These terms and conditions apply to business to business transactions between Wahl Clipper Corporation, an Illinois corporation located at 2900 Locust Street, Sterling, Illinois, USA, and its subsidiaries and its suppliers.
Wahl Clipper Corporation and its subsidiaries shall not be liable as joint and several debtors. Each entity will place purchase orders independently with the Seller under the terms and conditions set forth in this agreement, transacting on its own account.
Wahl Clipper Corporation and its subsidiaries are each referred to herein as the “Company.”
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1. ORDER AND DELIVERY
Seller agrees to sell the Company quantities of goods or services (the "Merchandise") designated on the purchase order at the prices specified thereon and to deliver the same on the delivery dates specified thereon. Time shall be of the essence of this contract and Seller undertakes to strictly respect the delivery dates specified thereon. Shipment must equal the exact amount ordered unless otherwise agreed by Company. Any losses occurring from deviation from Company's routing instructions will be charged to Seller's account.
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2. ACCEPTANCE, MODIFICATION, ETC.
By shipping the Merchandise or by acknowledging receipt of this order, Seller expresses his assent to and acceptance of the terms and conditions set forth herein. These terms and conditions constitute an offer by the Company and this offer may only be accepted on these exact terms and conditions. No additional or conflicting terms or modifications shall be accepted. These terms and conditions supersede the terms and conditions of Seller's acknowledgment form, and any additional or conflicting terms or modifications set forth in Seller's acknowledgment are hereby objected to.
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3. WARRANTIES AS TO MERCHANDISE
Seller warrants all Merchandise delivered hereunder to be free from all defects of material or workmanship, hidden or apparent, and to conform strictly to the specifications, drawings or samples specified or furnished. This warranty shall survive, even for apparent defects, any inspection, delivery, acceptance or payment by Company of or for the Merchandise. In the event of a defect, hidden or apparent, in the workmanship or materials in the Merchandise, Seller shall be liable for any and all expenses incurred by Company or its affiliates in undertaking any activities to determine if such defect exists, including expenses for recall campaigns, inquiries to dealers, distributors and users, and testing and analysis. In the event of such a defect, hidden or apparent, in the workmanship or materials in the Merchandise, Seller will, in addition to any other warranty applicable to the Merchandise, have the responsibility to rework or replace, at Seller's expense, all such defective Merchandise at any time sold to the Company, and Seller shall be liable for any and all labor and transportation costs incurred in repairing or replacing such defective Merchandise.
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4. INDEMNIFICATION OF COMPANY BY SELLER
Seller agrees to indemnify, defend and hold harmless Company, its affiliates, insurers, agents, officers, directors, employees, successors, and assigns, against and from any and all losses, claims, damages, liabilities, costs and expenses (including the aggregate amount paid in reasonable settlement of any action, suit, proceeding or claim) which Company may incur or for which Company may become liable or on account of any claim, action or proceeding brought against Company claiming money damages or any other form of relief: (a) under any law, or otherwise, including but not limited to claims, actions or proceedings purporting to be based upon negligence, breach of contract, breach of warranty or strict liability in tort, insofar as such claims, actions, or proceedings arise or are alleged to arise out of any defects or alleged defects in the Merchandise, or the nature of the material contained in the Merchandise, or any actual or alleged commission or omission by Seller or any of its employees or agents in connection with the Merchandise; (b) based upon or arising out of any actual or alleged invasion, or infringement by the Merchandise or by the Seller, its agents or employees, of any patent, trademark, copyright, right of privacy, or any other tangible or intangible personal or property right; or (c) based upon or arising out of any actual or alleged violation by the Merchandise or Seller, its agents or its employees of any statute, ordinance, administrative order, rule or regulation; and, in case any action, suit or proceeding, which shall at any time be brought against the Company by reason of any such claim, Seller, if Company so requests, shall resist and defend such action, suit or proceeding at the sole expense of Seller by reputable counsel.
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5. INSURANCE
Seller shall obtain and maintain a policy of general liability insurance with respect to the Merchandise with an endorsement naming Company and its subsidiaries as additional insureds including Products/Completed Operations Liability. The coverage territory must be worldwide and not limited to suits or claims brought in the United States, its territories and possessions, Puerto Rico and Canada. The general liability insurance shall satisfy the minimum per occurrence limits specified in Table 1.
