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Global Sales Conditions (except US - see below)

Unless otherwise agreed to in writing between the Parties, these General Sales Conditions (hereinafter “General Conditions”), jointly with the special conditions provided for in the order confirmation, regulate all product sales between SAATI S.p.A. (hereinafter the “Seller”) and any purchaser (hereinafter the “Buyer”) and, without prejudice to specific written agreements in deviation hereof, prevail over any dissimilar clause inserted into forms or other documents used by the Seller and/or Buyers (hereinafter, jointly, the “Parties”). Placement of the order by the Buyer implies full acceptance of these general conditions and a waiver of its own general purchase conditions, considered individually and as a whole. The supply solely comprises what is specifically expressed in the Confirmation of the Order Acceptance by the company, SAATI S.p.A.

1 PRODUCTS

  1. The Seller sells products that, by nature, cannot be considered finished products or having properties that are intrinsically dangerous to users, as they are necessarily meant to form part of the production cycle of the Buyer, who exercises an entrepreneurial activity that may only generate the finished product.
    In consideration of the above, application of the regulations as per European Commission Directive 93/13/CEE that became effective in Italy through Law no.52 dated 6.2.1996 (art. 25) and Community Directive no.374 dated 25.7.85, implemented in Italy through Presidential Decree no.224 dated 24.5.1988, is excluded.
  2. By accepting these general sales conditions, the Buyer acknowledges that inferred above.
  3. The general conditions concern products intended to mean all items currently offered, or to be offered in the future, by the Seller and described in catalogues, designs, technical specifications or brochures. The Seller reserves the right to introduce changes, extensions or variations to the production of one or more products at any time, without any obligation to forewarn or notify the Buyer.
  4. The sending of catalogues or price lists does not constitute a formal offer by the Seller, who may change them at any time and without forewarning.

2 ORDERS AND CONFIRMATION

  1. Each order made by the Buyer (hereinafter “Order”), to be sent to the Seller in writing, is irrevocable and binding for the Buyer until confirmed by the Seller and, in any case, not over 15 days from its receipt by the Seller. Orders received by the Seller by recorded delivery letter, e-mail, fax or certified mail are considered sent in writing by the Buyer.
  2. Orders are understood as accepted by the Seller upon receipt, by the Buyer, of the Order Confirmation issued by the Seller (hereinafter “Order Confirmation”). Said confirmation specifies the codes, prices, delivery terms, payment conditions of the products ordered and/or any other indications useful in defining the contract. Any indication of an absolute delivery date must be expressly approved in writing, otherwise the date shall be considered not fixed. Delivery dates of less than 15 days from the date the Seller sends out the Order Confirmation shall not be accepted.
  3. If the Order Confirmation contains changes to the Order, the changes shall be considered tacitly accepted, and the Contract finalised with the changes, if the Buyer has not opposed the Order Confirmation in writing upon the elapse of three working days from its receipt.
  4. For monofilament fabrics, the delivery of over 10% or less than 10% or ±10% per manufactured parts, with respect to the quantity order and accepted, is to be deemed compliant with the Order, unless otherwise negotiated with the Buyer.
  5. Cancellations and/or changes, even partial, of Orders already accepted by the Seller through the sending of the Order Confirmation shall not be accepted.

3 PRICES AND PAYMENT METHOD

  1. Prices and payment methods are understood as those expressly specified in the Order Confirmation; they shall not include unmentioned services or fees, that is, specifically, taxes in effect in the place of destination.
  2. Payment of the supply is made in the manner and within the time specified in the Order Confirmation at the domicile of SAATI S.p.A.; transmission of the amounts, regardless of the preferred method, remain at the risk of the Buyer.

