REVISED: JANUARY 28, 2019
ATTENTON: ALL SUPPLIERS TO AMAZING KOBOTIC INDUSTRIES INC.
PURCHASE ORDER TERMS AND CONDITIONS
- Agreement. By accepting this purchase order (“PO”), you agree to be bound by, and to comply with all terms and conditions of, this PO. References to “you” and “your” mean the supplier listed on the face of this PO. This PO is to be signed by you and emailed back to Amazing Kobotic Industries Inc. (AKI) within forty-eight (48) hours of receipt confirming your ability to meet scheduled deliveries. Absent such written acknowledgement, your full or partial performance under this PO will constitute acceptance of all of these terms and conditions. These terms and conditions apply to everything listed in this PO and constitute AKI’s offer to you, which AKI may revoke at any time before you accept it. TERMS AND CONDITIONS THAT ARE DIFFERENT FROM OR IN ADDITION TO THE TERMS AND CONDITIONS IN THIS PO, WHETHER CONTAINED IN ANY ACKNOWLEDGMENT OF THIS PO, OR OTHERWISE, WILL NOT BE BINDING ON AKI.
- Services. Unless otherwise specified in this PO, AKI will only be responsible for payment for hours actually worked by your employees, agents, contractors and subcontractors and will not be responsible for any other costs, expenses or amounts, including, without limitation, any amounts in respect of meals, accommodation, transportation, mileage, telephone charges, photocopying, travel time, stand-by time (such as weekend layovers near the job site) or incremental overtime rates.
- Approval and Inspection. Approval of all deliverables under this PO (“Deliverables”) will be based on inspection and/or testing by AKI at all times and places including the period of manufacture and in any event prior to final acceptance by AKI in order to assess work quality, conformance with specifications, and conformance with your representations, warranties and covenants under this PO. If any inspection or test is made on your premises or one of your sub-suppliers’, you will provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties at no additional charge. AKI failure to inspect or reject non-conforming Deliverables or failure to detect defects by inspection will not relieve you from responsibility under this PO. You will provide and maintain an inspection and process control system acceptable to AKI covering the Deliverables hereunder. Records of all inspection work by you will be kept complete and available to AKI during the performance of this PO and for such longer periods as may be specified in this PO.
- Shipping/Insurance. Unless stated to the contrary on the face of the PO and except as expressly set forth in these PO terms and conditions (such as to transfer of risk), the Deliverables will be delivered on the delivery date(s) specified on the face of this PO. For greater certainty, receipt of such delivery at your facility does not constitute acceptance of the Deliverables by AKI. AKI will specify the carrier, mode of transport and shipping instructions. Where you do not have those instructions from AKI then you will obtain the same.
- Title, Risk of Loss. Unless expressly stated to the contrary on the face of the PO, risk of loss and/or damage to all Deliverables will remain with you until delivery to, and off loading at, AKI premises at which time the risk of loss and/or damage will pass to AKI. All Deliverables delivered by you under the PO will be free and clear of all liens and encumbrances. Title will pass to AKI upon AKI’s acceptance of the Deliverables at AKI’s premises.
- Terms of Payment. N60 upon delivery and acceptance of Deliverables by AKI at AKI’s premises pursuant to the terms of this PO unless otherwise agreed upon terms have been made and will appear on the face of the purchase order.
- Prices and Substitutions. Prices for the Deliverables will be those set out on the face of the PO. You will not make any substitutions or modifications to the Deliverables unless AKI has provided its consent in writing.
- Invoices/Documentation. AKI’s PO number will appear on all packages, packing slips, invoices, correspondence, customs documentation, bills of lading, and other associated transportation documentation. No PO, no payment will be made.
- Taxes and Duties. Unless expressly excluded in the PO, prices for the Deliverables are inclusive of all taxes, including but not limited to, sales taxes, value added taxes, business transfer taxes, customs duties, import/export duties, withholding taxes and excise taxes. Incoterms terms will apply and will be on the PO. Where applicable, the Harmonized Sales Tax (“HST”) will be shown as a separate line item on your invoice and your HST/QST Registration number will be clearly indicated on the invoice.
