BUYER TERMS

BUYER TERMS AND CONDITIONS

1. General Conditions

• Acceptance of Terms: The Buyer confirms they have read, understood, and accepted the terms outlined.
• Supersedes Previous Agreements: These terms take precedence over any prior agreements between the parties, both written and oral.
• Conflict Resolution: If there’s a conflict between these terms and any specific terms in the Order Confirmation, the Order Confirmation will govern the transaction.
• Definitions:
  • Seller: The XB2BX member offering goods for sale.
  • Buyer: The XB2BX member purchasing goods.
  • Goods: The products or items specified in the Purchase Order.
  • Purchase Order (PO): The formal request from the Buyer to purchase the goods from the Seller.
  • Platform: Refers to XB2BX, the online marketplace where the transactions take place.
  • Agreement: The terms and conditions governing the sale/purchase transactions between the Buyer and Seller.

2. General Provisions

• Void Provisions: If any part of the agreement is found to be void, illegal, or unenforceable, the rest of the agreement remains intact and enforceable.
• Failure or Delay in Exercising Rights: A party’s failure or delay in exercising any right under this agreement doesn’t waive the right.
• Notices and Communications: Notices must be sent in writing and can be delivered in one of the following ways:
  • Personally handed to the recipient.
  • Sent by confirmed facsimile.
  • Delivered by overnight courier with a receipt.
  • Mailed via first-class or certified mail and received within three business days.
• Supersedes Previous Agreements: This Agreement replaces all prior oral or written agreements relating to the subject matter.
• No Inducement or Warranties Beyond Agreement: The parties acknowledge that no other representations or assurances influenced their decision to enter the agreement, and their rights and remedies are limited to what is stated in the Purchase Order.
• Fraud and Misrepresentation: In cases of fraud or fraudulent misrepresentation, the terms of this agreement do not impact the parties’ rights or remedies.
• No Third-Party Rights: This agreement does not confer any rights to be enforced by any third party.
• Amendments: Any changes to the Purchase Order must be made in writing and signed by both parties. The Purchase Order terms prevail, even if there are discrepancies with other documents.
• Supplier’s Instructions on Buyer’s Property: While the Purchase Order is in effect, the Supplier must follow reasonable instructions given by the Buyer’s representatives while on the Buyer’s property.
• Records for Termination or Adjustment: If the agreement is terminated or adjusted, the Supplier must keep accurate records of expenses related to fulfilling the Purchase Order, and these records are subject to Buyer inspection and audit.
• Assignment or Subcontracting: The Supplier cannot assign or subcontract any obligations without the Buyer’s written approval. If approved, the Supplier is still responsible for all duties arising from the agreement.

3. Scope of Application and Completion of the Contract

• Complete Contract: The General Terms and Conditions, along with any special terms in the Order Confirmation, constitute the full contract between the Seller (XB2BX) and the Buyer. Any conflicting terms proposed by the Buyer are superseded unless expressly approved in writing by the Seller.
• Execution of the Contract: The contract is considered executed once the Buyer or XB2BX member receives the Seller’s Order Confirmation.
• Modifications to Terms: Any modifications or additions to the General Terms must be explicitly approved either in the Order Confirmation or in writing by an authorized Seller representative.
• Agreement to Terms: By signing the contract or Order Confirmation, the Buyer agrees to all the terms and conditions, including any potential changes in the goods delivered.
• Quantity Tolerance: An order for a specific quantity of products is considered fulfilled with a tolerance of ±3% without any price adjustments.
• Binding Technical Specifications: The technical specifications, such as weight, dimensions, capacity, and performance, listed in catalogs or other materials are binding regarding warranties.
• Seller’s Right to Adapt Products: The Seller reserves the right to adapt products as necessary to meet business needs, provided the essential qualities of the products remain unchanged.
• Delay and Cancellation: If the Seller’s delay exceeds three weeks, the Buyer can cancel the contract for those delayed products by providing written notice at least 10 working days in advance.
• Exclusions for Delay: Delays caused by unforeseen circumstances or Buyer-related issues (e.g., failure to provide necessary information) are not the responsibility of the Seller.
• No Damage Claims for Delays: The Buyer cannot claim damages for delivery delays unless they are caused by the Seller’s willful misconduct or gross negligence.
• Suspension of Duties: The Seller may suspend its duties if necessary, assurances are not provided under applicable laws.
• Failure to Collect Products: If the Buyer fails to collect products within seven days after notification, the Seller can invoice for the products, and payment terms will begin. The Buyer is responsible for storage costs.
• Refusal of Products: If the Buyer refuses to accept or collect the products, the Seller may either seek specific performance or cancel the contract, with the right to reimbursement and damages remaining intact.
• Seller’s Liability: The Seller’s liability is limited to the scope of the warranties defined in the agreement, excluding any claims for damages, loss of earnings, or recall campaigns.

