES. If Seller enters 买家's premises, Seller shall: (a) comply with 买家's site 规则, practices and policies; (b) indemnify and defend 买家, 其雇员和管理人员不得承担任何形式的责任和损失, including costs, 费用 and attorneys' fees, 由于卖方发生或造成的人员或财产的伤害(包括死亡)或损坏, its agents or subcontractors, or any of their employees, such indemnity to include injuries or damage ca使用d by the joint or concurring negligence of 买家 (but not those ca使用d by the sole negligence of 买家); (c) maintain the following minimum insurance:  (i) Workers' Compensation - Statutory; (ii) Employer's Liability $1,000,000 each accident/disease-each employee/disease - policy limit; (iii) Commercial General Liability (Bodily Injury, Property Damage, esball世博苹果版本 and Completed Operations and contractual liability on an occurrence form of policy naming 买家 as additional insured) - $2,000,000 each occurrence, combined single limit;  (iv) Comprehensive or Commercial Automobile Liability (Bodily Injury or Property Damage for owned, 非自有和租用车辆,并指定买方为额外被保险人)- $1,000,000 each occurrence, combined single limit; (v) Umbrella Liability Insurance - $1,000,000 each occurrence, 要求超过基本保险的额外保险,并指定买方为额外被保险人.  Seller will secure from its Workers' Compensation and Employer's Liability carrier a waiver of subrogation in favor of 买家, 其员工和代理,并提供买方证明,确认该等保险.
  14. ASSIGNMENT/ SUBCONTRACTING/ INDEPENDENT CONTRACTOR. Seller shall not assign, 未经买方事先书面同意,分包或转授本合同的全部或任何部分. 经同意的转让不免除卖方在本协议项下的任何义务. Seller is and shall remain an independent contractor.
  15. MISCELLANEOUS. 本合同采用德克萨斯州采用的统一商法典, AND SHALL BE CONTROLLED BY AND INTERPRETED ACCORDING TO TEXAS LAWS and is the 完整的 understanding and statement of the agreement. 任何修改、解除或放弃必须以书面形式,并由双方签字. 放弃任何违反本条款的行为并不意味着放弃任何其他违反行为. Section headings are provided for convenience only. The obligations under sections 3, 7, 8, 本合同第11条和第13条具有延续性,在合同终止后仍然有效, any suspension, completion or acceptance of the Goods and/or Services, or final payment to Seller. Seller shall bind all its subcontractors to the terms of this Contract that are applicable to the subcontracted Goods and/or Services.