Terms & Conditions
Terms & Conditions for Sales
1. Quotation Process
Upon issuance of a quotation by IEWC (“Seller”), Buyer may submit to IEWC a purchase order describing the goods and pricing set forth in IEWC’s quotation. Buyer’s Purchase Order may only be accepted by an authorized representative of IEWC. IEWC may refuse or reject a Purchase Order issued by Buyer in whole or in part for any reason, including but not limited to credit issues, volumes or destinations. Prices and other information shown in any IEWC publication (including product catalogs and brochures) are subject to change without notice and to confirmation by specific quotation. Such publications are not offers to sell and are provided only as a source of general information.
2. Formation of Agreement
If IEWC accepts the purchase order from Buyer, IEWC agrees to sell and Buyer agrees to purchase the goods described in the Purchase Order, subject to these General Terms and Conditions of Sale (“Terms”). IEWC will provide buyer with an order acknowledgement form upon acceptance of a Purchase Order from Buyer which incorporates or references these Terms. The Quotation, the Purchase Order, these Terms and IEWC’s Order Acknowledgement constitute the agreement between the Parties (the “Agreement”).
3. Rejection of Additional Terms
IEWC does not agree to any addition, alteration, or deletion by Buyer to these Terms. If Buyer responds to these Terms with a document which includes terms which differ from these Terms, the additional terms are deemed rejected and shall not become part of the Agreement between the parties unless agreed to in writing by IEWC.
4. Title to Goods and Shipping
IEWC will ship goods to the address and according to the shipping instructions provided by Buyer in a purchase order. Title and risk for the goods pass to Buyer FOB Seller unless previously agreed to in writing by IEWC. IEWC will use commercially reasonable efforts to ship the goods within the time frames requested by Buyer, but does not guarantee those time frames and will not be liable for any shipping delays. IEWC agrees to inform Buyer within a reasonable time period of the new estimated shipment date should there be a delay in shipment. For items on backorder, IEWC may ship whenever the product becomes available without any notice to Buyer.
5. Over/ Under Runs
All length based products are subject to a quantity tolerance in which IEWC reserves the right to ship 10% over or under the quantity ordered.
6. Payment for Goods
Upon shipment of an order, Seller will issue to Buyer an invoice. IEWC will establish credit terms for each Buyer that will govern the term by which payment must be made to Seller. Said term will start from the date of the invoice. Buyer agrees to pay for each order in U.S. Dollars unless otherwise agreed to in writing by IEWC. Buyer agrees to pay invoices in full without right of offset. IEWC at its option may enter into discussions with the Buyer relative to the feasibility of rendering invoices electronically and receiving payment by electronic funds transfer. Past due invoices may be subject to monthly interest charges up to the limit permitted by applicable law.
7. Payment for Transportation & Taxes
In addition to the quoted price, Buyer agrees to pay all shipping charges using Buyer's selected shipping method plus all applicable sales, use, customs, excise, value added or similar taxes. For purposes of calculating sales tax, the destination to which the product is to be shipped shall govern.
On orders to be delivered outside the United States, Buyer is responsible for arranging delivery and payment of shipping charges, custom, duties, import and export fees, and taxes/VAT where applicable.
8. Impact of Failure to Pay Invoices
IEWC reserves the right to suspend its obligations to sell or deliver goods subject to any accepted purchase order, to reject future purchase orders and to cease further delivery of goods to Buyer in the event payment is not made when due. IEWC further reserves the right to change credit terms should Buyer’s credit record or payment history so warrant.
Order cancellations are subject to cancellation charges or restocking fees as deemed applicable by IEWC to cover all costs and expenses incurred prior to the cancellation of said order. Cancellation charges or restocking fees may include, but are not limited to, all costs and expenses incurred in producing or sourcing the goods (both completed and in process) and the cost of all items and special material procured for such an order. Cancellation charges may equal the actual selling price of the goods or the price to restock the goods. Made to order goods and special orders are not subject to changes or cancellation by the Buyer under any circumstance.
10. Acceptance of Goods; Returns
Buyer agrees to promptly inspect the goods upon receipt. Buyer has the obligation to advise Seller within thirty (30) business days of Buyer’s receipt, if it has received nonconforming goods and must state with particularity all material facts concerning the claim then known to Buyer. Failure by Buyer to give notice within such thirty (30) day period shall constitute an unqualified acceptance of such goods by Buyer.
Returns for any reason are subject to IEWC’s Return Policy.
