Purchase Order Terms and Conditions
Purchase Order Terms and Conditions
Applicable to Embankscape Equipment LLC, D.B.A. RC Mowers USA
Terms and Conditions
All Purchase Orders issued by Embankscape Equipment LLC, D.B.A. RC Mowers USA will be subject to the terms and conditions herein. No terms or conditions in any acceptance, confirmation, acknowledgment, or invoice from the Supplier (herein “Seller”), inconsistent with this Purchase Order (“P.O.”) shall apply unless approved in writing by RC Mowers. These terms and conditions will be applicable to the current and any subsequent Purchase Orders entered into between RC Mowers and Seller.
Buyer may at any time, by written change order, make changes in (1) the drawings, designs, and/or specifications applicable to the items and/or services covered by this Purchase Order, (2) the method of shipment and packing, and/or (3) the place of delivery. If any such changes affect the time for performance, the cost of manufacturing such items or the cost of furnishing such services, Buyer shall make an equitable adjustment in the purchase price or the delivery schedule, or both. Seller shall not make any changes in the design or composition of any items ordered hereunder without the prior written approval of Buyer.
The price for the goods or services sold hereby, including cost for labor, materials, equipment, licenses, taxes, and any other related costs, shall not be higher than that appearing on the face of this order, and the seller's proposal. No price increases shall be allowed without at least 90 days written notice and prior written approval of Buyer.
Delivery, Packing, Marking & Shipping
All items shall be properly packed, marked and shipped in accordance with the requirements of the common carrier transporting such items and of this Purchase Order and in a manner which will permit the securing of the lowest transportation rates. Seller shall route shipments in accordance with Buyer's terms and conditions. Unless previously stated between Buyer and seller, no charge shall be made by Seller for containers, crating, boxing, bundling, dunnage, drayage, or storage. Each packing slip, bill of lading and invoice shall bear the applicable Purchase Order number and the location of the plant to which the items are to be delivered.
Inspection and Acceptance
All items supplied hereunder shall be subject to inspection and testing at Buyer's facility. All services performed hereunder are subject to Buyer's satisfaction and full approval. Buyer will notify Seller in writing of any potential repair and/or replacement of products, materials supplied under this P.O. that do not meet the quality standards, prints, finish, provided by Buyer.
Product Liability Indemnity
Seller agrees to defend, indemnify, assume any liability, save and hold harmless RC Mowers, its agents, subsidiaries, employees, customers, insurers, successors and assigns, from and against any claims, demands, suits, liabilities, penalties, losses, damages, or charges, settlements, judgments, costs and expenses (including attorney’s fees incurred), by any third party arising out of or based on any alleged non-conformity, defect or failure of any product covered by this P.O. or arising out of any actual or alleged violation by such products of any statute, ordinance, rule or regulation. This indemnity includes without limitation any product safety or quality control recall, corrective action or product retrofit, and any action or proceeding arising out of any of the above occurrences.
Confidentiality and Disclosure of Information
Except to the extent required by the Open Records Act, Seller shall not disclose information concerning work under this Order to any third party, unless such disclosure is necessary for the performance of work under this effort. All information, including but not limited to designs, specifications, customer lists, pricing, discounts, rebates, business operations, and other informative materials furnished by RC Mowers and received, obtained by, or utilized by Seller in connection with RC Mowers purchases is solely for the use of obtaining such purchases and is deemed confidential, and shall not be disclosed or used without RC Mowers consent. Title to all tooling, plans, drawings, prints, samples, and all other materials shall remain with RC Mowers and if requested, shall be promptly returned to RC Mowers. No license or copyright privileges are granted to Seller under this P.O. and all rights are expressly retained by RC Mowers. This provision will be in effect during the term of the Agreement and will continue for a period of two (2) years after termination. The aforementioned requirements shall not apply to information which: a.) is within the public domain; b.) is known to other parties at time of receipt; c.) is rightfully obtained from a third party without breaching the terms of this Agreement
Seller covenants and agrees, as a condition of purchase, at its expense to provide and procure broad form vendors liability insurance coverage naming Embankscape Equipment LLC, D.B.A. RC Mowers USA as an additional insured on applicable endorsements and certificates. This coverage shall not be canceled without RC Mowers consent and the policy limits shall be $1,000,000 per occurrence for bodily injury and property damages with a minimum of $3,000,000 in the aggregate. Seller, upon request, will submit Certificates of Insurance to RC Mowers annually upon renewal. Seller will submit Certificates of Insurance to RC Mowers prior to any Purchase Order performed by the Seller. All certificates should be remitted to Purchasing@rcmowersusa.com or mail to 2146 Deerfield Ave. E Suamico, WI 54173.