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| Supplier Terms & Conditions: |
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TERMS AND CONDITIONS - (Wherever used in this order the term “Buyer” shall
mean Waterloo Industries, Inc., the term “ Seller” shall mean Supplier,
the term “Provision” or “Provisions” shall mean any and all terms, drawings,
specifications, formulas or other provisions contained in this order or
in any document referred to herein; wherever used in this order, the word “Article” or “Articles” shall
mean any and all material, equipment, service or other supplies ordered
hereunder.) Can be found on Web Site [www.waterlooindustries.com]. |
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(A) |
(1) |
The prices for the Articles are Seller’s lowest prices currently
in effect. Should any lower price for any Article or any better terms be
quoted to any of Seller’s customers prior to completion of this order,
Seller will promptly notify Buyer and, thereupon such lower price or better
terms will apply to this order, provided that the granting of such lower
price to Buyer would not be in violation of the law. |
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(2) |
The prices for the Articles include all federal, state and local taxes
from which Seller cannot obtain exemption. The amounts of any such taxes
shall be shown separately on Seller’s
invoice. |
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(3) |
No charges will be allowed for transportation, boxing, crating or other
packaging unless set forth in this order. |
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(B) |
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No charge, modification or rescission of this order or of any Provision
shall be effective except by writing signed by duly authorized representatives
of Seller and Buyer, provided,
however, that Buyer shall have the right, by giving written notice to Seller
signed by an authorized purchasing representative, to change, modify, rescind,
or to terminate on reasonable
notice, this order or any Provision. Upon receipt of any such notice, Seller
shall proceed to perform under this order as altered by said notice and
shall deliver to Buyer, within fifteen (15)
days of receipt of said notice, a statement showing the effect. If any,
of said notice upon the cost of, or the time required for, performance
of this order, and an equitable adjustment in the
contract price or delivery schedule, or both shall be made for any such
effect. |
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(C) |
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Seller will indemnity and hold harmless Buyer, its successors, assigns,
customers and users, and the directors, officers and employees of each
of them from any and all loss, damage,
injury, liability, claim, suit, costs and expenses (including reasonable
attorney’s fees) on account of any claim, suit, action or proceeding
for infringement or violation of trademark,
copyright or patent in the manufacture, sale or use of any Article, or
arising, or claimed to arise, out of the breach by Seller of its warranties
and representations herein or any other
obligation of Seller hereunder. If this order requires performance by Seller,
in whole or in part, upon Buyer’s premises, Seller will indemnify
and hold harmless buyer from any and all loss,
damage, injury, liability, claim, suit, costs and expense (including reasonable
attorney’s fees) of any nature arising, or claimed to arise, out
of such performance by Seller. |
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(D) |
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Seller shall not disclose or permit to be disclosed this order, any information
concerning it or the contents of any Provision to any person to whom such
disclosure is not necessary in
connection with the performance of this order without Buyer’s written
approval. All property, including artwork, furnished hereunder by Buyer
shall be confidential, shall be and remain
Buyer’s property and, together with all copies thereof, shall be
returned to Buyer or destroyed as specified hereunder. |
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(E) |
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No right or obligation under this order shall be assigned by Seller without
the prior written consent of Buyer. |
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(F) |
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The Articles and all parts, material, work and workmanship entering into
performance of this order shall be subject to inspections, tests, and count
by Buyer at all reasonable times and
places, whether during or after manufacture or delivery. If in any way
an Article or the Articles shall be defective or shall not conform to the
Provisions, or with standard specifications if no
specifications are set forth in the Provisions, Buyer, in addition to any
and all rights and remedies it may have, may revoke its acceptance of or
may reject any or all of the Articles. Upon
such revocation or rejection, Buyer may return, at Seller’s expense,
any or all of the Articles or require prompt correction or replacement
at Seller’s expense. |