11. Express Limited Warranty
IEWC warrants: (i) that it has clear title to the Goods delivered to Buyer, (ii) that to the best of its knowledge it is not selling any products that violate the intellectual property of a third party and (iii) that the goods delivered will meet the published specifications and/or order acknowledgement. Buyer's sole and exclusive remedy for a breach of this express limited warranty shall be to return the product to IEWC for replacement. If IEWC is unable to provide a replacement, in IEWC’s sole discretion, Buyer's alternate exclusive remedy is to receive a refund for the Goods.
12. Warranty Disclaimers
EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN PARAGRAPH 10, IEWC MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE GOODS WHICH ARE THE SUBJECT OF A PURCHASE ORDER ACCEPTED BY IEWC. IEWC EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE GOODS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, CUSTOM & USAGE IN THE TRADE, INTELLECTUAL PROPERTY INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
13. Limitation of Liability. Cap on Damages
- UNDER NO CIRCUMSTANCES SHALL IEWC BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONTINGENT DAMAGES WHATSOEVER, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WITH RESPECT TO GOODS SOLD BY IEWC, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IEWC SHALL HAVE NO LIABILITY FOR PROPERTY OR PERSONAL INJURY DAMAGES, PENALTIES, SPECIAL OR PUNITIVE DAMAGES, DAMAGE FOR LOST PROFITS OR REVENUES, LOSS OF USE OF GOODS, OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, OR FOR ANY OTHER TYPES OF ECONOMIC LOSS, OR FOR CLAIMS OF BUYER’S CUSTOMERS OR ANY THIRD PARTY FOR ANY SUCH DAMAGES.
- IN NO EVENT SHALL IEWC’S TOTAL LIABILITY TO BUYER ARISING UNDER OR RELATED TO THIS AGREEMENT EXCEED THE SUMS BUYER PAID TO IEWC FOR THE GOODS UNDER AN APPLICBALE PURCHASE AGREEMENT.
14. Force Majeure
IEWC will not be obligated to perform under this Agreement, and shall not be liable for any damages (including, but not limited to, consequential, incidental, indirect, punitive, contingent, or special damages for lost profits) if IEWC’s performance under the Agreement or any accepted Purchase Order is prevented, delayed, restricted or interfered with by strikes, work stoppages or other action by workmen, any act or omission by a governmental authority or by Buyer, insurrection or riot, war, terrorism, embargo, rail car shortage, wreck or delay in transportation, inability to obtain necessary labor, materials or manufacturing facilities from usual sources under usual terms, breakdown in the manufacturing process, disruption in the supply chain, acts of God and/or nature, fires, floods, epidemics, quarantine restrictions or any other cause beyond the reasonable control of the IEWC, whether similar or dissimilar to any of the above causes. If such a delay occurs, the due date for performance will be extended as may be reasonably necessary to compensate for the delay.
15. Termination for Cause
- IEWC has the right to cancel an accepted order for cause at any time by written notice to buyer.
- If IEWC violates the terms of this agreement, Buyer is required to provide IEWC with written notice of the breach, detailing the alleged breach. IEWC shall have thirty (30) days from the date of the notice of default to cure the default. If IEWC does not cure the default within that thirty day cure period, Buyer may terminate the purchase order subject to this agreement.
16. Compliance with Laws
Buyer agrees that, to its knowledge, it is complying with all applicable import/export laws. Buyer is responsible for compliance with the export control rules and regulations, import/export laws, and all other applicable laws of any entity having jurisdiction over Buyer or the goods. Buyer shall not name IEWC as shipper or exporter of record in connection with the export of any goods purchased from IEWC.
IEWC’s waiver of any provision or right hereunder on one occasion shall not operate as a waiver of any provision or right under any future occasion.
18. Governing Law/Venue
The Buyer irrevocably consents that these Terms are governed by the laws of the State of Wisconsin, excluding any conflicts of law. The state and federal courts of Waukesha County, Wisconsin shall be the exclusive jurisdiction and venue for any actions brought pursuant to this agreement. The parties hereby expressly agree that the 1980 United Nations Convention on the International Sale of Goods shall not apply to transactions hereunder.
19. Dispute Resolution
The parties shall act in good faith and use commercially reasonable efforts to promptly resolve any claim, dispute, controversy or disagreement (each a “Dispute”) between the parties or any of their respective subsidiaries, affiliates, and successors under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby. If the parties cannot resolve the Dispute within ten (10) business days after initial notice of the Dispute, the Dispute shall be submitted for resolution to the Judicial Arbitration and Mediation Services (“JAMS”), or its successor (“Mediation”) in Chicago, Illinois. Neither party shall seek, nor shall be entitled to seek, binding outside resolution of the Dispute unless and until the parties have been unable to amicably resolve the dispute as set forth in this Section, and then only in compliance with the procedures set forth in this Section.
