PURCHASE ORDER GENERAL TERMS AND CONDITIONS
Acceptance. TAI Engineers, LLC. (“Company”) and the other person or entity named on the face of a Purchase Order (“Seller”) agree that these General Terms and Conditions shall be part of any contract formed between the parties as a result of a Purchase Order. “Purchase Order” or “P/O” means an order issued from time to time by Company to Seller for goods and/or services. The term “goods” includes everything other than services. Before any Purchase Order issued by Company becomes a binding contract, it constitutes an offer to enter into a contract that can be revoked at any time, in whole or in part, by Company prior to acceptance by Seller.
Specifications. Any commercial, technical, or other specifications included in the Purchase Order or any addenda thereto, shall be conclusively presumed to be accepted as additional terms and conditions upon commencement of performance or acknowledgment by Seller. Seller agrees to be bound by each and every requirement, specification and document so incorporated therein.
Delivery. “Delivery” shall occur when goods and/or services are received by Company at the address shown on the face of and in accordance with the terms of the applicable Purchase Order. Risk of loss and damage to goods shall remain with Seller until Delivery. All costs of returning damaged goods, including packing, shipping, and insuring, shall be borne by Seller.
Warranties. Seller warrants for a period of one year, commencing from date of Delivery, that all goods and services shall be of good quality, free from defect, fit, suitable and sufficient for their intended use; and additionally, that goods shall be electrically, electronically, mechanically, structurally and functionally sound. Information to be supplied with warranty for performance and supplier accepts all liabilities to meet performance requirements as proposed. Seller agrees that the foregoing warranties shall be in addition to, and not limited by, any warranties provided by law or offered by Seller.
Inspection. Without affecting other rights under the Purchase Offer, Company may inspect all goods prior to shipment by Seller, and Seller shall give Company’s representatives access to Seller’s facilities at all reasonable hours for purposes of making such inspections.
Packaging & Shipment. The price of goods includes all applicable costs and charges for packing, loading, shipping and insurance, all of which shall be arranged or performed by Seller in a manner that meets carrier requirements and safeguards goods against damage and loss. Each package shall be marked to show the Company P/O number and part numbers, and shall include a packing list of all contents.
Prices & Payments. All prices stated in the Purchase Order are firm and not subject to escalation. Seller warrants that the prices set forth in this Purchase Order are at least as low as those currently being quoted by Seller to commercial users for the same goods and/or services, in like quantities, under similar circumstances. Unless otherwise expressly agreed, payment terms are NET 30 days from receipt of Seller’s invoice for goods and/or services Delivered and accepted by Company. Invoices must reference the corresponding Purchase Order number and be delivered with supporting documents to the following address:
TAI Engineers, LLC.
2021 Lakeshore Drive, Suite 414
New Orleans, LA 70122
With copies emailed to: A.Raj@TAIEngineers.com and AP@TAIEngineers.com
Tax Exemption. Purchases of goods and services for vessels engaged in interstate marine transportation are exempt from state and local sales and use taxes; therefore, Seller shall not charge Company such taxes for such goods or services. Company shall furnish all appropriate tax exemption certificates to Seller upon request.
Indemnification. IN THE EVENT THAT ANY REPRESENTATIVES OF SELLER ARE ON COMPANY’S PREMISES OR ITS VESSELS, SELLER AGREES TO INDEMNIFY AND SAVE COMPANY AGAINST ALL LIABILITIES, LOSSES, DAMAGES AND EXPENSES, INCLUDING REASONABLE ATTORNEY FEES, FOR PERSONAL INJURIES, DEATH OR PROPERTY DAMAGE OF SELLER, ITS EMPLOYEES, AGENTS, OR ITS SUBCONTRACTORS OR THEIR AGENTS OR EMPLOYEES, INCIDENT TO, ARISING OUT OF, OR RESULTING FROM THE ACTIVITIES OF SELLER, ITS EMPLOYEES AND AGENTS, OR ITS SUBCONTRACTORS AND THEIR AGENTS AND EMPLOYEES, OR IN CONNECTION WITH THE WORK TO BE PERFORMED, SERVICES TO BE RENDERED, OR GOODS TO BE FURNISHED, UNDER ANY PURCHASE ORDER, EXCEPT IN THOSE INSTANCES WHERE SUCH LIABILITY, LOSSES, DAMAGES OR EXPENSES ARE CAUSED SOLELY AND DIRECTLY BY COMPANY’S NEGLIGENCE.