4. Definitions:

• Buyer: Refers to the entity that has made the purchase, which is XB2BX.com, operated through XB2BX LTD, as identified in the Purchase Order.
• Confidential Information: This term refers to any proprietary or sensitive information disclosed between the Buyer and Supplier, which will be defined in a separate clause not provided in this excerpt.
• Delivery Date: This is the date on which the goods are provided or made available on the XB2BX web platform, marking when the delivery is officially recognized.
• Purchase Order: The formal request made by the Buyer for products or services provided by a Supplier. This request is subject to the terms and conditions laid out in the agreement. Additionally, the Buyer is responsible for any associated fees linked to the order.
• Supplier: The business or entity that is supplying the goods or services listed in the Purchase Order. This may be another XB2BX member or a direct manufacturer.
• Warranty Period: A 12-month period starting from the Delivery Date or Acceptance Date (whichever occurs later) during which the goods are warranted for certain conditions, as specified in the agreement.

5. Application of Terms and Conditions:

5.1 Obligations of the Supplier:

• The Supplier is required to fulfil the Purchase Order in full, according to the terms and conditions outlined in this Agreement. This means that the Supplier must deliver the specified products or services as per the agreement without deviation from the agreed terms unless explicitly stated otherwise.

5.2 Supplier’s Agreement to Fulfill the Purchase Order:

• The Supplier explicitly agrees to carry out their obligations and deliver the requested goods or services by the agreed-upon terms and conditions. This includes adhering to quality standards, timelines, and other contractual stipulations outlined in the agreement.

5.3 Rejection of Different Terms:

• If the Supplier introduces any additional or different terms (such as in their acknowledgment or other documents), these will be deemed a rejection of the original Agreement. Any changes or additional terms proposed by the Supplier can only be accepted if the Buyer agrees to them in writing. This ensures that the Buyer has control over any modifications to the agreement and prevents the Supplier from altering the contract unilaterally.

5.4 Freedom of the Buyer to Seek Other Suppliers:

• The Buyer is not bound to exclusively procure goods or services from the Supplier. This provision allows the Buyer to seek identical or similar products from other suppliers without restriction, providing flexibility and protection in case of dissatisfaction or need for better alternatives.

6. Acceptance of Agreement:

6.1 Supplier’s Acknowledgment:

• The Supplier acknowledges their understanding and acceptance of the terms outlined in the Agreement. This acceptance is demonstrated either through the Supplier’s written confirmation or by starting work or services as stipulated in the Agreement. Essentially, any action taken by the Supplier that aligns with the terms of the agreement is viewed as an acceptance.

6.2 Applicability and Precedence:

• The Agreement applies to all items purchased under the Purchase Order, regardless of whether it has been signed by the Supplier. If there are any conflicting terms in the Supplier’s documents, the terms of this Agreement will take precedence unless explicitly stated otherwise in a separate written agreement. This ensures consistency and clarity for both parties in case of any contradictions between documents.

7. Price and Cost Adjustments:

7.1 Fixed Prices:

• The prices agreed upon at the time of the Purchase Order will remain fixed for the duration of the order. This provision protects the Buyer from price fluctuations and provides stability throughout the fulfillment of the order.

7.2 Acknowledgment of Receipt:

• The Supplier is required to acknowledge the receipt of the Purchase Order within ten (10) days. If the Supplier fails to do so, the Buyer has the right to cancel the order without incurring any liabilities. This ensures that the Buyer is not left in a situation where they are uncertain about the status of their order.

7.3 Price Adjustments and Cancellations:

• If the Supplier’s costs increase after the order has been placed but before delivery, the Buyer may be required to pay the updated price. However, if the price increase is not justified, the Buyer has the option to cancel the order without penalty. This clause protects the Buyer from unexpected and unjustified price hikes.

8. Quotations:

8.1 Validity of Quotations:

• Any quotation provided by the Supplier will remain valid for ten (10) days or another specified period stated within the quotation. This ensures that both parties are aware of the time limitations for accepting the quoted prices.