4 DELAY IN PAYMENT AND WITHDRAWAL

  1. Non-payment of the amounts due for supplies carried out shall result in the application of interest on arrears, quantified according to art. 5 of Legislative Decree no. 192 dated 9.11.2012, as well as a claim for recovery expenses as per art. 6 of the above Legislative Decree, without the necessity of placement in default and without the Buyer being able to defer payments for this reason.
  2. In any case, regarding sales with deferred payment, the Seller retains the right to request advance payment for subsequent orders and/or shipments. In the event of sales with deferred payment, non-payment of even a single instalment shall give rise to invocation of the deceleration clause upon the lapse of 10 days from the due date, with the consequent, immediate maturity, by right, of subsequent instalments for goods already delivered, even if they concern different orders, and cancellation of the remaining part of the contract, for default and negligence of the Buyer, up to complete cancellation of the contract, pursuant to art. 1456 of the Italian Civil Code, and with the right of the Seller to claim damages for non-fulfilment.
  3. In accordance with articles 1460 and 1461 of the Italian Civil Code, a seller may nullify delivery of the goods, without the buyer being able to make any claim whatsoever, in the following cases:
    1. If there are still payments open for previous supplies and/or previous invoices, for which the due dates have expired and the amounts are collectable.
    2. If, upon shipment of the goods, and in the unquestionable judgment of the seller, the financial situation of the buyer is not satisfactory (the existence of protests, pending monitory, executive and/or injunction procedures, connected actions of any kind or negative business information).

5 DELIVERY

  1. The delivery of the Products is fixed each time, according agreements between the Parties, which include not only the delivery methods, but also anticipatory information of who is to take charge of the shipment and the insurance costs for any damages during transport;
  2. In order to control the observance of the delivery terms and transfer of the risk for damages or total or partial loss of the goods from the Seller to the Buyer, and under the terms in article 1510 of the Italian Civil Code, the delivery is regulated by the provisions derived from the latest version of Incoterms, which furnishes the rules and standards used in international exchanges. Upon completed delivery, all of the risks on materials and/or the goods are transferred to the Buyer.
  3. Upon delivery of the goods by the shipping company, the Buyer bears the obligation of controlling that the external state, exact number of packages and their weight (as well as the intact state of the packages and goods and the adhesive tape that seals them) are in conformity with the delivery note. In the event of VISIBLE damage to the material during transport, it is indispensable, for guarantee purposes, to immediately indicate the type of damage, any discrepancies detected or broken goods, with the obligation of peremptorily writing the details thereof on the shipper’s delivery list.
  4. The Buyer is to make written communication of any claims and/or challenges against the materials supplied to the production unit concerned within 48 hours of the date of receipt of said materials. Even if the goods are packaged at the time of delivery, the Buyer is still charged with controlling the materials received and notifying the Seller in writing of any challenges within the time limit set forth above.

6 QUALITY OF THE GOODS AND RETURNS

  1. All of the Seller’s products are subject to quality controls throughout the entire manufacturing process in accordance with internal procedures; any request for declarations of conformity and/or inspection certificates for the supply is to be expressly indicated in advance in the Order.
  2. Any tolerance of differences in and/or changes made to the technical features indicated in the product sheets, which may be derived from the nature of the product sold are recognized by industrial practices in use in the sector, and does not imply any recognition of liability to be borne by the Seller.
  3. Since the Buyer is obliged to control the quality of the goods upon delivery thereof, the introduction into the manufacturing procedure and continuation of the manufacturing of what is sold is to be understood as at the exclusive risk and danger of the Buyer, hereby excluding the Seller from any liability.
  4. The liability of the Seller is understood as limited to the quantity of goods deemed faulty or the price thereof.
  5. In the event of defects and/or flaws in what has been sold, the Seller may, of its own accord, replace the batch of goods supplied or reimburse the Buyer with the purchase amount, hereby excluding any other indemnity for direct or indirect damages suffered by the Buyer.
  6. Claims may not be brought after an elapse of 6 months (six months) from delivery of the goods and the Buyer may not bring claims for goods for which the sales price has not yet been paid.
  7. Claims shall only be examined if the Seller has been notified in writing, indicating the item or batch number; claims shall be accompanied by a significant and identifiable sample of the defective product.

7 LIABILITY FOR PRODUCT FLAWS AND/OR DEFECTS

Considering that the application and use of the Seller’s products is subject to numerous variables (use of the product, compatibility with the intended system/machine, conditions of safekeeping and storage of the buyer, etc.) that are unknown to the Seller and in which it has no power to intervene, the Seller does not hold itself unlimitedly liable for any flaws or defects of the products sold.

