H L BORDEN, LLC (“H L BORDENT”) SUPPLIER PURCHASE ORDER
TERMS & CONDITIONS
Each PO shall be deemed accepted by Supplier if any shipment of Products is made, performance of services commences or if the PO is signed by Supplier.
Supplier will not reject a PO unless it has provided at least thirty (30) days prior written notice that it will no longer accept a PO after a specified date.
Supplier agrees that all PO’s received from H L BORDEN must be acknowledged by approved electronic methods.
Supplier agrees that payment terms for all Products shall be as negotiated and agreed upon by both Supplier and H L BORDEN; and may be contingent on payment from a H L BORDEN customer. Payment of Supplier invoices shall be in accord with the agreed upon payment term and commences only upon full and complete receipt of all lines and quantities as specified in the Purchase Order(s). Incomplete shipments of Purchase Orders will delay invoice payment.
As a Supplier partner to H L BORDEN, Supplier agrees to continuously strive to procure and provide products whose wood fiber is sourced only from legally harvested, well managed, and sustainable forests. Upon request, Supplier shall provide written certification of its compliance with applicable laws and such other documentation as to the origin of its products and/or sustainability efforts as may be required by H L BORDEN or H L BORDEN’s customer(s).
Supplier shall remain in compliance with the most recent version of the H L BORDEN Supplier Code of Conduct, found here: ADD LINK TO THE CODE.
At H L BORDEN ’s request, Supplier must provide the most recent product catalog in an excel spreadsheet to its assigned representative from ’s Sourcing Department (“H L BORDEN Representative”).
Supplier must submit a volume shipped report to its H L BORDEN Representative every quarter. Reports may also be requested by the H L BORDEN Representative at any other time.
H L BORDEN expects all employees and Suppliers to conduct themselves and associated business transactions with the highest levels of honesty, integrity and ethical behavior. As such, all incentive programs, rewards, trips, gifts, etc. must have the appropriate sourcing management approval prior to acceptance or participation.
H L BORDEN may terminate all or part of any order issued hereunder at any time prior to shipment by providing written notice to Supplier. Such termination shall be without cost, expense or liability to Supplier; provided however that if the order includes any custom or special order items that cannot reasonably be resold by Supplier to other customers, and if fabrication has already commenced or cannot be terminated without additional out of pocket cost to Supplier, then H L BORDEN shall, at its election, either (i) pay the reasonable out of pocket costs incurred by Supplier to cancel or terminate such custom or special order, or (ii) pay the specified price for such items and take delivery thereof as scheduled. Notwithstanding the foregoing, if H L BORDEN terminates such order as the result of Supplier’s failure to meet the defined schedule, specifications or performance requirements for such order as established by H L BORDEN or H L BORDEN ’s customer, then H L BORDEN shall not be required to pay any such out of pocket or associated costs.
Supplier warrants and guarantees that the design, manufacture and packaging (including all weights, measures, signs, legends, descriptions, label warnings and disclaimers), pricing and other conditions of sale of the Products comply with all applicable federal, state, provincial, and local laws, codes, ordinances, rules, regulations and requirements of the country of origin, the country of transit, the jurisdiction of intended sale or use, all local certification standards and requirements and any other applicable country or jurisdiction. The inspection or approval by H L BORDEN of any of Supplier’s designs, materials or packaging shall not relieve Supplier from any of its warranty obligations and such warranties, representations and conditions shall survive inspection, installation and acceptance by H L BORDEN and H L BORDEN ’s customers. Supplier agrees that H L BORDEN may freely assign this warranty and any other warranty made by Supplier to H L BORDEN ’s customers who take ultimate ownership of the Products.