Any notice or consent required or given shall be (i) in writing, (ii) in English, (iii) either personally delivered or sent by facsimile, email, or by first class airmail, and (iv) sent to the address of the receiving party as set forth in the purchase order or such other address as such party may from time-to-time designate by notice to the other party. All notices shall be effective (i) when delivered in person, (ii) upon confirmation of receipt when transmitted by facsimile transmission or by email; or (iii) three (3) days after mailing of the notice.
21. No Third Party Beneficiaries
This agreement does not and is not intended to confer any rights or remedies upon any person other than the Buyer and IEWC.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired, and this Agreement shall be interpreted to affect the original intent of the parties as closely as possible.
23. Entire Agreement
The Agreement constitutes the entire agreement between the parties with regard to their subject matter and supersede all related conversations or documents, as well as any prior agreements. Any terms and conditions of any purchase order or other document submitted in connection with this Agreement that is in addition to or conflicting with the terms herein are rejected by IEWC, will not be binding on IEWC, and will have no force or effect. This Agreement may not be amended, and IEWC expressly rejects all counteroffers from Buyer. Any modifications or amendments must be in writing and signed by IEWC.
This Agreement may be executed in one or more electronic counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement.
25. Construction Products Regulation (CPR)
IEWC has obtained Construction Products Regulation (CPR) certification for many products specifically designed for construction use in the European Union. For all such products, IEWC carries the Document of Performance (DOP) from the original manufacturer on file, and such document is available to any Buyer who may request it for their own records. In addition, all product packaging is marked and labeled per CPR standards including the manufacturer name, country of manufacture, DOP number, and CE mark. IEWC hereby certifies that such products, properly marked, meet the CPR standards per the original manufacturers’ certifications.
Terms & Conditions for Purchases
All purchase orders incorporate the following terms and conditions between IEWC Holdings Corp. and its subsidiaries (“Buyer”) and Vendor (“Supplier”) (each individually referred to as a “Party” and collectively as the “Parties”).
Buyer agrees to purchase from Supplier certain goods (“Goods”) at the prices and terms described on the face of the purchase order (“Purchase Order”) in accordance with these Terms and Conditions (“Terms”) (collectively, the Purchase Agreement and the Terms are referred to as the “Agreement”). By accepting a Purchase Order from Buyer, Supplier is accepting these Terms. In the case of a conflict between these Terms and the face of the Purchase Order, the face of the Purchase Order will control.
2. Rejection of Additional Terms
These Terms, along with the face of the Purchase Order, constitute the entire agreement between the Parties. Buyer does not agree to any addition, alteration, or deletion by Supplier to these Terms. If Supplier responds to a Purchase Order with a document which includes terms which differ from these Terms, the additional terms are deemed rejected.
Upon final acceptance of the Goods by Buyer, Buyer agrees to pay Supplier the purchase price set forth on the face of the Purchase Order (“Price”) in U.S. Dollars or such other currency as agreed to by both parties. The Price includes all packing, storage, transportation and delivery charges, import/export customs and duties and all applicable taxes on the sales of the goods and services, value added, use or other similar taxes, and charges, payable to any federal, state or local taxing authority (“Taxes”). Supplier agrees to include a line item for all Taxes payable by Buyer on each invoice. Supplier represents and warrants to Buyer that the Price quoted to Buyer and reflected in the Purchase Order will be no higher than the price charged by Supplier to other customers for similar quantities of Goods. Supplier shall offer a volume discount/ rebate program based on annual purchases of product by Buyer. The details of the program are to be agreed to by the Supplier and Buyer and will be renewable on an annual basis.
4. Time is of the Essence
Supplier agrees that time is of the essence with regard to the delivery of the Goods subject to a Purchase Order. Supplier agrees to provide Buyer with prompt written notice if there will be a shipment delay or if Supplier is unable to comply with the delivery date stated in the Purchase Order. Buyer reserves the right to cancel a Purchase Order upon receiving notice of a delay by Supplier in delivery of the Goods.
Buyer may cancel this Purchase Order at any time prior to the date of shipment by Supplier of the Goods by providing written notice of cancellation to Supplier unless the Buyer and Supplier have agreed to a different cancellation policy and is spelled out in the Buyer’s Purchase Order.
