STANDARD TERMS AND CONDITIONS

Customer Terms

SELLER'S OFFER TO SELL, AND ITS ACCEPTANCE OF BUYER'S PURCHASE ORDER IS EXPRESSLY CONDITIONED UPON ACCEPTANCE BY BUYER OF THESE TERMS AND CONDITIONS (BUYER WILL BE DEEMED TO HAVE ASSENTED TO ALL THESE TERMS AND CONDITIONS IF IT ACCEPTS ANY PART OF THE DESCRIBED GOODS.) ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS CONTAINED IN BUYER'S PURCHASE ORDER OR IN ANY OTHER CORRESPONDENCE SHALL BE DEEMED OBJECTED TO BY SELLER AND SHALL BE OF NO FORCE OR EFFECT.

  1. WARRANTY AS TO GOODS.  Seller hereby warrants for the applicable warranty period that the goods delivered hereunder will be free from defects in material and workmanship and will conform to the specifications on the front of this form.

    Seller's liability or obligation pursuant to this warranty does not extend to any goods or parts thereof which have been furnished by Buyer or obtained from other manufacturers or suppliers at Buyer's request or to Buyer's specifications, installed, operated, maintained, repaired, or altered improperly or otherwise than in conformity to Seller's applicable instructions, or subject to misuse, accident or neglect.  Seller assumes no responsibility or liability for the adequacy of any design, specification, drawing, or material furnished or specified by the Buyer.
  2. WARRANTY AS TO INSTALLATION - Seller has no responsibility for, and will not perform, installation of the goods delivered hereunder.  Seller gives no warranty as to installation.

    DISCLAIMER OF WARRANTIES - SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE GOODS DELIVERED HEREUNDER, NOR IS THERE ANY OTHER WARRANTY, EXPRESSED OR IMPLIED, EXCEPT FOR THE WARRANTY CONTAINED IN PARAGRAPH 1 ABOVE.
  3. LIMITATION OF REMEDIES AND LIABILITY - Buyer's exclusive remedy against Seller for any breach of or default under this contract (including any breach of warranty), any act or omission of Seller (including its negligence), or any defect in any goods ordered or delivered hereunder (including under strict liability in tort and breaches by reason of alleged patent infringements) shall be, at the Seller's option, (a) the repair or replacement of goods with respect to which claims are made or (b) the refund of the purchase price for such goods, less a reasonable charge for any actual use thereof which has been made by the Buyer.  Any claim by Buyer against Seller will be invalid, unless made in writing within the following time periods: (i) all claims for breach of the warranty in Paragraph 1 above must be made in writing within 30 days after the alleged defect becomes or should have become apparent to the Buyer and prior to the expiration of the applicable warranty period; (ii) all claims for shortages must be made in writing within 10 days after receipt of the goods in respect of which any such shortage is obtained and must be accompanied by Seller's packing slip or a photostatic  copy thereof; and (iii) all other claims must be made within 30 days of receipt by Buyer of the goods, delivered hereunder.  If the Seller so request, the Buyer must either permit Seller to inspect the goods, or if the goods have not been installed, return to the Seller any goods with respect to which  any claims are made (free and clear of all encumbrances) in accordance with the Seller's shipping instructions and with shipping charges prepaid; provided that Seller will reimburse Buyer for reasonable shipping charges actually incurred by Buyer at the request of Seller if it is found that any such returned goods failed to comply with the warranty set fourth in Paragraph 1 above.  IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY OTHER PERSON (A) FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OR (B) FOR DIRECT DAMAGE, OTHER THAN AS EXPRESSLY SPECIFIED IN THE FIRST SENTENCE OF THIS PARAGRAPH 3.
  4. PRICES - All prices are subject to change without notice.  The price set forth on the reverse side hereof is guaranteed for a period of 30 days form the date hereof.  If delivery is more than 30 days from the date hereof, any price increase of Seller effective prior to the date of shipment shall be applicable to this order.
  5. TERMS OF PAYMENT - Payment with respects to the goods ordered is due 30 days following invoice by the Seller.   All indebtedness outstanding after the date due shall bear interest at the rate of 1 1/2% per month or the highest rate permitted by applicable state law, whichever is less.  Buyer shall reimburse Seller for its reasonable costs and expenses, including without limitation  attorneys' fees, incurred in connection with the institution of legal proceedings to collect any past due indebtedness hereunder
  6. RETURNS - Goods may be returned only with prior written authorization of Seller in its sole discretion and subject to such restocking fee as the Seller may establish; it being understood, without limiting the generality of the foregoing, that custom-ordered goods may never be returned.  Seller will refuse to accept any goods returned to it without a valid Returned Goods Authorization number assigned by Seller.  All goods returned to Seller must be shipped with shipping charges prepaid and the Return Goods Authorization number clearly marked on the package.
  7. DELIVERY AND FORCE MAJEURE - Shipping dates are estimates only, and Seller in no way guarantees that ordered goods will be shipped in accordance with estimated shipping schedules.  Without limiting the generality of the foregoing, Seller may delay delivery of goods without any liability thereof as a result of any delay caused by events outside Seller's reasonable control that would in any way impair Seller's ability to deliver the goods in the quantities ordered at the prices quoted.  If delivery is thus delayed for more than 60 days, either Buyer or Seller may (by notice) cancel an order without liability therefore with respect to any goods remaining undelivered, provided that the remaining provisions of this contract shall remain unaffected.
  8. SHIPMENT AND TITLE - Seller may make partial shipments. (All shipments made by Seller shall be F.O.B. Chicago, Illinois.  Seller shall select the method of transportation and route of any shipment.  Buyer pays all freight costs in addition to the price.)
  9. Indemnification - Buyer will forever defend, indemnify and hold harmless Seller from and against any and all claims, losses and expenses (including without limitation, reasonable attorneys' fees), on account of any injuries or deaths of any person (including Buyer's employees) or damage to any property arising from Buyer's unloading storage, handling or use of the goods sold hereunder, except to the extent that such damages are attributable to the Seller's gross negligence or willful misconduct.
  10. GOVERNING LAW - This contract shall be governed by and construed in accordance with the laws of the State of Illinois.
  11. TAXES - The prices shown do not include any sales, use or other taxes or charges payable to state or local authorities.  Any such taxes or charges now or hereafter imposed with respect to sales or shipment hereunder will be added to such prices and you agree to reimburse MIDCO for any such taxes or charges.
  12. SEVERABILITY - All provisions herein are severable and unenforceability of any one provision shall not affect the validity of any other provisions hereof.
  13. ENTIRE AGREEMENT - This contract constitutes the entire agreement of the parties, and shall not be assignable by Buyer voluntarily, by operator of law or otherwise without Seller's consent.
  14. LIMITATION OF ACTIONS.  Anything herein to the contrary, notwithstanding any action for alleged breach of Seller of the contract between the parties, including but not limited to any action for breach of the warranties herein set forth, shall be barred unless commenced by Buyer within one (1) year from the date such cause of action occurred.

