- Applicable Terms. Purchase of Goods and/or Services by Harris Thermal Transfer Products, Inc. its subsidiaries and affiliated companies (“Buyer”) placed through this purchase order (“Order”) may be accepted by supplier/vendor/contractor (“Seller”) only in accordance with the terms hereof, unless the parties have entered into a mutually executed written master agreement stating applicable terms and conditions (“Master Agreement”). If this Order references that it is part of a Master Agreement, then the terms and conditions of such Master Agreement shall govern, except for those specific additional terms contained on the face of this Order. The term “Goods” refers to all goods, articles, materials, parts, accessories and other goods ordered by Buyer hereunder, and unless the context otherwise requires, also includes installation and other Services related to the Goods which Seller may agree to provide. The term “Services” refers to all services of any nature whatsoever ordered by Buyer. Buyer’s obligations herein are expressly conditional on Seller’s assent to the additional or different terms contained herein, or the superseding terms of a Master Agreement. Seller may accept this Order by notice to Buyer, commencement of work, shipment of Goods, or furnishing the Services. Dispatch of Seller’s acknowledgment form or other written documentation will also act as an acceptance if it agrees with this Order with respect to the description, amount, price and time of delivery of the Goods or Services. Notwithstanding any waiver in any instance, or any oral agreement, or any instructions, terms or conditions that may be contained in any quotation, acknowledgment, invoice or other written document of Seller, no addition to, waiver for the future or modification of, any of the provisions herein contained shall be of any force or effect unless made in writing and executed by an authorized individual of Buyer.
- Acknowledgment and Shipment. Seller shall acknowledge this Order immediately advising Buyer of when shipment will be made and confirming method of shipment. Unless otherwise agreed, time is of the essence and immediate shipment or commencement of service is required. Seller shall notify Buyer at once of any delay. If an order does not meet Seller’s minimum requirements, Seller shall promptly notify Buyer, in which event Buyer, reserves the right to either cancel or modify the order with a reservation of all rights under this Agreement.
- Delivery/Title. Unless otherwise agreed in writing on this Purchase Order, delivery shall be F.O.B. Destination Point and title shall pass to Buyer upon acceptance at the final delivery point. Risk of damages or loss following shipment and prior to acceptance by Buyer shall be the responsibility of Seller.
- Packing and Packing Charges. No charge shall be made for cartons, wrapping, packing, boxing, crating, drayage or other costs, including boxes or import or export duties, unless authority for such charges is expressly incorporated in this order. All articles shall be suitably packed or otherwise prepared for shipment so as to secure the lowest transportation and insurance rates and to meet carrier’s requirements.
- Identifying Numbers. Order number and vendor number (and Buyer’s stock number if shown on the Order) must appear on all invoices, packages, packing slips or correspondence pertaining to this Order.
- Bills of Lading and Shipping Memoranda. All bills of lading and shipping memoranda must be provided to Buyer at the destination of Goods with the shipment or provided to Buyer in advance via email to Buyer’s authorized agent immediately upon shipment.
- Inspection, Return and Substitution. Goods and Services purchased hereunder are subject to inspection and approval at Buyer’s destination, and in the event that the Goods are manufactured for Buyer or Services are provided to Buyer, Buyer may inspect the work in progress as well. Final inspection shall be made within reasonable time after delivery of the articles, irrespective of date of payment therefor, and any articles which are not then in every way satisfactory to the Buyer may be rejected. The buyer may hold any rejected articles for the Seller’s instructions and at Seller’s risk, or Buyer may return them to the Seller at Seller’s expense. Buyer reserves the right to reject and refuse acceptance of Goods or Services which are not in full accordance with Buyer’s instructions, specifications, drawings, designs, this Order or of applicable professional industry accepted standards or any Services that do not conform to the standard of care of a competent service provider providing similar Services under similar circumstances. Goods not accepted will be returned at Seller’s expense and Services not accepted will be timely re-performed or Seller will reimburse Buyer its costs in acquiring said adequate Services from a third party, at Buyer’s sole option. Payment for any Goods or Services shall not be deemed an acceptance thereof. All substitutions must be agreed to, in writing, prior to shipment or commencement.