8.2 Custom Orders and Modifications:

• After the Buyer places an order, the products may be custom-made or produced specifically for the Buyer. In such cases, the Buyer can only modify or cancel the order if they compensate the Supplier for any losses incurred due to the changes, or if they receive prior written approval from the Supplier. This protects the Supplier from financial losses arising from changes to an already initiated order.

9. Right to Audit:

9.1 Buyer’s Right to Audit:

• The Buyer is entitled to audit the Supplier’s records and administrative processes to verify the accuracy of invoiced amounts under this Agreement. This audit will be at the Buyer’s expense and can occur during normal business hours. It ensures that the Buyer is paying the correct amounts and helps maintain transparency.

9.2 Supplier’s Record Maintenance:

• The Supplier is required to maintain relevant documentation for a period of three (3) years after the final payment is made (or longer, if specified by the Buyer). The Supplier must fully cooperate with any audit requests made by the Buyer. The audit results may be used to resolve any disputes related to payments.

9.3 Notification of Violations:

• The Supplier acknowledges that the Buyer operates under a self-regulatory business code and commits to informing the Buyer of any violations of this code. This ensures transparency and integrity in business practices and communication.

10. Taxes and Additional Costs:

10.1 Exclusion of Taxes:

• Unless otherwise specified in the Purchase Order, the prices stated do not include Goods and Services Tax (GST) or Value-Added Tax (VAT). These taxes will be paid by the Buyer at the applicable rate, and the Supplier will provide an itemized tax invoice detailing any taxes applicable.

10.2 Responsibility for Additional Costs:

• The Buyer is responsible for paying any additional costs such as taxes, customs duties, freight, insurance, packing fees, or other incidental charges unless otherwise stated. Taxes and duties should be paid along with the Purchase Price.

10.3 Withholding Tax:

• If required by law, the Buyer will deduct withholding tax from any payments to the Supplier and remit the withheld amount to the appropriate tax authority. This ensures compliance with tax laws regarding foreign transactions or specific local laws.

10.4 Payment of Taxes:

• The Buyer agrees to pay the net sum to the Supplier, withholding the appropriate taxes (if applicable), which will be remitted to the relevant tax authority as per the Purchase Order. The payment of these amounts will constitute full settlement of the due amounts. Upon request from the Supplier, the Buyer will provide reasonable evidence of tax payment to the tax authority at the Supplier’s expense within a specified number of business days.

11. Pricing and Price Adjustments:

11.1 Price Guarantees:

• The Supplier guarantees that the prices for goods and services provided under this Agreement will be no less favorable than those offered to any other customer for identical or similar goods and services in equivalent quantities. If the Supplier offers a price reduction to another customer, they must adjust the prices for the Buyer to reflect that reduction before the acceptance of the Purchase Order or the performance of services. This ensures the Buyer receives competitive pricing.

11.2 Price Reductions After Acceptance:

• If the Supplier reduces its prices after accepting a Purchase Order but before delivery or performance, the Buyer is entitled to receive a credit for the price difference on goods or services already delivered or performed. The Supplier must issue the credit within a specified number of days after the price reduction. This clause protects the Buyer from paying higher prices than those currently offered to other customers.

11.3 Prohibition of Additional Costs:

• The Supplier may not impose any additional costs on the Buyer without the express written consent of the Buyer. This includes costs related to shipping, packaging, labeling, customs duties, taxes, insurance, and handling. This clause prevents unexpected or unauthorized charges.

12. Delivery and Risk of Loss:

12.1 Delivery Confirmation and Ownership:

• The delivery confirmation date provided by the Supplier is an estimate and does not include transit time. The Supplier must make a reasonable effort to deliver the goods by the specified date in the Purchase Order. The Buyer assumes ownership and risk of loss once the goods are delivered to the specified location. This ensures that the Buyer has clear expectations for ownership transfer and responsibility.

12.2 Supplier’s Responsibility for Packaging and Shipping:

• The Supplier is responsible for packaging and shipping the goods according to applicable industry standards, ensuring that the goods arrive in good condition. Title and risk of loss for the goods transfer to the Buyer upon delivery or acceptance, whichever occurs first. This clause clarifies the Supplier’s responsibility for handling goods before delivery.

12.3 Delayed Delivery or Damaged Goods:

• If delivery is delayed due to the Supplier’s actions, the Buyer has the right to reject the goods or services, request replacements of equal quantity and quality, or cancel the Purchase Order. In cases where the goods are lost or damaged before title transfers, the Supplier must bear the cost of replacement or refund. This ensures the Buyer is protected from poor delivery performance.