Vendor Terms

  1. Exclusive Agreement - This Purchase Order constitutes the exclusive agreement between the parties. The terms and conditions cannot be changed without prior written consent of both parties. The laws of the State of Illinois shall apply in all disputes. Additionally, the goods shall conform to specifications, drawings, and any other description attached hereto and shall be free from defects in materials and workmanship.
  2. Packing List - All deliveries shall include a packing list indicating the contents of each package.
  3. Delivery Schedule - Failure to deliver goods on time may result in termination of the Purchase Order at the Buyer's option.
  4. Receipt - Buyer shall be deemed to have received goods procured hereunder when such goods have been deposited at the Buyer's dock and all bills of lading or other shipping papers which require signature have been signed.
  5. Acceptance - Buyer shall be deemed to have accepted goods procured hereunder only after actual inspection for conformity or the passage of ten (10) days from receipt, whichever occurs first.
  6. Rejection/Termination - All goods that are rejected for nonconformity with the terms and conditions of this agreement are rejected at Vendor's expense and shall be returned at Vendor's risk of loss and expense. Buyer reserves the right to terminate for nonconformity.
  7. Assignment – All obligations hereunder, including monies due and owing, shall not be assigned to a third party without the prior written consent of both parties hereto.
  8. Warranties - Vendor expressly warrants that all goods supplied hereunder shall be merchantable in accordance with the Uniform Commercial Code, Section 2-314 and the Illinois Code, Section 554.2314.
  9. Taxes - Buyer is exempt from payment of all Federal or State taxes. Exemption Certificates will be furnished upon request.
  10. Title To Goods - Vendor warrants that the goods procured hereunder are free from all liens, claims or encumbrances.
  11. Vendor Rights Assignments-Antitrust Claims - For good cause and as consideration for executing this agreement, Vendor, through its duly authorized agent, conveys, sells, assigns, and transfers to the State of Illinois all rights, title, and interest in and to all causes of action it may now or hereafter acquire under the anti-trust laws of the United States and the State of Illinois relating to the subject of this agreement.
  12. Insurance – Vendor shall purchase and maintain such insurance at Vendor’s sole cost, which will protect Vendor from claims set forth below which may arise out of Vendor’s activities (operations or completed operations, products or services) whether such activities are by the Vendor or Vendor’s employees, or agents or subcontractors.
    1. Workers Compensation (compliance with Illinois law).• Employers Liability (no less than $500,000 per accident for bodily injury, and $500,000 per employee and per policy limit for disease).
    2. Commercial General Liability (no less than $1,000,000 per occurrence).
    3. Automobile Liability (no less than $1,000,000 each accident limit).
    4. Umbrella Liability (no less than $1,000,000 per occurrence).
    5. Professional Errors and Omissions (if professional services are provided).