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(G) |
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Seller expressly warrants that all Articles and all materials parts,
work and workmanship entering into performance of this order will conform
to the Provisions, and that the Articles will be
merchantable, of good workmanship and material, and free from defect. Such
warranties shall survive inspection, test, acceptance and payment. Seller
warrants that any food, drug or
cosmetic supplied pursuant to this order is not at the time of shipment
adulterated or misbranded within the meaning of the Federal Food, Drug,
and Cosmetic Act of 1938, as amended. |
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(H) |
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Seller warrants that in the fulfillment of this order and in the production
of the Articles, no federal, state or municipal law, ordinance, rule or
regulation applicable thereto was or will be
violated, and that the Articles covered hereby were or will be produced
I compliance with all applicable requirements of Section 6,7 and 12 of
the Fair Labor Standards act as amended,
and of regulations and orders of the United States Department of Labor
issued under Section 14 hereunder, and the Occupational Safety and Health
Act of 1970 and all applicable rules,
regulations and standards issued pursuant thereto. |
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(I) |
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Seller warrants that all Articles which are chemical substances, or,
if the Articles are not chemical substances, Seller warrants that all chemical
substances comprising the Articles, shall
be, at the time of sale and the Buyer’s receipt, on the then current
list of chemical substances published by the Administrator of the Environmental
Protection Agency pursuant to Section
8 of the Toxic Substances Control Act. |
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(J) |
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If any delivery is, or is threatened to be delayed, Seller shall promptly
give notice to Buyer’s purchasing Department of such delay or threatened
delay, together with all relevant
information with respect thereto. No such notice shall relieve Seller of
any duty thereunder. |
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(K) |
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In the event Seller (1) fails to make any delivery within the time specified,
(2) fails to perform or so fails to make progress as to endanger performance
in accordance with the Provisions,
or (3) become insolvent or the subject of proceedings under any law relating
to bankruptcy or relief of debtors, then Buyer may cancel the whole or
any part of this order without prejudice
to any rights it may have against Seller under law and without liability
on its part for such termination or cancellation. To the extent not so
terminated or cancelled, Seller shall continue
performance of this order. Seller’s time of delivery and performance
in accordance with the Provisions are the essence of this order. |
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(L) |
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No waiver by Buyer of any Provision or of any obligation of Seller shall
constitute waiver of any other Provision or of any other of Seller’s
obligations or any part thereof. No delay or
failure on the part of Buyer in exercising any rights under this order
and no partial or single exercise thereof shall constitute a waiver of
such rights. |
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(M) |
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Seller assumes all risk of loss or damage (1) to all Articles, work in
process, materials and other property of Buyer or Seller entering into
performance of this order and to third persons
and their property, until the acceptance by Buyer of all the Articles;
(2) to any property received by Seller from, or held by Seller or its supplier
for the account of, Buyer and (3) to any
Articles, or part thereof rejected by Buyer or as to which Buyer has revoked
its acceptance, from the time of such rejection or revocation. |
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(N) |
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This order and its performance shall be construed in accordance with
and governed by the law of the State of Iowa as if this order were executed
and performed entirely within the State
of Iowa. |
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(O) |
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Buyers may from time to time be considered a government contractor subject
to the federal regulations referenced below, therefore, any Seller which
is a ‘subcontractor’ to Buyer, as
defined in and for purposes of the relevant federal regulations (“Subcontractor”)
agrees during the performance of this order as follow: |
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EO 11246 |
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(1) |
The equal opportunity clause (“E.O. Clause”) required of
government contractors and subcontractors under Executive Order No. 11246
of September 24, 1965 as amended (“E.O.