12.4 Late Delivery and Replacements:

• If goods or services are delivered late, the Buyer can purchase replacements from an alternate supplier at the Supplier’s cost. This gives the Buyer the flexibility to maintain their operations without bearing the financial burden of delays.

13. Shipping Terms:

13.1 Delivery Location and Shipping Responsibility:

• Shipments will be made to the Buyer’s designated delivery location as outlined in the Purchase Order. Unless specified otherwise, the shipping term will be “Ex-Works” (Incoterms 2010), meaning that the Buyer assumes responsibility for shipping costs and risks once the goods are made available to the carrier at the Supplier’s premises. This means the Buyer will be responsible for arranging and paying for shipping from the Supplier’s location.

13.2 Packaging Responsibility:

• The Supplier is responsible for ensuring the goods are properly packaged to prevent damage during transit. If the goods are damaged due to improper packaging, the Supplier will be held responsible for the cost of replacement and any related handling expenses incurred by the Buyer. This ensures that the goods reach the Buyer in good condition, protecting both parties from shipping-related losses.

14. Inspection, Rejection, and Acceptance:

14.1 Right to Inspect and Reject:

• The Buyer has the right to inspect goods or services before or after delivery. If the goods do not conform to the specifications outlined in the Purchase Order, are defective, or are otherwise unsatisfactory, the Buyer can reject them. This right to reject exists at any stage of the process, ensuring the Buyer is not bound to accept non-conforming products.

14.2 Collection of Rejected Goods:

• If goods are rejected, the Supplier must promptly arrange for the collection of the rejected goods at their expense. If the Supplier does not collect the rejected goods within a specified time (e.g., [X] days or weeks for bulky items), the Buyer has the right to dispose of the goods without liability. This clause protects the Buyer from holding onto goods they have rejected.

14.3 Ongoing Obligation for Conformity:

• The Buyer’s inspection or acceptance of goods does not waive the Supplier’s obligations. If defects are discovered later, the Buyer still retains the right to reject the goods or services. This ensures that the Supplier remains liable for delivering goods that meet the agreed-upon standards.

14.4 Return and Replacement of Defective Goods:

• If goods are defective, they shall be returned to the Supplier at the Supplier’s cost for replacement or refund. The Supplier will also provide credit for any scrap realization of rejected materials. This ensures that the Buyer is compensated for defective products.

14.5 Acceptance of Goods:

• Acceptance of goods shall be deemed to occur within a certain number of days after delivery unless the Buyer notifies the Supplier in writing that the goods do not conform to the agreement. This provides the Buyer with a clear timeframe to inspect and accept goods.

15. Return of Defective Goods:

15.1 Notification of Defects:

• The Buyer must notify the Supplier of any defects in goods within a specified time frame after receipt (e.g., [X] days for visible defects, or within [12] months for hidden defects). If defects are not reported within this time, the goods will be considered accepted by the Buyer. This clause ensures timely communication of defects to avoid disputes over acceptance.

15.2 Return of Defective Goods:

• Defective goods must be returned to the Supplier, with the Supplier bearing the cost of return shipping. If the goods cannot be replaced, the Supplier is obligated to issue a refund. This protects the Buyer from financial loss due to defective products.

15.3 Rectification of Defects:

• If goods are defective, the Buyer may request the Supplier to rectify the defects at the Supplier’s cost, including any additional inspection or rectification costs incurred by the Buyer. This ensures that the Supplier takes responsibility for fixing defects in the goods.

16. Cancellation and Changes to Orders:

16.1 Right to Cancel or Modify Orders:

• The Buyer can cancel or change the Purchase Order at any time before delivery without incurring cancellation fees. Any changes to the price, delivery date, or other terms of the Purchase Order must be agreed to in writing by the Buyer. This provides the Buyer with flexibility in managing orders.

16.2 Cancellation After Supplier Costs Incurred:

• If the Buyer cancels the order after the Supplier has incurred non-recoverable costs, the Supplier may request reimbursement for those costs. However, the Supplier must notify the Buyer in writing before the cancellation occurs. This ensures that the Supplier is compensated for any irrecoverable costs they may have incurred.

17. Force Majeure:

17.1 Exemption from Liability:

• Neither party shall be held responsible for failure to perform its obligations under this Agreement if such failure is due to a force majeure event. This includes, but is not limited to, natural disasters, war, pandemics, government restrictions, or any other event beyond the reasonable control of the affected party. This ensures that the parties are not penalized for events that are outside their control.