Specifically:

  1. the Seller is not liable for the final destination of the Product, for which the Buyer acts and chooses in full independence and awareness, i.e. the Seller is not liable for the suitability, or not, of the product to the “conditions of operation”, for which the Buyer is solely liable;
  2. the Seller is not liable for any flaws and/or defects of the product as a result of anomalous deterioration, negligence of the Buyer in its safeguarding, incorrect application and/or installation operations, replacement and/or maintenance carried out by third parties, or due to chemical, mechanical and/or electrical causes extraneous to the product as sold.

8 INDUSTRIAL PROPERTY

The Seller herewith guarantees that the products supplied do not violate any third-party industrial property rights and are free from pledges, claims or constraints of any kind.
The Buyer shall undertake to keep any reserved information or documents regarding the Seller’s products strictly confidential.
The Buyer shall hold absolutely secret any technical and commercial information and any other data of which it may learn during the contract relationship, without prejudice to the rights of the vendor to claim for damages in the event of violation by the Buyer; likewise subject to the same secrecy are all technical and commercial documents, designs and projects that the Seller should exchange with the Buyer in performing the contract.
If any information and/or technical or commercial data reported by the Buyer are in violation of the industrial property rights or know-how or brand and/or patent rights of third parties, the Seller shall not be deemed in any way liable for such violations and, if the vendor should be involved in denunciations and/or legal actions by third parties for violations of brands, patents, know-how or other industrial secrets resulting from information and/or documents received by the Buyer, the latter shall undertake to keep unharmed and release the Seller from any economic request for compensation and any direct and/or indirect costs. Any technical notification transmitted by the Seller or its appointed parties concerning the goods and their functioning during use is purely indicative. Any detection of variations occurring during the Buyer’s manufacturing processes may not be claimed, for any reason, by the Buyer.

9 REGULATIONS

This sales contract is regulated by these general conditions and, if not expressly set forth herein, by the sales regulations contained in the Italian Civil Code, (art. 1470 and subsequent amendments and supplements).

10 PROCESSING OF PERSONAL DATA Legislative Decree 196/2003

The Buyer herewith authorizes the Seller to process, communicate and divulge its personal data for all requirements / contract-legal fulfilments, as well as to allow for a more effective management of the contract-business relations, including technical publicity updates. The data may be processed in written form, on paper, magnetic media and electronic or computer support.

11 CONTROVERSIES

The parties agree that the Italian Judicial Authority and the Court of Milan shall have exclusive jurisdiction over any controversy regarding the interpretation and/or execution of the sales contract. This sales contract, even if entered into by foreign citizens or for materials supplied from abroad, is likewise exclusively governed by Italian Law. In the event of differences in interpretation, the Italian version of these general conditions shall prevail.

 

US Specific Purchase Order Terms and Conditions

1.      Acceptance of Order:

a.      This order expressly limits acceptance to the terms and conditions stated in this order, and any additional or different terms or conditions proposed by Seller are rejected unless expressly agreed to in writing by Buyer.

b.      Buyer is not bound by this order until Seller executes and returns to Buyer the acknowledgment copy of this order.  Seller is bound by this order and its terms and conditions when it:

i.     Executes and returns the acknowledgment copy

ii.     Otherwise indicates its acceptance of this order

iii.     Prepares to, or, begins performance of this order

iv.     Delivers to Buyer any of the items ordered

v.     Renders for Buyer any of the services ordered

2.      Amendments:

a.      This order, including these terms and conditions, together with any documents attached or incorporated into this order by reference, is the complete and final contract between Buyer and Seller.  No agreement or understanding to modify this order is binding upon Buyer unless in writing and signed (digital or otherwise) by Buyer’s authorized representative.  All specifications, drawings, and data submitted to Seller with this order or referred to by this order are a part of this order.

