PURCHASE ORDER TERMS AND CONDITIONS:
THESE TERMS AND CONDITIONS (“TERMS”) SHALL CONSTITUTE A PART OF THIS OFFER BY ZIPPO MANUFACTURING COMPANY OR ANY OF ITS SUBSIDIARY COMPANIES, INCLUDING BUT NOT LIMITED TO W.R. CASE & SONS CUTLERY COMPANY OR NORTHERN LIGHTS ENTERPRISES, INC. (“BUYER”) TO PURCHASE THE GOODS (“GOODS”) OR SERVICES (“SERVICES”) (IF ANY) SPECIFIED ON THIS PURCHASE ORDER (“ORDER”) FROM THE PARTY TO WHOM THE ORDER IS ADDRESSED (“SELLER”), AND ANY ACCEPTANCE OF THIS ORDER SHALL BE DEEMED TO BE GIVEN SUBJECT TO THESE TERMS. THESE TERMS PREVAIL OVER ANY TERMS OR CONDITIONS CONTAINED IN ANY DOCUMENT ISSUED BY SELLER IN CONNECTION WITH THIS ORDER, AND ACCEPTANCE OF THE ORDER IS EXPRESSLY CONDITIONED UPON ACCEPTANCE OF ALL THESE TERMS. ANY CONTRARY TERMS IN ANY SELLER DOCUMENT ARE DEEMED TO BE MATERIAL AND ARE REJECTED. IF THE PARTIES HAVE ENTERED INTO A SEPARATE WRITTEN CONTRACT FOR THE SALE OF GOODS HEREUNDER, IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS OF SUCH CONTRACT AND THE TERMS AND CONDITIONS OF THESE TERMS, THE TERMS AND CONDITIONS OF THE CONTRACT SHALL CONTROL. THESE TERMS APPLY TO ANY REPAIRED OR REPLACEMENT GOODS OR SERVICES PROVIDED BY SELLER HEREUNDER. SPECIFIC TERMS INSERTED BY BUYER INTO THE ORDER DOCUMENT SHALL PREVAIL OVER CONTRARY TERMS HEREIN.
ACCEPTANCE AND TERMINATION
This Order is not binding on Buyer until Seller accepts the Order in writing. Buyer may withdraw the Order at any time before it is accepted by Seller. Buyer may terminate this Order, in whole or in part, at any time and for any reason for undelivered Goods on five (5) days' prior written notice to Seller. Buyer may terminate this Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms. If Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then Buyer may terminate this Order upon written notice to Seller. If Buyer terminates the Order, Seller's sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination. No change to this Order is binding upon Buyer unless it is in writing, specifically states that it amends this Order, and is signed by an authorized representative of Buyer.
COMPLIANCE WITH THE LAW
Seller is in compliance with and shall comply with all applicable laws, regulations and ordinances, including but not limited to laws related to product safety, environmental, labor, and anti-corruption/anti-bribery. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Order. Seller shall comply with all export and import laws of all countries involved in the sale of Goods under this Order. Seller assumes all responsibility for shipments of Goods requiring any government import clearance.
Buyer shall have the right to inspect Goods on or after the Delivery Date (as defined below). Buyer may reject or revoke its acceptance of any Goods which do not strictly conform to specifications or are more or less than the quantity of the Goods ordered, and such Goods may be returned at Seller's risk and expense. If Buyer rejects any portion of the Goods, Buyer has the right to: (a) rescind the Order in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require prompt replacement of the rejected Goods at the Seller’s expense. If Buyer accepts the delivery of Goods at an increased or reduced quantity to the quantity ordered, the Price for the Goods shall be adjusted on a pro-rata basis.
All Goods shall be packed for shipment according to Buyer's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Packing slips must accompany each case, parcel or container, showing the Buyer's order number, item number, and a complete description of its contents. Seller shall deliver the Goods in the quantities and on the date(s) specified in this Order (the "Delivery Date"), in accordance with the terms on the face of this Order and to the address listed on this Order (“Delivery Location”). Timely delivery of the Goods is of the essence. If a tender of conforming Goods is not made by the Delivery Date, Buyer can cancel this Order or any unfilled portion thereof, and Seller shall hold harmless Buyer against any loss, cost or expense directly attributable to Seller's failure to deliver the Goods on the Delivery Date. Seller shall promptly notify Buyer in writing of any anticipated delay in Delivery Date, and Buyer reserves the right to require Seller to expedite delivery at Seller's expense. Title passes to Buyer upon delivery of the Goods to the Delivery Location. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location. Buyer shall not be obliged to return to Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.
