Supplier Terms & Conditions
These Terms and Conditions govern the purchase of products and services (collectively, “Products”) by Stephen Gould Corporation (“SGC”) from the supplier (“Supplier”) identified on the purchase order to which these Terms and Conditions are attached (“PO”). These Terms and Conditions take precedence over conflicting provisions in any other agreement between Supplier and SGC and notice of objection to such conflicting terms is hereby given. Supplier’s acceptance of the PO or commencing production of the Products constitutes acceptance of these Terms and Conditions. Any terms or conditions contained in any acknowledgement, invoice, or other communication unilaterally issued by Supplier shall not in any way govern or affect the contractual relationship between SGC and Supplier.
All POs placed by SGC shall be in writing. The PO shall state: (i) the specifications; (ii) purchase price; and (iii) time and date of delivery, of the Products. No alteration or variation of a PO shall apply unless agreed in writing by both Supplier and SGC; provided, however, SGC reserves the right to require modifications to Products before delivery, provided that SGC makes appropriate modifications to the purchase price and delivery terms to accommodate such changes.
The purchase price for the Products are those prices specified in the PO and may be invoiced after acceptance of the Products by SGC. Payment shall be paid within 60 days of the date of invoice, in U.S. Dollars, unless otherwise expressly agreed to in writing.
Supplier shall be liable for the cost of delivery of the Products and shall reimburse SGC for such costs upon request, to the extent that such costs are paid by SGC. All Products will be subject to SGC’s inspection and acceptance within 30 days of delivery. SGC may reject any Product that is not in conformity with the specifications. Products not accepted within the inspection period shall be deemed to be rejected by SGC. Title and risk of loss to the Products shall pass to SGC upon acceptance by SGC. The time of delivery specified in the PO is of the essence.
Supplier warrants good title to the Products free of liens will be transferred to SGC and that the Products will: (i) conform to the specifications; and (ii) be free of defects in materials and workmanship. Supplier commits to supplying Products: (i) in compliance within “accepted quality levels” of 2 %; and, (ii) with no more than +/- 5% quantity variances. SGC may return non-conforming Products to Supplier, at Supplier’s expense. If Products are not in conformity with this warranty, at SGC’s option, Supplier shall either: (i) replace or rework the non-conforming Products, within the normal lead times; or (ii) refund the purchase price to SGC. This warranty shall remain in place for one year from the date of acceptance by SGC.
Supplier will comply with all regulatory, quality control and documentation requirements applicable to the Products. Supplier shall be responsible for all costs of complying with such requirements.
INTELLECTUAL PROPERTY. Supplier agrees that all intellectual property provided by SGC is the exclusive property of SGC. Supplier grants SGC an irrevocable, non-exclusive license to use the intellectual property of Supplier solely in connection with the Products.
Supplier shall not disclose or use any trade secrets or other confidential or proprietary information, of SGC or its customers except to the extent that is necessary to fulfill the PO and these terms and conditions. Supplier may receive or have access to “personal information” subject to various privacy laws. Supplier shall: (i) keep such personal information confidential; (ii) not retain, use or disclose such personal information except to the extent such use is necessary to fulfill its obligations under the PO and these Terms and Conditions; (iii) comply with all laws applicable to such personal information; and (iv) comply with SGC’s requests for Supplier to identify or delete such personal information.
SGC may terminate a PO at any time for any or no reason, upon written notice to Supplier. Upon receipt of such notice, Supplier shall immediately discontinue work on such PO and deliver all finished Products and work in progress to SGC. Supplier shall be: (i) paid the purchase price for the finished Products accepted by SGC; and (ii) reimbursed for its reasonable and documented cost of the work in progress.
Supplier shall be excused from performance of a PO during the period that Supplier is prevented from fulfilling its obligations due to acts of God, riot, war or strike, changes in law or government priorities, fires, strikes, floods, or acts of terrorism. If such period extends for more than 90 days, SGC may terminate the PO without cost or expense to SGC.
Supplier shall indemnify SGC and its affiliates, and hold SGC and its affiliates harmless, from claims for damages caused by or relating to the Products, except to the extent that such claims arise from SGC’s gross negligence or intentional misconduct.
INSURANCE. Upon acceptance of the PO and each insurance renewal, Supplier shall provide SGC with a Certificate of Insurance evidencing: (i) Commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (ii) Umbrella liability insurance with limits of not less than $5,000,000 per occurrence and annual aggregate; (iii) Auto liability insurance with limits of not less than $1,000,000 per occurrence; (iv) Worker’s compensation insurance as required by law in the states where the Supplier provides services; (v) Cyber liability insurance with limits of not less than $2,000,000 per occurrence and annual aggregate; (vi) Professional liability (E&O) insurance, with limits of not less than $2,000,000 annual aggregate All policies must name SGC as an additional insured and include a waiver of subrogation in favor of SGC. Insurance carriers must be admitted in the United States and rated A- or better by A.M. Best Company. Supplier shall provide SGC 30 days prior written notice of cancellation, material change or lapse of coverage. Additional limits of insurance and/or policies m ay be required based on services or products to be provided by Supplier.
Disputes between SGC and Supplier regarding these Terms and Conditions or a PO shall be resolved: (i) by arbitration in Morris County, New Jersey, pursuant to the arbitration rules of the American Arbitration Association; and (ii) in accordance with New Jersey law excluding conflict of law principles. The prevailing party in any such arbitration shall be entitled to recover its attorneys’ fees, costs and expenses incurred in such action, from the non-prevailing party. The award rendered by the arbitrators shall be final and non-appealable and may be entered in accordance with applicable law in any court having jurisdiction thereof. The parties irrevocably consent to such jurisdiction. The Supplier and SGC waive any rights they have to a trial by jury in any disputes which arise from these Terms and Conditions.
These Terms and Conditions, as supplemented by the PO, are the sole and complete agreement between SGC and Supplier with respect to the Products being purchased and supersedes any and all other oral and written understandings with respect to such subject matter. The PO shall take precedence over any inconsistent provision of these Terms and Conditions. No amendment to, or modification or waiver of, any provision of these Terms and Conditions or a PO shall be binding upon the parties unless set forth in a written document signed by both parties.