11246”) and as set forth in Federal regulations promulgated under
E.O. 11246 (41 C.F.R. Section 60-1.4(a) is incorporated by reference in
this order as provided by 41 C.F.R. Section 60-
1.4(d). This E.O. Clause includes Subcontractor’s commitments of
non-discrimination and affirmative action regarding employment decisions;
posting of notices; certain statements in
advertisements: notice to unions; compliance with E.O. 11246 and its implementing
regulations, and penalties for noncompliance; furnishing information and
reports: and inclusion by
Subcontractor of these E.O. Clause commitments in its subcontracts or purchase
orders. The full text of the E.O. Clause is set forth in Buyer’s
Form AT 1518 Agreement and Certificate
of Compliance – EEO and Related Matters (“Certificate of Compliance”),
referred to below at subparagraph (10). |
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(2) |
Subcontractor will certify upon request that it requires its own subcontractors
to comply with paragraphs (1) through (7) of the E.O. Clause unless the
value of its subcontract or purchase
order is exempt under the rules, regulations, or orders of the Secretary
of Labor issued pursuant to Section 204 of E.O. 11246. (E.O. 11246, Sections
(202 & 204)) |
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(3) |
Subcontractor shall file complete and timely reports on Standard Form
100 (EEO-1), as required by Federal Regulations, (41 C.F.R. section 60-1.7(a)(1)). |
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(4) |
Subcontractor certifies, as required by Federal regulations (41 C.F.R.
Section 60-1.9), that it does not and will not maintain or provide for
its employees any segregated facilities. The full
text of this certification is set forth in the certificate of compliance,
referred to below at subparagraph (10). |
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Rehabilitation and Veteran's Acts |
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(5) |
The affirmative action clauses required pursuant to regulations issued
under Section 503 of the Rehabilitation Act of 1973 (regarding the handicapped),
29 U.S.C. Section 793 (41 C.F.R.
Section 60-741.4), AND SECTION 402 of the Vietnam Era Veteran’s Readjustment
assistance Act of 1974 (regarding veterans), 38 U.S.C. Section 2012 (41
C.F.R. Section 60-250.4),
are incorporated herein by reference as provided by those regulations (41
C.F.R. Section 60.741.22 and 41 C.F.R Section 60-250.22, respectively).
These clauses include
Subcontractor’s commitments of non-discrimination, affirmative action,
compliance with law and penalties for noncompliance, posting of notices,
notification to unions, and inclusion of the
clauses in subcontracts and, in the case of veterans, to listing of openings
and reporting requirements. The full texts of these clauses are set forth
in the Certificate of Compliance,
referred to below at subparagraph (10). |
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Small Business Act |
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(6) |
It is the policy of the United States, as expressed in the Small Business
Act, 15 U.S.C. Section 637 (d), that small business concerns (‘SBC’)
and small business concerned owned and
controlled by socially and economically disadvantaged individuals (‘SBCO’0
shall have the maximum practicable opportunity to participate in performing
contracts let by any Federal
agency. The terms SBC and SBCO as well as the requirements of 15 U.S.C.
Section 637 (d), are more fully set forth in the Certificate of compliance,
referred to below at subparagraph
(10). |
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(7) |
Subcontractor hereby agrees to carry out this policy in the awarding
of subcontracts to the fullest extent consistent with efficient contract
performance. Subcontractor further agrees to
cooperate in any studies or surveys as may be conducted by the United States
Small Business Administration or the awarding agency of the United States
as may be necessary to
determine the extent of compliance with this clause. |
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(8) |
Subcontractor acting in good faith may rely on written representations
by one of its subcontractors regarding its status as either and SBC or
an SBCO. |
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(9) |
Subcontractor agrees to require all subcontractors (except SEC’s)
that receive subcontracts in excess of $500,000 to adopt a subcontracting
plan similar to the plan required by the
clause at 48 C.F.R. Section 52.219-9 |
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General |
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(10) |
If it has not already done so, Subcontractor agrees to file with buyer
an executed copy of Buyer’s Certificate of Compliance, which fully
sets forth the various clauses referred to above as
being part of this order. |
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(P) |
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Unless otherwise stated herein, each article must comply in all respects
with any sample thereof shown to Buyer. 4/89
F-740-016 |
