Terms and Conditions of Service
A Greener US™ Products and Services are offered and performed by INNOVATION PLA.NET INC., hereby known as “SELLER”.
ACCEPTANCE: THIS SERVICE AGREEMENT IS LIMITED TO THE TERMS AND CONDITIONS SPECIFIED ON THE FACE OF THIS SERVICE AGREEMENT AND THIS DOCUMENT AND ANY ATTACHMENTS REFERENCED THEREIN. BUYER DOES NOT AGREE TO ANY PROPOSED ADDITION, ALTERATION, OR DELETION BY SELLER UNLESS AGREED TO IN WRITING BY THE PARTIES. ANY OTHER STATEMENT OR WRITING OF SELLER SHALL NOT ALTER, ADD TO, OR OTHERWISE AFFECT THESE TERMS AND CONDITIONS. THIS SERVICE ORDER IS SUBJECT TO THE TERMS AND CONDITIONS OF ANY APPLICABLE WRITTEN AGREEMENT BETWEEN SELLER AND BUYER. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS SERVICE AGREEMENT AND THE TERMS OF ANY SUCH WRITTEN AGREEMENT, THE TERMS OF THE WRITTEN AGREEMENT BETWEEN SELLER AND BUYER SHALL GOVERN AND CONTROL.
CUSTOMER NUMBER: Buyer will communicate their customer number to Seller by telephone, fax, e-mail or SMS. Seller shall include the customer number on every packing sheet, invoice and every other communication related to this order.
MATERIAL PACKING: No charges will be paid by Buyer for packing, crating, or loading unless so stated in the service order.
SERVICE DELIVERY: Service Delivery shall follow the schedule set out in the service order and in exact quantities ordered. If it appears Seller will not meet such schedule or if Seller fails to meet such schedule, Seller shall, upon request of Buyer and in addition to any other rights or remedies provided to Buyer by law or under this service order, deliver additional service to meet such schedule or to recover the maximum possible time lost by failure to deliver on schedule, and the difference between the expedited routing and the service order routing cost shall be borne by Seller. Buyer reserves the right, at Seller’s expense, to return any service payment made in advance of the schedule set out in the service order.
INSPECTION: All items are subject to inspection before acceptance by Buyer at the source origin. Acceptance of any service by Buyer shall not be deemed to alter the obligations of Seller or the rights of Buyer and its customers under the Warranty clause or any other provision of this service order.
REJECTION: Seller shall notify Buyer if any inspected items hereunder are rejected for being nonconforming, and, at Seller’s election and Buyer’s risk and expense, such items may be returned to Buyer. No payment or portion thereof shall be returned to the Buyer for rejected items.
WARRANTY: Seller warrants that all services delivered hereunder shall be merchantable, and free from defects or disfunction, whether latent or apparent. Seller warrants that all services performed hereunder shall be performed in a good and workmanlike manner by qualified, trained personnel, free from errors. Seller’s warranties shall be enforceable by Buyer and shall run to Buyer’s customer(s).
CHANGES: Buyer may make changes to any services to be performed, but no change shall be effective, nor shall Buyer be obligated to pay any increase in compensation as a result of a change, unless Buyer issues a written change order. Changes which increase or decrease pricing shall be revised as mutually agreed to in writing.
INVOICES/PAYMENT: A separate invoice shall be issued for each month of service the Seller renders, and for each new or additional Service Order, with the Customer Number stated on the face of the invoice. Seller shall issue invoices on the first of each month for the services that are to be delivered. Payment terms commence upon receipt of a correct invoice. Payment terms are net 15 days of receipt of a correct invoice. Seller shall receive electronic service orders and Buyer may receive electronic or physical invoices via postal mail or email.
RESPONSIBILITY FOR PROPERTY: Unless otherwise provided in this service order, Seller, upon delivery to it or manufacture or acquisition by it, of any materials, parts, tooling or other property, the title to which remains with Buyer, assumes the risk of and shall be responsible for any loss or damage. Seller, under the provisions of this service order, but in any event upon completion thereof, shall return received payment or agreed-upon compensation to Buyer without malice or retaliation from the Seller or its employees.
