Suppliers Standard Terms And Conditions of Purchase

Specification; Pricing:

All goods and services furnished shall strictly conform to the specifications, descriptions, and warranties set forth in such Purchase Order or any written specifications provided by Summit Truck Bodies to its suppliers. No increases in the price specified in the Purchase Order shall be made or accepted. No change in a Purchase Order shall be made except:

  • Upon written application to, and subsequent written authority by, Summit Truck Bodies.

OR

  • Upon receipt of a Change Order or a revised specification from Summit Truck Bodies.

Time and Place of Delivery; Summit Truck Bodies’ Inspection; Product Acceptance:

  • Delivery shall be made as specified in the Purchase Order. In the event of failure to deliver at the time and place specified, Summit Truck Bodies reserves the right to reject goods and to cancel all or any portion of a Purchase Order.

 

  • If a supplier is required to provide Material Safety Data Sheets, Material Test Reports, or Certificates of Conformance, they will be delivered to Summit Truck Bodies prior to, or at the time of delivery of the product. All goods shall be received subject to Summit Truck Bodies’ inspection and acceptance procedures and subject to Summit Truck Bodies maintaining the right to reject and return at supplier’s expense goods that fail to conform strictly to the requirements of the applicable Purchase Order.

 

  • All items, products, goods, and materials are subject to inspection and testing by Summit Truck Bodies at Summit Truck Bodies’ manufacturing facility.

Title; Risk of Loss:

Unless otherwise specified in the Purchase Order, title and risk of loss of any goods sold shall transfer to Summit Truck Bodies at the time the goods are delivered to Summit Truck Bodies’ manufacturing facility.

Packing, Marking, and Invoicing:

  • A packing list shall be included with each shipment. Two copies of supplier’s invoices, together with original bills of lading, properly signed by the carrier’s representative, shall be forwarded to Summit Truck Bodies at the time of delivery or not later than the day after shipments are made.

 

  • Individual invoices shall be issued for each separate shipment.

 

  • Charges for packaging, boxing, crating, or cartage shall be as specified in the Purchase Order. All invoices, packing lists, and bills of lading shall clearly reference Summit Truck Bodies.

 

  • Purchase Order number and supplier’s packing slip number.

Payment; Waiver of Liens:

Payment will be made following receipt and acceptance of the goods and with the receipt of all documentation required by the applicable Purchase Order. The supplier shall furnish to Summit Truck Bodies any analysis or breakdown of the price that Summit Truck Bodies may reasonably request. The Purchase Order shall not be filled at prices higher than last quoted or charged by the supplier, except as expressly agreed to by Summit Truck Bodies. As a condition to any payment hereunder, the supplier shall furnish to Summit Truck Bodies, upon request, an executed waiver of liens and claims in a form reasonably satisfactory to Summit Truck Bodies. The supplier agrees to indemnify, defend and hold harmless Summit Truck Bodies from and against any and all liens and encumbrances arising out of the supplier’s performance of the Purchase Order, or arising out of any claim for payment by any laborer, subcontractor, or supplier of the supplier.

Supplier’s Warranties:

The supplier expressly warrants that after Summit Truck Bodies accept the supplied products, that for a period of one year, or for such longer period as may be expressly provided for on the applicable Purchase Order or under applicable law, all items, goods or services, covered by the Purchase Order and supplied by the supplier shall:

  • The products or items shall strictly conform to the supplier’s specifications, drawings, samples, and other written materials and descriptions, or, to the extent the goods were purchased to Summit Truck Bodies’ specifications and drawings as set forth or referred to in this Purchase Order, that the goods strictly conform with those specifications and drawings.

 

  • The products or items shall be free from design, material, and workmanship defects.

 

  • The products or items shall be of merchantable quality and suitable for the particular purposes intended, whether expressly or reasonably implied.

 

  • The products or items shall bear all warnings, labels, and markings required by applicable laws and regulations.

 

  • None of the products, goods, or items covered in the Purchase Order are misbranded or adulterated to the extent subject to the laws prohibiting adulteration or misbranding.

 

  • All goods covered by the Purchase Order may be introduced into interstate commerce without violating applicable laws and regulations.

 

  • All products, goods, items, and services shall be performed in a good and workmanlike manner; and that all goods and services furnished or rendered pursuant to the Purchase Order have been produced, sold, delivered, or rendered to Summit Truck Bodies in compliance with all applicable laws and regulations.

