Terms as da Conditions for Purchase Orders
1. Inspection as Acceptance. Prometric gaasey lhiu uss ains inspection as either accept or reject goods vaa any defects in materials, workmanship, or design or fail to conform to the written specifications (the “Specifications”) provided to Prometric for the goods (“Defective Products”). Prometric may, at its option: (i) return Defective Products at Supplier’s expense for a full refund of the purchase price; (ii) return the Defective Products to Supplier for repair or replacement; or (iii) exercise any other rights that Prometric may have at law or in equity. Defective Products that are returned to Prometric after repair or replacement are subject to the same inspection and acceptance provisions as this P.O. as goods originally delivered. If Prometric returns Defective Products for repair or replacement, Supplier shall repair or replace Defective Products within five (5) days of receipt thereof and shall bear all costs associated therewith, including, without limitation, labor, materials and shipping costs to and from Prometric’s facilities. If Prometric incurs any such costs directly, Prometric may recover such costs from Supplier or offset such amounts against unpaid P.O.’s for other goods. All goods and materials shall be new, unless otherwise specified in this P.O. Neither Prometric’s inspection or failure to inspect shall relieve Supplier of any obligations hereunder.
2. Warranty. Supplier warrants to Prometric that the goods purchased under this P.O. are: (i) free of defects in materials, workmanship or design, in conformance with the Specifications, vest in Prometric good and valid title to the goods free and clear of all liens, encumbrances, security interests, or other claims; and (ii) free of infringement or violation of any copyright, trademark, or other intellectual property rights. The warranty period is one (1) year from receipt of goods by Prometric. The warranty period for repaired or replaced goods is one (1) year from acceptance by Prometric. If a defect or nonconformance in materials, workmanship or design is discovered during the one (1) year warranty period, Prometric may, at its option: (i) return Defective Products at Supplier’s expense for a full refund of the purchase price; (ii) return the Defective Products to Supplier for repair or replacement; or (iii) exercise any other rights that Prometric may have at law or in equity. Goods that are returned to Prometric under this warranty after repair or replacement are subject to the same inspection and acceptance provisions as this P.O. as goods originally delivered. If Prometric returns goods under this warranty to Supplier for repair or replacement, Supplier shall repair or replace the goods with non-defective, conforming goods within five (5) days of receipt thereof and shall bear all costs associated therewith, including, without limitation, labor, materials and shipping costs to and from Prometric’s facilities. If Prometric incurs any such costs directly, Prometric may recover such costs from Supplier or offset such amounts against unpaid P.O.’s for other goods. All goods and materials shall be new, unless otherwise specified in this P.O. Neither Prometric’s inspection or failure to inspect shall relieve Supplier of any obligations hereunder. If Prometric incurs any such costs directly, Prometric may recover such costs from Supplier or offset such amounts against unpaid P.O.’s for other goods. Supplier shall transfer any manufacturer’s warranties to Prometric.
3. Pricing, Invoices as Payment. Unless noted otherwise in writing, the prices in this P.O. include all direct, indirect and incidental charges related to the sale and delivery of the goods to Prometric, including, without limitation, all packaging, packing, crating, storage, brokerage fees, insurance costs, document fees, duties and charges of any kind, except for taxes and shipping charges which may be included on the invoice. Unless noted otherwise in writing, invoices will be payable forty-five (45) days following the date of delivery of the goods and Prometric’s receipt of invoice, together with the appropriate supporting documentation. Each invoice shall be subject to verification by Prometric and deductions will be made for disputed items, if any. Submit invoices to Prometric LLC, Attention Accounts Payable, 1501 South Clinton Street, Baltimore, MD 21224.
4. Termination. Prometric or Supplier may terminate this P.O. upon default of the other party, upon written notice to the defaulting party. Prometric mat terminate this P.O. at any time for any reason, upon notice to Supplier. Upon termination of this P.O. by Prometric for reasons other than Supplier’s default, Prometric’s entire liability shall be to purchase the following, without duplication: (i) all goods that had been purchased by Supplier to fulfill Prometric’s order as evidenced by reasonable documentation provided to Prometric; and (ii) all goods received by Prometric that have not been paid for. Upon termination of this P.O. by Prometric due to Supplier’s default, Prometric may elect to purchase, at Supplier’s cost, any goods Supplier may have purchased to fulfill Prometric’s order, or exercise any other rights that Prometric may have at law or in equity.
5. Delivery, Title as Risk of Loss or Damage. Time is of the essence. Failure to deliver the goods on the date and place agreed to is a default under this P.O. Supplier shall notify Prometric of any delay to the delivery date and Prometric may elect, at its option, to: (i) accept the revised delivery schedule; (ii) require Supplier, at Supplier’s expense to deliver the goods by a different mode of transportation; (iii) terminate this P.O.; and (iv) exercise any other rights that Prometric may have at law or in equity. Title and risk of loss or damage passes to Prometric upon receipt by Prometric.
6. Packing, Marking as Shipment. Supplier shall prepare and pack all goods in accordance with good commercial practice so as to affect safe delivery without damage or loss. Supplier shall mark each shipping container to show Prometric’s P.O. number. Supplier shall include in each container a packing list showing the P.O. number, part number and quantity.
7. Trademarks, Logos as Advertising. Prometric’s name, trademark and/or logo may not be used by Supplier without Prometric’s prior written approval. Supplier will not, without Prometric’s prior written approval (which approval Prometric may withhold in its sole discretion), refer to Prometric in any advertising, press release, client list or other promotional or marketing materials.
8. Confidentiality. Supplier agrees to maintain as confidential any information disclosed to it by Prometric.
9. Insurance. If Supplier delivers goods within any Prometric facility, Supplier shall maintain insurance coverage as follows: (i) Workers’ Compensation (statutory limits), (ii) Employer’s Liability Insurance ($1 Million each occurrence), and Commercial General Liability ($1 Million per occurrence) and shall provide Prometric with certificates of insurance upon request.
10. Indemnification. Supplier agrees to defend, indemnify and release and hold Prometric and its employees, agents, directors and officers harmless from and against any and all liabilities, damages, losses, claims, demands, judgments, costs and expenses (including the costs of defense thereof and reasonable attorneys’ fees) whether in contract, strict liability or tort that Prometric may at any time sustain or incur by reason of any claims asserted against any of them on account of bodily injury, death or property damage in any way resulting from, related to, arising out of, or in any way connected with the goods or services supplier by Supplier, its employees, contractors or agents or the delivery thereof.
11. Entire Agreement, Additional or Different Provisions Rejected, Modifications, Amendment. This P.O. constitutes the entire agreement between Prometric and Supplier. Any additional or different provisions proposed by Supplier are rejected and will not be effective unless agreed to in writing by Prometric. This P.O. may be amended or renewed only by written agreement of both parties.
12. Governing Law, Venue. This P.O. shall be governed by and construed in accordance with the laws of the State of Maryland and the exclusive venue for any actions brought under this P.O. shall be Baltimore, Maryland.
13. Legal Compliance. Supplier warrants that the goods sold and materials and services supplied hereunder and every other activity connected therewith have been and will be produced, manufactured, delivered, supplied and performed in compliance with all applicable laws, rules and regulations.