- Default and Termination. Time is of the essence for this PO. AKI may, by written notice of default to you, terminate the whole or any part of this PO if (a) you fail to perform within the time specified within this PO or any extension AKI might grant you, or (b) you either fail to perform any of the other provisions of this PO or fail to make progress as to endanger performance of this PO in accordance with its terms. Upon such termination AKI may procure, upon such terms as it will deem appropriate, goods or services similar to those so terminated, in which case you will continue performance of this PO to the extent not terminated and will be liable to AKI for any excess costs for such similar goods or services. As an alternate remedy in lieu of termination for default, AKI, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in your performance, in which case an equitable reduction in the PO apply. The rights and remedies of AKI provided in this clause will not be exclusive and are in addition to any other rights and remedies provided by law or this PO. In addition to the foregoing rights, AKI may at any time terminate this PO for convenience at which time any claims for termination costs made by you will be settled on the basis of reasonable costs, documented by you and, incurred by you in the course of carrying out the PO to a maximum of 15% of the sales price of the cancelled portion of the order.
- Warranties. You warrant that the Deliverables: (a) are free from defects in design, materials, and workmanship for a period equal to the greater of twelve (12) months from the date of acceptance by AKI and the warranty period set forth in the documentation for the applicable Deliverables; (b) conform to their applicable specifications; (c) are fit for their intended purpose; (d) are constructed of new materials; and (e) if the goods are computer related, they contain no known computer viruses, time bombs, or code or instructions (including any code or instructions provided by third parties) that may be used to access, modify, delete, damage, or disable any computer, associated equipment, computer programs, data files or other electronically stored information operated or maintained by AKI. Additionally, the Deliverables will be subject to all written and oral warranties made by you and your agents and to all warranties provided for by applicable laws. All warranties will run to both AKI, its distributors and its direct and indirect customers. The warranty period for deliverables that are used in the product AKI manufactures or re-sells will be 12 months starting from date of customer installation
- Repairs. You will, at your expense and at AKI’s option, repair or replace any non-conforming or defective Deliverables and you will pay the cost of transportation of the defective or non-conforming Deliverables to your facility and return to AKI, including air shipments if it’s required to support production or customer demand. You will furnish AKI with an equipment repair report which provides details of the repairs carried out by you, on defective or non-conforming equipment.
- Control and Monitoring. Performance related to on-time delivery and quality will be monitored monthly by AKI. On-time Delivery is measured by the number of late deliveries as a percentage of all deliveries. Quality is measured by the number of RMA’s issued as a percentage of total orders. A declining trend in either or both metrics will be communicated to you and a solution to improve performance will be implemented by you in conjunction with AKI within an agreed upon timeframe.
- Disclosure of Information. All information not generally available to the public including but not limited to technical data, specifications, drawings, and computer software programs in object or source code, which is provided by AKI to you or becomes known to you in the course of supplying the Deliverables, will be deemed to be the proprietary confidential information of AKI (the “Confidential Information”). You will not disclose the Confidential Information to any third party without AKI’s prior written consent, and will use the Confidential Information solely for the purpose of supplying the Deliverables.
- Intellectual Property. You warrant that AKI and its customers may freely use, resell or otherwise deal with the Deliverables without infringement of patents, copyrights, trademarks, trade secrets or other intellectual property rights held by you or any third party. You will indemnify and save harmless AKI, its affiliated companies, distributors and customers from and against any claims, demands, losses, costs or damages, whatsoever, in the event of any alleged or actual infringement.
- Waiver and Severability. No exercise, or failure or delay in exercising by AKI of any right power or remedy vested in AKI will constitute a waiver by AKI of such right, power, or remedy under the PO. A determination that any portion of the PO is unenforceable or invalid will not affect the enforceability or validity of any remaining portions of the PO.
- Indemnification. You will indemnify, defend and hold harmless AKI, its partners, and partner’s affiliates, and their respective directors, officers, employees, agents, consultants and subcontractors against any costs, expenses, lawyer’s fees, loss, damage or liability resulting from any injury to persons (including injuries resulting in death) or loss of or damage to property of others which may result, directly or indirectly, from the negligent or wrongful acts of you or your directors, officers, employees, agents or subcontractors relating to the performance of this order or any Deliverable supplied hereunder.
- Compliance. You will, in your performance of this PO, comply with all applicable federal, provincial and local statutes, laws, regulations, ordinances, or other rules. You will supply proper substantiation for all environmental claims you make about the Deliverables consistent with federal guidelines.
- Independent Contractor. You are an independent contractor for all purposes, without express or implied authority to bind AKI by contract or otherwise. You will be responsible for all costs and expenses incident to performing its obligations under this PO.
- Governing Law. This PO will be interpreted and governed in accordance with the laws of the province of Ontario, and the federal laws of Canada.
- Communication. All communication between you and AKI will be conducted in writing by email to email@example.com or from whomever you received the PO. Alternatively, communication can be made by phone.