Table 1 General Liability Insurance Requirements
| Supplier Type |
Required Liability Insurance |
| Direct Inventory |
$5,000,000 |
| Indirect Maintenance, Repair, Operations (MRO) |
$1,000,000 |
| Non-IT Service (Cleaning, etc.) |
$1,000,000 |
| IT Service |
$5,000,000 |
| Indirect One Time (Tooling, Small Machine, etc.) |
$1,000,000 |
| Direct One Time (Automation Equipment, etc.) |
$5,000,000 |
All policies of insurance provided pursuant to this provision shall be written as primary policies, not contributing with and not in excess of the coverage of the Company's insurance. Seller's insurance carrier shall waive its rights of subrogation against Company. Seller shall provide to Company a current certificate of insurance showing the coverage required by this paragraph. Company reserves the right to review certified copies of any and all insurance policies to which this paragraph is applicable. The coverage required by this paragraph shall not be modified or terminated without at least 30 days written notice to Company.
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6. INSPECTION AND REJECTION
Final inspection of the Merchandise shall be on Company premises unless otherwise agreed in writing. Company is deemed to have accepted the Merchandise only after the final inspection took place. Merchandise rejected as not conforming to the purchase order shall be returned at Seller's expense, including transportation and handling costs. Any inspection, testing or other evaluation by the Company shall in no manner destroy, qualify or affect any of Seller's express or implied warranties hereunder or otherwise.
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7. RISK OF LOSS
Seller assumes the following risks, in addition to other risks Seller assumes by law: (a) all risks of loss or damage to the Merchandise until physically delivered to and properly handed over to the Company; (b) in the event the Merchandise is rejected by Company after the final inspection, all risks of loss or damage shall be deemed to have rested with Seller from the beginning.
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8. TOOLING
Unless otherwise agreed to in writing by the parties hereto, all tools, dies, molds and similar items (hereinafter referred to as "Tooling") required in the manufacture of the Merchandise shall be furnished by and maintained by Seller at Seller's expense. In the event that any Tooling shall be furnished by, or at the expense of Company; such Tooling shall be and remain the property of Company and shall be returned to Company upon its request and at its expense; provided, however, that Seller shall be liable for any loss or damage to or destruction of the Tooling, while in Seller's custody or possession, except where attributable to normal wear and tear; provided, further, that Seller shall at all times indemnify and hold harmless Company, its insurers, agents, officers, directors, employees, successors, and assigns against and from any and all losses, claims, damages, liabilities, costs and expenses and the aggregate amount paid in reasonable settlement of any action, suit, proceeding or claim which Company may incur or for which Company may become liable or in an account of any claim, action or proceeding brought against Company claiming money damages or any other form of relief under any law or otherwise, including but not limited to claims, actions or proceeding purporting to be based upon negligence, breach of contract, breach of warranty or strict liability tort, insofar as such claims, actions or proceedings arise or are alleged to arise out of the actual or alleged use or handling of the Tooling while the Tooling is in Seller's custody or possession.
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9. PRICE AND TAXES
The prices stated on the purchase order shall constitute the entire consideration to Seller for the Merchandise, its boxing, crating and other packaging, and for all warranties and otherwise, unless otherwise specified thereon, and no other charges shall be made therefor. The prices stated shall be deemed to include all federal, state, and local taxes in effect on the date of this order from which Seller cannot obtain exemption, and the amount of any such taxes shall be shown separately on Seller's invoice. In the case of new taxes or increased rates or the repeal of taxes or the reduction of rates, the contract price shall be adjusted accordingly. Seller's price shall not be higher than last quoted or charged to Company unless otherwise agreed in writing. Seller warrants that the prices stated on the purchase order do not exceed Seller's lowest lawful price to any other customer of the same class in effect on the delivery date for like items and quantities. When no price is stated on the purchase order for any article of Merchandise, the order must not be filled at higher prices than last quoted or (if later) last charged to Company, subject to the preceding sentence. Invoices shall not bear a date prior to the date of complete shipment or performance except where agreed to in writing.
