Purchase Order Terms and Conditions for CLAAS Omaha Inc.
Definitions: As used herein, “the following terms have the meanings indicated:
1. "Items" means goods ordered by Buyer from Seller pursuant to a Purchase Order.
2. “Purchase Order” means a transmission by Buyer to Seller electronically through computer network or otherwise, by mail of hard copy, or by such other means as may be agreed (each a "transmission") containing a purchase order number. supplier code number, item number, identification or specification number, engineering change number or material code number and /or such other information evidencing an offer to Seller by Buyer relating to the purchase of goods.
3. “Purchase Order Release” means a Transmission specifying quantities and shipping or delivery dates.
4. “Purchase Order Revisions” means a Transmission revising the information contained in a Purchase Order.
Acceptance of Contract: Any purchase Order referencing these terms and conditions, is an offer to Seller by Buyer to enter into the purchase agreement it describes and such Purchase Order, these terms and conditions and any other specifications or requirements transmitted to Seller by Buyer in connection therewith shall be the complete and exclusive statement of such agreement. Seller shall be deemed to have agreed to the Purchase Order (including any specifications or requirements stated therein) and these terms and conditions when seller (I) executes and returns a signed writing indicating its intent to be bound by the Purchase Order, or (ii) delivers to Buyer any of the items ordered. Any items received by Buyer shall only be upon, the terms of the Purchase Order (including these terms and conditions), notwithstanding any terms contained in any quotation, acknowledgment, invoice, or other document issued by Seller, or Buyer’s act of accepting or paying for any shipment or any other act.
Entire Agreement; Governing Law: No agreement or understanding to modify or supplement any Purchase Order on these terms and conditions shall be binding upon Buyer unless it writing and signed by Buyer’s authorized agent. Any modifications proposed by Seller are not part of the agreement absent such written agreement. All specifications, drawings, and data submitted to Setter in connection with any Purchase Order are a part of the agreement of the parties relating to that Purchase Order. These terms and conditions and any Purchase Order shall be governed by and construed under the laws of the jurisdiction in which is located the office of Buyer issuing the Purchase Order. No remedy herein provided shall be deemed exclusive of any other remedy allowed by law or equity.
Quantities: Unless quantities and shipping schedules are specified, Purchase Orders are issued to cover the purchases of items described thereon for an indefinite period or until canceled, with shipping schedules and quantities to be determined by Buyer and indicated to the Seller via a Purchase Order Release.
Termination: Buyer may at any time terminate or suspend all or any part of undelivered items or quantities on any outstanding Purchase Order, Purchase Order Revision or Purchase Order Release. Seller agrees that any termination changes made in consequence shall be limited to costs of materials and labor incurred on items canceled prior to knowledge of their cancellations. Setter further agrees to take all steps reasonably possible to mitigate such changes.
Shipping Instructions:
1. Freight-All shipments must be made in accordance with the instructions shown on the Purchase Order or Purchase Order Revision, except that within the United States Parcel Service it available, should be used (prepaid or ‘Ship to’ location) the shipment is under 70 pounds. If a carrier or method of shipment issued that is not specified in the Purchase Order, a purchase Order Revision or in these terms and conditions without the advance approval of Buyer, Seller shall be debited for any increase in the cost of shipment.
2. Packing Slips- Seller shall include the Packing Slip in a waterproof envelope secured to a package on all shipments. The Packing Slip must show the Purchase Order No., Supplier Code No. and Item No. Quantity identification on or Specification No, and Engineering Change No, or Material code exactly as shown on the Purchase Order.
3. Shipping Notices-Seller shall send Buyer appropriate separate notice of shipment, including the same information as is contained on the Packing Slip plus all information relating to shipment date and handling.
4. Bills of Lading-Seller shall include the Purchase Order No. And the Supplier Code on all Bills of Lading.
Warranty: Seller, in addition to any express on implied warranties of additional scope given to Buyer by Seller or implied by law, hereby warrants that items furnished by Seller will be is full conformity with Buyer’s specifications, drawings and data, or Seller’s samples or representations, and will be free from defects in design (to the extent that Seller furnishes the design), materials and workmanship. Seller agrees that this warranty shall survive acceptance of the items. Seller shall be responsible for every claim of damage or injury that is based on a breach of foregoing warranty, and, at Buyer’s option. Seller shall handle any such claims on shall provide all reasonable assistance to Buyer in Buyer’s handling of such claims. Inspection: Items are subject to Buyer’s inspection, testing and approval. Buyer, at its option, may reject or refuse acceptance of items, which do not meet the requirements of the Purchase Order or any applicable warranty. Items rejected or not accepted by Buyer will be returned to Seller at Seller’s expense, and Seller agrees to refund to Buyer any payments (including but not limited to shipment expense) made by Buyer for such items. Payment by Buyer for any items shall not be deemed an acceptance thereof. Acceptance of any item shall not relieve Seller from any of its obligations, representations or warranties hereunder or pursuant hereto.
