Purchase order terms and conditions
Fleetmatics USA LLC - Purchase order terms and conditions – USA & Canada Rev. 12/14
Fleetmatics USA, LLC (“buyer”) purchase order terms and conditions
1. Acceptance of this Purchase Order (“Order”) constitutes Seller’s acceptance of these terms and conditions. Any inconsistent or additional terms or conditions proposed by Seller shall be void and of no effect unless specifically agreed to in writing signed by an authorized representative of Buyer. These terms and conditions together with the terms on the face of this Order constitute the entire agreement between Seller and Buyer with respect to the Order.
2. Delivery is not deemed complete until conforming goods or services have been received and accepted by Buyer. Notwithstanding any agreement to pay freight, express or other transportation charges, the risk of loss or damage in transit shall be upon the Seller until delivery is deemed complete. Buyer reserves the right to withdraw this Order at any time prior to actual receipt of Seller’s written acceptance hereof.
3. Notwithstanding receipt or acceptance, Buyer may cancel this Order in whole or in part and be relieved of all liability for any undelivered portion in the event that any goods or services fail to meet Buyer's requirements, or that Seller delivers, at any time, goods or services that fail strictly to conform to the terms of this Order or that are of inferior quality.
4. Unless otherwise specifically stated by Buyer in this Order, payment terms are net 45 days from receipt of Seller’s correct invoice. Seller shall add sales and/or use tax where applicable.
5. Seller represents and warrants that all goods and services delivered hereunder will be of good quality, conforming to specifications, fit for the intended use, free from defects in design, workmanship, and materials; and that such goods and services will not infringe the copyright, patent, trade secret or other proprietary right of any third party. Additionally, Seller represents and warrants that the services will be performed in a professional and workmanlike manner, and that it has experience in performing the services ordered hereunder and does not require training or supervision by Buyer. Seller’s acceptance of this Order shall constitute Seller’s agreement to indemnify Buyer and hold Buyer harmless from and against any and all claims, liability or expense whatsoever, including counsel fees, arising out of or related to a breach of this warranty or to death or injury to person or property that is alleged to have arisen through the use or consumption of Seller’s goods or services.
6. Seller will defend, indemnify, and hold harmless Buyer and its customers, affiliates, and agents from all costs and expenses, actually incurred, arising from any claim that use of any goods or services, as delivered, infringe any third party’s intellectual property rights. If the use of the goods or services is prohibited or enjoined as a result of any such claim, Seller shall, at its sole expense, use commercially reasonable efforts to: (i) obtain for Buyer the right to use the infringing goods or services without any additional cost to Buyer; (ii) modify the infringing goods or services so that they become non-infringing; or (iii) replace the infringing goods or services with non-infringing goods or services. If none of the foregoing alternatives is reasonably possible, Seller shall refund to Buyer all amounts paid for the allegedly infringing goods or services.
7. Seller shall secure and maintain the type and amounts of insurance as Buyer may reasonably require, which shall at a minimum comply with the stated coverage requirements of the “Insurance Requirements Exhibit” available from Buyer. Seller shall promptly provide evidence of the minimum coverage by providing a certificate of insurance acceptable to Buyer. Neither Seller’s failure to provide such certificate, nor Buyer's decision to not make such request, shall release Seller from its obligation to maintain the minimum coverage required hereunder. Seller shall require its subcontractors to carry insurance in the amount, type and form of insurance required herein. If its subcontractors do not obtain such coverage, Seller shall insure the activities of its subcontractors.
8. To the extent that the goods or services ordered hereunder require that Seller receive access to Buyer’s confidential and/or proprietary information, Seller shall treat such information as confidential and shall not appropriate such information for its own use or disclose such information to any third party unless specifically agreed to in writing signed by an authorized representative of Buyer. The foregoing obligations shall not apply to information which is in the public domain at the time of receipt by Seller; information which is made public after such receipt through no fault of Seller; information which Seller can demonstrate was in its possession without obligation of nondisclosure prior to its receipt from Buyer; or information which Seller can demonstrate was received from a third party who did not require Seller to hold such information in confidence.
9. The relationship between Seller and Buyer is that of an independent contractor. No employer/employee relationship is created, and neither party is authorized to bind the other in any way. Seller is obligated to comply with all requirements (including without limitation those relating to tax withholding) applicable to employers.
10. The remedies herein reserved by Buyer are cumulative and in addition to any other legal remedies. No waiver of a breach of any provision of this Order constitutes a waiver of a continuing or further breach of such provision or of any other provision hereof.
11. By acceptance of this Order, Seller certifies that its performance and all articles delivered hereunder comply with all applicable federal, state and local laws, orders, codes, rules, regulations and amendments thereto, including without limitation the Fair Labor Standards and Occupation Health and Safety Acts.
12. Seller agrees on behalf of itself and its agents and other representatives that it shall adhere to Buyer’s Code of Business Conduct and Ethics.
13. Seller shall not release any information in any form, except to Seller’s employees and subcontractors as necessary for their performance of work under this Order), which identifies Buyer or which uses Buyer’s name in any advertising, publicity or promotional material.
14. The Equal Opportunity clauses and policies of Executive Order 11141, 11246, 11625, and 11758, and any other orders relating to equal opportunity in the performance of federal government procurement contracts or subcontracts, together with the implementing Regulations of the Secretary of Labor (including 41 CFR 60-1.4, 60-250.4 and 60-741.4) are made a part of this Order to the extent they are applicable.
15. This Order shall not be assignable by Seller and any such assignment or attempted assignment shall be void and of no effect.
16. This Order shall be governed and construed according to the laws of the Commonwealth of Massachusetts without reference to its conflicts of laws rules. The parties hereby agree that the courts located in the Commonwealth of Massachusetts, USA, shall constitute the sole and exclusive forum for the resolution of any and all disputes arising under, out of, or in connection with this Order and hereby consent to the jurisdiction of such courts and irrevocably waive any objections thereto, including, without limitation, on grounds of improper venue or forum non conveniens. The parties agree that any judgments of such courts may be entered and enforced by any court with jurisdiction over the party against which judgment was rendered or its assets, wherever located.