INDEMNITY: Seller shall indemnify, hold harmless, and defend Buyer, its Affiliates and their respective officers, directors, agents, representatives, employees, subcontractors, customers, users of Seller’s goods and services from any and all claims (including, without limitation, claims by vendees of Buyer), liabilities, damages and expenses arising from or related to (i) the negligence (including strict liability), gross negligence or willful misconduct of Seller, its affiliates and their respective employees, contractors, subcontractors, vendors and agents (the “Seller Parties”), (ii) contamination of or adverse effect on the environment, (iii) violation of any law or regulation or (iv) alleged infringement of any patent, copyright or trademark or violation of any other intellectual property right of a third party. This indemnity shall apply without regard to whether the claim, damage, liability or expense is based on breach of contract, breach of warranty, negligence, strict liability, or other tort. This indemnity shall survive the delivery and acceptance of goods or services. In any interparty dispute, the prevailing party shall be entitled to reasonable legal costs and expenses, including attorneys’ fees.
INSURANCE: Seller shall maintain, at its sole cost, and shall require any subcontractors it may engage to maintain at all times while transacting business with Buyer and for two (2) years following acceptance of goods and services hereunder, the insurance coverage set forth below, with one or more insurance companies licensed to do business in the state where the work is performed:
(a) Workers’ Compensation Insurance as required by laws and regulations applicable to and covering any subcontractor’s employees performing in connection with Seller’s obligations hereunder at any Buyer location, and all employees of Seller engaged in Seller’s performance of its obligations hereunder. (b) Employers’ Liability Insurance protecting Seller against common law liability in the absence of statutory liability, for employee bodily injury arising out of the master-servant relationship with a limit of not less than $1,000,000. (c) Commercial General Liability Insurance including coverages for premises/operations, products/completed operations, bodily injury, property damage, independent contractors and coverage for insured contracts specifically in support of the contractual obligations of Seller including, without limitation, any indemnity obligations hereunder, with limits of liability of not less than $1,000,000 per occurrence and $2,000,000 in the annual aggregate and naming Buyer and its Affiliates as an additional insured. (d) Automobile Liability Insurance including non-owned and hired vehicle coverage with limits of liability of not less than $1,000,000 per occurrence combined single limit and naming Buyer and its Affiliates as an additional insured.
PATENTS AND TRADEMARKS: Seller warrants that all goods and services supplied under this service order shall not infringe on any third party’s patent, copyright, trade secret, trade name, trademark or service mark, or other proprietary rights.
CONFIDENTIALITY: Seller shall keep confidential all information designated as confidential by Buyer or reasonable known to be confidential, including, but not limited to, designs, processes, drawings, specifications, reports, data and other technical or proprietary information and the features of all parts, equipment, tools, gauges, patterns and other items furnished or disclosed to the Seller by Buyer in connection with this service order (“Buyer’s Confidential Information”). Seller shall not disclose such information to any third party without the written consent of Buyer and shall not use Buyer’s Confidential Information except as contemplated in this service order. Upon completion or termination of this service order, Seller shall return or destroy all Buyer’s Confidential Information to Buyer or make such other disposition thereof as may be directed and approved by Buyer and shall certify to such return or destruction.
COMPLIANCE: Seller warrants that all goods and services supplied under this service order shall comply with all applicable federal, state, and local laws, rules, regulations, and ordinances at the time of delivery or performance. For the on-site performance of services, if applicable, Seller shall adhere to all safety, health or other administrative requirements, rules, regulations or procedure of Buyer and its facilities where services are performed. Seller and any subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a), 60-741.5(a) and 29 CFR Part 471, Appendix A to Subpart 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. Seller shall comply with and shall cause its employees, agents, and subcontractors to comply with Buyer’s “Supplier Code of Conduct”. Any breach of the “Supplier Code of Conduct” may result in immediate termination of the service order by Buyer without liability for such termination upon prior written notice Seller.
