Below are the terms and conditions of the Independent Can Purchasing Department

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Independent Can Company Purchase Order Terms and Conditions

A.                AGREEMENT AND ACCEPTANCE – The Purchase Order (defined below), these terms and conditions, and any supplements incorporated by reference (collectively, this “Agreement”) constitute the entire agreement with regards to each Purchase Order and the goods and/or services provided for thereunder. This Agreement supersedes any previous oral or written representations or agreements, including but not limited to provisions in Supplier’s (defined below) quotations, proposals, acknowledgments or other documents. No modifications of this Agreement shall be of any force or effect unless in writing specifically referencing this Agreement and signed by an authorized representative of the party claimed to be bound thereby. Accordingly, this Agreement shall be deemed accepted by Supplier without such modifications unless Purchaser expressly assents to such modifications. In the event these terms and conditions conflict with the terms of the Purchase Order, the terms of the Purchase Order shall prevail.

B.                DEFINITIONS           

Purchaser - Independent Can Company and its expressly authorized purchasing agents.

Supplier – The company listed on the Purchase Order as the seller of the goods and/or services.

Purchase Order (PO) – An agreement to purchase goods and/or services from the Supplier.

Warranty Period – The period beginning upon the first use of the goods by Purchaser and ending 12 months thereafter.

C.                GENERAL - Supplier agrees to deliver goods and/or perform services as described in the PO and in accordance with the terms, conditions and specifications stated and referenced in this Agreement.

D.                ACKNOWLEDGEMENT - Supplier agrees to acknowledge, in writing via e-mail to Purchaser, receipt of this Agreement within forty-eight (48) business hours of receipt. Unless otherwise stated in writing within the acknowledgement, the acknowledgement constitutes acceptance and agreement to, but not limited to, specifications, requirements, pricing, delivery dates, freight terms, shipping instructions and payment terms included and referenced in this Agreement. In the event that any materials, specifications, processes or procedures associated with the good or service being purchased have changed in any manner that would tend to limit or affect the suitability, functionality and/or merchantability of the item or service since the previous purchase of the same item or service, the Supplier agrees to notify Purchaser prior to performing any activities associated with the obligations of this Agreement. Purchaser may elect to continue with, modify or cancel the PO and will indicate their election in writing to the Supplier. Supplier agrees to hold Purchaser and Purchaser’s customers and subcontractors harmless from any adverse effects which directly result from such changes, should vendor have failed to notify Purchaser in advance as herein required.

E.                 DEFECTIVE OR NON-CONFORMING GOODS - If Purchaser experiences any defect, failure or non-conformity of goods (“Defective Goods”) during the Warranty Period, Purchaser shall have the right to take the following actions:

(a)               retain the Defective Goods in whole or in part with an appropriate adjustment in the price for the Defective Goods;

(b)              require Supplier to cure the defect, failure or nonconformity of the goods within 30 days from notice to Supplier of the defect, failure or nonconformity;

(c)               require Supplier to repair or replace the Defective Goods in whole or in part at Supplier’s sole expense, including all shipping, transportation and installation costs;

(d)              correct or replace the Defective Goods with similar items from a third-party and recover the total cost from Supplier, including the cost of product recalls; and

(e)               exercise all other rights available under the Uniform Commercial Code and any other applicable statutes.

F.                 PRICE TERMS - The goods and/or services purchased under this Agreement will be furnished at the price set forth in the PO. Prices shall be inclusive of all delivery costs.

G.                DELIVERY – Time is of the essence. The goods and/or services purchased under this Agreement shall be delivered or performed in full on the date(s) listed on the PO (the “Due Date”). Supplier must notify Purchaser in writing a minimum of seven (7) business days prior to the Due Date if Supplier will not deliver in full by the Due Date. Purchaser will negotiate in good faith with Supplier regarding any revised delivery. The failure of Supplier to deliver any or all of the quantity ordered by the Due Date without notice to Purchaser constitutes a material breach of contract by Supplier and Purchaser reserves the right to cancel any or all open quantity at no cost or penalty to Purchaser. Purchaser will accept delivery prior to the Due Date only if Supplier requests and receives written approval from Purchaser prior to shipment.