3.      Changes:

a.      Buyer may make written changes in any one or more of the following

i.     Specifications, drawings and data incorporated in this order

ii.     Methods of shipment or packaging

iii.     Place of delivery

iv.     Time of delivery

v.     Manner of delivery

vi.     Quantities

b.      If any change alters the cost of, or, the time or timing required for, performance of this order, Seller may, within 14 days after its receipt of the change order, request an adjustment to the price or delivery schedule, or both.  If Buyer agrees to change in price or delivery, it must issue an updated purchase order to be re-confirmed by seller.  Seller may not stop providing items under this order while any dispute is being resolved

c.      Seller must use the same designs, processes, or procedures used by Seller in supplying like items previously.  Seller may not make any change to any of its designs, processes, or procedures without Buyer’s prior written approval.  If Seller does not comply with this Article, Seller is liable for all of Buyer’s costs associated with the non-interchangeable items

4.      Delivery:

a.      If delivery is not made in the quantities, manner (shipping method), and at the times specified, or rendering of services is not completed at the times specified, Seller must, upon demand by Buyer, promptly reimburse Buyer for any damages Buyer incurred as a result of the delay or failure in delivering the items or providing the services.  Buyer may, without liability, and in addition to its other rights and remedies, take either or both of the following actions:

i.     Direct expedited routings of items.  Seller must pay the difference in cost between the expedited routing and the order routing

ii.     Terminate any part of this order effective immediately and purchase substitute items or services. Seller must reimburse Buyer for any loss or additional expenses incurred by Buyer in connection with the substitute items.

b.      Seller must ship all items to Buyer freight collect in a manner specified by SAATI as stated on the purchase order.

c.      If seller should know that deliveries may not be made as scheduled, Seller must immediately send Buyer a written notice setting forth the cause and length of the anticipated delay.  Seller is not liable to Buyer for delays or defaults if:

i.     It arose out of causes beyond the control of both seller and its subcontractor(s)

ii.     It arose without the fault or negligence of either of them

iii.     The items to be furnished or services to be rendered were not obtainable from other sources in sufficient time to permit Seller to meet the required delivery or performance schedule

d.      If Buyer receives items in advance of scheduled delivery dates—specifically in an advanced fiscal period—or in excess of quantities specified in this order or a delivery schedule for this order, Buyer may reject the items and return them to Seller at Seller’s expense, including transportation charges both ways.  Buyer is not liable for any material or production costs incurred by Seller in excess of the amount or in advance of the time necessary to meet Buyer’s delivery schedules

5.      Payment:

a.      Unless otherwise agreed by Buyer, payment terms are as stated on the PO after the later of:

i.     Receipt by Buyer’s proper billing contact of a correct invoice

ii.     Receipt by Buyer of conforming items

b.      Payment does not constitute acceptance.  Buyer may inspect items either:

i.     Before or after payment

ii.     Before or after acceptance

6.      Inspection and acceptance:

a.      Buyer may reject and refuse acceptance of items that do not conform to the instructions, specifications, drawings and data or Seller’s warranties (express or implied).  Buyer may return rejected items to Seller for full credit or replacement at Buyer’s option and at Seller’s risk and expense, including transportation charges both ways.  Seller may not replace rejected items unless Buyer authorizes replacement in writing.

b.      Buyer might require that the Seller provides documented corrective and preventive actions to mitigate or avoid the nonconforming material received by the Buyer from reoccurring. This document and/or reports will be reviewed for robustness and sustainability by the Buyer.

c.      Buyer is not liable if it fails to perform any obligations under this order, if the failure is the result of any cause beyond the control of Buyer.  These causes include fires, floods, Acts of God, strikes, differences with employees, casualties, delays in transportation, shortages of cars, inability to obtain necessary materials or machinery, or total or partial shutdown of Buyer’s plant.  Acceptance of any of the items does not obligate Buyer to accept future shipments, or prevent buyer from returning items already accepted.

d.      Buyer’s acceptance of any items is not a waiver of Buyer’s right either to cancel or to return at Seller’s risk and expense items because of failure to conform to this order, or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages, including manufacturing costs, damage to items, or articles caused by improper boxing, crating or packaging, and loss of profits or other special damages incurred by Buyer.  These rights are in addition to any other remedies provided by law.

7.      Packaging, drayage and containers:

a.      Seller is responsible for the cost of boxing, crating, packaging, arranging drayage and providing containers unless otherwise stated in this order.  Seller must prepare, at its expense, labels for the boxes and shipping containers containing any information specified by Buyer.  Seller is liable for damage to items caused by improper boxing, crating or packing.