Supplier will ship the Goods, adequately packaged for shipment, storage and preservation and including all documentation required for use, maintenance and upkeep, to Buyer “F.O.B. Destination” on the date set forth on the Purchase Order unless other terms are reflected in the Buyer’s Purchase Order. Title and risk of loss or damage to the Goods will pass to Buyer upon receipt by Buyer. Supplier will not retain any security interest in the Goods and will deliver the Goods free and clear of any liens or encumbrances. Buyer may return or reject shipments of Goods which are nonconforming, damaged, or late at Supplier’s sole expense and Supplier shall continue to bear the risk of loss until Buyer issues a written acceptance statement without reservations.
Upon acceptance of the Goods, Buyer will pay Supplier the Price within ninety (90) days of the date of the invoice, unless different terms have been agreed to by both the Supplier and the Buyer. Buyer may withhold, deduct or set-off all or a portion of a payment of the Price for any breach of these Terms.
8.Inspection of Goods
Buyer has the right to inspect the Goods upon receipt. If upon inspection, Buyer determines that all or a portion of the Goods received do not conform to the Warranty, Buyer may reject the Goods at Supplier’s sole expense. Buyer agrees to provide written notice of rejection within five (5) business days of receipt and retain the Goods at Supplier’s expense. Supplier agrees to inspect the Goods prior to shipment to ensure the Goods meet the requirements on the Purchase Order and comply with the Warranty.
9. Supplier's Representations
Supplier represents to Buyer that: (i) Supplier owns all right, title and interest in the Goods necessary to deliver the Goods to Buyer, free and clear of any liens or encumbrances; (ii) the Goods do not and will not infringe or violate any Intellectual Property Rights of any third parties; (iii) there are no pending or threatened lawsuits, demands or claims related to the Goods which are the subject matter of this Agreement, including but not limited to claims for negligence, product liability, strict liability or Intellectual Property Infringement; (iv) the manufacture, sales and distribution of the Goods supplied under this Agreement shall comply with all applicable international, federal, state, and local laws, rules, regulations and ordinances; and (v) none of the Goods will contain any Conflict Minerals as defined in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Conflict Minerals Laws”).
10. Express Limited Warranty
Supplier represents and warrants to Buyer that the Goods subject to this Purchase Order will (i) be merchantable; (ii) conform to the Terms of this Purchase Order; (iii) comply with Buyer’s specifications and all specifications drawings, designs, prototypes, samples, catalogs or other marketing materials; (iv) be free from defects in design, materials or workmanship; (v) be fit for the purpose required; and (vi) be free of liens, security interests and encumbrances. (Collectively, “Warranty”). The warranty term will extend for: (a) the manufacturer’s warranty term; or (b) one year from the date of delivery of the Goods, whichever is longer. Supplier’s Warranty shall extend to Buyer, its successors, assigns, customers and other users of the Goods.
If the Goods delivered pursuant to this Purchase Order fail to conform to the Warranty, in addition to any other rights it may have at law or in equity, Buyer has the right, at its sole election, to: (i) return the Goods and receive a replacement at Supplier’s expense; (ii) return the Goods to Supplier at Supplier’s expense; (iii) obtain a refund of the Price; or (iv) retain all or a portion of the Goods at an adjusted price. In all cases, Buyer shall be reimbursed by Supplier for all of its expenses incurred by Buyer in connection with the handling and transporting of any such nonconforming Goods and additional expenses incurred by Buyer as a result of nonconformance of the Goods. Supplier shall assume all risk of loss or damage in transit with regard to Goods returned by Buyer.
In the event of a recall of the Goods, Supplier will bear all costs and expenses of such recall, including but not limited to costs of notifying Buyer’s customers, refunds, return of Goods, lost profits, and other damages incurred as the result of the recall.
13. Intellectual Property
Each Party owns or has a license to use its respective patents, trademarks, drawings, inventions, copyrights, samples, processes, designs, design rights, trade secrets, specifications, instruction manuals, technology, materials, know-how, information, data, improvements and writings (“Intellectual Property”) created or developed prior to entering into the Purchase Order including all modifications, improvements or changes in or to such pre-existing Intellectual Property. To the extent that any pre-existing materials owned by Supplier are contained in or used in connection with the Goods (“Supplier’s Pre-Existing IP”), Supplier grants to Buyer a worldwide, irrevocable, non-exclusive, transferrable, royalty-free, perpetual right and license to and to authorize its customers and their end users to) use, execute, reproduce, display, perform, distribute and prepare derivative works of Supplier’s Pre-Existing IP.