Early Shipments; Over shipments: On shipments made earlier than the period specified on the Purchase Order, Buyer, at its option, may refuse the items at Seller’s expense and/or withhold payment until the otherwise applicable payment date, Buyer may return over shipments to Seller at Seller’s expense. In either case, if Buyer so returns items, Seller’s account will be debited for the total amount of any invoice (including shipping expenses and taxes, as applicable) paid thereon.
Price, Payment Terms and Invoices: Seller represents that the price charged to Buyer for items is at least as low as the price charged by Seller to buyers of a class similar to Buyer under conditions similar to those specified in the Purchase Order and that prices comply with applicable government laws and regulations in effect at lime of quotation, sale or delivery. Seller agrees that any price reduction regarding are items that are implemented prior to shipment or rendering of such items will be applied to the Purchase Order for all shipments of items following such price reduction.
Unless otherwise specified thereon, prices quoted on any Purchase Order Revision include any and all charges for the ferns ordered (including but not limited to, any changes for boxing, packing, crating, cartage. taxes or other added charges). Where Buyer has agreed in writing to pay taxes relating to any Purchase Order applicable faxes shall be listed separately on the invoice. Buyer shall pay all invoices as set forth in Buyer’s then current Standard Settlement Schedule, a current version of which has been provided to Seller
Resale Certification: If a Purchase Order is marked “Resale”, Buyer certifies that items purchased there under are purchased for purpose of resale. Property Furnished lo Seller by Buyer: Except as specified below, all patterns, dies, molds, tools, models, jigs, core boxes, piece parts, samples, materials, drawings, specifications, test reports, technical material, advertising material, and any other personal property furnished to Seller by Buyer or specifically paid for by Buyer for use in performance of Purchase Order, shall be and remain the property of Buyer, shall be subject to disposition according to Buyer’s instruction, and shall be used only in filling orders from Buyer. Buyer shall bear the risk of any loss of such items not caused by Seller’s negligence or intentional misconduct. Any waste materials or by-products generated by or resulting from operations on, use of processing of materials furnished to Seller by Buyer, on materials specifically paid for by Buyer for use in performance of a Purchase Order, shall be and remain the property of Seller and shall not be subject to disposition according to Buyer’s instruction.
Proprietary Rights: Seller undertakes and agrees to defend at Seller’s own expense all suits, actions on proceedings brought against Buyer, and any at Buyer’s directors, officers, employees, agents, dealers, customers. or the users of any item purchased under a Purchase Order (each a ‘Person’) for actual or alleged infringement of any copyright, industrial design right, trade secret, United Stales or foreign letters patent or other proprietary rights because or on account of the use or sale of any such item alone or in combination with other items or materials, except such items that are requested by Buyer to be specifically constructed in exact accordance with Bayer’s designs or technical specifications which constitute the basis for such actual on alleged infringement, and in any other, and in any other than the above excepted situation. Seller further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suit, action on proceeding against any person.
Seller agrees to hold in confidence all information relating to Buyer’s products or operations obtained or created during performance of any Purchase Order. All technical information disclosed heretofore and hereafter by Setter to Buyer in connection with a Purchase Order is disclosed on a nonconfidential basis Seller grants to Buyer and its subsidiaries a paid-up, unrestricted and irrevocable license under any copyright for any work of authorship fixed in any tangible medium of expression (including, without limitations, drawings, prints, manuals and specifications) furnished under a Purchase Order.
Work on Buyers Premises: If a Purchase Order requires that Seller perform any work on Buyer’s premises, the following shall apply:
I. Seller agrees to indemnity, defend and hold harmless Buyer, Buyer’s subsidiaries, and their respective directors, officers, employees and agents. from and against any and all claims and demands (including costs, litigation expenses and counsel fees incurred in connection therewith) arising out of injury to, or death of any person whatsoever or injury or damage to property of any kind of whomsoever owned, or environment, arising out of the performance by Seller, Seller’s subcontractors or Seller’s agents of any work which is the subject of the Purchase Order.
