“ID Business Solutions Ltd” means ID Business Solutions Ltd, acting through its subsidiaries, affiliates, partnership, joint venture or business units, as identified on the face of the Contract. If a subsidiary, affiliate, partnership or joint venture of ID Business Solutions Ltd is identified on the face of the Contract then “ID Business Solutions Ltd” means that subsidiary, affiliate, partnership or joint venture. Each ID Business Solutions Ltd subsidiary or affiliate shall have the right to assign this Contract to any other subsidiary, affiliate, partnership or joint venture or to purchase goods from the Supplier on behalf of any other ID Business Solutions Ltd subsidiary, affiliate, partnership or joint venture.
- “Supplier” means the party identified on the face of this Contract with whom ID Business Solutions Ltd is contracting.
These terms and conditions apply to all purchases by ID Business Solutions Ltd.
C. ACCEPTANCE OF CONTRACT/TERMS AND CONDITIONS:
- These terms and conditions together with the accompanying ID Business Solutions Ltd purchase order and supply contract, if any, constitute the entire agreement between the parties (the “Contract”) and no change to or modification of the Contract shall be binding on ID Business Solutions Ltd unless signed by an authorized representative of the appropriate purchasing department. In the event that the Supplier acts upon the direction of ID Business Solutions Ltd personnel other than the authorized purchasing representative, it does so at its own risk.
- This Contract is ID Business Solutions Ltd’ offer to purchase the goods and/or services described on the purchase order. ID Business Solutions Ltd’ placement of this Contract with Supplier is expressly conditioned upon Supplier’s acceptance of all of the terms and conditions of purchase contained on and attached to this Contract.
- ID Business Solutions Ltd rejects any additional or inconsistent terms or conditions offered by Supplier at any time irrespective of ID Business Solutions Ltd acceptance of or payment for Supplier’s products or services.
- Any of the following acts by the Supplier will constitute acceptance of this Contract:
- Signing and returning a copy of this document;
- Commencing performance of any effort required to complete this purchase order;
- Informing ID Business Solutions Ltd of commencement of any effort to complete this purchase order;
- Shipping of any products in performance of this purchase order; or
- Acceptance of payment.
D. DELIVERY SCHEDULE: Time is of the essence in delivering products and services under this Contract. Supplier shall exert its best efforts to meet the delivery schedules provided in the purchase order or master supply contract or as set by ID Business Solutions Ltd from time to time. Supplier, will at its own expense, ship by express or air shipment or by the most expeditious means if the delivery schedule is endangered for any reason other than fault by ID Business Solutions Ltd. No change in the scheduled delivery date or performance will be permitted without ID Business Solutions Ltd’ prior written consent. No acceptance of goods or services after the scheduled delivery date will waive ID Business Solutions Ltd’ rights with respect to such late delivery nor shall it be deemed a waiver of future compliance with the terms of this Contract. Early deliveries are not acceptable to ID Business Solutions Ltd unless approved in writing before the deliveries are made. Early deliveries, if approved, shall be at no change in the price of the items.
E. PACKING: Unless otherwise specified, all goods are to be packed in accordance with good commercial practice. All invoices, packages, shipping notices, instruction manuals and other written documents affecting this Contract shall contain the applicable purchase order number. Packing lists shall be enclosed in each box or package shipped pursuant to this purchase order, indicating the contents therein. Invoices will not be processed for payment until all items invoiced are received. Supplier shall be responsible for the payment of all charges for handling, packaging, wrapping, bags, containers and related matters unless approved by ID Business Solutions Ltd in writing.