14. IEWC Quality Clauses
- Any Product requiring special equipment or personnel qualifications or Quality Management System requirements will be stated on the Purchase Order.
- Supplier must have qualified personnel perform set tasks.
- Supplier shall have a registered Quality Management System and submit the necessary registrations to IEWC’s quality department.
- Supplier shall review and agree to the clauses and specifications on a Purchase Order prior to shipment.
- Supplier shall maintain Product data on file for a minimum of five (5) years after the last shipment.
- Changes / modifications to Products supplied to IEWC will be permitted, as long as Supplier provides written communication to IEWC and has been acknowledged and approved in writing by IEWC.
- Supplier shall not make any change or modification to any Product form, fit, function or the description, change in manufacturing location without IEWC’s prior written approval.
- Supplier shall advise its subcontractors and suppliers of the terms of this Purchase order and shall require their compliance with its terms.
15. Construction Products Regulation (CPR)
IEWC has obtained Construction Products Regulation (CPR) certification for many products specifically designed for construction use in the European Union. For all such products, IEWC carries the Document of Performance (DOP) from the original manufacturer on file, and such document is available to any customer who may request it for their own records. In addition, all product packaging is marked and labeled per CPR standards including the manufacturer name, country of manufacture, DOP number, and CE mark. We hereby certify that such products, properly marked, meet the CPR standards per the original manufacturers’ certifications.
16. Aerospace & Defense Suppliers
The Following requirements are applicable to Aerospace and Defense Suppliers:
- Product Specifications: Suppliers are required to manufacture product as per Specifications, Drawings that were provided by IEWC and their Customers. Suppliers are also required to manufacture product as per any special customer requirements listed on the IEWC Purchase Order.
- Nonconforming Product and Product Change Notifications: After shipping product to IEWC, if the supplier identifies that product is defective, then the supplier need to notify IEWC about the nonconforming product immediately along with all the information related to the nonconformance. After reviewing the nonconformance, IEWC will provide the disposition.
Any Changes/modifications to products supplied to IEWC will be permitted only after the change requests are approved by IEWC Sourcing and Quality Departments. If any change / modification in product form, fit, or function are desired by our suppliers, a description of the changed specification must be submitted in writing to the IEWC Sourcing Department using IEWC Supplier Change Request Notification form. The Sourcing department will work with concerned IEWC functions (Sales, Marketing and Quality Assurance) in processing the change request.
A product change/modification is described as, but not necessarily limited to, changes in compound, strand construction, shield construction, surface printing, certifications, and put-ups. If needed IEWC Sourcing and Quality Assurance departments will ask for further dialogue with the supplier prior to implementation of the change.
- Records Retention: Suppliers are required to retain all records for a minimum of 10 years.
- Right of Access to Supplier Facilities: If required by IEWC, Suppliers shall provide right of access to IEWC and IEWC Customers and regulatory authorities to the applicable areas of the facilities and their supply chain involved in the specific order and to all applicable records of the order.
- Counterfeit Parts: IEWC requires suppliers to implement necessary process controls in their supply chain and ensure that no counterfeit parts are delivered to IEWC.
- Product Safety and Conformity: For Materials shipped to IEWC, suppliers must assure that their employees are aware of their contribution to relevant Product Safety and Conformity Requirements.
- Ethical Behavior: Suppliers must assure that their employees are aware of the importance of IEWC Code of Ethics found on IEWC website.
Any information, knowledge or Intellectual Property which Buyer may have disclosed or may disclose to Supplier in connection this Purchase Order is confidential and proprietary information of Buyer (“Confidential Information”). Supplier agrees that it will not disclose the Confidential Information to third parties or use the Confidential Information other than for purposes of meeting its obligations under this Agreement. Supplier agrees to use commercially reasonable efforts to protect the Confidential Information from disclosure, consistent with those practices used by Supplier to protect its own confidential information. Supplier agrees that it will advise its employees and agents with a need to know the Confidential Information of their obligations to comply with this provision and Buyer will be responsible for any breach of these confidentiality obligations by Supplier’s employees or agents.
LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES WILL BUYER BE LIABLE TO SUPPLIER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, LIQUIDATED OR INCIDENTAL DAMAGES, OR CLAIMS FOR LOST PROFITS, LOST REVENUES OR LOSS OF USE, ARISING FROM OR RELATED TO THE GOODS OR THE SUBJECT MATTER OF THIS AGREEMENT. IN NO EVENT WILL BUYER’S LIABILITY FOR ANY CLAIMS EXCEED THE PRICE FOR THE GOODS GIVING RISE TO A CLAIM.