8.      Seller’s warranties:

a.      Seller warrants that items:

i.     Are free from defects in material, workmanship and design

ii.     Conform with Buyer’s instructions, specifications, drawings and data

iii.     Conform to all representations, affirmations, promises, descriptions, samples, or models provided by Seller to Buyer

iv.     Seller’s warranties survive acceptance of the items.  These warranties are in addition to any warranties of additional scope given by Seller to Buyer.  None of these warranties and no implied or express warranties are disclaimed or excluded unless evidenced by a purchase order change notice

9.      Assets provided to Seller by Buyer:

a.      Buyer owns all items made available to Seller by Buyer as well as all replacements of those items

b.      Seller must:

i.     Plainly mark or otherwise adequately identify the Buyer provided items as being owned by the Buyer

ii.     Safely store the items separate and apart from Seller’s property

iii.     Keep the items in good condition

iv.     Bear the risk of loss of the items

v.     Insure the items at its expense in an amount equal to the replacement cost with loss payable to Buyer

vi.     If requested by Buyer, disclose the location of the items, prepare them for shipment, and ship them at Seller’s expense to Buyer in as good condition as originally received by Seller; reasonable wear and tear accepted

c.      Seller may not:

i.     With the exception of materials that are part of the items to be delivered to Buyer, modify or dispose of the Buyer provided items without Buyer’s written consent

ii.     Use any Buyer provided items except for performance of work under this order or as authorized in writing by Buyer

d.      Buyer may:

i.     Inspect and remove items it has furnished to seller

ii.     Enter Seller’s premises to remove the items without any additional liability to Seller

10.   Confidentiality and inventions:

a.      All information furnished or made available by Buyer to Seller or to Seller’s employees or subcontractors in connection with the items or services covered by this order is confidential.  Seller, it’s employees, and subcontractors may not disclose any confidential information to any third party, without Buyer’s prior written consent.  Seller may not assert any claim against Buyer with respect to any information which Seller disclosed or may disclose to Buyer in connection with the items or services covered by this order.  All designs, drawings, processes, compositions of material, specifications, software, or other technical information made or furnished by Seller in connection with the items or services covered by this order, including all rights to that information, are the sole and exclusive property of Buyer, free from any restriction, and Seller must protect the information against unauthorized disclosure to, or use by, any third party.  Seller must promptly identify and disclose to Buyer all inventions and improvements in any designs, drawings, processes, compositions of material, specifications, software, or other technical information made or furnished by Seller in connection with the items or services covered by this order, and execute or obtain the execution of any documents necessary to perfect ownership of the inventions or improvements in Buyer or as may be necessary to obtain, maintain or enforce any proprietary right pertaining to the inventions or improvements.  The confidentiality provisions and the obligations of this Article survive termination or completion of this order.

11.   Intellectual property indemnification:

a.      Seller:

i.     Must defend, indemnify, and hold harmless Buyer, its employees, successors, assigns and customers against all claims, demands, losses, suits, damages, liability, and expenses (including reasonable attorneys’ fees) arising out of any suit, claim, or action for actual or alleged direct or contributory infringement of, or inducement to infringe, any patent, trademark, copyright, or other proprietary right by reason of the manufacture, use, or sale of the items or services covered by this order, including infringement arising out of compliance with specifications furnished by Buyer, or for actual or alleged misuse or misappropriation of a trade secret resulting directly or indirectly from Seller’s actions

ii.     Waives any claim against buyer, including, but not limited to, any hold harmless or similar claim, in any way related to a claim asserted against Seller or Buyer for patent, trademark, copyright, or work right infringement or the like, including claims arising out of compliance with specifications furnished by Buyer

iii.     Grants Buyer has a worldwide, nonexclusive, royalty free, irrevocable license to use, sell and have sold, repair and have repaired, and reconstruct and have reconstructed the items covered by this order

b.      Seller assigns to Buyer all right, title, and interest in and to all trademarks, copyrights, and other similar work rights in any material created for Buyer in connection with this order.  The obligations of this Article survive termination or completion of this order