      All insurance shall be issued by insurance companies authorized to engage in business in the State of Illinois, with an A.M. Best or equivalent financial rating of A-, VII or better.

      All liability policies shall be endorsed to include as additional insured and shall provide for a waiver of subrogation in favor of the Midco Corporation, the State of Illinois, and the Board of Directors, State of Illinois. Vendor’s policies shall be primary over Midco Corporation’s policies (if any), and shall provide for severability of interests, and 30 days notice of non-renewal, cancellation or materials change.

      Two (2) Certificates of Insurance shall be provided to the Midco Corporation as evidence of compliance with this requirement, prior to the provision of products or services under this purchase order.

      The Midco Corporation reserves the right to waive or reduce the insurance requirements at the Midco Corporation’s sole discretion.
  13. Indemnification – To the extent that goods are not manufactured in accordance with Buyer's designs, Seller shall defend, indemnify, and hold harmless Buyer, Buyer's assignees, and other users of the goods from and against any claim of infringement of any Letter Patent, Trade names, Trademark, Copyright, or Trade secrets by reason of sale or use of any articles purchased hereunder. Buyer shall promptly notify Seller of any such claim.

    To the fullest extent allowed by law, Vendor agrees to indemnify and hold harmless the Midco Corporation, the State of Illinois, and the Board of Directors, Midco corporation and their agents and employees from and against all claims or losses including reasonable attorneys’ fees, arising out of or resulting from the negligence or omissions of the Vendor, its partners, directors, officers, employees, licensees, subcontractors or agents, in the provision of products and services under this contract.
  14. Guarantee - In filling this order, Vendor warrants and guarantees to Buyer that the articles are in compliance with Sections 5 and 12 of the Federal Trade Commission Act; the Fair Packaging and Labeling Act; the Federal Food, Drug and Cosmetic Act; the Consumer Product Safety Act; the Federal Environmental Pesticide Control Act; the Federal Hazardous Substances Act; the Fair Labor Standards Act; the Wool Products Labeling Act; the Flammable Fabrics Act; the Occupational Safety and Health Act; and the Anti-Kickback Act of 1986.
  15. Hazardous Material - All packaging, transportation, and handling of hazardous materials shall be in accordance with applicable Federal and State regulations including, but not limited to, the Material Safety Data Sheet provision of O.S.H.A. Hazard Communication Standard 29 CFR 1910.1200.
  16. Nondiscrimination - Vendor is subject to and must comply with provisions of the Board of Directors Equal Opportunity Policy and applicable state and federal antidiscrimination laws, including the requirements set forth in 41 C.F.R. Section 60-1.4(b), which is incorporated herein by reference.
  17. Cancellation - Buyer reserves the right to cancel this agreement for convenience by giving Vendor written notification.
  18. Public Records - The laws of the State of Illinois require procurement records to be made public unless exempted by the Code of Illinois.
  19. Clean Air and Water Certification - Vendor certifies by filling this order that its facility(s) is not on the Environmental Protection Agency (EPA) List of violating Facilities. Vendor will immediately notify Buyer's Purchasing Department of the receipt of any communication indicating that any Vendor's facilities are under consideration to be listed on the EPA List of Violating Facilities.
  20. Debarred, Suspended, and Ineligible Status - Vendor certifies that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation (FAR) 48 C.F.R. Ch.1 Subpart 9.4. Vendor will immediately notify Buyer's Purchasing Department if Vendor is placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors.
  21. Use of Name or Intellectual Property - Vendor agrees it will not use the name or intellectual property, including but not limited to, Midco Corporation trademarks in any manner, including commercial advertising or as a business reference, without the expressed prior written consent of the Midco Corporation.