Supplier agrees to indemnify, defend and hold harmless Buyer, as well as its parents, subsidiaries, affiliates, customers, officers, directors, employees, attorneys, and agents from and against all claims, allegations, lawsuits, losses, damages, verdicts, settlements, costs, penalties, expenses and attorneys' fees (“Claims”) arising out of or related to: (i) any defects or nonconformance of the Goods; (ii) breach of Supplier’s Warranty or Supplier’s Representations; (iii) personal injury or property damage caused by the Goods, including but not limited to claims for negligence, strict liability or products liability; (iv) Intellectual Property infringement or violation of other proprietary rights; (v) violations of the obligations to protect Confidential Information under this Agreement; (vi) the purchase, sale, or use of the Goods; (vi) failure of the Goods to conform to applicable legal requirements; or (vii) Supplier’s violation of any applicable laws.
Buyer will promptly notify Supplier of any Claims brought against Buyer by a third party which is subject to indemnification under this Agreement. Supplier agrees to, at its own cost, defend the Claims using counsel acceptable to Buyer.
During the operation of this Agreement and for a period of three (3) years following the date of final delivery of the Goods, Supplier shall obtain and maintain: (i) worker’s compensation and employer liability insurance within statutory requirements; (ii) broad form commercial general liability insurance, including premises and operations, products and completed operations, blanket contractual liability, and personal and advertising injury with minimum coverage of $2,000,000 per occurrence; and (iii) umbrella insurance coverage with a minimum coverage of $10,000,000.
Supplier agrees that it is responsible for any applicable self-insured retention or deductible related to any Claim under an insurance policy subject to these Terms. Upon request, Supplier shall provide Buyer with a certificate of insurance issued by an authorized representative of Supplier’s insurance company, naming Buyer as an “Additional Insured” under each policy and providing a waiver of subrogation in favor of Buyer.
Buyer may terminate the Purchase Order without liability to Buyer: if (i) Buyer seeks adequate assurance of Supplier’s performance or ability to perform and does not receive such assurances within ten (10) days of Buyer’s request; (ii) Supplier fails to deliver the Goods on time or in the quantities set forth in this Agreement; (iii) if deliveries are not made at the time or in the quantities specified; or (iv) in the event of a breach or failure by Buyer to meet other terms of this Agreement. This right will be in addition to any other remedies provided to Buyer at law or in equity.
21. Inspection Rights
Supplier agrees that Buyer will have the right to inspect the premises where the Goods subject to the Purchase Order are manufactured or stored. In addition, Buyer may audit Supplier’s production and quality assurance processes, upon reasonable advance written notice to Supplier, provided that such inspection will not relieve Supplier of any of its obligations under this Agreement.
Supplier agrees that for a period of one (1) year following the satisfaction or termination of this Agreement, Supplier will not, directly or indirectly, solicit, entice or attempt to persuade any employee of Buyer to leave the employment of Buyer for any reason, including, but not limited to, in order to provide services for or on behalf of Buyer.
23. Force Majeure
In the event of an occurrence which prevents Buyer from accepting delivery of the Goods or providing payment for the Goods, including but not limited to acts of God, accident, war, acts of terrorism, restraint by government, natural crisis, strike, embargo, or otherwise, Buyer will be relieved of its obligations under this Agreement.
Supplier may not assign its rights or obligations under this Agreement in whole or in part without Buyer’s prior written consent and any assignment in violation of this provision shall be null and void. Buyer may assign, transfer or otherwise delegate its rights and obligations under this Agreement without the prior written consent of Supplier.
25. Compliance With Laws
Supplier will be solely responsible for obtaining all applicable certifications and will comply with all applicable international, federal, state and local laws, orders, rules and regulations with respect to the manufacture, sale and distribution of the Goods, including but not limited to:
- Export Laws. Supplier agrees to obtain all necessary licenses, permits or other authorizations as may be required to export the Goods from their country of manufacture to the delivery destination, and will comply with all applicable international or national export, import or re-export laws, rules and regulations which cover the Goods.
- FCPA: The Foreign Corrupt Practices Act, 15 U.S.C. § 78 et seq. (the “FCPA”), and all comparable laws and regulations of Supplier’s country.
- Employment Laws: All applicable laws regarding minimum wage, living conditions, overtime, working conditions, and labor and employment. Supplier will not use any child labor or prison inmates in manufacturing, selling or distributing the Goods.
- Environmental Laws. All applicable environmental laws.