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10. ADDITIONAL QUANTITIES
All the terms and conditions herein shall apply in all respects to additional quantities or services ordered by Company except to the extent covered by a new contract.
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11. CHANGES
Company shall have the right to make, from time to time and without notice to any sureties or assignees, changes as to packing, designations, specifications, designs and delivery schedules. Seller shall immediately notify Company of any increase or decrease in costs caused by such changes, and equitable adjustment in prices or other terms shall be agreed upon in writing by Company and Seller.
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12. COMPLIANCE WITH LAW
Seller represents, warrants and agrees that all work performed and Merchandise delivered pursuant to this instrument will be performed, manufactured, produced, sold, invoiced, packaged, labeled, shipped and, if required, registered, in accordance with, and in all respects will conform to, all applicable federal (including the Fair Labor Standards Act of 1938 as amended), state and local laws. With respect to each shipment or other delivery of the Merchandise hereafter made by Seller to Company, Seller agrees, as of the date of such shipment or delivery, that such Merchandise, on such date, does not contain one or more banned, declarable or restricted substances, not previously disclosed to the company, via the Restricted Substances Declaration available HERE.
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13. WORKPLACE STANDARDS
The Seller certifies is has read and will comply with the terms and conditions set forth in Wahl Clipper Corporation's Workplace Standards available at the www.wahl.com. Seller further certifies it has implemented procedures in all labor related processes incorporated into the Merchandise to ensure it comply with all requirements regarding slavery and human trafficking. Seller shall keep, maintain and make available for inspection by Company or a designated third party records verifying compliance. Seller understands that its business relationship with Company is based on Seller being in full compliance with the terms and conditions set forth in the Wahl Clipper Corporation Workplace Standards. Failure to comply with the terms and conditions set forth may result in immediate cancellation of all outstanding orders with Seller and refusal by Company to do any business with Seller.
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14. BANKRUPTCY
In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Seller, or in the event of the appointment, with or without Seller's consent, of an assignee for the benefit of creditors or of a receiver, the Company shall be entitled to cancel any unfilled part of this purchase order without any liability whatsoever.
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15. TITLE TO DRAWINGS AND SPECIFICATIONS
Company shall at all times have title to all drawings and specifications furnished by Company to Seller and intended for use in connection with this purchase order. Such drawings are confidential and contain proprietary information. Seller shall use such drawings and specifications only in connection with this purchase order and shall not disclose such drawings and specifications to any person, firm or corporation other than Company's or Seller's employees, subcontractors or government inspectors. Seller shall, upon Company's request, promptly return all drawings and specifications to Company.
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16. QUALITY CONTROL
Seller shall maintain an adequate and consistent quality control program so as to assure that the Merchandise shall meet specifications as to appearance, performance and reliability. Seller shall furnish to the Company results of quality control samplings.
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17. SET OFF
Company may set off an amount payable at any time with respect to the Merchandise against all present and future indebtedness of Seller to Company arising from this or any other transaction (whether or not related hereto). Additionally, all costs, lost profits and expenses incurred by Company due to Seller's violations of or failure to follow any or all provisions set forth herein, including but not limited to the insurance and indemnity requirements, may be charged back to Seller and Seller expressly agrees to reimburse Company. Seller further agrees that Seller may deduct such costs, lost profits and expenses from any sum thereafter owed to Seller by Company.
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18. CANCELLATION WITH CAUSE
Company reserves the right to cancel, without any Liability, any or all contracts or orders covering the Merchandise if Seller fails to ship the Merchandise in the manner or within the time specified herein or therein, or if it shall be alleged by third parties that the Merchandise manufactured, produced, sold, invoiced, packaged, labeled or shipped was in violation of any statute, ordinance, administrative order, rule or regulation, or violates any of Seller's warranties, whether express or implied, or if Seller is in violation of any material provision of this instrument. Any such cancellation shall be without prejudice to any other right or remedy which Company may have by reason of such default. If Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Company may terminate this order upon written notice to Seller.