- Payment Terms. Unless payment terms set forth in the Purchase Order expressly provide to the contrary, Seller’s invoices shall, if in compliance with the terms of the Agreement, be paid net 30 days. Payments otherwise due Seller may be withheld in whole or in part by Buyer on account of (a) defective Goods; (b) claims or liens chargeable to Seller, or any notice thereof; (c) any breach by Seller of any provision or obligation of the Agreement; (d) any costs, expenses, or damages incurred by or threatened against Buyer due to any breach by Seller of any provision or obligation of the Agreement; (e) a reasonable belief of Buyer that the Goods cannot be completed and delivered for the remaining balance then unpaid on the Agreement; (f) any rights of indemnity, offset or recoupment of Buyer (all payments to Seller shall at all times be subject to Buyer’s rights of offset, recoupment, contribution and/or indemnity, including sums relating to other open or pending purchase orders or other agreements between Buyer and Seller), or (g) failure to pay any provider of labor, materials, equipment, supplier, or Services provided to Seller in connection with Seller’s supply or performance of the Goods; or (h) a reasonable belief by buyer that the Goods cannot be completed or timely delivered in compliance with the contractual delivery date. Unless the Agreement expressly provides to the contrary Buyer is not responsible for tariffs or taxes of any kind and shall be solely the responsibility of, and paid by, Seller.
- Discounts. In connection with any discount offered for prompt payment, time for earning the discount will be computed from the latest of date of: (i) delivery of the Goods to the carrier (where acceptance is at shipping point); (ii) delivery at Buyer’s destination (when delivery and acceptance is at this point); (iii) receipt by Buyer of the correct invoice or voucher for Goods or Services. For purposes of earning any such discount, payment will be deemed to be made on the date of mailing of Buyer’s check.
- Changes. Buyer may at any time, by written notice, make changes in: (i) drawings, designs, or specifications, (where the Goods to be furnished are to be specially manufactured for Buyer in accordance therewith); (ii) method of shipment or packing; and (iii) time or place of delivery. With respect to Services, Buyer may at any time, by written notice, make changes to the deliverables, if any. If any such changes cause an increase or decrease in the cost of, or time required for, performance of this Order, Seller shall advise Buyer of such reasonable or equitable increase or decrease within 3 days along with any supporting documentation or no adjustment will be made. Buyer shall in turn advise Seller if it agrees that an adjustment will be made in the price or delivery schedule, or both.
- Variation in Quantity. No variation in the quantity of any Goods called for by this Order will be accepted unless agreed to in writing by Buyer’s authorized agent.
- Warranty. Seller warrants that all Goods and/or Services sold under this Order will be of first class quality and free from defects in material and workmanship, and conform to Buyer’s specifications and professionally recognized standards and applicable code requirements in the industry for like Goods and/or Services for a period of thirty (30) months from delivery of the Goods to Buyer and/or in the case of Services, eighteen (18) months from the date of the completion of the Services.
In addition to the foregoing, if Buyer is purchasing information technology software or Services, Seller also represents and warrants that during the term of the Order the Services will conform to the technical information, specifications, user’s manuals, training guides or any other materials in any form describing the performance, functionality, operation and use of the information technology software or Services (“Documentation”) and the requirements set forth in in this Agreement.