F. SHIPPING: Unless otherwise provided on the face of this purchase order, delivery must be made to the ID Business Solutions Ltd receiving department at the location specified in the purchase order. Supplier shall provide complete and accurate documents as required by ID Business Solutions Ltd for timely import clearance and compliance with import regulations of the receiving country. All goods are to be shipped freight prepaid, FCA destination, unless otherwise stated. ID Business Solutions Ltd reserves the right to approve the carriers used by the Supplier. Where ID Business Solutions Ltd has so authorized in writing, goods may be shipped FCA shipping point, but Supplier shall prepay all shipping charges, route the goods by the cheapest common carrier, or the carrier specified, and list said charges as a separate item on Supplier’s invoice. Each invoice for shipping charges shall be accompanied by the original or a copy of the bill indicating that such charges have been paid. ID Business Solutions Ltd reserves the right to reject C.O.D. shipments. Costs incurred by ID Business Solutions Ltd that result from the Supplier’s failure to observe these shipping instructions will be billed to the Supplier. Each delivery against this order shall be accompanied by a packing slip, to be rendered with the shipment, which clearly identifies the order number and the items delivered identified by order line item. Until Supplier performs corrective action as required by ID Business Solutions Ltd the items in question will be held in ID Business Solutions Ltd quarantine area with payment delayed. If Supplier fails to take prompt corrective action ID Business Solutions Ltd shall have the right to return the items to the Supplier at Supplier’s cost.
G. RISK OF LOSS AND INSURANCE: Unless noted differently in the Contract, ID Business Solutions Ltd shall bear the risk of loss, injury or destruction of goods ordered after Supplier has delivered to the FCA destination point and ID Business Solutions Ltd has accepted the goods. Supplier shall be responsible for insuring the goods until they are accepted by ID Business Solutions Ltd.
H. INSPECTION AND QUALITY CONTROL: All deliveries of items furnished pursuant to this order may be subject to inspection and test by ID Business Solutions Ltd. If upon inspection, any of the items are found to be defective in material or workmanship or otherwise not in accordance with the requirements of this Contract, ID Business Solutions Ltd may at its option, in addition to any other rights or remedies which it may have: (A) require prompt correction or replacement of non-conforming items at Supplier’s expense; (B) rework or have reworked any such items at Supplier’s expense for the purposes of having such items brought into conformity with the requirements of the order; (C) require the Supplier to make delivery to ID Business Solutions Ltd as is with a reduction in the price as may be mutually agreed; (D) reject any such items and require immediate removal thereof from ID Business Solutions Ltd premises with full credit for the invoice price plus any additional charges, whether direct or indirect, incurred by ID Business Solutions Ltd; or (E) terminate the order in whole or in part under the provisions of Section O of this Contract. Goods are not considered accepted until they have passed successful inspection at ID Business Solutions Ltd.
- ID Business Solutions Ltd may at any time by written notice make changes within the general scope of this Contract in any one or more of the following:
- Schedule and/or time of performance;
- Place of performance of the services;
- ID Business Solutions Ltd subsidiary, affiliate, partnership or joint venture to receive the goods or services or the place of inspection, delivery or acceptance; and (d) Method of shipment or packing.
- If any such change causes an increase or a decrease in the cost of, or the time required for, performance of any part of this Contract, ID Business Solutions Ltd shall make an equitable adjustment to the Contract price and/or delivery schedule and modify this Contract accordingly. Changes to the delivery schedule shall be subject to a price adjustment only.
- Supplier must assert its right to an equitable adjustment under this section within ten (10) days from the date of receipt of the written change order.
J. PAYMENT: Payment terms of Net 60 days upon receipt of acceptable goods or services.
K. PRICES: Supplier shall not invoice any items of this purchase order at prices higher than the corresponding item prices stated on the face of the order without ID Business Solutions Ltd prior written agreement. Prices appearing on the face of the order include all packaging and crating for shipment to the level specified on the order (or where not specified, to best commercial standard) and shall be firm and fixed for the term of this order. For non-Canadian Suppliers, the prices on the face of the order shall include all applicable Federal, State or local taxes which shall be segregated and charged separately, if applicable. Canadian Suppliers shall charge applicable sales taxes in all cases where ID Business Solutions Ltd has not specified sales tax exemption numbers on the face of the order. Invoices shall be mailed under separate cover to the attention of ID Business Solutions Ltd’s Accounts Payable department or may be delivered electronically or in another format if agreed in advance by ID Business Solutions Ltd.
L. SETOFF: Any amounts owing to ID Business Solutions Ltd by Supplier may be set off against amounts otherwise due to Supplier under this Contract or any other purchase order.
