Standard Terms & Conditions of Purchase for Suppliers
Website Terms & Conditions of Use
1. Parties; Items. This order may be used to purchase supplies, machinery, equipment, software, and other goods, and may also be used to contract for the performance of services, including, without limitation, escorted maintenance and construction work on premises specified by Customer. All goods or services covered by this order, regardless of type, will be referred to as “Items”. For purposes of these terms and conditions, an “Affiliate” means those persons or entities located in various countries throughout the world which directly, or indirectly, individually or in combination, control, are controlled by, or are under common control with Customer’s ultimate parent company.
2. Price; Taxes. If a price is stated on this order, the price for the Items shall be the lower of (i) the price set forth on this order, or (ii) Service Provider’s prevailing market price for such Items. If no price is stated on the front hereof, the price for the Items shall be the lower of (i) the price (if any) last charged or quoted to Customer for such Items, or (ii) Service Provider’s prevailing market price for such Items. As used in this Section, prevailing market price shall mean the lowest price at which goods or services the same as or substantially similar to the Items are offered to or sold by Service Provider to any similar Customer, under similar circumstances, in quantities similar to those being purchased hereunder, within the period beginning 30 days before the date of this order and ending 30 days after delivery of the Items to Customer. Unless otherwise provided in this order, the price includes all applicable federal, state, and local taxes and all charges for freight and insurance to deliver the Items to the destination specified by Customer.If Service Provider does not invoice Customer within six (6) months of delivery of the Items, Customer reserves the right not to accept the invoice.Payment terms for undisputed charges shall be forty-five (45) days from Customer’s receipt of each invoice. Customer shall only be obliged to effect payments by means of a wire transfer or other electronic means. Customer requests that Service Provider electronically transmit and receive data for invoice processing, unless, for particular and exceptional reason (e.g. local law requirements), Service Provider must submit paper invoices in hard copy.
3. Delivery or Completion Date(s). Time is of the essence for this order. If Customer has indicated on this order any completion date(s) or date(s) upon which the Items are to be delivered to Customer, Customer reserves the right to cancel this order if any such date is not met or if prior to any such date, Customer has reason to demand adequate assurance of due performance and such assurance is not forthcoming within 10 days after the date of Customer’s demand. If a delivery or completion date is not specified on this order, a reasonable time will be allowed.
4. Title and Risk; Shipment. Unless otherwise indicated on this order, title and risk of loss with respect to the Items shall remain with Service Provider until the Items have been delivered to and accepted by Customer, or an agent or consignee duly designated by Customer, at the location specified on this order. A packing slip must accompany each such shipment. If a shipment is to a consignee or agent of Customer, a copy of the packing slip shall be forwarded concurrently to Customer. If no packing slip is sent, the count or weight reported by Customer or its agent or consignee shall be final and binding upon Service Provider with respect to such shipment.
5. Ownership. Customer retains all right, title and interest in and to any materials provided hereunder, including any artist renderings, logos, pictures, etc, if any (collectively, the “Materials”) which Customer provides to Company in the performance of this order. In the event that Customer is not the owner of the Materials, the owner retains all right, title and interest in and to such Materials. Customer represents and warrants that Customer has the right to provide Company with such Materials for use in the Items. Service Provider shall use the Materials solely in connection with provision of the Items. All work product, including but not limited to, inventions, devices, processes, designs, patents, patent applications, know-how, algorithms, techniques, content, data, documents, reports, illustrations, photographs, recordings, software (in binary and source code formats), databases, brands, logos, trademarks, domain name registrations, and social media accounts invented, developed, generated or created by Service Provider on behalf of Customer in relation to the Items (“Work Product”) shall be deemed ‘work made for hire’ under applicable law; provided however, that work made for hire shall not apply to individual independent contractors in the state of California, and to the extent Work Product cannot be deemed work made for hire for any reason, Service Provider hereby assigns and transfers such remaining Work Product to Customer upon its creation, development, generation or invention. Except to the extent licensed under a separate written agreement mutually agreed to by Customer and Service Provider, Service Provider hereby grants Customer a non-exclusive, perpetual, worldwide, royalty-free, fully paid-up, irrevocable license, with the right to sublicense through multiple tiers, to use, copy, install, perform, display, modify and create derivative works of any other intellectual property, moral rights, or proprietary rights not assigned herein but included in Items delivered to Customer.
6. Compliance with Laws. Service Provider shall at all times comply with all Applicable Laws relevant to its duties, obligations and performance under this order, including Applicable Laws concerning bribery, corruption and related matters; economic and trade sanctions and export controls; and the RELX Group Supplier Code of Conduct, available at http://www.relxgroup.com/corporateresponsibility/policies/Pages/Home.aspx. For purposes of this Section, “Applicable Laws” means all applicable laws, ordinances, codes, regulations, standards and judicial or administrative orders, including, but not limited to, those of the U.S. and the U.K. Customer shall have the right to terminate this order on no notice, without liability, for breach of any provisions of this Section
7. Changes. Customer shall have the right to make reasonable change requests (including, without limitation, additions and omissions) from time to time in the Items, their specifications, drawings, designs, quantity, packing instructions, destination, or delivery schedule. If any such change affects the price of the Items or the time required for Service Provider’s performance under this order, Service Provider and Customer may negotiate an equitable adjustment in the price or delivery schedule or both, provided that all claims for adjustments under this section shall be made by Service Provider to Customer in writing within 30 days after Customer makes the change to which the adjustment relates. No adjustment in the terms of this order shall be binding upon Customer unless Customer has agreed in writing to the same.
8. Inspection. Customer may inspect the Items during their manufacture, construction, or preparation at reasonable times and shall have the right to (a) inspect and (b) accept (or reject) such Items at the time of their delivery and/or completion. Notwithstanding previous inspection or acceptance by Customer, if defects or nonconformities for which Service Provider is responsible under the terms of this order are revealed by subsequent inspection, analysis, manufacturing operations, use, or otherwise, Customer may reject or revoke its acceptance of any affected Items within a reasonable time after such defects or nonconformities are discovered.
9. Warranty by Service Provider. Service Provider warrants all Items delivered hereunder will be free from defects in material and workmanship, will be of good and merchantable quality, will conform strictly to any specifications, drawings, or samples which may have been provided to or furnished by Customer, will not infringe a third party’s intellectual property rights, and will be fit for the particular purposes for which the Items are intended by Customer. Service Provider further warrants that it will have good title to the Items free and clear of all liens and encumbrances and will transfer such title to Customer. All warranties of Service Provider which are set forth in this section or in any other part of this order or which are implied by law shall survive any inspection, delivery, acceptance, or payment by Customer.
10. Indemnification Against Third Party Claims. Service Provider shall, and does hereby, indemnify and agree to hold harmless and upon request, defend Customer, its Affiliates, agents and employees, and persons claiming through Customer (the “Indemnitees”) from and against all claims, demands, litigation, or proceedings of whatever kind, whether based upon negligence, breach of express or implied warranty, strict liability, or any other theory, and from and against all direct, indirect, special, incidental, or consequential damages of every kind whatsoever, arising out of, by reason of, or in any way connected with, accidents, occurrences, or injuries to, or losses to or of any third party or any property of any third party (which may occur before or after acceptance of the Items by Customer) in any way due or resulting from, or alleged to be due or resulting from, in whole or in part, the Items, the design, manner of preparation, manufacture, construction, completion, delivery, or non-delivery of the Items by Service Provider or any subcontractor of Service Provider, or the failure of Service Provider or any subcontractor of Service Provider to give adequate warnings in connection with the Items. Service Provider shall, upon request, pay or reimburse the Indemnitees hereunder for all costs and expenses, including, without limitation, attorney’s fees, incurred by Customer or such other party in connection with any such claim, demand, litigation, or proceeding.
11. Insurance. Service Provider shall maintain, at its expense, such professional liability and other insurance policies with reputable insurers as are reasonable and adequate to provide coverage for its obligations and liabilities under this order for the full duration of such obligations and liabilities, including, but not limited to an Errors and Omissions Liability Insurance Policy in a minimum amount of $2,000,000 aggregate coverage per policy year. If requested by Customer, Service Provider shall maintain products liability and completed operations insurance which provides, under the terms of the primary policy or by contractual liability endorsement if necessary, coverage in respect of claims involving bodily injury or property damage arising out of or in connection with the Items. Such insurance shall be in such minimum amounts as Customer shall designate and shall, upon Customer’s request, declare Customer as a named insured. Such policies of insurance shall not be cancelable except upon 10 days written notice to Customer, and, upon Customer request, Service Provider shall furnish proof of such insurance to Customer.
12. Contingencies. Customer shall have the option to terminate this order or to delay the delivery or completion of all or part of the Items if causes beyond the reasonable control of Customer make it unreasonable to accept delivery hereunder. Such causes include but are not limited to acts of God; war; force of arms; fire; the elements; strikes, picketing or labor disputes; accidents; governmental action, prohibition, or regulation; delay in transportation facilities; and the failure of any party to perform any contract with Customer which adversely affects Customer’s need for the Items. Such termination or delay shall be without cost to Customer to the extent that the Items are standard stock goods which can be resold by Service Provider and/or the Items include services which Service Provider has not then yet performed. In all other cases, Service Provider shall have the right to reasonable compensation for work performed up to the date of such termination by Customer or, in the case of delay, for reasonable handling and storage charges. All claims for compensation under this section shall be made by Service Provider to Customer in writing within 30 days after Customer notifies Service Provider of the termination or delay, as the case may be.
13. Intellectual Property Infringement. Service Provider shall indemnify the Indemnitees against and hold the Indemnitees harmless from any and all costs, expenses, liabilities, and damages, including, without limitation, attorney’s fees, which the Indemnitees may incur in connection with any suit or claims of infringement of any patent, copyright, trademark, trade secret or other intellectual property right by reason of the manufacture, use, or sale of the Items. If so requested by Customer, Service Provider shall, at its expense, appear in and assume the defense of any litigation to which Customer has been made a party which relates to any such infringement.
14. Confidentiality. Service Provider shall not disclose or transfer Confidential Information or Confidential Materials received from Customer. Service Provider may use the Confidential Materials and Confidential Information only for the purpose of performing its obligations under this order. The Service Provider agrees that any breach of this provision by the other would cause irreparable injury not adequately compensable with monetary damages. Accordingly, in addition to any rights otherwise available at law, in equity or by statute, Customer is entitled to injunctive and other equitable relief. For the purposes of this order, “Confidential Materials” shall mean any and all tangible media which is either clearly marked “CONFIDENTIAL” or would be considered confidential by a reasonable person receiving such information and is provided by Customer to Service Provider under this order. “Confidential Information” shall mean any non-public information contained in any Confidential Materials, but Confidential Information shall not include any information which (i) was in the public domain prior to the execution of this order, (ii) becomes part of the public domain through no wrongful action by the Service Provider, (iii) was already known by Service Provider without any breach of a confidentiality obligation by the disclosing party, or (iv) is independently developed by the Customer by the Customer without reference or use of Service Provider’s Confidential Information. Service Provider will promptly return or destroy at the request of Customer any Confidential Materials in Service Provider’s possession or control and provide written certification of such return or destruction to Customer. Service Provider shall not, without Customer’s prior written consent, disclose any such Confidential Materials or Confidential Information to any party other than those employees of Service Provider who require the same for the performance of their duties in connection with this order.
15. Cancellation. Either party shall have the right to cancel this order by providing written notice upon the occurrence of either of the following events: (i) the other party’s insolvency or actions indicating insolvency such as, without limitation, the filing of a petition by or against such party under any chapter of the bankruptcy laws, the appointment of a receiver for such party, or such party’s attempt to make a general assignment for the benefit of creditors, or (ii) the other party’s failure to comply with any of its obligations under this order if such failure continues for a period of 10 days after notice thereof is given to such party. Should Customer cancel this order, Customer may, at its option and without prejudice to any other rights or remedies it may have, take possession of the Items in whatever stage of completion they may be, with or without seeking a writ of replevin or pursuing any other judicial process or remedy. Upon taking possession of the Items, Customer may, if the Items are not completed, complete or contract with any other person(s) to complete the Items, and Service Provider shall be liable for all costs, expenses, or damages of any kind whatsoever which Customer has incurred or suffered.
16. Limitation of Liability. RX SHALL NOT BE LIABLE TO COMPANY UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY. WITH RESPECT TO THIS AGREEMENT, IN NO EVENT SHALL RX BE LIABLE TO COMPANY FOR AGGREGATE DAMAGES IN EXCESS OF THE FEES PAYABLE TO COMPANY AS SET FORTH IN THIS ORDER.
17. Limitation on Assignment. Neither party may assign this order or any right thereunder without the prior written consent of the other except that Customer shall have the right to assign to any of its Affiliates or pursuant to a divestiture, merger or reorganization, or due to the sale of substantially all of its stock or assets.
18. Licenses. Service Provider shall be required to obtain and pay for any licenses, permits, or inspections by public bodies required in connection with the manufacture, completion, or delivery of the Items.
19. Privacy. If Service Provider is Processing any Personal Information as part of its performance under this Agreement, Service Provider shall comply with all applicable obligations set forth in the most recent version of the RELX Group Privacy and Data Protection Requirements for Suppliers available at http://www.relx.com/corporateresponsibility/supply-chain/pages/privacy.aspxand incorporated herein by reference. Terms used but not defined in this section shall have the meanings provided in the RELX Group Privacy and Data Protection Requirements for Service Providers.
20. Mechanic’s Liens. Service Provider hereby waives its rights to any mechanic’s liens or other such liens under any applicable statutes or otherwise for work done or materials furnished in connection with the Items. As a condition to payment, Service Provider shall, upon Customer’s request, furnish Customer evidence that all subcontractors or materialmen used by Service Provider in connection with completion of the Items have been paid in full and have released all mechanic’s liens or other such liens held by such subcontractors or materialmen against the items or the affected premises. Upon Customer’s request, Service Provider shall, at its expense, promptly discharge any mechanic’s liens or other such liens held by Service Provider or its subcontractors or materialmen against the Items or the affected premises or obtain a bond to satisfy such liens. In any event, Service Provider shall indemnify Customer against and hold Customer harmless from any and all costs, expenses, liabilities, and damages, including, without limitation, attorney’s fees, which Customer may incur in connection with or as the result of the existence or discharge of any such liens.
21. Customer’s Rights or Remedies. Any rights or remedies granted to Customer in any part of this order shall not be exclusive of, but shall be in addition to, any other rights or remedies granted in any other part of this order and any other rights or remedies that Customer may have at law or in equity.
23. Miscellaneous. The parties are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of each other. This order shall not be construed to create or imply any partnership, agency, joint venture or employer-employee relationship between the parties. This order, together with any (a) information, documentsor terms on a Customer website incorporated herein by reference and (b) signed, written agreements executed between the parties and related to the Items, shall be deemed to be the entire agreement between Customer and Service Provider for the purchase of the Items and to constitute the complete and exclusive expression of the terms of the agreement, provided however that Customer may update the terms on a Customer website incorporated by reference by posting updated terms on the website. Neither party has relied upon any other prior or contemporaneous written or oral agreements or negotiations with respect to the subject matter. Customer shall not be deemed to assent to any additional or contrary terms proposed by Service Provider unless Customer has expressly agreed in writing to same. If Service Provider has heretofore made Customer an offer with respect to the Items, this order shall not operate as an acceptance of Service Provider’s offer, but rather be deemed to be a counter-offer.
24. Security. Service Provider shall (i) have in place documented information security policies and procedures, which shall be reviewed, tested and updated at least annually, covering the administrative, physical and technical safeguards in place and relevant to the access, use, loss, alteration, disclosure, storage, destruction and control of information and which meet or exceed industry best practices and which comply with all applicable laws and (ii) have in place a documented information security incident handling procedure that is tested and updated at least annually and (iii) immediately report any inappropriate or unauthorized or inadvertent access, disclosure or acquisition of Customer information or any compromise of Service Provider’s information security program (an “Incident”) whether by an authorized, unauthorized or unknown party or individual to Customer and cooperate fully with Customer’s reasonable requests surrounding such Incident.
25. Severability. In the event that any provision hereof shall violate any applicable statute, ordinance, or rule of law, such provision shall be ineffective to the extent of such violation without invalidating any other provision hereof.
25. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL OTHER CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.