12.   Indemnification:

a.      Seller must indemnify and protect Buyer against any losses, liabilities, damages, claims, demands, suits, actions, proceedings, subrogation, and expenses including court costs and reasonable attorneys’ fees (“Claims”) for injuries or damages to any person or property arising out of Seller’s performance of this order.  Seller must indemnify Buyer from “Claims” related in any way to this order, or the services performed or items delivered under this order, except for items manufactured entirely to Buyer’s specifications, which are claimed or made by any person, including customers, employees, workers, servants, or agents of Seller and its subcontractors arising from any cause or for any reason whatsoever.  Seller must, upon receipt of notification, promptly assume full responsibility for the defense of any suits, actions, or proceedings which may be brought against Seller or against Buyer with respect to Claims.  If Buyer’s machinery or equipment is used by Seller in the performance of any work that might be required under this order, Seller has sole responsibility for any claims arising with respect to that machinery or equipment

13.   Insurance:

a.      Seller must furnish evidence of insurance showing that Seller has and will maintain adequate insurance coverage during the term of this order and for 24 months after goods receipt or service has been performed.  Seller must maintain the following insurance coverage:

i.     Commercial General Liability insurance, naming Buyer as additional insured, with coverage of not less than US $1 million each occurrence and US $2 million in the aggregate including premises-operations, explosion and collapse hazard, underground hazard, broad form property damage, products/completed operations, contractual liability, independent contractors, and personal injury.

ii.     Worker’s Compensation Insurance as required by the states in which the work is to be performed.  This policy must include Employer’s Liability Insurance with a limit of not less than US $500,000.

iii.     Business Automobile Insurance covering any auto or vehicle (including owned, hired, and non-owned autos or vehicles), with a limit of not less than US $1 million each accident.

b.      The evidence of insurance must set forth the name of the insurer, policy number, expiration date, and limits of liability.  Sellers compliance with the insurance requirements does not in any way limit Seller’s indemnification of Buyer under Article 13.

14.   Cancellation:

a.      Buyer may cancel for default any part of an undelivered portion of this order if:

i.     Seller fails to make reasonable progress towards completion of the order at the times specified,

ii.     Seller does not make deliveries as specified in the delivery schedule,

iii.     Seller breaches any of the terms of this order,

iv.     Seller makes an arrangement, extension, or assignment for the benefit of creditors,

v.     Seller dissolves or otherwise ceases to exist or liquidates all or substantially all of its assets,

vi.     Seller becomes insolvent or generally does not pay its debts as they become due.

b.      If any portion of this order is cancelled for default, Buyer may require Seller to transfer title and deliver to Buyer any:

i.     Completed items, and

ii.     Partially completed items and materials, parts, tools, plans, drawings, information, and contract rights that Seller has specifically produced or acquired for the terminated portion of this order.

c.      To the extent that Buyer has not already paid for the items transferred by Seller under Section 14.b, Buyer will pay:

i.     For completed items and partially completed items and materials, under the terms of Section 15.a.

ii.     For parts, tools, plans, drawings, information, and contract rights, the lesser of Seller's book value or the then current fair market value.

d.      Seller must also protect and preserve property in its possession in which Buyer has an interest. The rights and remedies of Buyer in this Article are in addition to, and not in lieu of, any other remedies which Buyer may have in law or equity or under other Articles of this order. If, after cancellation under this Article, it is determined by a court of competent jurisdiction, or otherwise, that the Seller was not in default, or that the default was excusable, the rights and obligations of the parties are the same as if the termination had been issued under Article 15.

15.   Termination:

a.      Buyer may terminate this order in whole or in part by written notice to Seller. Upon receipt of a notice of termination, Seller must stop work on the date and to the extent specified in the notice and terminate all orders and subcontracts to the extent they relate to the terminated work. Seller must promptly advise Buyer of the quantities of applicable work and material on hand or purchased prior to termination and the most favorable disposition that Seller can make of that work and material. Seller must comply with Buyer's instructions regarding the work and material on hand. Within 60 days after receipt of notice of termination, Seller must submit all its claims resulting from the termination. Buyer may check the claims at any reasonable time or times by inspecting and auditing the records, facilities, work, and materials of Seller relating to this order. Buyer must pay Seller without duplication, the order price for finished work meeting the terms of this order and the cost to Seller of work in process and raw material allocable to the terminated work, based on any audit Buyer may conduct and United States generally accepted accounting principles less:

i.     The reasonable value or cost (whichever is higher) of any items used or sold by Seller without Buyer's consent;

ii.     The agreed value of any items used or sold by Seller with Buyer's consent; and

iii.     The cost of any defective, damaged, or destroyed work or material.

