Purchase Order Terms and Conditions
1. Order Acceptance
The Purchase Order, together with these terms and conditions, any attachments and exhibits, specifications, instructions and other information, whether physically attached or incorporated by reference (collectively, the "Purchase Order"), constitutes the entire and exclusive agreement between the VOXX Subsidiary, as Buyer and the supplier (the "Seller" or "Supplier") identified in the Purchase Order. Any additional or different terms proposed by the Seller in any quotation, acknowledgement or any other documents are hereby deemed to be material alterations and notice of objection to them is hereby given. Any such proposed terms shall be void and the terms herein shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties.
2. Entire Agreement
This Order consists of all terms contained on the face hereof, the specifications, documents and attachments referred to or attached hereto by Buyer together with the terms and conditions of purchase stated herein. This Order sets forth the entire agreement between the parties and is limited to the provisions contained herein. No amendments or modifications to its provisions will be binding upon Buyer unless in writing and signed by an authorized representative of Buyer's Purchasing Department.
- The price(s) set forth on the face of this Order are firm. Unless otherwise provided herein, such prices include all costs for packing, insuring and transporting the goods ordered to Buyer's forwarder, or other recipient as outlined in the Order. Buyer shall not be liable for any taxes or governmental charges of fees with respect to this Order other than those which Seller is required by law to collect from Buyer. All such taxes and fees shall be stated separately on Seller's invoice.
- Seller agrees to extend to Buyer any price reductions necessary to give Buyer the benefit of the lowest and most favorable prices and terms offered or given by Seller to other purchasers of the goods and services described in this Order.
- TIME IS OF THE ESSENCE OF THIS ORDER. If delivery is not made at the time specified, Buyer reserves the right to cancel the entire Order, or part of the Order, or expedite shipping at Seller's expense, or delay the delivery date, and hold Seller liable for all costs and damages incurred by Buyer. Seller shall not make any material commitments or production arrangements in excess of the amounts, or in advance of the time necessary to meet Buyer's delivery schedule for goods or services covered by this Order. Any excess commitments or arrangements shall be made at Seller's own risk. Buyer shall not be liable for goods shipped in advance of or in excess of scheduled deliveries.
- Seller assumes all risk of loss and damage to the goods until delivery to Buyer at its facility specified on the face of this Order.
5. Inspection and Acceptance
All goods and services sold hereunder shall be subject to inspection and acceptance by Buyer either at Seller's facility and/or after delivery notwithstanding any payment. After receipt of the goods or services, Buyer shall have a reasonable time, which time shall not be less than sixty (60) days once received at Buyer's facility and/or warehouse, within which to inspect prior to Buyer's acceptance thereof. Nonconforming goods shall be returned freight collect, and Seller shall be debited for the inbound transportation cost plus handling and packing expenses.
- Seller warrants title to the goods described on the face hereof and warrants further that all goods and services furnished: (i) will be in full conformance with the specifications, drawings, samples or other descriptions set forth or referred to on the face hereof; (ii) will perform as represented by Seller (even if such representations do not appear on the face hereof, notwithstanding the provisions of paragraph 2 hereof); (iii) will be new, merchantable and fit for the use intended by Buyer; (iv) will be free from defects in material, workmanship, manufacture and design (where design is Seller's responsibility). Seller's warranty shall be effective as described by our warranty terms.
- In addition to other remedies available at law or in equity, Buyer may, at its option, return to Seller for full credit any goods which do not meet the warranties specified herein or require correction or replacement of such goods or services, all at Seller's risk and expense. Packing and shipping shall be at Seller's cost.
Buyer may direct in writing changes to this Order. Equitable adjustments will be made in price or schedule where required. Any claims for adjustment shall be made by Seller in writing not later than thirty (30) days from the date of Seller's receipt of any such direction from Buyer. Seller shall not be excused from proceeding with a change prior to negotiation of any adjustment.
