TERMS & CONDITIONS
MAPTECH PACKAGING LLC
PURCHASE ORDER TERMS & CONDITIONS
THESE TERMS AND CONDITIONS FORM A PART OF THE AGREEMENT BETWEEN MAPTECH PACKAGING LLC (“MAPTECH”) AND SELLER (DEFINED BELOW), AND ARE A PART OF ALL PURCHASE ORDERS (OR SIMILAR DOCUMENTS) DELIVERED BY MAPTECH. MAPTECH’S DELIVERY OF ANY PURCHASE ORDER IS EXPRESSLY LIMITED TO THESE TERMS AND CONDITIONS, AND ANY PURPORTED DELIVERY OF ANY PURCHASE ORDER ON ANY TERMS AND CONDITIONS THAT ARE DIFFERENT OR ATTEMPT TO MODIFY, SUPERSEDE, SUPPLEMENT OR OTHERWISE ALTER THESE TERMS AND CONDITIONS WILL NOT BE BINDING UPON MAPTECH, REGARDLESS OF WHEN SUCH TERMS AND CONDITIONS ARE PROVIDED TO MAPTECH AND WHETHER OR NOT MAPTECH SEPARATELY REJECTS THE SAME. ANY DIFFERENT OR ADDITIONAL TERMS AND CONDITIONS SHALL NOT BE EFFECTIVE OR BINDING UPON MAPTECH UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OF MAPTECH.
“Buyer” as used herein shall mean MAPtech.
“Seller” as used herein shall mean the vendor of goods purchased and delivered to Buyer.
“Products” as used herein shall mean all articles, materials, work or services to be furnished by Seller under this order.
Any of the following shall constitute Seller’s unqualified acceptance of this order: (i) acknowledgment of this order; (ii) furnishing of any Products under this order; (iii) acceptance of any payment under this order, or (iv) commencement of performance under this order.
Additional or different terms or conditions proposed by Seller shall be void and of no effect unless accepted in writing by Buyer. No change in, modification of, or revision to this order shall be valid unless in writing and signed by Buyer.
Packing And Shipping
All material shall be suitably packed, marked and shipped as designated by Buyer in accordance with the requirements of common carriers in a manner to secure lowest transportation cost, and no additional charge shall be made to Buyer for delivery unless otherwise stated herein.
Delivery for all Products shall be FCA Seller’s facility (Incoterms 2020) unless otherwise designated by Buyer. Cash discount terms must be shown on all invoices.
Transportation must be prepaid on all shipments to which delivered price applies.
Charges for prepaid transportation must be substantiated by attaching the original transportation bill to the invoice, receipted by the carrier.
This order may not be filled at prices higher than those last charged or quoted for the same material without notification and acceptance by Buyer of the advanced prices.
No charges for packing, packaging, or drayage will be accepted except by express agreement to such charges.
Drafts against Buyer will not be honored, nor C.O.D. shipment accepted, except by express agreement to that effect.
Quality Control & Inspection
Seller shall provide and maintain a quality control protocol acceptable to Buyer. During performance of this order, Seller’s quality control and manufacturing processes are subject to review, verification and analysis by Buyer.
All Products ordered may be subject to: (i) inspections, verification, or testing during the period of manufacture; (ii) inspection or verification prior to shipment; and (iii) final inspection and acceptance at destination, notwithstanding any prior payment or inspection and acceptance. If this order is placed in support of a contract between Buyer and a higher tier contractor, such inspection and verification rights shall extend to the higher tier contractor. If any inspection or test is made on the premises of Seller or its lower tier suppliers, Seller shall, without additional charge to Buyer, provide and shall require its lower tier suppliers to provide all reasonable facilities and assistance for the safety and convenience of Buyer or inspector in the performance of their duties.