The price specified on this Order shall constitute the purchase price for the Goods and shall include all fees and costs related to the Goods including but not limited to packaging, transportation, insurance, and taxes. The price includes all federal, state and local taxes imposed upon or on account of such sale, and Seller shall pay any taxes. If price is omitted on this Order, the price shall be the lower of the last quoted price, the last price actually paid or the prevailing market price of the Goods. Seller shall issue an invoice to Buyer on or any time after the completion of delivery of the Goods to Buyer. Unless specified to the contrary on the face of this Order, Buyer shall pay all properly invoiced amounts due to Seller within 45 days after the later of delivery of all Goods or Buyer's receipt of such invoice, except for any amounts disputed by Buyer in good faith. All payments hereunder will be in US dollars unless specified to the contrary on the face of this Order. Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller.
Seller warrants to Buyer that all Goods and Services will: (a) be new, unused and free from any defects in workmanship, material and design; (b) conform to applicable specifications; (c) be safe and fit for the purpose for which they ordinarily are intended and also for any use specified by Buyer and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests or other encumbrances; (f) comply with all laws, statutory requirements and regulations relating to the manufacture, sale, content or labelling of the Goods or warnings related thereto or to the delivery of the Services, conform with all applicable Federal and State laws including but not limited to those pertaining to labeling, packaging, labor or occupational health and safety standards, and conform to all applicable industry standards or guidelines; and (g) not infringe or misappropriate any third party's patent or other intellectual property rights. Seller further warrants that any Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for Buyer to expect in the circumstances. These warranties shall survive any delivery, inspection, acceptance or payment of or for the Goods by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity.
Tools, including dies and patterns, owned by the Buyer and held by the Seller must be repaired, renewed, replaced and fully insured by the Seller at Seller’s expense against possible loss or damage. Changes must be approved by Buyer. When the cost of tools involved in the manufacture of Goods is included in the price per unit or separately billed, such tools become the property of Buyer upon the payment thereof, unless otherwise specifically agreed to. All tooling owned by Buyer shall be marked as such and shall not be mixed with the property of Seller. Upon demand by Buyer, Seller will deliver all or any of such tools, including dies and patterns, to Buyer, at Seller's expense.
Seller shall, at its own expense, defend, indemnify and hold harmless Buyer, its officers, agents, employees, successors, affiliates, assigns and users of the Goods (collectively, “Indemnitees”) from and against any and all loss, injury, death, damage, liability, claim, including reasonable attorney and professional fees and costs (collectively, "Losses") arising out of or in connection with: (a) the Goods or Services; (b) Seller's negligence, willful misconduct, or breach of these Terms; (c) any claim that an Indemnitee's use, possession or sale of the Goods or any part contained therein infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party; or (d) any act or omission of any of the Seller's personnel or representatives in connection with the performance of the Services. If this Order requires Seller to perform, in whole or in part, on Buyer’s premises, Seller will indemnify, defend and hold harmless Buyer from and against any Losses of any nature arising or claimed to arise out of such performance by Seller.
During the term of this Order and for a period of thirty-six (36) months thereafter, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability and products completed operations) in a sum no less than US$1,000,000 per occurrence and US$3,000,000 (or equivalent in Seller’s currency) in the aggregate and worldwide defense and claim coverage, with financially sound and reputable insurers. Upon Buyer’s request, Seller shall provide Buyer with a certificate of insurance from Seller's insurers evidencing the insurance coverage specified in this Order. Each certificate of insurance shall evidence that Buyer is as an additional insured under all applicable policies. Seller shall provide Buyer with thirty (30) days' advance written notice in the event of a cancellation or material change in Seller's insurance policy. Seller’s insurance shall be primary and non-contributory, and except to the extent prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer's insurers and Buyer and the Indemnitees.
All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, USA, without giving effect to any choice or conflict of law provision. Any action or proceeding arising out of or relating to this Order shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Pennsylvania, in each case located in or with jurisdiction over the County of McKean, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Seller will not, directly or indirectly, pay, offer, authorize or promise any monies or anything of value (such as gifts, contributions, travel, or entertainment) to any person or organization (including any employee or official of any governmental authority, government-owned or controlled entity, public international organization or political party; any candidate for political office; or any of Buyer’s employees) for the purpose of improperly influencing their acts or decisions in violation of any applicable anti-bribery or anti-corruption laws, including the United States Foreign Corrupt Practices Act (“FCPA”), laws issued under the Organisation for Economic Co-operation and Development Anti-Bribery Convention, and local anti-corruption laws (collectively, “Anti-Corruption Laws”). Seller will take appropriate actions to ensure that any person representing or acting under its instruction or control (“Seller’s Agents”) will also comply with this Order.