8. Intellectual Property Indemnity
Seller warrants that the goods purchased hereunder and the manufacture, sale and use thereof do not and will not infringe any third party patent, copyright, trademark, trade secret or other proprietary right ("Intellectual Property"). Seller agrees to defend, indemnify and hold harmless Buyer, its employees, agents, distributors, dealers, affiliates, customers and users from all liabilities, obligations, costs and expenses (including reasonable attorneys' fees and costs), claims or demands for actual or alleged infringement of any Intellectual Property arising from the purchase, use or sale of goods required by this Order, except to the extent that infringement or alleged infringement arises by reason of design for such goods furnished to Seller by Buyer.
Seller agrees to defend, indemnify and hold harmless Buyer and its employees, agents, distributors, dealers, affiliates, customers and users from all liabilities, obligations, costs and expenses (including attorney's fees and costs) incurred by Buyer as a result of all claims, demands, actions or judgments on account of personal injury or death, or damages to property arising out of or in connection with Seller's performance of this Order. Seller shall carry and maintain adequate insurance coverage satisfactory to Buyer to cover the above, and upon Buyer's request, shall furnish Buyer with evidence of such insurance in a form satisfactory to Buyer. Such indemnity shall apply whether an indemnitee is claimed to be passively, concurrently or actively negligent and regardless whether liability without fault is imposed on one of the indemnities.
10. Termination for Convenience
- Buyer may terminate this Order, in whole or in part, at any time with or without cause, upon written notice to the Seller. Upon receipt of such notice, Seller shall stop work immediately and terminate all orders and sub-contracts to the extent that they relate to the terminated work.
- There shall be no charges for terminating the Order with respect to standard goods. Any claim for termination charges for non-standard goods must be submitted to Buyer in writing within ten (10) days after receipt of the termination notice.
- Buyer's sole responsibility to Seller shall be to pay the contract price for such goods as have been delivered as of the time such termination is effective and to reimburse to Seller its actual costs of materials and direct labor expended by Seller as of the termination date in reasonable anticipation of its fulfillment of this Order which are not recoverable by Seller, provided that no allowance shall be made to Seller for any overhead or anticipated profit for undelivered goods. Buyer shall not be responsible for any commitments made by Seller in advance of those necessary to comply with the schedules set forth in this Order. Upon payment of Seller's claim, Buyer shall be entitled to all goods, materials and work in progress paid for.
11. Cancellation by Default
- Buyer may cancel this order immediately, in whole or in part, in the event Seller: (i) fails to make timely delivery, or (ii) breaches any other term or condition of this Order. Seller shall continue to supply any portion of this Order not cancelled.
- In the event of such cancellation, at the Buyers request, Seller will transfer title to, and deliver to Buyer: (i) any completed goods; (ii) any partially completed items and (if) all unique materials and tooling. Prices for partially completed goods and unique materials and tooling accepted shall be negotiated; however, in no event shall such prices exceed the Order price for said goods.
- Upon the happening of any event or condition which may, in Buyer's good faith judgment impair Seller's ability to perform hereunder, Buyer may demand, in writing, adequate assurance of Seller's ability to continue performance of this Order. If Seller does not provide written adequate assurance within fifteen (15) days of receipt of Buyer's demand, Seller shall be deemed to have rejected continued performance hereunder and to have materially breached this Order. In such event, Buyer shall have no further liability hereunder.
- Notwithstanding anything else to the contrary in the Purchase Order or otherwise, Buyer will not be liable to Supplier with respect to the subject matter of the Purchase Order under any contract, negligence, strict liability or other legal or equitable theory for any amounts in excess of the amount Buyer paid Supplier in the six months preceding the event or circumstance giving rise to such liability.
- In no event shall Buyer be liable to Supplier for any incidental, indirect, special, consequential, punitive, compensatory, nominal, or liquidated damages or loss of profits arising out of, or in connection with, the Purchase Order, whether or not Buyer was advised of the possibility of such damage.
- The limitations will apply notwithstanding any failure of essential purpose of any limited remedy provided herein. Noting in the Purchase Order limits either party's liability for bodily injury of a person, death, or physical damage to property or any liability which cannot be excluded under applicable law.