b.      Buyer is not obligated to:

i.     make payment for finished work, work in process, or raw material fabricated or procured by Seller in excess of any order or release, or

ii.     pay more than the price specified in this order less payments otherwise made.

c.      Buyer may reduce amounts due to seller for costs of work in process and raw materials to reflect, on a pro rata basis, any indicated loss on the entire order had it been completed.

d.      Payments under this Article are Buyer's only liability if this order is terminated. Except as otherwise provided in the provisions of this Article do not apply to any cancellation by Buyer for default by Seller or for any other cause by law or under this order.

e.      Seller is never entitled to anticipatory profits or to special or consequential damages under this order.

16.   Compliance with Applicable Laws:

a.      Seller warrants thatit is in compliance with all applicable laws, statutes, rules, regulations, or orders of the jurisdiction where Seller performs work under this order and in any jurisdiction to which the items are to be ultimately delivered, as well as all laws of the United States of America that may be applicable, including the U.S. Foreign Corrupt Practices Act, Trading With The Enemy Act, Arms Export Control Act, Export Administration Act and their regulations, including the regulations of the Office of Foreign Assets Control.

Seller agrees to comply with the laws and regulations enforced by the Office of Federal Contract Compliance Programs (OFCCP), as applicable, including Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended, and 41 CFR Part 60. Seller may have obligations to prepare annual affirmative action plans as required under OFCCP's regulations if Seller:

i.     Is not otherwise exempt as provided by 41 CFR Section 60-1.5,

ii.     Has 50 or more employees and,

iii.     Has a contract, subcontract or purchase order for $50.000 or more that is necessary to the performance of a covered contract in the case of the Women and Minorities AAP and the individuals with disabilities AAP, and has a contract, subcontract or purchase order for $150,000 or more that is necessary to the performance of a covered contract in the case of the Veterans AAP.

b.      In addition. Sellers subject to these requirements are also notified of their obligation to file the EEO-1 Report and the VETS-4212 form. To the extent applicable, Buyer hereby incorporates, by reference, the provisions of the Equal Opportunity Clauses pursuant to Section 202 of Executive Order 11246, as amended, and 41 CFR Section 60-1.4; as well as 29 C.F.R. Part 471, Appendix A to Subpart A.

c.      Notice of Non-Discrimination. It is Buyer's intent to comply with all applicable laws regarding the prohibition of discrimination.

This contractor and subcontractor shall abide by the requirements of 41 CFR 60-1.4(a), which prohibits discrimination against qualified individuals based on their race, color, religion, sex, national origin, sexual orientation or gender identity.  Moreover, this regulation requires that covered prime contractors and subcontractors take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin.

d.     Seller may have access or may be required by Buyer to access one or more of Buyer's databases, applications, reports, documents and/or other information in hardcopy or electronic form that contain or process or may receive data relating to identified or identifiable individuals ("Personal Data"). Such individuals may include Buyer's, employees, temporary workers, contractors, consultants, students, customers or end-users. Seller acknowledges and agrees that Personal Data, in whichever form, is of a very sensitive nature, and hereby undertakes to keep Personal Data strictly confidential and to use it only within the limits authorized by Buyer and in accordance with applicable law for the purpose of Seller's performance under this order.

17.   Waiver:

a.      Buyer's failure to insist, upon Seller's performance of any of obligation under this order or to exercise any right, is not a waiver or relinquishment of future performance or the future exercise of a right, but Seller's obligations with respect to any future performance continue in full force and effect.

18.   Assignment:    

Without Buyer’s prior written consent, Seller may not:

a.      Assign any amounts due Seller under this order,

b.     Assign any of the work to be performed under this order, or

c.      Subcontract for completed or substantially completed material called for by this order.

19.   Remedies:

The remedies provided for are cumulative and in addition to any other remedies provided by law or equity.  Buyer has the right to set off against any amounts payable by Buyer or its affiliates to Seller or its affiliates under this order or any other agreements between Buyer and Seller and their affiliates any amounts which Seller or its affiliates owes to Buyer or its affiliates. If there is any dispute arising under this order, Buyer and Seller must proceed diligently with the performance required under this order pending resolution of the dispute. If any portion of this order is invalid or unenforceable, the remaining portions of this order remain valid and enforceable.