TERMINATION: Buyer may terminate all or any portion of this service order at any time by giving a 30-day notice to Seller. In the event of termination without cause, Buyer’s liability shall be the lesser of (a) a reasonable price for work in progress, or (b) the contract price per finished unit, after giving effect to any discount Buyer would otherwise be entitled to. In the event of termination without cause of any separate services specifically ordered, liability shall be the lesser of: (a) a reasonable price for properly performed services rendered before termination; or (b) the contract price for the services. If any time-based rate for services is specified in this service order, such rate shall be used in determining a reasonable price. THE FOREGOING STATES BUYER’S ENTIRE LIABILITY FOR TERMINATION. Additionally, Buyer may, by notice to Seller, terminate in whole or in part this service order in the event of suspension of Seller’s business, insolvency of Seller, institution of bankruptcy, reorganization, or liquidation proceedings by or against Seller, the appointment of a trustee or receiver for Seller’s property or business, any assignments by Seller for the benefit of creditors or a breach that is not cured after notice detailing such breach. The rights and remedies of Buyer provided in this Termination clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this service order.
SUBCONTRACTING AND ASSIGNMENT: The price quoted by Seller includes the price of any goods or services obtained from any subcontractor or supplier to Seller unless otherwise agreed in advance by Buyer. Seller shall remain fully responsible for all work performed by such third parties and shall indemnify and hold Buyer harmless for any payment required to be made to any such parties.
MINORITY/WOMEN/VETERAN-OWNED FIRMS: Buyer and Seller shall support the utilization of qualified minority-owned, women-owned and service-disabled veteran-owned business enterprises (“M/W/VBEs”). PUBLICITY: Except as may be required by law or governmental rules or the requirements of any exchange on which securities of Seller or an affiliate of Seller are traded, Seller shall not, without the prior written consent of Buyer, which may be granted or withheld at Buyer’s sole discretion: (a) use Buyer’s name, brand, trademarks or any descriptions of Buyer and/or its industry that would allow a third party to identify Buyer (“Buyer’s Brand”), in advertising or promotional material, publicity releases or for any other commercial purpose; (b) in any manner advertise, publish or disclose the fact that Buyer has placed this service order with Seller; or (c) disclose the subject matter or terms and conditions of this service order. Seller shall comply with the restrictions accompanying Buyer’s consent, including but not limited to scope and term limitations. Unless otherwise specified by Buyer in writing, Buyer consents shall be deemed to be indefinite and will expire immediately after termination of this service agreement. All uses, including but not limited to re-publication of advertising or promotional material, duplicate or follow-up press releases or like publications shall each require an updated consent, duly executed by the Buyer. In no case shall Seller or an affiliate of Seller use Buyer’s Brand or information about Buyer’s industry, equipment or operations in a manner that disparages Buyer.
THIRD-PARTY BENEFICIARIES: Seller acknowledges that Buyer’s ultimate parent and its subsidiaries are third-party beneficiaries (“Affiliates”) of these terms and conditions. Affiliates shall have the right to exercise all of the rights of Buyer under these terms and conditions. References in the service order to Buyer shall be deemed to include Affiliates as the context requires.
MISCELLANEOUS: Section headings are for convenience only and shall have no legal or interpretive effect. This service order shall be governed by and construed under the laws of the State of Indiana, without regard to its conflicts-of-law rules. In the event any dispute arises under this service order that exceeds $100,000 that cannot be resolved by informal negotiation, the parties agree to participate in mediation as a condition precedent to pursuing litigation. The mediation shall be conducted by a licensed, qualified mediator within the state of Indiana. Nothing herein shall be construed as creating an exclusive relationship between Buyer and Seller regarding the goods or services. Buyer reserves the right to engage other persons or entities to provide goods and services similar to those provided hereunder. Buyer shall have the right to audit the books and records of Seller relevant to this service order, at Seller’s place of business or by electronic delivery, until two (2) years after delivery of goods and/or performance of services. Any notices required hereunder shall be given in writing to the addresses set out in the service order and shall be deemed effective on the same day any such written notice is personally served, or on the third (3rd) day after such notice is deposited in the United States mail or with a nationally recognized overnight delivery service.