M. WARRANTIES: Supplier warrants to ID Business Solutions Ltd, its successors, customers and any third party ultimately using any goods or services furnished pursuant to this Contract:
- That all good and services delivered pursuant to this order will be merchantable, suitable for the intended purposes and free from defects in material and workmanship and will conform to all applicable specifications, drawings, samples and descriptions. If Supplier is responsible for design of items, Supplier warrants that all items delivered under this order will be suitable for use by ID Business Solutions Ltd. ID Business Solutions Ltd’ written approval of designs furnished by Supplier shall not relieve Supplier of its obligations under this warranty.
- Unless otherwise stated, the goods or services ordered are to have an intended usage in the manufacture, construction, modification, maintenance, repair and/or servicing of ID Business Solutions Ltd’ goods, services, products or facilities.
- Supplier warrants and represents that all the goods will, when delivered hereunder, be free and clear of all liens, claims or encumbrances of every kind.
- With respect to any services provided pursuant to this Contract, Supplier warrants that those services will be performed with the degree of high professional skill and sound practices and judgment which is normally exercised by recognized firms with respect to services of a similar nature.
- The foregoing express warranties shall be in addition to any warranty customarily made by Supplier of its product and any implied warranties and shall be construed as conditions as well as warranties.
- SUPPLIER’S WARRANTY SHALL EXTEND FOR A PERIOD OF 12 MONTHS AFTER THE ITEM IS DELIVERED AND ACCEPTED BY ID Business Solutions Ltd AND APPLIED TO ITS INTENDED USE. Where ID Business Solutions Ltd incorporates that item into a product of ID Business Solutions Ltd to be delivered to its customer, Supplier’s obligation under this clause shall be for the benefit of ID Business Solutions Ltd’ customer and shall extend to one year after application of the item to its intended use.
- Supplier shall be liable for all damages to both ID Business Solutions Ltd and its customers incurred as a result of any defect or breach of warranty in any item covered by this contract.
- The warranties represented and covenants of parties hereto shall survive the delivery of the goods or completion of the work or services provided and be fully enforceable thereafter. Supplier’s warranty hereunder is part consideration for this order, any payment by ID Business Solutions Ltd hereunder is condition upon this warranty remaining in effect; and no modification or other change of this warranty shall be valid unless evidenced by ID Business Solutions Ltd’ written consent.
N. ID Business Solutions Ltd INTELLECTUAL PROPERTY EQUIPMENT DRAWINGS OR SPECIFICATIONS
- Title to any tooling or equipment provided to Supplier by ID Business Solutions Ltd or paid for by ID Business Solutions Ltd shall remain with ID Business Solutions Ltd.
- Supplier is responsible for the protection, calibration, maintenance, and care (other than normal wear) of all tooling and equipment owned by ID Business Solutions Ltd that is provided to the Supplier.
- ID Business Solutions Ltd shall have the right to enter Supplier’s premises at any time during regular business hours to inspect ID Business Solutions Ltd owned tooling or equipment without providing Supplier any notice. ID Business Solutions Ltd owned tooling shall be returned to ID Business Solutions Ltd in an acceptable condition immediately upon demand. ID Business Solutions Ltd shall have the right to enter upon Supplier’s premises at any time without notice to recover ID Business Solutions Ltd owned tooling.
- ID Business Solutions Ltd shall have the right to enter supplier’s premises at any time without notice to recover any parts, items or inventory for which ID Business Solutions Ltd has already paid.
- Any drawings and specifications provided to Supplier by ID Business Solutions Ltd and all intellectual property related thereto including product designs, manufacturing processes and trade secrets shall remain the property of ID Business Solutions Ltd. Any drawings or specifications prepared by Supplier on behalf of ID Business Solutions Ltd shall be the property of ID Business Solutions Ltd and Supplier covenants to take any actions necessary to transfer ownership of such intellectual property rights to ID Business Solutions Ltd. Supplier shall keep all drawings and specifications owned by ID Business Solutions Ltd in secrecy and confidence.