17.2 Notification and Mitigation Efforts:

• If a force majeure event occurs, the affected party must promptly notify the other party in writing. Both parties are expected to make reasonable efforts to mitigate the effects of the event. If the event persists for a specified period (e.g., [X] days), either party may terminate the Agreement without liability. This provides a clear process for handling unforeseen events and allows both parties to exit the Agreement if the event causes prolonged disruption.

18. Dispute Resolution:

18.1 Negotiation and Arbitration:

• In the event of a dispute, both parties agree to attempt resolution through good-faith negotiations. If the dispute cannot be resolved through negotiation, the parties will submit the matter to arbitration or mediation in the specified jurisdiction, and the decision will be binding. This clause aims to resolve conflicts without resorting to lengthy legal battles.

18.2 Governing Law:

• The Agreement shall be governed by and construed under the laws of the United Kingdom. Any legal actions arising from this Agreement must be filed in the courts of London, United Kingdom. This ensures that the parties have clarity on the legal framework and venue in which disputes will be settled.

19. Payment Terms:

19.1 Dispute Resolution on Goods:

• If there are disagreements about the dimensions, weight, quality, finish, color, design, or heading of the goods, the Buyer must notify the Seller within 28 days of receiving the goods. However, this timeframe is not legally enforceable, which means that while the Buyer should notify promptly, this clause allows for flexibility in timing.

20. Payment Requirement:

• Payments must be made according to the terms set in the Purchase Order. If the Seller deems it necessary, they may request payment before delivery, especially if the Buyer’s creditworthiness or order value exceeds a predetermined limit. This protects the Seller in situations where there might be concern about payment security.

21. Invoice Requirements:

21.1 Invoice Details:

• Invoices must include the Purchase Order number, date, and a description of the consignment. This ensures that the invoicing is clear and traceable to specific orders.

21.2 Submission of Invoices:

• Invoices should be sent in duplicate to the Buyer’s Manager of Purchasing. This ensures proper handling of the invoice and can help prevent delays in processing.

21.3 Compliance with Tax Laws:

• Invoices must comply with local tax laws and include details such as unit prices, quantities, serial numbers, and the completion date of any services provided. This ensures that all invoicing is legally compliant.

22. Invoice Payment Period:

22.1 Payment of Undisputed Invoices:

• All properly submitted and undisputed invoices must be paid within 60 days from the Buyer’s receipt of the invoice. This establishes a clear timeframe for when payments are expected, providing both parties with a predictable schedule.

22.2 Disputed Invoices:

• In the event of a disputed invoice, the Buyer must notify the Seller promptly. This ensures that any disagreements over invoicing are addressed in a timely manner.

23. Currency:

• Payments must be made in the currency specified in the Purchase Order, ensuring that both parties are clear on the currency to be used for transactions.

24. Payment Method and Fees:

• The Buyer may choose the payment method, and they are responsible for covering any associated bank fees. This provides the Buyer with flexibility in how they wish to make payments but ensures they bear the cost of any related banking fees.

25. Single Consignment per Purchase Order:

• Each consignment must be linked to a single Purchase Order. This ensures that shipments are clearly associated with the appropriate order, avoiding confusion over multiple consignments or orders.

26. Deferred Payment:

• If deferred payments are agreed upon, they must be made within 30 days from the date the invoice is sent. A bank guarantee may be required if specified. This allows
• the Buyer some flexibility in payment but ensures that the Seller is protected by a guarantee.

27. Advance Payment:

• If an advance payment is agreed upon, it must be paid by the Buyer at least 15 days before the delivery date, unless otherwise stated in the Purchase Order. This ensures the Seller is secured financially before the goods are delivered.

28. Bank Fees:

• Any associated bank expenses or commissions related to the payment are the responsibility of the Buyer. This ensures that the Seller is not financially responsible for transaction costs.

29. Late Payment Interest:

• If the Buyer fails to make a payment on time, they must pay interest on the overdue amount. The interest is calculated daily at the statutory rate in the United Kingdom. This incentivizes timely payment and compensates the Seller for delays.

30. Consequences of Delayed Payment:

• The Seller may suspend deliveries and services if payments are overdue. If receivables remain unpaid for more than 30 days, the Seller has the right to terminate the contract. This provides the Seller with recourse if the Buyer fails to meet payment obligations.

31. Payment in Euros:

• Unless otherwise agreed, all payments should be made in Euros, regardless of the Buyer’s location. This ensures consistency in the currency used for payments.

32. No Set-Off:

• The Buyer may not withhold or set off any payments due under this contract without the Seller’s written consent. This clause protects the Seller from any unilateral deductions from payments.

