TERMS AND CONDITIONS
Vendors
The following terms and conditions govern the attached purchase order placed by PURCHASOR and its subsidiaries (known as ARMOR PROTECTIVE PACKAGING) with a Vendor. This purchase order shall be deemed to have been accepted by the Vendor upon receipt of ARMOR PROTECTIVE PACKAGING of any writing, including a writing transmitted by means of electronic transmission, indicating acceptance, or by shipment of the products or any portion thereof or by performance by Vendor of the requested services. Acceptance of the terms of this purchase order is expressly limited to the terms and conditions set forth herein and notice of objection and refusal by ARMOR PROTECTIVE PACKAGING is hereby given to any different or additional terms provided by Vendor in any response to this purchase order or contained in Vendor’s invoice, bill of lading or any other Vendor document. By accepting a purchase order, Vendor Agrees to comply with all the following terms and conditions.
Warranty- ARMOR PROTECTIVE PACKAGING does not make and shall not be held liable for any express or implied warranty of merchantability or fitness for a particular purpose and disclaims all other warranties, express or implied. ARMOR PROTECTIVE PACKAGING will not be responsible or liable for any manufacturer’s defects or other defects of any kind. In no event shall liability of ARMOR PROTECTIVE PACKAGING be greater in amount than the purchase price of the product in respect of which damages are claimed, nor shall ARMOR PROTECTIVE PACKAGING be liable for incidental, consequential, special, indirect or punitive damages or loss of profits, even if it is advised of the possibility of such damages or loss.
Indemnification- Vendor agrees to indemnify and hold harmless ARMOR PROTECTIVE PACKAGING and its parent, subsidiaries, affiliates, officers, directors, employees and shareholders (the “Indemnified Parties”) from and against all claims, liability, loss, cost and expense (including injury or damage to person or property, reasonable attorney fees and expert witness fees) (“Claims”) incurred or sustained by an Indemnified Party or a third party as a result of : (i) any breach by Vendor of the representations, warranties or other terms and conditions set forth in this purchase order; (ii) any injury sustained by an employee of Vendor or one of its contractors or agents while on an Indemnified Party site; (iii) any act or omission by Vendor or its contractors or agents or any of their employees including, without limitation, in delivery of the product or services; (iv) an Claim by a third party that the products or the services of the Vendor infringe a patent, trademark, trade dress, trade secret or other intellectual property right of a third party; (v) any failure of the Vendor to timely deliver its products and/or timely perform its services; (vi) any seizure, detention or destruction of products by or as requested by a governmental authority; and (vii) any property damage and/or personal injury arising from the handling or use of the products. The Indemnified Parties shall have no responsibility for any Claim to be indemnified by Vendor unless such Claim results from the sole negligence of an Indemnified Party. The Indemnified Pary shall notify Vendor of the receipt of actual notice of any Claim. Vendor shall immediately assume control of the defense and all related settlement negotiations provided, however, that Vendor shall not agree to any settlement with a non-monetary obligation imposed upon an Indemnified Party without the written consent of the Indemnified Party to such non-monetary obligation. The Indemnified Parties will provide Vendor with the assistance reasonably necessary to perform the above defense; Vendor will promptly reimburse reasonable out-of-pocket expenses incurred by the Indemnified Parties in providing such assistance. The terms and provisions of this Paragraph shall survive the termination or expiration of the purchase order.
INSURANCE. Unless higher limits are required by an Order, Vendor shall provide ARMOR PROTECTIVE PACKAGING Vendor Management Department with documentation of the following insurance coverage which shall be in effect during the performance of the Purchase Order:
| Insurance Coverage | Insurance Limit(s) |
|
(a) General Liability Insurance including completed operations coverage, written on an Occurrence Basis, or comparable coverage naming ARMOR PROTECTIVE PACKAGING as an additional insured
(b) Automobile Liability
(c) Employers Liability |
$_5,000,000____ each occurrence $_5,000,000____ aggregate $_5,000,000____ products –comp/op aggregate $ 1,000,000 Combined Single Limit
$_1,000,000____ Each Accident $_1,000,000____ Disease-Each Employee $_1,000,000____ Disease-Policy Limit |
| (e) Umbrella/Excess Policies | Umbrella or Excess policies may be used to satisfy the minimum liability limits of policies set forth above, provided that they are “Follow-Form” policies |
| The foregoing required insurance coverage shall further provide that the insurance will not be cancelled until after 30 days’ notice to ARMOR PROTECTIVE PACKAGING. | Failure to maintain the required insurance coverage is grounds for immediate termination of this Agreement by ARMOR PROTECTIVE PACKAGING. |
All coverage identified above shall cover ARMOR PROTECTIVE PACKAGING as additional insured (except for Workers Compensation Coverage) and shall further cover any end-customer as an additional insured. All such insurance, including products-completed operations coverage, shall be primary and noncontributory to any insurance carried by ARMOR PROTECTIVE PACKAGING (and any ARMOR PROTECTIVE PACKAGING end customer). If the Vendor’s insurance coverage is broader, or limits are higher than required in this section, ARMOR PROTECTIVE PACKAGING will be entitled to such limits and coverages by the Vendors insurance, and the minimum limits set forth above shall not constitute the limits of coverage to which ARMOR PROTECTIVE PACKAGING is entitled. All coverages shall contain a waiver of subrogation in favor of ARMOR PROTECTIVE PACKAGING.