In the event a defect or non-conformity of the Goods and/or Services is discovered within the warranty period and is reported by Buyer to Seller, Seller shall, at Buyer’s option, repair or replace the product to eliminate such defect, at Seller’s cost, including freight. In the case of Services, should Seller fail to provide Services up to these standards, Seller shall re-perform the Services or reimburse to Buyer all costs incurred in acquiring adequate replacement or repair Services from a third party, at Buyer’s sole option Such Buyer’s remedies are in addition to any and all other remedies that may be available to Buyer at law or in equity. - Seller’s General Representations. Seller represents and warrants that: (i) it has full power and authority to enter into this Order and perform its obligations; (ii) this Order is the legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms; (iii) the signing and delivery of this Order by the Seller and the performance by the Seller of all of the Seller obligations under this Order will not: (a) breach any contract to which the Seller is a party, or give any person the right to accelerate any obligation of the Seller; (b) violate any law, judgment, or order to which the Seller is subject; or (c) require the consent, authorization, or approval of any person, including but not limited to any governmental body; and (iv) it has good and marketable title to Goods delivered to Buyer and that Goods will be free from all liens and encumbrances; (v) the Goods and Services do not infringe any patent, copyright, trademark, trade dress or other intellectual property right of any third party, (vi) if Services are provided, Seller has assured that the employee or contractor providing Services is adequately skilled and experienced; and (vii) there is no past, threatened, pending or proposed future litigation, dispute, or claim that might prevent Seller from fulfilling its obligations under this Order.
- Insurance. Seller agrees to maintain appropriate, insurance coverage that meets the requirements outlined in the Harris Thermal Certificate of Insurance Requirements form attached as Exhibit A. If Buyer is purchasing information technology software or Services from Seller, Seller will, at its sole cost and expense, secure and maintain Cyber Liability, Technology Errors & Omissions/Professional Liability or similar insurance reasonably acceptable to Buyer, in a minimum amount of $5,000,000 per claim and annual aggregate, covering all acts, errors, omissions, negligence, infringement of intellectual property (except patent and trade secret) and network and privacy risks (including coverage for unauthorized access, failure of security, breach of privacy perils, wrongful disclosure of information, as well as negligence costs and regulatory defense), in the performance of Services for Buyer and shall provide a certificate of insurance to Buyer. Seller agrees to purchase all insurance required hereunder on an occurrence basis (provided, however, that if written on a claims-made basis, such insurance shall provide for a minimum three-year extended reporting period beyond the latter of (i) the completion of all Services by Seller or (ii) the expiration of this Order). Seller’s insurance required hereunder shall bear endorsements evidencing a waiver of the right of subrogation against Buyer and an assignment of statutory lien. Seller shall provide for or require any subcontractor to maintain similar coverage for the subcontractor’s employees employed in connection with this Order. It is hereby agreed that all insurance coverage available to Buyer under Seller’s policies will be primary without right of contribution from any other insurance carried by or on behalf of Buyer, and that all of Seller’s insurance policies identified in this section will so indicate.
- Indemnity. Seller agrees to indemnify, defend and hold harmless Buyer, its successors and assigns, its agents, servants, employees, officers, directors shareholders from and against any and all expenses, claims, demands, losses, damages, actions, or liability of any kind, including attorney’s fees incurred for any and all damage or injury of any kind or nature whatever (including death) to all persons, (including those employed by Seller) or property which is caused by, arises out of, on account of, in connection with or as a result of this Agreement or the performance, any act, error, omission, fault, negligence in whole or in part by Seller, or any sub-contractor of Seller in connection with this Order including failure to meet contractual delivery dates. Upon demand, Seller agrees to assume on behalf of Buyer the defense of any action, at law or in equity, which may be brought against Buyer upon any such claim and to pay on behalf of Buyer the amount of any judgment that may be entered against Buyer in any such action. Seller hereby expressly waives any immunity from suit by Buyer, which may be conferred by the workers’ compensation laws, or any other law of any state that would preclude enforcement of the indemnification clause of this agreement by Buyer. Seller further agrees to pay any reasonable attorney’s fees incurred by Buyer in securing compliance with the provisions of this indemnification agreement or with Buyer obtaining legal counsel in addition to Seller’s defense. Buyer must approve any proposed settlement offer prior to an agreement being made to settle any issue in such an indemnification defense. Seller agrees that its obligations to indemnify under this section are distinct from, independent of, and not intended to be coextensive with its duty to procure insurance required herein.