33. Seller’s Set-Off Rights:

• The Seller may set off any amounts owed by the Buyer against amounts due from the Seller. This ensures that the Seller can offset any outstanding payments if they are owed amounts by the Buyer.

34. Warranty and Defects:

34.1 Warranty Period:

• The Seller guarantees that products will be free from defects for 12 months from the date of delivery. If a defect is discovered during this period, the Seller will either replace or repair the defective product at no additional cost to the Buyer.

34.2 Warranty Limitations:

• This warranty does not cover defects caused by:
  • Improper use or storage of the product by the Buyer.
  • Actions or damages caused by third parties (e.g., mishandling or external damage).
  • Non-compliance with the Buyer’s instructions or guidelines.

35. Exclusivity of Warranty:

• This warranty is exclusive, meaning it replaces any other legal guarantees. The Buyer cannot claim damages or loss of profits related to defective goods beyond the terms outlined in this warranty.

36. Notification of Defects:

• If the Buyer discovers any defects in the products, they must notify the Seller immediately. The Seller will then choose to either repair, replace the defective item, or issue a full refund.

37. Repair or Replacement:

• Any repaired or replaced products will be covered by a new 12-month warranty, which will start from the date of the repair or replacement. This ensures the Buyer receives protection on the repaired or replacement goods for the same period.

38. Representations and Warranties of the Seller:
39. Seller’s Authority:

• The Seller warrants that they have the legal right to sell the goods and perform the services as promised. All goods will meet the specifications set out in the Purchase Order, and all items will be new, unused, and not infringe on any intellectual property rights.

40. Additional Warranties:

• These warranties are in addition to any other express or implied warranties and will survive delivery, performance, inspection, acceptance, or payment by the Buyer. This provides the Buyer with ongoing protection, regardless of other stages of the transaction.

41. Defective Product Resolution:

• In the event of a defect, the Seller will, at their own expense, take the following actions:
  • Replace or repair the defective item.
  • Accept the return of the defective product and issue a full refund.
  • Meet any other reasonable requirements the Buyer has regarding the defective item. This ensures the Seller takes full responsibility for defective products.

42. Exclusivity of Services:
43. Non-Compete for Seller’s Personnel:

• For 12 months after completing services for the Buyer, the Seller agrees not to assign employees who performed services for the Buyer to similar projects for a competitor within the same industry. This is subject to local law and is intended to protect the Buyer from potential conflicts of interest.

44. Advertising and Use of Trademarks:
45. No Unauthorized Advertising:

• The Seller is prohibited from advertising or promoting that they are providing services to the Buyer or using the Buyer’s trademarks without the Buyer’s prior written consent. This ensures that the Buyer’s branding and reputation are protected.

46. Governing Law and Jurisdiction:
47. Applicable Law:

• The terms of this Agreement shall be governed by the laws of the United Kingdom. This provides clarity on the legal framework under which the contract will be enforced.

48. Jurisdiction:

• Any disputes arising under this Agreement shall be resolved in the courts of the United Kingdom. This ensures that any legal issues will be addressed within a specified jurisdiction, providing consistency for both parties.
• 49.TERMINATION.

50. Buyer’s Right to Terminate:

• The Buyer may terminate any Order by providing written notice to the Seller if the Seller fails to comply with any material terms of the Purchase Order or violates any applicable provisions. If such failure is not remedied within thirty (30) days after receiving notice from the Buyer, the Buyer may proceed with termination. Additionally, the Buyer may terminate the agreement if the Seller:
  • Files for bankruptcy or faces any bankruptcy-related claims.
  • Violates privacy regulations.
  • Attempts to transfer any rights or obligations without prior written consent from the Buyer.

51. Buyer’s Unilateral Right to Terminate:

• The Buyer has the right to cancel any Order, in whole or in part, by providing thirty (30) days’ written notice to the Seller. This cancellation will be without liability, except for payments owed for products and services delivered up until the date of cancellation. If the agreement is terminated, the Buyer is prohibited from reselling the products covered by the Purchase Order.

52. Termination and Confidential Information:

• Upon termination of the Order, all Confidential Information exchanged between the Supplier and the Buyer must cease to be disclosed or used, except as required by law. This ensures the confidentiality obligations are upheld even after the contract ends.

53. Survival of Obligations:

• Obligations incurred by the parties before the termination date will remain in effect. Additionally, provisions that naturally survive termination, such as confidentiality, indemnification, and ownership rights, will continue to be enforceable after the termination of the Order.