- Conflict Minerals. All Conflict Minerals laws and regulations. In addition, Supplier will provide Buyer with assistance and cooperation with a country-of-origin inquiry for any minerals used in the Goods purchased by Buyer, and providing information and documentation requested by Buyer or any third party hired by Buyer to assist with compliance with the Conflict Minerals Laws.
In the event that any provision of this Agreement is held to be invalid or unenforceable, in whole or in part, the remaining portions of the Agreement will remain in force and effect.
27. Applicable Law
Wisconsin law applies to this Agreement, without reference to its conflicts of law principals. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
28. English Language
This Agreement was written in English and should be interpreted using the English language. Any notices required under this Agreement shall be provided in the English language.
29. Dispute Resolution; Forum
If a dispute arises with regard to the subject matter of this Agreement, the Parties agree to attempt to resolve any such dispute through good faith settlement negotiations to commence within five (5) business days of a written request by the other Party. If the negotiations are unsuccessful, the Parties agree that either party may submit the dispute to mediation with the Judicial Arbitration and Mediation Service (“JAMS”), or its successor, for mediation in Chicago, Illinois with each Party to pay its own legal fees and each Party to equally share the mediation costs. The Parties agree that JAMS will appoint a mediator who is an attorney and has substantial experience with resolving disputes regarding the sales of goods and the Uniform Commercial Code. If the Parties are unable to resolve a dispute after the mediator has declared an impasse in writing, then the Parties agree to submit the dispute to the state or federal courts with jurisdiction in Waukesha County, Wisconsin. Supplier irrevocably consents to submit to jurisdiction in such applicable courts.
30. Survival of Provisions
All provisions of these Terms that by their nature are intended to extend beyond the termination of this Agreement for any reason shall survive the termination of this Agreement for any reason.
31. Entire Agreement
The Purchase Order and the Terms constitute the entire agreement between the Parties with regard to their subject matter and supersede all prior negotiations, discussions, understandings or agreements between the Parties. The Parties agree that any amendment to this Agreement must be in writing and signed by both.
IEWC reserves the right to modify these Terms at any time, without prior notice. Your use of the Site following any such modification constitutes your acceptance of the modified Terms.
Intellectual Property Rights; Restrictions on Use of Content
The Site and all of its content, including but not limited to text, writings, materials, articles, information, documents, specifications, logos, downloads, code, software, images, photographs, videos, audio and other digital media contained within the Site ("Content") are owned by IEWC or are used by IEWC as permitted by law. The Content is protected by applicable U.S. and applicable international and state, copyright, trademark or other laws and regulations. The selection and arrangement of the Content are protected as a compilation under the U.S. copyright laws.
IEWC permits you to access, download, copy and print portions of the Content solely for informational and non-commercial purposes provided that: (1) you comply with these Terms; (2) you do not use the Site or the Content in a manner which may violate the intellectual property, privacy or other legal rights of IEWC or any third party; (3) you do not share, publish, display, republish, perform, reproduce, transfer or post any Content from the Site for any commercial purpose without the prior written consent of IEWC; (4) gathering data from The Site through web harvesting, screen scraping, automated data extraction or other similar software technologies (scripts, bots and/or web crawlers) is strictly prohibited. (5) you do not make derivatives from, modify or alter any of the Content; and (5) you include, without alteration, all copyright and other proprietary notices appearing on such Content.
Special use rules may apply to access and use of content accessible by authorized users of IEWC’s Secured Customer Portal.
Trademarks, Trade Names and Logos
IEWC owns certain trademarks, service marks, registrations, tradenames and logos, including but not limited to IEWC, Customer Automated Replenishment System®, C.A.R.S.®, Connection®, Hot Wire®, ASCENT™, YOURTEAM® and YOURTEAM – Go Further® (the "IEWC Trademarks"). You may not use any of the IEWC Trademarks without the prior written consent of IEWC. You may not use the IEWC Trademarks as meta tags or include the IEWC Trademarks as "hidden text."
Disclaimer of Warranties
THE CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IEWC EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, COURSE OF DEALING, COMPLETENESS, ACCURACY, RELIABILITY, CORRECTNESS, TIMELINESS, COMPLIANCE WITH LAWS, AVAILABILITY, UPTIME, OR ABSENCE OF BUGS, ERRORS, VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS.
IF YOU DOWNLOAD ANY MATERIALS FROM THIS SITE, YOU DO SO AT YOUR OWN RISK.
