TERMS AND CONDITIONS OF PURCHASE – SECTION ONE
- COUNTRY OF ORIGIN. Merchandise, box, or other packaging must have country of origin marking on each unit.
- DATE CODE Showing month and year of production must be marked on each unit, gift box, and master carton.
- SPARE PARTS. At the request of the Buyer, some products may require spare and/or replacement parts to be packaged with the product. The cost of the spare parts will be at the Vendor’s expense.
- SAMPLES. For initial orders, mock-up, working, pre-production, field test, production and continuation samples must be approved by Customer prior to release of first shipment. The number of samples should be reasonably sufficient for Product Evaluation and Approval Process.
- INSPECTION. Each shipment must pass outgoing inspection coordinated by the Buyer’s purchasing agent. At the discretion of the Buyer, an inspection may be conducted at final point of destination. Items furnished in lots are subject to rejection on the basis of sample inspection. RadioShack’s Acceptable Quality Levels are based on the American National Standards Institute-ANSI/ASQCZ1.4-1993. All shipments must meet the RadioShack Quality Assurance Measurement Standards as defined in Section 6 of the Vendor Guide. If the inspection, result does not meet these Standards, RadioShack has the discretion to either (a) totally or partially reject the shipment or (b) have the defects repaired at the Vendor’s expense. In case of epidemic failure, all reworking and repair costs are the Vendor’s responsibility. If a preliminary inspection or test is made on the premises of the Vendor, Vendor shall furnish all reasonable facilities and assistance for the safe and convenient inspections and tests required by the inspectors of the Buyer. The foregoing shall not relieve the Vendor of the obligation to make a full and adequate test and inspection. Notwithstanding any prior payment or acceptance, if Buyer receives items not of the quality ordered, or not in conformance with specifications, Buyer may cancel this contract and return such items, or Buyer may return sent items without canceling this contract. At Buyer’s option, Buyer shall either withhold payment from Vendor of the invoice price for all items returned hereunder (plus Vendor shall reimburse Buyer for all transportation and handling expenses therein paid or incurred by Buyer) or Vendor shall replace such returned items, freight prepaid.
- OWNER’S AND SERVICE MANUALS. Extra owner’s manuals must be shipped with first shipment of initial order at no charge, service manuals must be shipped within 60 days after first shipment of initial order at no charge. If either is delayed, said quantity is to be air freighted at Vendor’s account. An additional 35 pieces each of owner’s manual/service manual should be submitted to Buyer at no cost.
- INSURANCE Vendor shall maintain insurance policies in commercially reasonable types and amounts to insure against any claims arising from Vendor’s performance of this agreement including, without limitation, commercial general liability insurance with "Broad Form Vendors Endorsement", naming Buyer as an additional insured and additional loss payee, with limits of liability not less than $3,000,000.00 per person and in the aggregate for each of the following: personal injury, death, property damage and product liability.
- ARTWORK For gift box will be submitted by us, unless otherwise specified. Vendor to supply owner’s and service manuals draft for Buyer’s approval.
TERMS AND CONDITIONS OF PURCHASE - SECTION TWO
- ACCEPTANCE. This purchase order constitutes Buyer’s offer. It becomes a binding contract on the terms set forth herein, including those on reverse side hereof, either upon receipt by Buyer of the acknowledgment copy duly executed by Vendor, or by performance. No modification of this contract shall be effective unless agreed to in writing signed by an authorized representative of the Buyer. Buyer recognizes that Vendor may, for operating convenience, desire to utilize Vendor’s own form of acknowledgment or confirmation of sale in accepting this order; in such case, it is agreed that any provision, term or condition in such form of acceptance which modifies, conflicts with, contradicts or adds to any provision, term or condition of this order, shall constitute the whole contract between the parties.
- CHANGES. Buyer shall have the right to make, from time to time and without notice to any sureties or assignees, changes as to packing, testing, destination, specifications, designs and delivery schedule (postponements only).
- ASSIGNMENT AND SUBCONTRACTING. The performance of this contract may not be assigned or materially subcontracted in whole or in part by Vendor, nor may any assignment of any monies due or to become due hereunder be made by Vendor without, in each case, Buyer’s prior written consent. If Buyer shall consent to any assignment of this contract, all claims for monies due or to become due from Buyer shall nevertheless be subject to deduction by Buyer for any set off or counterclaim arising out of this or any other of Buyer’s contract with Vendor, whether such set off or counterclaim arose before or after any such assignment by Vendor. Buyer may cancel this contract (on a non-cancellation charge basis) in the event Vendor makes any unauthorized assignment of, or subcontracts, performance.