O. DEFAULT: ID Business Solutions Ltd may by written notice of default to Supplier cancel the whole or any part of this order in any of the following circumstances:
- If Supplier fails to make delivery of the goods or to perform the services within the time specified herein or any extension thereof;
- If, in ID Business Solutions Ltd’ reasonable judgement, the Supplier fails to perform any of the other provisions of this order or fails to make progress as to endanger performance of this order in accordance with its terms and does not cure such failure within a period of ten days, or such longer time as may be authorized in writing, after receipt of written notice from ID Business Solutions Ltd specifying such failure;
- If Supplier is in breach of any of the terms or conditions of this contract;
- If Supplier becomes insolvent or makes an assignment for the benefit of creditors, or if there shall be instituted by or against Supplier any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt or insolvency law of any jurisdiction or for the appointment of a receiver or trustee in respect to any of Supplier’s property and such proceeding is not dismissed or cured within 60 days or an extended time that has been mutually agreed upon; or
- If Supplier delivers non-conforming items.
P. EXCUSABLE DELAYS: Supplier shall not be responsible for damage caused because of delays in the performance of its obligations under this order that are beyond its control and without fault or negligence provided that the Supplier furnishes ID Business Solutions Ltd with prompt written notice of any such cause which will or may delay the Supplier’s performance. Notwithstanding the foregoing, ID Business Solutions Ltd shall have the right to cancel this Contract if it is not filled in accordance with the delivery date promised. Supplier agrees to accept such cancellation at no cost to ID Business Solutions Ltd.
Q. INDEPENDENT CONTRACTOR: Supplier’s relationship to ID Business Solutions Ltd shall be that of an independent contractor and this Contract does not create an agency, partnership or joint venture relationship between Supplier and ID Business Solutions Ltd. Personnel or employees supplied by Supplier under this Contract shall be deemed employees of Supplier and shall not for any purposes be considered employees or agents of ID Business Solutions Ltd. Supplier assumes full responsibility for the actions and supervision of such personnel while performing services under this Contract. ID Business Solutions Ltd assumes no responsibility for Supplier personnel.
R. NO SUBCONTRACTING: The Supplier shall not subcontract any portion of the work under this purchase order to any other party without the express written consent of ID Business Solutions Ltd.
S. WORK AT AN ID BUSINESS SOLUTIONS LTD LOCATION: Where the Supplier needs to gain access to an ID Business Solutions Ltd location to provide services or products, Supplier acknowledges that there may be additional terms and conditions that must be agreed to before entering any specific site.
T. INDEMNITY: Supplier shall defend and hold ID Business Solutions Ltd harmless against all claims and liabilities that result in bodily injury or property damages which are caused by the negligence or willful misconduct of the Supplier or anyone acting on the Supplier’s behalf including any agents, employees or subcontractors or which arise out of the infringement of any third party’s intellectual property rights including patent, trademark or copyright infringement by any goods or services delivered under this Contract. Supplier shall obtain such licenses as are necessary to remove such infringement, provided that Supplier is reasonably notified of such claims and liabilities. Supplier’s obligation shall not apply to goods manufactured by Supplier pursuant to detailed designs developed by ID Business Solutions Ltd and furnished to Supplier under an order which does not require research, development, or design work by Supplier. Supplier’s obligations shall also not apply to any infringement arising from the use or sale of products in combination with items not delivered by Supplier if such infringement would not have occurred from the use or sale of such products solely for the purpose for which they were designed or sold to ID Business Solutions Ltd.
U. LIMITATION OF LIABILITY: Notwithstanding any other provision of this agreement, neither party shall be liable for special, indirect or consequential damages.
V. ASSIGNMENT: Supplier shall not assign this contract, or the right to payment due hereunder, without ID Business Solutions Ltd’ written consent.
W. CONFIDENTIALITY AND PRIVACY: All data and information not already in the public domain, developed or disclosed during the life of this Contract, that is the property of ID Business Solutions Ltd will be kept in secrecy and confidence by the Supplier. Where the Supplier may come into possession of “personal information” ID Business Solutions Ltd will require the Supplier to sign its Third Party Agreement which governs the Supplier’s use of ” personal information”. Supplier shall not make any public announcement about its relationship with ID Business Solutions Ltd or the existence of this purchase order or supply contract without the express written consent of ID Business Solutions Ltd.
X. LANGUAGE: The parties acknowledge and confirm that they have requested that the invoice as well as all notices and other communications contemplated hereby be drawn in the English language. Les parties aux preséntes reconnaissent et conferment qu’elles ont exigé que la “Invoice” ainsi que tous les avis et communications qui s’y rattachent soient rédigés dans la langue anglaise.