13. Confidential Information
All information furnished or disclosed to Seller by Buyer in connection with this Order which is identified as "Confidential' or "Proprietary" is received in confidence, shall remain the property of Buyer and shall not be disclosed to any third party without Buyer's written consent. Seller shall not use any such information for any purpose other than to perform this Order. If requested, Seller shall execute Buyer's Non-Disclosure Agreement before receipt of any such confidential information. Seller will return, upon demand, all such confidential information to Buyer upon completion by Seller of Its obligations hereunder. The obligations of this paragraph shall survive expiration or termination of this Order.
14. Inventions and Proprietary Rights
Seller agrees to promptly disclose to Buyer all ideas, inventions, discoveries and improvements that are made, conceived, compiled or reduced to practice by Seller, solely or jointly with others, that are related to the performance of, or arising out of, or are paid for by Buyer in connection with this Agreement ("New Developments"). Seller further agrees to assign to Buyer all right, title and interest to all such New Developments. Seller understands and agrees that all New Developments which are subject to copyright protection under the United States Copyright Act of 1976, as amended, shall be considered "works made for hire" within the meaning of Section 101 of the Copyright Act and that such works constitute and contain valuable proprietary assets and trade secrets of Buyer. In the event that, notwithstanding the foregoing, title to and ownership of any New Development initially vests in Seller, Seller agrees to execute, at Buyer's request, all documents as may be necessary to grant, transfer and assign all such title and ownership thereof to Buyer. Seller agrees to obtain written assurances from its employees and contract personnel of their agreement to the terms thereof.
15. Assignment and Subcontracting
Seller shall not delegate or subcontract any duties, nor assign any rights or claims under this Order without the prior written consent of Buyer.
16. Compliance with Law
Seller guarantees that all goods delivered hereunder are produced, packed, labeled and shipped in compliance with all applicable laws. Seller agrees to comply with all federal, State, County and local laws, rules, codes, executive orders and regulations (the "Laws") applicable to its provision of materials and services hereunder. Seller shall, at all times hereunder, be in compliance with Buyer's Code of Conduct which can be found below. Seller agrees to hold harmless Buyer and its employees, agents, affiliates, customers and users from any liability arising from Seller's failure to comply with such Laws.
17. Governing Law
This Order shall be interpreted in accordance with and governed by the laws of the State of New York, excluding its conflict of law rules. Any litigation arising out of this Order shall be brought in the state of federal courts locally in Suffolk County, New York and the parties consent to the jurisdiction over them by such courts. The parties specifically waive application of the UN Convention on Contracts for the International Sale of Goods.
18. Rights and Remedies
All rights and remedies of Buyer specifically set forth in this Order shall be in addition to any other or further rights and remedies provided at law or in equity. Failure of Buyer to insist upon strict performance of any term or condition of this Order shall not be deemed to be a waiver of Buyer's rights and remedies.
All claims for money due or to become due from Buyer shall be subject to setoff by Buyer by reason of any counterclaim arising out of this or any other transaction with Seller.
20. Buyer's Property
All property and material furnished to Seller by Buyer or specifically paid for by Buyer shall be used only in the performance of this Order and shall remain the property of Buyer. Such property shall be held at Seller's sole risk and shall be kept Insured by Seller at Seller's expense in an amount equal to the replacement cost with loss payable to Buyer. Such property shall be delivered in good condition, normal wear and tear excepted, to Buyer, FOB Buyer's facility, immediately upon request by Buyer.
SUPPLIER'S CODE OF CONDUCT
VOXX International Corporation and its Subsidiaries expect its supply partners to abide by the same set of values and beliefs. As such, all of its Sellers are required to meet the following standards, and for each Supplier to require its sub-suppliers to meet these same standards:
1. Child Labor
Suppliers will not under any circumstances use child labor. The term "child" refers to a person younger than 15 years old (or 14 where local law allows) or, if higher, the local legal minimum age for employment or the age for completing compulsory education.
2. Involuntary Labor
Suppliers will not use any forced or involuntary labor whether prison, bonded, indentured, or otherwise. BY ACCEPTANCE OF AGREEMENT, SUPPLIER ACKNOWLEDGES THAT IT IS OPPOSED TO HUMAN TRAFFICKING AND THAT NO FUNDS WILL BE USED IN SUPPORT OF SERVICES OR ACTIVITIES THAT VIOLATE HUMAN TRAFFICKING LAWS
3. Coercion and Harassment
Suppliers will treat each employee with dignity and respect, and will not use corporal punishment, threats of violence or other forms of physical, sexual, psychological abuse or verbal abuse.