Supplier shall procure and maintain the insurance coverage detailed below in the forms and amounts described therein including without limitation commercial general liability insurance, products liability, completed operations and contractual liability coverage, in each case on an occurrence basis. Supplier shall issue (or direct its insurer or agent to issue) a broad form endorsement naming H L BORDEN as additional insured under the policies described herein. Supplier agrees that its insurance policy shall be the primary policy with respect to any loss. Supplier agrees to deliver to H L BORDEN by Supplier’s insurer a current certificate of insurance, including renewals before the expiration of the then-current coverage, evidencing the coverage required by these Terms and Conditions as well as H L BORDEN’s status as additional insured. Supplier further agrees that upon notice of a claim against H L BORDEN involving products or goods sold by Supplier to H L BORDEN, Supplier will immediately and without delay notify all applicable insurance carriers providing coverage for said claim. Thereafter, Supplier agrees to keep H L BORDEN fully informed of all activity, including but not limited to providing H L BORDEN with all correspondence, and action taken with regarding to any claim by any insurance carrier. In addition, Supplier shall provide, or require that its insurer shall provide, to H L BORDEN thirty (30) days prior written notice of non-renewal, cancellation or other change in coverage which may impair or otherwise affect DECK AND
To the maximum extent permitted by applicable law, Supplier shall indemnify, defend and hold harmless H L BORDEN and its affiliates, subsidiaries, directors, officers, employees and agents, from any and all claims, lawsuits, fines, losses, civil penalties or actions, costs, liabilities, damages and expenses (including attorneys’ fees) incurred or to be incurred, which may be brought against H L BORDEN by any person, corporation, government, government agency, class or any other entity whatsoever, arising or alleged to have arisen out of (a) the death or injury to any person (including any employee or agent of Supplier) or property damage which resulted or is alleged to have resulted from any acts or omissions of Supplier, its employees and agents, contractors, subcontractors and/or any other persons for whose conduct it may be or is alleged to be legally responsible or from the merchandise or its marketing, sale, rental or use, (b) the failure of Supplier to fully comply with any warranties, guarantees, or representations of Supplier hereunder, including the failure of Supplier to comply with all applicable laws, (c) any breach or alleged breach of this Agreement, (d) the Products, or (e) the infringement of any patent, design, trade name, trademark, copyright, trade secret or any other right or entitlement of a third party.H L BORDEN shall cooperate in the defense of any claim for which indemnity is sought under these Terms and Conditions. Supplier shall maintain control of the defense of any action brought pursuant to this section, but Supplier agrees to comply with the following requirements in connection with the conduct of the defense of any claim in which H L BORDEN has been named a party: (1) Supplier shall choose defense counsel that is reasonably satisfactory to H L BORDEN and (2) Supplier shall use reasonable efforts to keep H L BORDEN informed of all material information pertaining to the claim. Supplier shall not enter into any settlement or compromise of the claim that would result in injunctive relief, financial liability or the admission of liability by H L BORDEN without first obtaining H L BORDEN ’s prior written consent. If H L BORDEN determines that separate counsel is appropriate, H L BORDEN will be entitled to retain separate counsel at Supplier’s expense.
Supplier shall, as part of each request for payment and/or invoice (other than the initial request for payment and/or invoice), furnish claim releases and lien waivers with respect to all materials supplied through the date of the immediately preceding request for payment and/or invoice in the form required by the H L BORDEN and the contract documents for the applicable Project.
A default by Supplier on or under an Order with H L BORDEN may constitute a default on any other Order with H L BORDEN , such determination to be made by H L BORDEN in its sole discretion. Subcontractor expressly agrees that H L BORDEN may retain and offset monies due and owing from Subcontractor to H L BORDEN under an Order on any other Order between H L BORDEN and Subcontractor.
Any and all taxes, fees, imposts, or stamps, required by state, federal, local governments, or any such governmental authority in the selling, transferring, or transmitting of Goods to H L BORDEN shall be paid and assumed by Supplier. The Supplier indemnify H L BORDEN against all such taxes including penalties and interest that are claimed from H L BORDEN .
H L BORDEN shall not be bound by any assignment of any Order by Supplier unless H L BORDEN has consented prior thereto in writing.
In the event the Consumer Product Safety Commission or other federal, state, or local agency (the “Commission”) issues an order pursuant to any consumer protection law (hereinafter referred to as the “Act”) requiring either H L BORDEN or Supplier to recall, replace, repair or make refunds with respect to all or part of any Goods (a “Recall”), Supplier shall do so at its expense (including without limitation, reimbursements to H L BORDEN for its “out-of-pocket” expenses) in a reasonable manner. Supplier shall notify H L BORDEN within three (3) days of its receipt or knowledge of a recall notice or order.