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19. CANCELLATION FOR ANY REASON
In the event of cancellation by the Company of the contract or orders covering the Merchandise for any reasons other than as specified in Paragraphs 12 and 16 hereof, Company's liability, if any, shall be limited to, to the extent unpaid, (a) the price specified herein for the Merchandise which has been accepted upon the date of cancellation by Company and conforms to this instrument, and (b) actual costs (exclusive of profit) reasonably incurred by Seller in producing Merchandise not covered by sub-paragraph (a) above, but in no event shall Company's liability under this paragraph 17 exceed the aggregate price specified in this instrument for the Merchandise.
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20. COMPLETE AGREEMENT
This instrument upon acceptance supersedes all previous agreements, if any, between the parties, and constitutes the sole and entire contract between them with respect to the Merchandise, and no change, amendment or modification of the terms and conditions set forth herein shall be effective unless made in writing and signed by both parties.
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21. SEVERABILITY
If any provision of this instrument and any agreement resulting herefrom is unenforceable or invalid, the instrument or agreement shall be ineffective only to the extent of such provision and the unenforceability or invalidity of the remaining provisions shall not be affected thereby.
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22. ASSIGNMENT
This instrument and any agreement resulting herefrom may not be assigned by Seller, in whole or in part, except, by operation of law or otherwise, with the written consent of the Company. Seller shall not delegate any duties nor assign any rights or claims under this purchase order, or breach thereof, without written prior consent of the Company, and any such attempted delegation or assignment shall be void.
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23. GENERAL
Paragraph headings are for convenience only and shall not be considered in construing or interpreting this instrument.
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24. APPLICABLE LAW AND VENUE, DISPUTE BETWEEN COMPANY AND DOMESTIC SELLER
This order and any agreement resulting herefrom shall be interpreted, and the rights and liabilities of the parties here determined in accordance with the laws of the State of Illinois. As part of the consideration for the execution hereof by Seller, it is hereby agreed that all actions and proceedings between Company and a Domestic Seller arising directly or indirectly herefrom shall be determined by arbitration administered by the American Arbitration Association in accordance with its Commercial Rules. There shall be one arbitrator, and the place of the arbitration shall be Whiteside County, Illinois, USA. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
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25. APPLICABLE LAW AND VENUE, DISPUTE BETWEEN COMPANY AND FOREIGN SELLER
This order and any agreement resulting herefrom shall be interpreted, and the rights and liabilities of the parties here determined in accordance with the laws of the State of Illinois. As part of the consideration for the execution hereof by Seller, it is hereby agreed that all actions and proceedings between Company and a Foreign Seller arising directly or indirectly herefrom shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. There shall be one arbitrator, and the place of the arbitration shall be Whiteside County, Illinois, USA. Seller and Company hereby exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to these terms and conditions and all transactions occurring hereunder unless otherwise expressly agreed in writing.Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
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26. ACKNOWLEDGMENT
Where this document acknowledges an order from Company for the Merchandise, this acknowledgment contains the final, complete and exclusive agreement between Company and Seller. Company's acceptance of the Seller's offer is expressly conditional on assent to all of the terms and conditions set forth herein by Seller's authorized representative in writing.
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27. CURRENT MATERIAL SAFETY DATA SHEETS
Seller shall furnish current Material Safety Data Sheets where appropriate and as required by law. Each calendar year Seller shall provide a blanket certificate of origin for all Merchandise sold to Company. If Seller cannot provide a blanket certificate of origin, Seller shall submit a certificate within five days of accepting Company's purchase order. Certificates of origin shall specify the applicable part number.
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28. SAMENESS REQUIREMENT
Parts, components and materials supplied to the Company shall be uniform. That is, there shall be no change in design which would affect the form, fit, finish, functionality or serviceable parts of the item being supplied. A design change is any change in materials or material characteristics, as well as any dimensional changes. The Seller shall notify the Company in writing of all such changes at least 30 working days prior to implementation, unless otherwise specified by the Company.
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29. MANUFACTURING LOCATION
Seller shall notify the Company in writing of any change to its manufacturing location at least 60 days prior to implementation.
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30. NO WAIVER
Failure to insist on strict performance is not a waiver of any term or default by Seller.
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31. CUMULATIVE REMEDIES
The rights and remedies under this order are cumulative and are in addition to and not in substitution of any other rights and remedies available at law or in equity.