20.   Dispute Resolution

a.      A party may request a meeting to resolve a dispute related to this order. Following the request, the parties:

i.     Must meet promptly to attempt in good faith to resolve the dispute,

ii.     Must use their best efforts to select and implement in a timely manner an alternative dispute resolution ("ADR") procedure (e.g., mediation) to resolve the dispute, if the dispute is not resolved within 30 days after the meeting, and

iii.     May take any other action (e.g., litigation) to resolve the dispute, if:

1.      The parties are unable to agree upon a form of ADR within 15 days after the 30-day negotiation period, or

2.      The dispute is not resolved by the ADR, and

3.      In either case a party notifies the other of its intention seven days before beginning legal proceedings.

b.      If the amount at issue is less than $250,000, either party may require that the dispute be referred to arbitration under the rules of the American Arbitration Association.

21.   Governing Law

This agreement is governed, interpreted, and construed by, and in accordance with, the laws of the State of South Carolina, Unites States of America.

22.   Product Stewardship Requirements:

Seller must comply itself, and must cause its suppliers to comply with all Product Stewardship Requirements that are applicable to the items delivered under this order, as a result of the place the items are created or delivered to Buyer or the ultimate place Buyer's own products or its customers' products are sold or used.

a.      Product Stewardship Requirements include, but are not limited to:

i.     All applicable standards, laws, and regulations concerning chemical composition, labeling, recycling, packaging and product end-of-life disposal, including, but not limited to: the International Material Data System (IMDS) system, the European Union Waste Electrical and Electronic (WEEE) Directive, the European Union Restriction of Hazardous Substances (RoHS) Directive, the European Union End-of-LifeVehicle (ELV) Directive, the European Union Registration, Evaluation and Authorization of Chemicals (REACH) regulation, the European Union Batteries and  Accumulators and Waste Batteries and Accumulators Directive, their respective revisions, their national implementations, amendments or successor systems, and their equivalents in other jurisdictions;

ii.     All applicable standards, laws, and regulations concerning product design for safety, energy and resource efficiency, and recyclability, including associated product marking and labeling requirements;

iii.     All applicable standards, laws and regulations concerning product packaging and transportation, including but not limited to: regulations of the U.S. Department of Transportation concerning transportation of hazardous materials, including, but not limited to, training of personnel, packaging, marking, labeling, documenting, placarding, and responding to emergencies, the International Maritime Organization and the International Air Transport Association and their respective revisions, amendments or successor systems, and their equivalents in other jurisdictions; and

iv.     Any requirement of Buyer or Buyer's customer(s) concerning the chemical composition, design, labeling, recycling, packaging and end-of-like of any item provided to Buyer by Seller under this order, including but not limited to use restrictions or bans on certain substances.

b.      Product Stewardship Requirements include, but are not limited to, Seller doing each of the following at its sole cost and expense, if required by any Product Stewardship Requirements:

i.     Identifying the chemical composition of each item provided to Buyer by Seller including the chemical names and quantities contained in the item;

ii.     Immediately providing Buyer with documentation in the format specified by Buyer of the chemical composition of the items provided to Buyer under this order together with sufficient information to allow safe use of the items, and updated documentation to Buyer in the event of any changes to the item;

iii.     Eliminating certain regulated substances used in, with, or in connection with the items provided under this order;

iv.     Pre-registering, registering with, or notifying the regulatory agencies with respect to the chemical composition of the items provided by Seller under this order;

v.     If requested by Buyer, providing Buyer with evidence (including analytical test reports) that the items provided to Buyer under this order comply with Product Stewardship Requirements;

vi.     If any Product Stewardship Requirements prohibit the delivery to Buyer of the items to be provided under this order, immediately informing Buyer and proposing an alternate solution to ensure the continuity of supply to Buyer in compliance with Product Stewardship Requirements and this order; and

vii.     Cooperating with Buyer in evaluating the item's environmental and sustainability aspects and impacts throughout its life- cycle in accordance with international standards, including its repair, maintenance and end-of-life disposal. Upon Buyer's reasonable request, Seller will provide Buyer with data, information and documents evidencing Seller's support of the foregoing efforts and, to the extent not otherwise business confidential, the parties will share associated life-cycle data and analyses.