Suppliers will not discriminate in hiring and employment practices including salary, benefits, advancement, discipline, termination, retirement, or on the basis of race, religion, age, nationality, social, ethnic origin, sexual orientation, gender, political opinion or disability.
5. Health and Safety
Suppliers will provide employees with a safe and healthy workplace in compliance with all applicable laws and regulations ensuring at a minimum reasonable adequate lighting, and adequate ventilation. Suppliers will also ensure the same standards of health and safety are applied in any housing that they provide for employees.
Suppliers will, at a minimum, comply with all applicable wage and hour laws and regulations, including those relating to minimum wages, overtime, maximum hours, piece rates, and other elements of compensation, and provide legally mandated benefits.
Suppliers will not use sub-suppliers for the manufacture or design of VOXX's or its subsidiaries' products without the prior written consent of VOXX or its subsidiary. VOXX and its subsidiaries reserve the right to require any sub-suppliers performing manufacturing or designing services, or any sub-suppliers of component parts, to enter into a separate written agreement with VOXX and its subsidiaries to cover various topics, including compliance with this Code of Conduct. Notwithstanding the foregoing, it is each Supplier's responsibility to ensure that each of its sub-suppliers receive a copy of this Code of Conduct and any updates hereto, and that all are producing VOXX's or its subsidiaries' products in compliance with its terms.
8. Protection of Environment
Suppliers will comply with all applicable environmental laws and regulations.
9. Monitoring & Compliance
Suppliers will authorize VOXX or its subsidiary and its designated agents (including third parties) to engage in monitoring activities to confirm compliance with this Code of Conduct, including unannounced, on-site inspections of manufacturing facilities and employer-provided housing, review of books and records relating to employment matters, and private interviews with employees. Suppliers will maintain on site all documentation necessary to demonstrate compliance with this Code of Conduct. VOXX and its subsidiaries reserve the right to cancel Purchase Orders without further liability to Supplier if (i) Supplier refuses to allow on-site inspections consistent with this provision; or (ii) to implement the corrective actions recommended as a result of the on-site inspection within a commercially reasonable timeframe specified by VOXX or its subsidiary.
10. Conflict Minerals
Suppliers shall evaluate the origin or source of their materials through supply chains, including those obtain by sub-suppliers, to verify that the materials have not been obtained through any illegal form of mining (e.g. materials obtained from the Democratic Republic of Congo).
11. Anti-Bribery Compliance
Supplier shall comply with all applicable anti-bribery and anti-corruption laws and regulations, including the US Foreign Corrupt Practices Act and those in any jurisdiction where Supplier is located or performs services pursuant to this Agreement.
REGULATORY COMPLIANCE REQUIREMENTS
If the products purchased in this PO contain Composite Wood Products, they must be CARB Phase II Compliant set forth by the state of California Air Resources Board (CARB) in sections 93120-93120.12, title 17, of the California Code of Regulations.
The parties hereby incorporate the requirements of the Notification of Employee Rights under Federal Labor Laws; Final Rule; 29 CRF Part 471, Appendix A to Subject A, if applicable.
When applicable, this contractor and subcontractor shall comply with the EEO Clause in Section 202 of Executive Order 11246, as amended, which is incorporated herein by specific reference.
When applicable, this contractor and subcontractor shall abide by the requirements of 41 C.F.R. section 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.
When applicable, this contractor and subcontractor shall abide by the requirements of 41 C.F.R. section 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.
All products, assemblies, and sub-assemblies, and/or components must be in compliance with EU Directives 2011/65/EU Restriction of Hazardous Substances 2 (RoHS 2) and 1907/2006/EC Restriction, Authorization and Restrict of Chemicals (REACH). Only RoHS 2 and REACH compliant components with no substances of very high concern (SVHC) will be procured.
All products, assemblies, sub-assemblies, and/or components shall not contain Conflict Minerals obtained from the Democratic Republic of the Congo or adjoining countries, or any derivatives products Conflict obtained from these regions.