- Tooling, Information, Etc. Designs, drawing, information, instructions, specifications, equipment, materials, and tools or tooling supplied by Buyer for this order belong to Buyer. Seller agrees not to use any of the foregoing for any other purpose or person, nor will they be used to make more items than ordered herein. At termination, such items shall, with spoiled and surplus material be returned to Buyer, or Seller shall pay Buyer the replacement cost therefore if the same have been broken or damaged by Seller’s negligence. If any merchandise fabricated by Seller from material furnished by Buyer is rejected by Buyer due to Seller’s fault or failure to comply with the terms of this order Seller shall, at buyer’s option, replace such merchandise, or pay Buyer the replacement cost of the material used therein.
- Pricing. If price is omitted, it is agreed that Seller’s price will be the lowest prevailing market price. It is understood that Seller will protect Buyer up to the time of shipment against any decline in the prices stipulated herein, or which may be applied hereto and in no case can prices be increased after this Purchase Order has been accepted.
- Intellectual Property. If Buyer is purchasing information technology software or Services, Seller hereby grants to Buyer and end-users a fully paid up, non-exclusive, transferrable, worldwide license during the term of this Order to access, use, and display software, service, and Documentation released thereto in the furtherance of Buyer’s business purposes, including incorporation of Documentation, or parts thereof, into internal Buyer communications, guides or other reference documentation. Seller will deliver to Buyer at least one electronic copy of all generally available Documentation. The Documentation shall be sufficient to enable Buyer to use and to understand the use and operation of the software and/or Services. Buyer has sole control over any content provided by Buyer, and Seller must not supplement, modify or alter any Buyer’s content except to the extent necessary to provide the software and/or Services. To the fullest extent permitted under law, all work product created from the software and/or Services including any on-line or downloadable data or reports, using Buyer’s content or generated as part of the software or service for Buyer’s use shall be Buyer’s property. For all purchases, if suit is brought against Buyer alleging that the Services or the use of the Services or the Goods as such or any parts or equipment covered by this Order or their use as such constitute an infringement of any patent, trademark, copyright or other right or license of any third party, Seller shall defend Buyer and pay any awards against Buyer, including reasonable attorney’s fees, for such infringement. If because of an infringement claim, Buyer’s use of Goods or Services provided by Seller is enjoined, Seller will, at its own expense, either procure for Buyer the right to continue using the Goods or Services or, at Buyer’s sole option, replace or modify the Goods or Services with substantially similar and functionally equivalent non-infringing Goods or Services.
- Confidentiality/Trade Secrets. All specifications, data and other information furnished by Buyer, or its agents, to Seller in connection with this Order and any data, processes, machine configurations, procurement requirements, customer names or other information otherwise observed, collected, or obtained by Seller remain the exclusive intellectual property of Buyer and shall be treated by Seller as proprietary and shall not be disclosed or used, except for implementation of this Order, without the prior written approval of Buyer’s President. The purchase of Seller’s Goods or Services does not authorize Seller to use the name of or make reference to Buyer for any purpose in any releases for public or private dissemination, nor shall Seller divulge or use in any advertisement or publication any specifications, data or other information pertaining to or relating to this Purchase Order or to Buyer without the prior written approval of Buyer’s President.
- Chemical Substances Identification. By acceptance of this Order, Seller certifies that any chemical substance(s) furnished pursuant to this Order have been properly labeled, and that proper information of the substance(s) (e.g., safety data sheets) has been provided to Buyer, pursuant to any federal, state or local legislation.