Seller will comply in all respects with the Zippo Global Anti-Corruption Policy, which is available at https://www.zippo.com/pages/purchasing (hard copy available on request), and fully incorporated herein by reference. No part of the payment of any amounts payable under this Order will be distributed to any of Buyer’s employees or their family members.
Except as disclosed in writing to Buyer (in a questionnaire response or otherwise), Seller represents that it does not have any reason to believe that there are any potential conflicts of interest regarding its relationship with Buyer, such as family members who could potentially benefit from the commercial relationship established by this Order; and neither Seller, nor any of Seller’s Agents, have any family members who are government officials or political party candidates in a position to influence Seller’s commercial relationship with Buyer. Seller will maintain complete and accurate books and records in accordance with generally accepted accounting principles in Seller’s jurisdiction, consistently applied, properly and accurately recording all payments made by Seller or Seller’s Agents in performance of this Order or related to it, and any commission, compensation, reimbursement, or other payment made by or on behalf of Buyer to Seller or Seller’s Agents. Seller will maintain a system of internal accounting controls reasonably designed to ensure that it maintains no off-the-book accounts and that its assets are used only in accordance with its management directives.
Seller will, when and as may be requested by Buyer from time to time, provide Buyer with a written certification in form and substance satisfactory to Buyer that Seller is in compliance with this Order. Buyer will not be required under any circumstances to take any action or make any payments that Buyer believes, in good faith, would cause it or its affiliated companies to be in violation of any Anti-Corruption Laws. If Buyer at any time believes, in good faith, that a breach of any of the representations, warranties, and covenants in this Order has occurred or may occur, Buyer may withhold any commission, compensation, reimbursement, or other payment until such time as Buyer has received confirmation to its reasonable satisfaction that no breach has occurred or will occur. Buyer will not be liable to Seller for any claim, losses, or damages whatsoever related to Buyer’s decision to withhold any commission, compensation, reimbursement, or other payment under this provision. Any breach of the warranties, representations or covenants in this Order will constitute grounds for immediate termination of this Order for cause by Buyer and no commission, compensation, reimbursement or other payment will be due to Seller. Seller will indemnify and hold Buyer harmless against any actions, legal claims, demands, proceedings, losses, damages, costs, expenses and other liabilities of whatever nature resulting from Seller’s breach of the representations, warranties and covenants contained in this Order. Seller will notify Buyer promptly if (i) Seller or any of Seller’s Agents have reason to believe that a breach of this Order has occurred or is likely to occur; or (ii) if any conflicts of interest arise after the performance of this Order, including if any of Seller’s Agents or their family members become a government official or political party candidate in a position to influence the Seller’s commercial relationship with Buyer. Seller will send all such notices to Legal Department at email@example.com.
APPLICATION OF LABOR AND EMPLOYMENT STANDARDS
Seller will comply with Buyer’s Code of Conduct, which is available at https://www.zippo.com/pages/purchasing (hard copy available on request), and fully incorporated herein by reference.
Upon request, Seller shall provide to Buyer current, complete and accurate information regarding Goods and Seller’s compliance with laws and the terms of the Order, including but not limited to regulatory compliance and safety information and any related certifications, and Seller shall provide prior written notice if the content or the manufacturing processes of the Goods are changed or if applicable laws or regulations are updated or changed in a manner that affects any previously provided information or certifications.
Seller shall not, either during or after the term of this Order, manufacture any other products or merchandise utilizing Buyer’s name and/or marks or the name or marks of its affiliated companies. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by an authorized officer of the party so waiving. No failure to exercise, or delay in exercising, any rights or remedy arising from the Order shall be construed as a waiver thereof. All non-public, confidential or proprietary information of the Buyer disclosed by Buyer to Seller in connection with the Order is confidential, solely for the use of Seller in performing the Order and may not be disclosed or copied or used for any other purpose. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. The relationship between the parties is that of independent contractors. If any term or provision of this Order is held to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Order or invalidate or render unenforceable such term or provision in any other jurisdiction. If the Goods are to be delivered, or the Services are to be performed, by installments, the Contract will be treated as a single contract and not severable.