Y. COMPLIANCE WITH LAWS, CONFLICT MINERALS AND SUPPLIER CODE OF CONDUCT: This Contract shall be governed by and construed in accordance with the laws of the Country, Province or State from which this Contract is issued, excluding its choice of laws rules. Supplier represents and warrants that the Products, any services provided pursuant to this Agreement, and the performance of this Agreement, comply with all applicable standards, provisions, and stipulations of all pertinent federal, state, and local laws, rules, regulations, ordinances, and executive orders (collectively “Laws”). These Laws include, but are not limited to, the Fair Labor Standards Act of 1936, the Occupational Safety & Health Act of 1970, the Toxic Substances Control Act, California Transparency in Supply Chains Act of 2010 (S.B. 657) and those Laws relating to equal employment opportunity, and the utilization of small, disadvantaged, and women-owned business concerns, all as amended. Supplier shall at all times act in a lawful manner and shall not use the proceeds realized from this Agreement to bribe government officials or as a kickback to any employee of ID Business Solutions Ltd or its affiliates or subsidiaries. Supplier agrees to provide ID Business Solutions Ltd with a written certification of its compliance with any or all of the foregoing upon receipt of a request by ID Business Solutions Ltd. In addition, Supplier agrees that it will comply in all respects with the Supplier Code of Conduct that may be found at www.danaher.com/suppliers. Supplier shall procure all licenses/permits and pay all fees and other charges required by any local, state/provincial and/or federal or central governmental authority having appropriate jurisdiction. In particular, Supplier agrees to ensure that all products and/or services delivered under this purchase order comply with any Federal Drug Administration (US) or Health Canada regulations and the laws addressing human trafficking and slavery of the country(ies) in which Supplier does business. Supplier acknowledges that ID Business Solutions Ltd is required to comply with Section 1502 of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”) and among other requirements must file disclosures and reports with the United States Securities and Exchange Commission related to the use of tin, tantalum, tungsten and gold (“Conflict Minerals”). At ID Business Solutions Ltd’ reasonable request, Supplier must execute and deliver to ID Business Solutions Ltd declarations in the form of the EICC-GESI Conflict Minerals Reporting Template as adopted by EICC-GESI from time to time, or in any other form that ID Business Solutions Ltd reasonably requests. Unless the declarations provided by Supplier pursuant to the prior sentence document to ID Business Solutions Ltd’ reasonable satisfaction that Supplier is “Conflict Free” (as defined in the Dodd-Frank Act) with respect to all items supplied to ID Business Solutions Ltd, Supplier agrees that it will source, and track the chain of custody of, all Conflict Minerals contained in any items provided by Supplier to ID Business Solutions Ltd in accordance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (or such other internationally recognized due diligence standard as ID Business Solutions Ltd and Supplier may jointly agree upon).
Z. ATTORNEY/SOLICITOR FEES: In any suit or action brought to enforce any term, condition, or covenant herein or to recover damages arising from any breach of this Contract, the losing party shall pay to the prevailing party reasonable attorney or solicitor fees and all other costs and expenses which may be incurred by the prevailing party in any such suit or action and in any reviews thereof and appeals therefrom.
AA. PRECEDENCE: Any inconsistencies in this Contract shall be resolved in accordance with the following descending order of precedence: (1) the terms of any master supply contract, (2) these general terms and conditions, (3) the face of the purchase order, and (4) any Statement of Work.
BB. SURVIVAL: If this Contract expires or is completed or terminated, Supplier shall not be relieved of those obligations contained in this Contract for the following provisions:
- INDEPENDENT CONTRACTOR
- ID Business Solutions Ltd INTELLECTUAL PROPERTY
CC. EXPORT CONTROLS: Supplier acknowledges that the goods and any technical data related thereto is or may be subject to United States or other countries’ export control laws, regulations or the like, and agrees that it will not transfer, export or re-export the goods or any technical data, including without limitation any documentation, or information that incorporates, is derived from or otherwise reveals such, without complying with all applicable U.S. export or other countries’ control laws, regulations and the like.