Buyer may reject and hold at Seller’s expense, subject to Seller’s reasonable disposal instructions, Products which do not conform to applicable specifications, drawings, samples or descriptions or which are defective in material, workmanship or design unless such design is Buyer’s detailed design. If within fifteen (15) days after Buyer has notified Seller of the rejected Products, Seller has not provided Buyer with reasonable disposition instructions, including agreement to pay expenses incurred by Buyer, Buyer may at its option continue to hold the rejected Products at Seller’s expense or return them to Seller’s facility at Seller’s expense. Without limiting any other rights, Buyer may, at its option, require Seller: (i) to repair or replace at Seller’s expense any Products or items thereof which fail to meet the requirements of applicable design, specifications, drawings, samples, descriptions, or other requirements of this order, or (ii) to refund the price of any such item. Previously rejected Products reworked to specifications, or replaced shall not be retendered to Buyer by Seller unless notification of such past rejection is submitted with the retender and Buyer has consented to such retender.
MAPtech will be excused from its contractual obligations to the extent that performance is delayed or prevented by any circumstances reasonably beyond its control or by fire, explosion, mechanical breakdown, strikes or other labor troubles, plant shutdowns, unavailability of or interference with the usual means of transporting the Products, unavailability of materials, or compliance with any law, regulation or request of any governmental authority. The occurrence of such a Force Majeure event shall act to suspend performance until the event has passed. Notwithstanding the foregoing, the duty of the Buyer to pay for Products received is never suspended by Force Majeure.
Use of Buyer's Data
Tooling And Material
Patent Indemnity, Trademarks And Copyrights
To the extent that the Products are produced to detailed designs not originated and furnished by Buyer or by a process or method, the use of which is not specifically directed by Buyer, Buyer shall have no responsibility to Seller for patent infringement and Seller guarantees that the sale or use of such Products or the use of such process or method hereunder will not infringe any United States or foreign patents, trademarks, or copyrights. Seller shall defend, indemnify and hold Buyer and its customers harmless from any loss, cost, damage, expense (including attorneys’ fees) or liability which may be incurred on account of infringement or alleged infringement of patent rights, trademarks or copyrights with respect to such Products, and defend, at its own expense, any action or claim in which such infringement is alleged by third parties.
Complaince With Laws
Complaince With Laws
Nondisclosure Of Information
The failure of Buyer in any one or more instances to insist on performance of any of the provisions of this order shall in no way be construed to be a waiver of such provisions in the future.
Setoffs And Conterclaims
Waiver Of Liens
Seller hereby waives and relinquishes all liens and claims statutory or otherwise which Seller now has or may hereafter have as a result of labor done and materials furnished by Seller or Buyer in performance of the order.
Buyer may terminate work under this order in whole or in part at any time by written, email or facsimile notice to Seller. Such notice shall state the extent and effective date of such termination, and upon receipt thereof Seller will, as and to the extent directed by Buyer, stop work under this order and the placement of further orders or subcontracts hereunder, terminate work under orders and subcontracts outstanding hereunder, and take any necessary action to protect property in Seller’s possession in which Buyer has or may acquire an interest.
If the parties cannot by negotiation agree within a reasonable time upon the amount of fair compensation to Seller for such termination, Buyer, in addition to making payment of amounts due for material delivered or services rendered prior to the effective date of termination, will pay to Seller the following amounts without duplication: (i) the contract price for all material or services which have been completed in accordance with this order and not previously paid for, and (ii) the actual costs incurred by Seller which are properly allocable or apportionable under recognized commercial accounting practices to the terminated portion of this order, subject to Seller’s obligation to use commercially reasonable efforts to mitigate any such costs.
Payments made shall not exceed the aggregate price specified in this order, less payments otherwise made or to be made.
With the consent of Buyer, Seller may retain, at an agreed price, or sell, at an approved price, any completed articles, or any articles, material, work in process or other things, the cost of which is allocable or apportionable to this order, and will credit or pay the amounts so agreed or received as Buyer directs. As directed by Buyer, Seller will transfer title to and make delivery of any such articles, and material or work.