- TERMINATION. Buyer’s production schedules are based upon the agreement that items will be delivered to Buyer by the date specified on the face of this purchase order. Time is therefore the essence of this contract. If any anticipated or actual delays arise, Vendor shall notify Buyer immediately of the delay and its cause. Notwithstanding such notification, if deliveries are not made at the time agreed upon, Buyer reserves the right to cancel this contract on a non-cancellation charge basis, purchase elsewhere and hold Vendor accountable therefore. In lieu of cancellation, Buyer reserves the right to demand remedy of such delays by air freighting at Vendor’s expense the merchandise under this order. Buyer shall also have the right to cancel this contract (on a non-cancellation charge basis), purchase elsewhere and hold Vendor accountable therefore in the event that:
(a) Vendor shall default in any other way in the performance of this contract; (b) Vendor shall so fail to make progress in the performance of this contract as to endanger its timely completion; (c) Vendor shall cease to conduct its operations in the normal course of business or become insolvent or make a general assignment for the benefit of creditors; or (d) any proceedings shall be commenced by or against Vendor under any bankruptcy, insolvency, dissolution, reorganization or liquidation act or a trustee, receiver, liquidator or conservator for Vendor shall be applied for or appointed. This paragraph shall apply but not be limited to, a contract for the manufacture of items to Buyer’s own drawings, designs or specifications.
- WAIVER. The failure of either the Buyer or Vendor to insist, at any one or more instances, upon the performance of any of the terms, covenants or conditions of this contract or to exercise any right hereunder shall not be construed as a waiver or relinquishment of the future performance of any such term, covenant or condition by the other PARTY hereto or the future exercise of such right, but the obligation of such other Party with respect to such future performance shall continue in full force and effect.
- SUPPLEMENTARY INFORMATION. Any specifications, drawings, notes, instructions, engineering notices, or technical data referred to in this contract shall be deemed to be incorporated herein by reference as if fully set forth. In case of any discrepancies or questions, Vendor shall consult Buyer for decision or instructions or for interpretation.
- CONFIDENTIAL RELATIONSHIP. Vendor agrees to treat as strictly secret and confidential all specifications, drawings, blueprints, nomenclature, samples and models and other information supplied by Buyer. Unless written consent of Buyer is first obtained, Vendor shall not in any manner advertise, publish or release for publication, any statement mentioning Buyer or the fact that Vendor furnished or contracted to furnish Buyer items required by this contract. Vendor shall not disclose any information relating to this contract to any person not entitled to receive it. Buyer’s blueprints, instructions and facilities shall be used exclusively in the production of items required by this contract for Buyer, and shall not be used for production, manufacture or design of any item for any other person, firm or corporation, without Buyer’s prior written consent.
- CONSTRUCTION. This contract shall be construed, interpreted, and the rights of the parties determined in accordance with the laws of the State of Texas, United States of America applicable to contracts to be performed within Texas and without regard to choice of law principles.
- COMPLIANCE WITH LAWS. Vendor hereby guarantees full compliance with all applicable laws; and Vendor agrees to indemnify and hold Buyer harmless from any and all liability resulting from failure of such compliance.
- INVALIDITY. The invalidity in whole or in part of any provision of this contract shall not affect the validity of any other parts hereof.
- WARRANTIES OF Vendor:
- A) Vendor warrants that the goods shipped under this order are fit and safe for the use for which they were manufactured. Vendor agrees to defend, indemnify, and save harmless the Buyer from any and all claims, suits liabilities, damages, losses, penalties or expenses (including reasonable attorney’s fees) asserted against or incurred by Buyer by reason of the use of Vendor’s merchandise by customers of Buyers or others; and Vendor agrees to secure suitable products and contractual liability insurance coverages providing for the investigation, defense and settlement of any such claim and to furnish Buyer with certificates evidencing same.
- B) Vendor warrants that the goods shipped under this order do not and will not infringe any patent, trademark, trade name, copyright or any other intellectual property rights and agrees to protect, indemnify and save harmless the Buyer form any and all claims, suits, liabilities, damages, losses, penalties, or expenses (including reasonable attorney’s fees) incurred by Buyer by reason of any alleged infringement of any such rights.
- AGREEMENT OF VENDOR. Vendor shall be required to put the goods ordered under this purchase order in possession of a carrier designated by Buyer or, if a carrier is not designated, Vendor shall use its commercially reasonable efforts to select a carrier and contract for their transportation; provided, however, if goods are purchased F.O.B. Buyer’s place of business, Vendor will pay all charges and assume all risks in shipping the goods to Buyer’s business, all of which shall be done in a commercially reasonable manner.
- ACTS OF GOD. Buyer reserves the right to cancel all or any part of this order which has not actually been shipped by Vendor, in the event Buyer’s business is interrupted because of strikes, labor disturbances, lockout, riot, fire, Act of God, or the public enemy, or any other cause, whether like or unlike the foregoing, if beyond the reasonable efforts of the Buyer to control.
- ADDITIONAL REMEDIES. The rights and remedies herein expressly provided shall be in addition to any other rights and remedies given by law.
- VENDOR warrants that the merchandise purchased through this purchase order shall function without error or interruption and shall accurately and completely process all data in any level of computer hardware or software including but not limited to microcode, firmware, application programs, files and databases. If this purchase order requires that specific listed items must perform as a system, then this warranty shall apply to those listed items as a system.