Security Equipment Corporation
Terms and Conditions
1. Applicability. This purchase order is an offer by Security Equipment Corporation (“Buyer”) for the purchase of the goods specified on the face of this purchase order (the “Goods”) from Company (“Seller”) in accordance with these terms and conditions (together with the face of the purchase order, this “Order”). This Order is binding upon Seller’s acceptance, and Buyer may withdraw the Order at any time before it is accepted by Seller.
2. Price and Payment; Delivery and Inspection. The price and payment terms of the Goods are as stated in the Order. Invoices shall be rendered on completion of services or delivery of Goods and shall contain the Purchase Order Number, item number, description of Goods or services, quantities, unit prices, date(s) rendered and total purchase price. Unless otherwise specified, Seller will pay all properly due and payable invoices within thirty (30) days. Seller shall, at its expense, deliver the full quantity of Goods to the Buyer’s address within 60 days of Seller’s receipt of this Order. Time is of the Essence. Upon delivery, Buyer has the right to inspect the Goods and may reject any it determines are nonconforming or defective. Upon any rejection, Seller shall, at its expense, promptly replace such Goods. If Seller fails to timely replace such with Goods that are conforming, Buyer may terminate this Order for cause. All Goods must be packaged in the manner specified by Buyer and shipped in the manner and by the route and carrier designated by Buyer. If Buyer does not specify the manner in which the Goods must be packaged, Seller shall package the Goods so as to avoid any damage in transit. If Buyer does not specify the manner of shipment, route, or carrier, Seller shall ship the Goods at the lowest possible transportation rates, consistent with Seller’s obligation to meet the delivery schedule set forth in this Order. Title and risk of loss shall pass to Buyer upon acceptance of the Goods.
3. Warranties; Intellectual Property. Seller warrants that the Goods are: new, merchantable and free from any defects in workmanship, material and design; conform to specifications; fit for their intended purpose and operate as intended; are free and clear of all liens, security interests or encumbrances; and do not infringe or misappropriate any third party’s rights. These warranties are cumulative to all other warranties available to Buyer and survive any delivery, acceptance or payment of the Goods. All rights, title and interest in and to the mold(s) (the “Mold”) used to manufacture the Goods including, but not limited to, all ideas, inventions, developments, derivative works, formats and processes shall be and shall remain with Buyer. Tangible or intangible property of any nature furnished to Seller by Buyer or specifically paid for in whole or in part by Buyer, and any replacements or attachments, are the property of Buyer and, unless otherwise agreed in writing by Buyer, will be used by Seller solely to render services or provide Goods to Buyer. Seller will not substitute any property or take any action inconsistent with Buyer’s ownership of such property. While in Seller’s custody or control such property will be held at Seller’s risk, will be kept insured by Seller at its expense for its replacement cost with loss payable to Buyer, and will be subject to removal at Buyer’s written request, in which event Seller will prepare such property for shipment and redelivery to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Seller’s expense. Seller represents and warrants that it is in compliance with and all Goods and/or services supplied hereunder have been produced or provided in compliance with the applicable provisions of all federal, state, or local laws or ordinances and all related lawful orders, rules and regulations. Notwithstanding any document marking to the contrary, any knowledge or information that the Seller has disclosed or may later disclose to Buyer, and which in any way relates to the Goods or services covered by this Order is, unless otherwise specifically agreed to in writing by Seller, deemed to be confidential or proprietary information.
4. General Indemnification. Seller shall defend, indemnify and hold harmless Buyer, its directors, officers, shareholders, employees and customers against any loss, injury, death, damage, liability, claim, action, judgment, award, penalty, fine, cost or expense, including reasonable attorney fees, arising out of or in connection with the Goods or Seller’s negligence, misconduct or breach of this Order.
5. Limitation of Liability. BUYER SHALL NOT BE LIABLE FOR (I) ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR (II) IN ANY CIRCUMSTANCE, ANY AMOUNT IN EXCESS OF $50,000, EVEN NOTWITHSTANDING THE FORESEEABILITY OF SUCH DAMAGES OR THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE.
6. Termination. Buyer may terminate this Order, in whole or in part, immediately on written notice: (i) with or without cause for undelivered Goods; (ii) on thirty (30) days prior written notice for a material uncured breach by Seller; (or iii) if Seller has not complied with this Order or becomes insolvent, files for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. If Buyer terminates the Order, Seller’s sole and exclusive remedy is payment for the Goods accepted by Buyer. Provisions of this Order which by their nature should survive termination or expiration shall survive.
7. Confidential Information. All non-public, confidential or proprietary information of Buyer, in any form and whether identified as “confidential,” is confidential, solely for the use of performing this Order and may not be disclosed to anyone unless authorized by Buyer in writing. Upon Buyer’s request, Seller shall return all such information. Buyer shall be entitled to seek injunctive relief for any violation of this Section.
8. Relationship of the Parties. Seller (or any party acting for the benefit of Seller) may not manufacturer, sell, offer for sale any Goods or utilize the Mold for any other purpose not expressly authorized in writing by Buyer. The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any form of joint enterprise, employment or fiduciary relationship, and neither party shall have authority to contract for or bind the other.
9. Governing Law; Venue; Notices. This Order shall be governed by and construed in accordance with the laws of the State of Missouri without regard to its choice of law principles. Any legal action shall be instituted in St. Louis, MO. All notices, consents, claims, demands, waivers and other communications shall be sent in writing by certified or registered mail to such address designated by the receiving party, which shall be effective upon receipt.
10. Agreement; Amendment; Severability; Waiver; Remedies. This Order constitutes the entire agreement of the parties. No change is binding unless in writing and signed by Buyer. If any provision is unenforceable, such unenforceability shall not affect any other provision of this Order. No waiver shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure, delay or partial exercise of any rights or remedy shall be a waiver thereof or preclude any other or further exercise thereof. Except where stated as exclusive, the rights and remedies herein are cumulative. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer.