PURCHASE ORDER TERMS AND CONDITIONS
1. Agreement to Deliver Goods — The Supplier shall supply the goods and services (the “Products”) in accordance with the terms and conditions provided for in this Purchase Order. This Purchase Order shall not be construed as an acceptance or confirmation of any previous quote or proposal issued by the Supplier and shall constitute the applicable contract between the parties at all times unless Vicone has waived or renounced to any of its provisions in writing. The delivery of the products by the Supplier to Vicone shall constitute acceptance of this Purchase Order and its terms and conditions.
2. Acceptance of Orders —The Supplier shall confirm in writing the acceptance of any Purchase Order issued by Vicone within two (2) days of the date of the receipt of the Purchase Order. Should Vicone not receive said acceptance of its Purchase Order within the above-prescribed delay, the Supplier shall be deemed to have accepted the Purchase Order and the terms and conditions herein.
3. Delivery — The Supplier acknowledges and recognizes that time is of the essence and that the delivery dates provided for in this Purchase Order are firm. If the goods or services ordered are not received or provided by the delivery dates indicated on this Purchase Order, Vicone may unilaterally cancel the Purchase Order in its entirety or any part of said Purchase Order which it wishes to cancel at its discretion. In all circumstances, the Supplier must promptly notify Vicone if it is unable to comply with the delivery dates specified in this Purchase Order. Where the Supplier fails to promptly notify Vicone of any delays in the delivery dates at a minimum thirty (30) days prior to the agreed upon Delivery Dates, Vicone shall be entitled, at its sole discretion, to extend the delivery dates or otherwise purchase the goods and services ordered from a third party and hold the Supplier liable for any and all reasonable costs it incurs in locating and making arrangements for said third party procurement. The Supplier shall deliver the products to the location designated by Vicone. The Supplier shall follow any shipment instructions provided by Vicone and shall properly and carefully package the goods to minimize the risk of damage in transit. Any and all additional costs incurred in transporting the products ordered, notably by way of premium transportation or other, shall be borne by the Supplier if said additional costs incurred are due to the Supplier not meeting the agreed upon Delivery Dates.
4. Forecasts— Where the parties have agreed on forecasted procurement, the Supplier shall use its best efforts to provide Vicone, on a regular basis, with monthly forecasts for the products ordered as Vicone may require. The Supplier shall furthermore provide to Vicone reasonable prior notice of any changes in the forecasts as they become known to the Supplier.
5. Ownership of tools and moulds-Intellectual Property and Confidentiality — The Supplier hereby acknowledges and recognizes that Vicone’s know-how and intellectual property has been relied upon for the development and manufacture of any moulds and/or tooling necessary for production purposes regarding the Products ordered by Vicone. Vicone shall remain, at all times, the sole owner of all tools and moulds delivered to the supplier by Vicone or otherwise developed or manufactured by the Supplier on behalf of Vicone as well all products manufactured for Vicone and Vicone shall also remain as the sole holder of all Intellectual property rights with respect to any products designed by or on behalf of Vicone unless Vicone has assigned said property rights in writing to its Client. Accordingly, the Supplier hereby agrees to remit to Vicone all said tools, moulds, inventory (whether completed or in the form of work in progress) as well as all required accessory documentation to give effect to the foregoing, no later than 48 hours following the issuance by Vicone to the Supplier of a written notice to that effect. The Supplier further accepts and agrees to maintain any and all such products specifications, moulds or tooling strictly confidential, to not make use of any know-how, data or other specifications of the products, to not divulge same to any third parties other than Vicone and to proceed to the destruction of all moulds and tooling requested by Vicone at any time and upon Vicone’s sole discretion. The Supplier acknowledges and recognizes that the identity of Vicone’s customers and the contents of all information exchanged between the Parties constitute confidential information, and hereby undertakes to not solicit or accept any orders directly from Vicone’s customers and to not make use of any information contained in any document provided by Vicone to the benefit of any third parties, including by way of direct agreements with Vicone’s customers. The Supplier further hereby undertakes to permit and authorize any registrations required in its jurisdiction to give effect to Vicone rights of ownership over the tools, mould and products and intellectual property and hereby irrevocably appoints Vicone as its agent and mandatary to proceed with any such registrations as Vicone deems necessary, in its sole discretion.