54. Independent Contractor Services:
55. Independent Contractor Status:

• Both parties agree that the Supplier is an independent contractor. Neither party has the authority to bind the other to any legal or financial obligations. This ensures that the Supplier operates independently and is not considered an employee of the Buyer.

56. Supplier’s Responsibility for Expenses:

• The Supplier is responsible for bearing all costs and expenses incurred while performing duties under the Purchase Order. This includes, but is not limited to, costs for supplies, equipment, and labor.

57. Ownership and Intellectual Property:

57.1 Ownership of Work Products:

• All work products and goods developed or delivered under this Purchase Order, including documentation, user manuals, and any related intellectual property, will be the exclusive property of the Buyer. The Supplier agrees to irrevocably assign to the Buyer all rights, title, and interest in such work products as soon as they are created or delivered.

58. Pre-existing Intellectual Property:

• The Supplier retains ownership of any pre-existing intellectual property (IP) used to fulfill the Purchase Order. However, the Supplier grants the Buyer a non-exclusive, perpetual license to use any such IP that is necessary for the Buyer’s intended use of the delivered goods or services.

59. Tools and Equipment:

• Any tools, equipment, or materials provided to the Supplier by the Buyer will remain the sole property of the Buyer. This ensures that the Buyer retains ownership of any assets given to the Supplier for performing the contract.

60. Indemnity:

60.1 General Indemnification:

• The Seller agrees to indemnify and hold harmless the Buyer, its affiliates, officers, directors, and employees from any claims, lawsuits, liabilities, damages, losses, or expenses (including legal fees) arising from:
  • Defects in the goods or services provided by the Seller.
  • Third-party claims related to the infringement of intellectual property rights by the Seller’s goods or services.
  • Non-compliance with applicable laws, regulations, or standards, including privacy laws.
  • Negligence, misconduct, or willful misconduct by the Seller, its agents, or employees.

60.2 Third-Party Claims of Infringement:

• If the Seller’s goods or services are found to infringe upon a third party’s intellectual property, the Seller shall, at their own cost, take one of the following actions:
  • Substitute non-infringing goods that are functionally equivalent.
  • Modify the goods to eliminate the infringement while maintaining the same functionality.
  • Obtain the necessary rights for the Buyer to continue using the goods or services. If none of these options are feasible, the Seller must refund all amounts paid by the Buyer for the infringing goods or services.

60.3 Injury or Damage Indemnity:

• The Seller will indemnify the Buyer from any liability, claim, or expense arising from injury, death, or property damage caused by the Seller’s work. This indemnity will not apply in cases where the claim arises from the Buyer’s gross negligence.

61. Insurance:

61.1 Minimum Insurance Requirements:

• The Seller is required to maintain adequate commercial liability insurance, including general liability, auto liability, and workers’ compensation, with the following minimum coverage amounts:

61.2 General Liability:

• $2,000,000 per occurrence, $3,000,000 aggregate.

61.3 Auto Liability:

• $1,000,000 per accident.

61.4 Workers’ Compensation:

• As required by applicable state law.

61.5 Employer’s Liability:

• $1,000,000 per accident for injury, sickness, or death.

61.6 Additional Coverage:

• The Seller must maintain insurance for property damage, including coverage for any new property supplied or used by the Seller, up to $250,000 per occurrence, with a deductible not exceeding $5,000.

61.7 Buyer as Additional Insured:

• The Buyer will be named as an additional insured on the Seller’s general liability insurance policy. The policy must provide coverage for the Buyer’s interests in case of damage or injury arising from the Seller’s actions.

61.8 Proof of Insurance:

• The Seller must provide proof of insurance to the Buyer within ten (10) days of a written request. The insurance provider should have a minimum rating of A- (or equivalent) by a recognized agency. The Seller must notify the Buyer of any material changes to the insurance policy at least thirty (30) days before the changes take effect.

61.9 No Waiver of Responsibilities:

• The purchase of insurance does not relieve the Seller from any obligations or liabilities under this Agreement. The Seller remains fully responsible for fulfilling its contractual duties.

62. Dispute Resolution:

62.1 Mediation and Arbitration:

• Disputes arising out of or relating to this Agreement must first be attempted to be resolved through good-faith mediation. If mediation fails, the dispute will be submitted to binding arbitration according to the rules of the American Arbitration Association (AAA), conducted in [specified location]. The arbitrator’s decision is final and binding.

62.2 Legal Fees:

• The prevailing party in any legal action or arbitration proceeding is entitled to recover reasonable attorneys’ fees and costs.