- Compliance with Laws, Rules and Regulations. All Goods and Services covered by this Order must be produced, handled or performed in accordance with applicable federal, state, and local laws, regulations, rules, and orders, including those dealing with equal employment opportunity and the protection of the environment. Therefore, during its performance under this Order, unless exempt, Seller agrees to abide by the provisions of the following, as applicable, which are incorporated herein by reference: (a) Equal Employment Opportunity, Employment of Women, Minorities, Veterans and Individuals with Disabilities: 41 CFR 60-741.44, 60-300.44, and Executive Order 11246; and (b) Employment Eligibility Verification (E-Verify): Executive Order 13465 for federal contracts in excess of $150,000 and subcontracts in excess of $3000; and (c) Notification of Employee Rights under Federal Law 29 CFR Part 471, Appendix A to Subpart A of Executive Order 13496; and (d) The Trafficking Victims Protection Act of 2000 (Public Law 106-386) as amended. Unless exempt, Seller shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability. In addition, Buyer will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. Seller agrees to comply with the provisions of the Patient Protection and Affordable Care Act of 2010, as amended, and all standards and regulations thereunder (“ACA”). Seller shall take appropriate steps to maintain the status of all persons performing Services under this Order as employees of Seller (and not of Buyer) and to offer such persons and their dependents minimum essential coverage that is affordable and provides minimum value (as those terms are defined in the ACA). Seller acknowledges and agrees that Buyer shall have no obligations or liability under the ACA (including without limitation Section 4980H of the Internal Revenue Code as added by ACA) with respect to Services on account of this Order or the persons performing such Services. Seller agrees to indemnify and hold harmless Buyer for all loss, damage, tax, costs, fines, penalties, and expenses under ACA or its provisions caused by or arising out of the Services under this Order or the persons performing such Services, whether Buyer incurs or is only threatened such amount. Seller shall perform and make all obligations and payments arising under ACA to the extent related to any persons performing Services on account of this Order, without regard to any determination of whose employees such persons may be.
- Termination. Buyer, by written notice, may terminate this Order, in whole or in part. In the event this Order is terminated as a result of Seller’s default which includes breaches and threatened breaches of this Agreement including delivery date as well as if Buyer has reasonable belief that Seller will be unable to complete this order or has become insolvent or enters into voluntary or involuntary bankruptcy or receivership proceedings, Seller shall be liable for all damages allowed in law or equity, including the excess cost of reproducing similar Goods. If this Order is terminated for the convenience of Buyer, Seller will be compensated to the extent that Buyer has accepted Goods or Services prior to the date of termination and, if Buyer prepaid for the Goods or Services, Seller will refund Buyer’s pre-payment for the Goods that have not yet been accepted as well as unused Services. Buyer shall not be liable to Seller for any damages beyond those set forth in this section for not accepting all of the Goods or Services ordered.
- Governing Law and Jurisdiction. Unless otherwise agreed, this Order shall be interpreted under the laws of the state of Oregon, without recourse to conflict of law provisions. Any disputes arising out of or in connection with this Purchase Order or related to it, including those arising from or concerning its interpretation, invalidity, performance or termination, as well as the disputes for filling gaps in this contract or its adaptation to newly established facts, shall be subject to the exclusive jurisdiction of the federal and state courts located in the state of Oregon.
- Safety. Seller and its subcontractors shall comply with all local, state, and federal health and safety laws and regulations applicable to Seller in the performance of its obligations hereunder, including without limitation compliance with the provisions of and the standards and regulations issued under, the Occupational Safety and Health Act of 1970. Seller certifies that all Services furnished and all work performed hereunder will comply with said standards and regulations. Seller further agrees to indemnify and hold harmless Buyer for any loss, damage, fine, penalty or any expense whatsoever as a result of the failure of Seller or its subcontractors to comply with the aforementioned Act and any standards or regulations issued there under. While on Buyer’s premises, Seller and its subcontractors shall comply with Buyer’s site-specific regulations and shall ensure that all of its employees, subcontractors and agents have a safe work environment. Seller is solely responsible for the safety of the employees of Seller and its subcontractors and the means and methods utilized by it or its subcontractors’’ employees in providing the Goods or performing the Services contemplated herein, and Seller agrees that Buyer shall have no such responsibility. In the event an employee of Seller or one of its subcontractors is injured while on Buyer’s premises, Seller shall (i) immediately notify Buyer of the time, nature, and severity of the injury, (ii) at its own cost and expense cause to be performed an investigation into the “root cause” of the injury by a competent investigator, and (iii) provide Buyer with a copy of the investigation report. The report shall include an explanation of causation of the accident and the steps Seller or its subcontractor is taking to avoid a similar accident from occurring in the future. Seller shall also provide Buyer with periodic updates on the date the injured employee will return to work. In the event Buyer elects to perform its own investigation, or requests that a joint investigation be performed, Seller shall cooperate and actively assist in such an effort. In addition to the above, if an employee of Seller or one of its subcontractors experiences a “near miss” that could have resulted in serious injury while on Buyer’s premises, Seller shall investigate the incident and report to Buyer its findings and the steps that Seller will take to avoid a repeat incident.