Entire Contract. The Purchase Order, when accepted by Seller, shall constitute the entire contract between Company and Seller. Seller’s commencement of work on goods for Company or shipment of goods to Company, whichever occurs first, shall be deemed an effective mode of acceptance of Company’s offer to purchase contained in this Purchase Order. Any acceptance of this Purchase Order is limited to acceptance of the express terms of the offer contained herein. Any proposal for additional or different terms or any attempt by Seller to vary in any degree any of the terms of this offer in Seller’s acceptance is hereby objected to and rejected but such proposal shall not operate as a rejection of this offer unless such variances are in the terms of the description, quantity, price, or delivery schedule of the goods but shall be deemed a material alteration thereof, and this offer shall be deemed accepted by the Seller without said additional or different terms. If this Purchase Order shall be deemed an acceptance of a prior offer by Seller, such acceptance is limited to the express terms contained herein. Additional or different terms or any attempt by Seller to vary in any degree any of the terms of this Purchase Order shall be deemed material and shall be rejected. However, this Purchase Order shall not operate as a rejection of the Seller’s offer unless it contains variances in the terms of the description, quantity, price, delivery schedule, of the goods. In the event of any conflict, the terms and conditions of the P.O. shall supersede those of the Seller’s offer.
Changes. Company may from time to time, by written instruction, make changes, issue additional instructions, or require additional work. These General Terms and Conditions shall apply to all such written modifications unless the parties agree otherwise. No additions, extra work, or alterations shall be paid for by Company unless performed pursuant to, and in accordance with a written Purchase Order of the Company.
Cancellation. Company may cancel a Purchase Order at any time by giving written notice to Seller. An equitable adjustment in price and/or other terms shall be negotiated for goods and/or services Delivered or in the process of being Delivered at time of the cancellation.
Hazardous Materials. Seller certifies that it has reported and shall continue to report, in accordance with the Toxic Substances Control Act (“TSCA”) and the Inventory Reporting and Premanufacture Notice regulations of the U.S. Environmental Protection Agency, all reportable chemical substances which Seller currently manufactures or may manufacture in the future and which are supplied by Seller to Company. Seller further certifies that it has taken appropriate action to assure that chemical substances which Seller does not manufacture, and which are components of Seller’s goods sold to Company, have been reported as required by the Inventory Reporting and Premanufacture Notice regulations. Seller further certifies that for any chemical substance supplied to Company, Seller shall inform Company of any TSCA restriction governing the use of such chemical substance including, but not limited to, proposed or final significant new use rule restrictions. Seller shall submit a material safety data sheet (“MSDS”) for each hazardous material to the Company (attention: Environmental Health & Safety Manager) within fifteen (15) days of issuance of the Purchase Order. For the purposes of any Purchase Order, “hazardous materials” means any explosives, radioactive materials, PCBs, CFCs, or substances defined as “hazardous substances” in the Comprehensive Environmental Response and Liability Act of 1980, as amended from time to time.
MSA. In the event a Master Service Agreement (“MSA”) is in effect between the parties at the time any P/O is issued, and a conflict or inconsistency exists between the terms and conditions of the MSA and the Purchase Order, the terms and conditions of the MSA shall control.
Nondiscrimination. Seller agrees to comply with all provisions of Executive Order 11246, as amended by Executive Order 11375 and all rules, regulations and relevant orders of the Secretary of Labor related to equal employment opportunity that are in effect on the date of any Purchase Order.
Compliance with Laws. Seller shall comply with all statutes, legal directives and regulations in its performance under any Purchase Order. In the event that goods do not conform to any legal requirement in addition to the requirements of any Purchase Order and Company sustains any liability or penalty for such nonconformance, Seller shall indemnify Company for all such liability costs and expenses, including attorney fees and interest.
Law & Venue. Any claims arising from or related to this Purchase Order shall be litigated exclusively in a court of competent jurisdiction in or for Orleans Parish, Louisiana, under Louisiana law. Seller agrees to the jurisdiction of said courts. In case of a dispute over this Purchase Order, the prevailing party shall be entitled to recover reasonable attorney fees and costs after final, non-appealable judgment. Any agreement between the parties shall be interpreted as having been drafted jointly by the parties. Accordingly, any rule of law that would require interpretation of any ambiguities in an agreement against the party that drafted a particular provision is not applicable and is hereby waived.
Time of the Essence. Time is of the essence for all Purchase Orders. Seller shall give timely notice to Company of any expected delay in delivery. Unauthorized advance shipments and shipments other than for the quantity ordered are returnable at Seller’s expense.
Intellectual Property. Seller grants to Company a license for all intellectual property rights that are necessary for Company and its affiliates to use any of the goods or benefit from any of the services Delivered by or on behalf of Seller. Seller represents and warrants to Company that software provided to Company by or on behalf of Seller, whether integrated into or as separate goods or in connection with services, does not infringe upon or constitute an unauthorized use of any patent, trade secret, copyright, or other proprietary right. Seller shall hold harmless, indemnify and defend Company for any suit or proceeding brought against Company based on a claim that any goods or services purchased or any part thereof, infringe any patent, trade secret copyright, or other proprietary right of any third party, provided Seller is notified promptly in writing and given authority, information, and assistance by Company to defend such suit or proceeding. Seller shall pay all costs of defending such suits or proceedings, including attorney fees, any damages awarded against Company and any amounts agreed upon by Seller to settle such claims. If the use of goods, or any part thereof, is enjoined due to infringement, or precluded by settlement, Seller shall promptly, at its own expense, and at its option, either procure for Company the right to continue using such goods, replace the same with non-infringing goods that conform to applicable specifications, or modify such goods in a manner acceptable to Company so they become non-infringing.