63. Miscellaneous:

63.1 Force Majeure:

• Neither party will be held liable for failure or delay in performance due to causes beyond their reasonable control, such as natural disasters, war, strikes, or government regulations.

63.2 Governing Law:

• This Agreement is governed by and construed in accordance with the laws of the state of [State], without regard to its conflict of laws principles.

63.3 Entire Agreement:

• This Agreement, including any attachments or addenda, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, or agreements.

64. Warranty / Guarantee:

64.1 Compliance and Quality:

• The Seller warrants that all goods sold under this contract will comply with the specifications, drawings, models, or descriptions provided by the Buyer. The goods will be of commercial quality, free from defects.

64.2 Suitability:

• The Seller guarantees that the products are suitable for the intended use, as specified by the Buyer.

64.3 Warranty Period:

• The warranty period is defined by applicable law, or if not specified, the warranty will last for [X] years from the delivery date. The warranty period will be extended if the Buyer cannot fully use the product during the original warranty period due to a defect or failure.

65. Compliance with Laws:

• The Seller agrees to comply with all applicable laws, rules, and regulations, including product safety, labor, and environmental standards.
• Upon the Buyer’s request, the Seller must provide a statement of origin for all goods to comply with customs laws.
• The Seller agrees not to offer inducements to any government employee or official in connection with the contract.
• The Seller must refrain from unlawful, unfair, or misleading activities and will obtain all necessary licenses and certifications.
• The Seller must adhere to the Buyer’s Code of Ethics and Business Conduct.

66. Intellectual Property:

• All materials (drawings, designs, etc.) provided by the Buyer to the Seller are the Buyer’s exclusive property and cannot be used for purposes other than fulfilling the contract.
• The Seller agrees not to claim any intellectual property rights over Buyer-provided information unless necessary to protect the Seller’s patent rights.
• Any use of Buyer’s trademarks requires prior written approval.
• The Seller must indemnify the Buyer against any intellectual property infringement claims.
• The Seller must assign all rights in any “work-for-hire” to the Buyer.

67. Supplier Quality and Development; Inspection:

• The Seller agrees to comply with the Buyer’s quality standards. The Buyer reserves the right to inspect the Seller’s premises and goods to ensure compliance.
• Seller’s cooperation in the Buyer’s quality and development programs is required, but inspections do not constitute acceptance of goods or waive the Buyer’s right to reject non-conforming goods.

68. Force Majeure:

• The Buyer will not be held liable for delays or non-performance due to external factors like natural disasters, government actions, strikes, or other unforeseen events. In these cases, the Buyer may request an extension of the performance timeline but will not penalize the Seller for the delays.

69. Insolvency:

• In the event of the Seller’s insolvency, bankruptcy, or the appointment of a receiver or trustee, the Buyer may immediately terminate the contract without penalties.

70. Termination for Breach or Non-performance:

• If the Seller fails to meet contract terms, the Buyer may issue a written notice specifying the breach. The Seller has 30 days to remedy the breach. If not remedied, the Buyer may terminate the contract without liability.

71. Termination for Convenience:

• The Buyer can terminate the contract for any reason by providing 30 days’ written notice. The Buyer will pay for goods/services already delivered but will not be liable for lost profits or overhead costs.

72. Subcontracting and Assignment:

• The Seller cannot subcontract any part of the contract without the Buyer’s prior written consent, which cannot be unreasonably withheld.
• The Seller remains responsible for all obligations under the contract, even if tasks are subcontracted.

73. Inducements:

• The Seller must not offer or accept inducements that could influence the Buyer’s employees or compromise the integrity of the contract. Violation of this provision may lead to contract termination and legal consequences.

74. Breach of Order:

• If there is a breach of contract, the Buyer will notify the Seller and give them a chance to remedy the breach within 30 days. If not remedied, the Buyer may cancel the order and seek damages.

75. Arbitration and Governing Law:

• Disputes under the contract shall be resolved through arbitration, governed by the laws of [specified jurisdiction]. For international contracts, a neutral jurisdiction will be chosen.

76. Confidentiality:

• The Buyer agrees to keep the Seller’s proprietary and confidential information strictly confidential and will return or destroy such information upon termination of the contract, providing certification of the destruction/return.

77. Data Protection and Compliance:

• The Seller agrees to comply with all applicable data protection laws, including GDPR if applicable, ensuring that any personal data processed under the contract is handled securely.

78. Severability:

• If any provision of this contract is found to be invalid, the remainder of the contract remains in effect. The invalid provision will be replaced with a valid provision that closely reflects the original intent.