- No Agency Relationship. This Order does not create an agency relationship between the parties and does not establish a joint venture or partnership between the parties. Neither party has the authority to bind the other party or represent to any person that the party is an agent of the other party.
- Time is of the Essence. Time is of the essence on this Order and Buyer is relying upon the stated delivery dates communicated by Seller which are a material term of this Agreement. Delivery must be effected on the date stated on the order or if not date is stated, within a reasonable time. Seller shall be liable for any costs, expenses, damages or liabilities incurred by Buyer in connection with the failure to deliver the Goods on the date agreed upon. In addition to any other remedies available to Buyer, any Goods delivered after the scheduled delivery date (i) may be rejected or returned at Seller’s risk and expense or (ii) may be shipped at Seller’s expenseby the most expeditious means of transportation.
- Notices. Seller and Buyer agree that all notices, requests, demands and other communications required by this Order will be delivered in writing to the Seller or Buyer’s Representative (or the replacement representative designated by notice) as set forth in the Order.
- Contract Interpretation. The Buyer and Seller represent that they have negotiated and understand its provisions and agree that no presumptions should be made against the drafter. This Order will be binding on the parties and their respective heirs, personal representatives, successors, and permitted assigns, and will inure to their benefit. If a provision of the Order is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Order will not be impaired. This Order contains the entire understanding of the parties regarding the subject matter of this Order and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Order or Master Agreement, as applicable. No waiver will be binding on Buyer unless it is in writing and signed by the party making the waiver. Buyer’s waiver of a breach of a provision of the Order or Master Agreement, as applicable, will not be a waiver of any other provision or a waiver of a subsequent breach of the same provision.
EXHIBIT A
Certificate of Insurance Requirements
Please forward a Certificate of Insurance to include the minimum insurance requirement of:
Automobile Liability:
Combined Single Limit each Accident $1,000,000
General Liability:
Each Occurrence $1,000,000
General Aggregate $2,000,000
Products/Completed Operations Aggregate $2,000,000
Workers Compensation:
Statutory Bodily Injury by Accident or Disease
Employers’ Liability:
Each Accident $1,000,000
Disease — Each Employee $1,000,000
Disease — Policy Limit $1,000,000
Umbrella/Excess (Minimum):
Each Occurrence $2,000,000
Aggregate $2,000,000
Transit:
Trucker – Motor Truck Cargo $ 250,000
Broker — Contingent Motor Truck Cargo $ 250,000
Certificate Requirements:
- Be an original document
- Contain a CG 20 15 11 88 Additional Insured Endorsement or equivalent naming Harris Thermal Transfer Products, Inc. as additional insured and coverage is primary and non-contributory.
- Waiver of Subrogation applies to General Liability and Workers Compensation policies.
- Provide a 30 day notice of cancellation.
- Show complete insurance carrier names as listed in the AM Best Property & Casualty Guide, Minimum rating accepted A-, VII.
- The certificate of insurance must be completed in its entirety and signed. Binders are not accepted.
Please email document along with any questions to:
Attn: (actg@harristhermal.com) and CC (shipping@harristhermal.com)
Rev 2025-01-0