2. Seller and its subcontractors, if any, at their sole costs, shall maintain insurance coverage as described below with insurance companies acceptable to Buyer The limits set forth are minimum limits and shall not be construed to limit Seller’s liability. All cost and deductible amounts shall be for the sole account of Seller or its subcontractors. All policies required by Buyer as an additional insured (per ISO Endorsement #CG 2026 or it equivalent) and waive subrogation rights in favor of Buyer, except policies providing statutory Workers’ Compensation and Professional Liability coverage. All policies required shall also be designed as primary coverage to any similar coverage carried by Buyer. and, at least seven (7) days prior to the start of work on Buyer’s premises. Seller shall submit copies of certificates of insurance and policies to: Claas Omaha INC. Attn: Purchasing Manager, 8401 South 132nd St. Omaha, NE 68138,
a, Worker’s Compensation and Employers’ liability Insurance providing benefits as required by applicable law with minimum limit of $1,000,000 per occurrence or limits set by applicable law, whichever is greater.
b. Commercial General Liability Insurance (Occurrence Coverage) including products, completed operations, contractual liability coverage of indemnities contained in this agreement (if applicable) and Contractor’s contingent liability for subcontractors with a minimum combined single limit of liability of $2,000,000 per occurrence for bodily injury or death and property damage.
c. Business Automobile Liability Insurance (Occurrence Coverage) for owned, non-owned, and hired automotive equipment with a minimum combined single limit 01 liability at $2,000,000 for each occurrence for bodily injury and property damage.
d. Umbrella/Excess Liability Insurance (Occurrence Coverage) will be required in excess of items (a) through (c) above, depending on the type of work performed or service provided; and
e, If scope of work includes design and/or engineering or other professional services, Claas Omaha INC. will have the option of not requiring an Errors or Omissions Liability policy with appropriate coverage.
3. All policies shall contain provisions that provide at least thirty (30) days prior written notice of any cancellation, non-renewal, on reduction in coverage to Buyer. Seller shall deliver Certificates of Insurance in a form satisfactory to Seller evidencing the existence of insurance required above.
4. Any policy of insurance as respects work to be performed under this Agreement and submitted by the Seller must be acceptable to Buyer. Insurers must have a minimum rating of AVII (A7) as evaluated by the most current A.M. Best Rating Guide. If the insurer has a rating less than AVII (A7), the Contractor must receive specific written approval from Buyer prior to proceeding.
5. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to Buyer.
6. Buyer shall not insure nor be responsible for any loss or damage to property of any kind owned or leased by Seller (including any subcontractor), its employees, servants, or agents.
7. Irrespective of these insurance requirements, the insolvency, bankruptcy, failure of any insurance company, or its failure to pay claim, does not waive any of these provisions. All the above described policies, together with all other insurance policies now owned or purchased in the future shall contain provisions wherein the insurance companies will have no night of recovery on subrogation against Buyer or any of its subsidiaries or affiliated companies, or against any of its officers, directors, employees, agents, consultants, or business invitees.
8. It is Seller’s responsibility to determine the adequacy of any subcontractors’ insurance and indemnification obligations.
Compliance with Laws; Government Procurement: Seller represents that it has complied, and during the performance of the Purchase Order will continue to comply with the provisions of all applicable laws and regulations from which liability may accrue to Buyer for any violation thereof and including but not limited to compliance with the Fair Labor Standards Act of 1938 as amended.
Items may be used by Buyer in fulfilling a U.S. Government prime on subcontract and may, therefore, be subject to the applicable Government Procurement Regulations including compliance with FAR 52 219-9(d)(9). In addition, there are hereby included herein the provisions of Section 202, Paragraphs (I) through (7), of Executive Order 11246 or any successor order (relating to equal employment opportunity) and the term ‘contractor’ as used therein shall refer to Seller. Where a purchase of items is for fulfillment of a specific U.S. Government prime or subcontract additional information, terms and conditions are included in an attached supplement to this Purchase Order.
QUALITY ALL PARTS SHALL COMPLY WITH RELEVANT CLAAS STANDARDS. INSPECTION REQUIREMENTS AN INITIAL SAMPLE INSPECTION REPORT SHALL BE SUBMITTED TO CLAAS OMAHA INC NO LATER THAN DELIVERY OF THE FIRST SHIPMENT. FIRST SHIPMENT MUST REPRESENT A SAMPLE OF ACTUAL PRODUCTION PARTS MANUFACTURED ON PRODUCTION TOOLING. SPECIAL SHIPPING ROUTING INSTRUCTIONS ALL COMMERCIAL TRUCK SHIPMENTS 70 LBS. OR LESS SHOULD BE SHIPPED UPS IF POSSIBLE. DATES THE MATERIAL MUST ARRIVE AT THE DESTINATION ON THE DATES INDICATED—PLEASE CONFIRM. IMPORTANT SEND INVOICE TO CLAAS OMAHA INC C/O ACCOUNTS PAYABLE DEPARTMENT.
Releaser: Vondra, Mike – Date: 16.05.2017 – Version 4.0
Printed copies of this document are not under control, CLAAS.com contains the controlled version.
Title: Purchasing – Purchase Order Terms and Conditions