H.                SHIPPING – The goods purchased under the PO shall be shipped in accordance with the packaging and labeling specifications on the PO and/or the specifications and requirements referenced within the PO and using the carrier, method and shipping instructions as specified on the PO. Additional costs and documentation for materials and services such as, but not limited to, packing materials and labor, alternate carrier and/or method, customs clearance and fumigation are the sole responsibility of the Supplier unless the Supplier has requested and received in writing approval from Purchaser prior to shipment. The risk of loss in transit shall be upon Supplier until the goods are delivered to Purchaser’s specified location.

I.                   INVOICING – Supplier agrees to the payment terms listed in the PO. In the event of any conflicts between the PO and Supplier’s invoice, the PO shall prevail. All invoices for freight charges must be accompanied by a copy of the Bill of Lading that contains the signature of the receiver. All invoices must be received by Purchaser no later than ninety (90) days after the delivery of goods or complete performance of services. Time is of the essence in this regard.

J.                  LIABILITY – Supplier agrees to defend, indemnify and hold harmless Purchaser and its subsidiaries, successors, officers, directors, agents, customers and assignees from and against any and all costs, damages and/or expenses of any kind or nature whatsoever, which may arise out of, or result from, or be reasonably incurred in contesting, a claim by any person, firm, organization, company or corporation that the materials or services purchased, or use thereof, infringe any letter, patents or any other claims based upon the violation by Supplier of any State or Federal Law or arises from Supplier’s (a) negligent or willful conduct, (b) violation of law, (c) breach of this Agreement, or (d) breach or any express or implied warranty not set forth in this Agreement.

K.                COMPLIANCE - Supplier represents and warrants that it will comply with all applicable laws and regulations including but not limited to, Workmen’s Compensation Laws and other applicable laws relating to or affecting the employment of labor and to induce the sale warrant that there was no violation of the provisions of the Fair Labor Standards Act of 1938, as amended, in the performance of its obligations within this Agreement, or with respect to “Equal Opportunity” legislation of any description. Supplier represents and warrants that any and all material purchased by Purchaser is in compliance with:

(a)               Title 21 CFR 175.300 

(b)              Registration, Evaluation, Authorization and Restriction of Chemicals (REACH)

(c)               Coalition of Northeastern Governors (CONEG)

(d)              California Prop 65

(e)               Consumer Product Safety Information Act (CPSIA)

(f)                California Toxins in Packaging Prevention Act (TIPPA)

(g)              “Title XV – Miscellaneous Provisions” of the Dodd–Frank Wall Street Reform and Consumer Protection Act

Supplier agrees to notify Purchaser in writing prior to performing any activities under this Agreement if any item being purchased contains BPA (Bisphenol A), intentionally or not intentionally (BPA-NI) and/or DINP (Diisononyl phthalate) and their respective concentrations.

L.                 FORCE MAJEURE - Any delay or failure of either party to perform its obligations under this Agreement shall be excused if such delay or failure is caused by an extraordinary event or occurrence beyond the control of the nonperforming party and without the nonperforming party's negligence or willful conduct, such as acts of God, fires, floods, windstorms, explosions, riots, natural disasters, pandemics, labor strikes, wars and sabotage. Written notice of such delay, including the anticipated duration of the delay, must be given by the nonperforming party within ten (10) days of the event. During the period of any delay or failure to perform by Supplier, Purchaser, at its option, may purchase goods from other sources and reduce its orders with Supplier by such quantities, without liability.

M.              CONFIDENTIALITY - All specifications, drawings, engineering notices, financial information, or technical data supplied by Purchaser shall remain its property and shall be held in strict confidence by Supplier. Such information shall not be reproduced, used or disclosed to others by Supplier without Purchaser’s prior written consent.

N.                REMEDIES – Purchaser’s rights and remedies under this Agreement shall be cumulative and in addition to any other rights or remedies provided by law or equity. A waiver by Purchaser of any right or remedy shall not affect any rights or remedies subsequently arising under the same or similar clause.

O.                GOVERNING LAW; DISPUTES - This Agreement shall be construed and interpreted in accordance with the laws of the State of Maryland. All disputes shall be adjudicated exclusively in Maryland State Court located in Harford County or in the U.S. District Court for the District of Maryland.

I acknowledge and certify that:

-    I am an authorized representative of the company/organization listed below.

-    I have read and agree that the company/organization listed below accepts and agrees to the Terms and Conditions listed in this document.