Separate Contracts. Company reserves the right to enter into other agreements in connection with the goods and/or services provided hereunder or otherwise, in its sole discretion. Seller shall afford other contractors reasonable cooperation in the execution of their work conducted pursuant to any such agreements.
Conflict of Interest. Neither Seller nor any tier subcontractor of Seller shall hire any employee or officer of Company while that employee or officer is an employee or officer of Company, or make any payments to any employee or officer of Company, or to any designee of any such employee or officer, or favor any employee or officer of Company, or any designee of any such employee or officer with gifts or entertainment of significant cost or value, or with services or goods sold at less than full market value.
Independent Service Provider. Nothing herein creates a joint venture, employer-employee, agency or partnership relationship between the parties. Neither party may enter into any contracts or commitments in the name of, or on behalf of, the other party, or bind the other party in any respect.
Severability; Remedies; Waiver. If any one or more provisions contained in this Purchase Order are held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the remaining provisions shall nonetheless remain valid and enforceable. The remedies contained herein are cumulative and in addition to any other remedies at law or equity. Company’s failure to enforce, or waiver of a breach of, any provision of this Purchase Order does not constitute a waiver of any other breach or of such provision.
Assignment. Company may assign this Purchase Order at any time. Seller shall not assign this Purchase Order or any of its rights, duties, or obligations under this Purchase Order, including without limitation any right to payment, without the prior written consent of Company. This Purchase Order shall inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, except as specifically provided by this Purchase Order. Seller shall not subcontract all or any portion of the services covered by this Purchase Order without the prior written consent of Company.
Title and Risk of Loss. Seller represents and warrants to Company that it has, and that Company shall receive from Seller good, valid and marketable title to all goods supplied hereunder, free and clear of any and all liens, security interests, encumbrances, pledges, rights of redemption, and/or retentions or reservations of title. SELLER AGREES TO INDEMNIFY, DEFEND AND HOLD COMPANY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES) RESULTING FROM OR RELATED TO ANY BREACH OF SAID WARRANTY. When Company is required to make installment payments in respect to goods to be manufactured and provided by Seller to Company under this Purchase Order, commencing upon the first payment made and continuing with each subsequent payment thereafter, title to such goods shall pass to Company as work proceeds commensurate with the payments made by Company to Seller. Risk of loss or damage to such goods shall not pass from Seller to Company unless and until Delivery of the goods occurs. In addition to any other rights that may exist under Louisiana law or at common law or under this Purchase Order, Seller shall be entitled to a possessory lien on each undelivered item that constitutes goods under this Purchase Order for any unpaid portion of the price for such goods then actually due and payable.
Testing and Acceptance. It shall be Seller’s sole responsibility to obtain all required certifications and ratings for the goods from regulatory agencies or other third parties, and to provide documentation of compliance with such standards to Company in a timely manner. Seller represents and warrants to Company that any and all such documentation to be valid and accurate. When a Factory Acceptance Test (“FAT”) is required, a detailed FAT shall be performed on the goods at Seller’s facility in accordance with Seller’s standard protocol to ensure conformity with contract specifications and to enable such goods to receive required classifications and certifications. Seller shall submit to Company its FAT protocol at least thirty (30) days in advance of the test date. Company shall have the right to reject or comment on the FAT protocol, to require reasonable changes in the FAT protocol to assure that sufficient testing is done to prove compliance with all such requirements, and to have an authorized representative attend the FAT. Company shall be given a minimum seven (7) day advance notice of the scheduled dates for the FAT. When sea trials are required, the goods will undergo sea trials to prove that, without limitation, the construction, design, machinery, equipment and systems of the goods operate in accordance with all contractual, technical, and regulatory requirements and specifications. Upon completion of all required FAT and sea trials and any corrective measures to the satisfaction of Company, Company shall sign an appropriate Acceptance Certificate confirming acceptance of the goods by Company.
Information. Seller represents and warrants to Company that all information, data, manuals, instructions and certifications furnished by Seller in connection with this Purchase Order is true, complete and accurate in all material respects, and that Seller has no reason to believe any such information to be inaccurate in any material respect since the date such information was furnished to Company.
Company Policies. Seller represents and warrants to Company that no gratuities or anything of value has been given to or received from any representative of Company, and that Seller shall abide by Company’s Code of Business Conduct and Ethics Policy.