Summit Truck Bodies’ Remedies:

Summit Truck Bodies’ acceptance of all or any part of the products, items, goods, or services provided shall not be deemed as a waiver of the products, items, goods, or services to conform to all of the warranties set forth in Paragraph 7. Summit Truck Bodies retains the right to cancel any portion of the remaining order, reject any portion of the products, items, goods, or services delivered, and reject and return any portion of the products, items, goods, or services previously accepted.

If the supplier becomes insolvent or makes an assignment for the benefit of creditors or files for bankruptcy, Summit Truck Bodies shall have the right to cancel any outstanding Purchase Orders immediately and pursue other remedies under the applicable Purchase Order or applicable law.

Patent, Copyrights, Trademarks:

The supplier warrants that the goods furnished under or used in connection with the Purchase Order, except those furnished according to Summit Truck Bodies’ specific design, or to Summit Truck Bodies express or reasonably implied intended use, do not and will not infringe on any patent, copyright, trademark, trade secret or other proprietary rights of any third party. If any claim, suit, or proceeding is made or instituted against Summit Truck Bodies alleging any such infringement, the supplier shall indemnify, defend and hold Summit Truck Bodies harmless from and against any damages, liabilities, judgments, costs, and expenses; including without limitation reasonable attorney’s fees it may incur in connection with any such claim, suit or proceeding.

Insurance for Summit Truck Bodies’ Equipment:

While Summit Truck Bodies’ tools, designs, fixtures, molds, other equipment, or property remain in a supplier’s possession, all such property shall be insured by the supplier at his own cost and expense for their full insurable value against loss by theft, fire and other hazard included in extended coverage insurance. In the event of any loss, the insurance proceeds shall forthwith be paid over to Summit Truck Bodies. At Summit Truck Bodies’ request, the supplier shall furnish Summit Truck Bodies with policies or certificates of such insurance.

Ownership of Equipment:

Any tools, designs, jigs, fixtures, molds, or other equipment specified on a Purchase Order, or required by the supplier for the performance of this order, whether standard or special, and paid for by the Summit Truck Bodies, shall remain Summit Truck Bodies’ property, and shall be subject to immediate recall by the Summit Truck Bodies at any time by written notice to the supplier. All such property or equipment while in the supplier’s possession and utilized in the manufacture of products for Summit Truck Bodies shall be fully maintained by the supplier at the supplier’s expense.

Laws and Regulations:

The supplier warrants that all goods provided under a Purchase Order have been produced and all services performed in compliance with:

  • All applicable federal, state, and local laws, ordinances, codes, rules, regulations or standards, The Fair Labor Standards Act

 

  • Those pertaining to the manufacture, labeling, invoicing, and sale of such goods or services.

 

  • Laws pertaining to environmental protection, immigration, employment, and occupational safety and health.

Confidentiality:

Suppliers directors, officers, employees, and agents shall not disclose to any third party any information it obtains pertaining to the products, items, goods, or services provided or performed that pertain to Summit Truck Bodies’ business or its operations without the prior written consent from Summit Truck Bodies authorized representative.

Right of Access:

The terms to the right of access are as follows:

  • Summit Truck Bodies’ designated employees, agents, or contractors shall have access to the supplier’s locations for the purpose of confirming the supplier’s performance regarding the PO requirements.

Purchase Order Retention:

The supplier shall retain Summit Truck Bodies Purchase Orders for a minimum of one year or a longer period as may be expressly provided on the applicable Purchase Order.

Governing Law; Jurisdiction; and Venue:

The Purchase Order shall be governed by the laws of the State of Colorado without reference to conflict of laws principles. The parties hereby submit to the exclusive jurisdiction of the federal and Colorado State courts located in Adams County, Colorado, in connection with any dispute related to the Purchase Order or any of the matters contemplated hereby or thereby. Each Party irrevocably consents to the personal jurisdiction of such courts and irrevocably waives any objection that such Party may now or later have based on venue or forum non conveniens. Notwithstanding the foregoing, Summit Truck Bodies may bring an action in replevin, trespass, detinue, trover, or any similar action in any jurisdiction in which any of Summit Truck Bodies’ property or equipment subject to such action is located.

Attorney Fees, Costs, and Expenses:

In the event of litigation relating to the Purchase Order, the substantially prevailing party shall be awarded its reasonable attorneys’ fees, costs, and expenses (including, but not limited to, expert fees and expenses) incurred in connection with such litigation.

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