6. Invoicing and Payment — The Supplier agrees to be bound by the prices provided for in this Purchase Order, and to be responsible for and acquit all sales, use and similar taxes in regard to the Products. Should Vicone provide a direct pay certificate, certificate of exemption from tax or confirmation of reduced tax rate imposed by any applicable tax authority, the Supplier hereby agrees not to invoice any such tax and to reduce its invoices accordingly. Accordingly, where applicable and in the event of the removal or reduction of any governmental tax, excise, duty or import, the Supplier hereby undertakes to reduce its invoices to Vicone accordingly. All invoices issued by the Supplier must make clear reference to Vicone’s corresponding Purchase Order number. Unless this Purchase Order states otherwise, the terms of payment for the products ordered herein shall be net at forty-five (45) days. All payments shall be made in the currency stated on said purchase order.
7. Packaging — The Supplier will comply with all packaging requirements, notably any and all instructions for exports to Vicone as well as any packing and labelling requirements provided by Vicone. The prices shown on this Purchase Order include all wrapping, packing, cartons and freight unless otherwise stated.
8. Specifications and Quality — Any and all products ordered shall comply with the specifications referred to in this Purchase Order and/or other communications between the parties, notably those providing for Vicone’s drawings, specifications and product quality requirements. Vicone shall, within a reasonable delay following the receipt of the goods, which delay may be extended in the event Vicone’s own clients or customers wish to proceed to Product testing, carry out any testing or other product quality verifications to ensure that the products delivered comply with specifications and required workmanship. Vicone may also insist upon inspecting the products during manufacturing and the Supplier hereby agrees to provide Vicone with access to its manufacturing facilities and manufactured products upon reasonable notice to that effect. Any prior inspection of the products by Vicone shall not be construed as a waiver or of any warranty or products liability claim by Vicone. In all circumstances, the Supplier shall not be entitled to modify specifications of the products without first receiving written confirmation from Vicone. The Supplier further warrants that: i) the products to deliver in accordance with this Purchase Order shall not infringe intellectual property right of third party; (ii) the products delivered in accordance with this Purchase Order are free from defects and designs unless the designs are solely based upon written designs provided by Vicone; (iii) the products shall conform to the warranties, specifications and requirements in this Purchase Order;(iv) the products specified in this Purchase Order are safe for use consistent with said Products, and (v) the products shall remain in full compliance with all applicable export and import laws, regulations, orders and policies in effect. In the event that Vicone or its customers ascertain any defect with respect to the Products, the Supplier hereby acknowledges and recognizes that either Vicone or its customer may immediately return said defective products to the Supplier, at the Supplier’s costs and said Products shall, at Vicone’s request, either be repaired or replaced and re-delivered at the Supplier’s sole expense, including any and all associated freight and transport costs or credited to future purchases by Vicone. No invoices for non-conforming products shall be due or owing by Vicone, until such time that the Supplier has remedied said non-conforming products to Vicone’s satisfaction.
9. Title — The title over the products shall pass to Vicone upon delivery.
10. LIMITATION OF LIABILITY — IN NO EVENT SHALL VICONE AND/OR ITS SUBSIDIARIES AND OTHER RELATED LEGAL ENTITIES, BE LIABLE TO THE SUPPLIER FOR ANY LOST REVENUES, LOST PROFITS AND INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.
11. Applicable Jurisdiction and Law — This Purchase Order shall be construed in accordance with the laws of the Province of Quebec, Canada. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the District of Montreal with respect to any dispute which may arise from the terms of this Purchase Order.