Limitation of Liability
IN NO EVENT WILL IEWC, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS ("IEWC PARTIES"), BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES) OF ANY KIND, ARISING OUT OF OR RESULTING FROM: (1) YOUR ACCESS TO OR USE OF THE SITE OR THE CONTENT, (2) YOUR INABILITY TO ACCESS OR USE THE SITE OR THE CONTENT, (3) COPYING, DOWNLOADING, USING OR RELIANCE UPON ANY OF THE CONTENT, (4) USE OR DISCLOSURE OF ANY SUBMISSIONS PROVIDED TO US BY ANY USER THROUGH THE SITE, (5) ANY VIOLATIONS OF THESE TERMS. YOU AGREE NOT TO MAKE ANY CLAIMS AGAINST US FOR ANY REASON ARISING OUT OF YOUR USE OF OR YOUR INABILITY TO USE THIS SITE, OR ANY CONTENT CONTAINED ON THE SITE OR FOR ANY VIOLATIONS OF THESE TERMS.
You agree to indemnify, defend and hold IEWC and the IEWC Parties harmless from any and all claims, losses, judgments, damages, expenses, costs and attorneys' fees, arising out of or resulting from your use of the Site, your inability to use the Site, your access to the Content, your use of this Content, your Submissions or any violation of these Terms.
If you violate these Terms, IEWC may contact you to advise you of your violation and seek corrective action. However, we reserve the right in our sole discretion to immediately terminate your access to the Site for violating these Terms. In addition to terminating your access to the Site, IEWC retains all other legal rights and remedies available to it at law or in equity if you violate these Terms.
User Supplied Information
IEWC does not want to receive confidential or proprietary information from Users of this Site. You agree that any material, information, content or data you transmit to us or post to the Site (each a "Submission" or collectively "Submissions") will be considered non-confidential and non-proprietary. For all Submissions, (1) you represent and warrant to us that you have the legal right to post the Submission and that such Submission does not and will not violate any applicable law or the rights of any person or entity, and (2) you grant IEWC a royalty-free, irrevocable, perpetual, worldwide right to use, exploit, communicate, distribute, reproduce, publish, display and create derivative works from the Submission, in any and all media, in any manner, in whole or in part, without any restriction or responsibilities to you.
Links and Linking Rights
The Site contains links to third-party websites or content (the "Linked Sites"). The links are provided by IEWC as a convenience to you. IEWC is not affiliated with the Linked Sites and is not responsible for any of the content on the Linked Sites. IEWC does not endorse the Linked Sites nor vouch for its content. IEWC is not responsible for the privacy and/or data-gathering practices of the Linked Sites.
Links to Our Site:
You may link to any pages on the Site, subject to the following restrictions: (1) you may not modify the appearance of the Site, or cause it to be framed; (2) you may not interfere with the operation or access to the Site, (3) you may not modify or alter the Content of the Site, (4) you may not use the link in any manner that is misleading, defamatory, offensive or negative in any way including, without limitation, in a manner that adversely impacts the goodwill or reputation of IEWC, its customers, suppliers, business partners, employees, officers, directors, products and services.
IEWC may at any time, in its sole discretion, terminate your permission to link to the Site. Upon receiving notification by us of such termination, you agree to immediately remove all links to the Site, and to bear all costs, including legal fees and related expenses, we incur to enforce our rights under this provision.
We respect the intellectual property rights of others. If you believe your copyrights or the copyrights of a third person are being infringed on our site, you may notify:
To be effective, your notification must (i) be in writing, (ii) be provided to the IEWC Marketing Department, and (iii) include substantially the following:A physical or electronic signature of the copyright holder or authorized agent;
- A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- A description of the material that is claimed to be infringing or to be the subject of infringing activity and is reasonably sufficient to permit
theIEWC to locate the material;
- Information reasonably sufficient to permit IEWC or its representative to contact you, such as an address, telephone number, and, if available, an electronic mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receipt of your notice, we may remove the complained of Content, in our sole discretion.
Choice of Law, Jurisdiction and Venue
IEWC controls and operates this Site from its headquarters in the United States of America. These Terms are governed by the laws of the State of Wisconsin, United States of America and United States law, without regard to their conflicts of laws principles. By accessing the Site, you agree to irrevocably consent to submit any dispute related to the Site, the Content or these Terms to the applicable state or federal courts located in Waukesha County, Wisconsin.
If you use this Site from outside the United States of America, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import laws, privacy laws and intellectual property laws of other countries in relation to the Content.
Use of IEWC.com Registered User Account
These Terms set forth the entire agreement between IEWC and you with regard to their subject matter and supersede all prior or contemporaneous negotiations, discussions or agreements between the parties.