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Terms and conditions vendors

1.    DEFINITION OF ORDER
As used herein, the term Order means each purchase order issued by WECO for the supply of goods and services and shall include the latest version of WECO’s Standard Terms and Conditions for the Purchase of Goods and Services (see Section 26 below) as well as all technical requirements and specifications, drawings, designs and other provisions attached to, incorporated into or otherwise made a part of such purchase order.

2.    ACCEPTANCE
The Purchase Order (the “Order”) is WECO's offer to purchase and is not binding on WECO until accepted by Seller without changes. By accepting the Order, Seller agrees to all terms and conditions contained herein, to the exclusion of any other terms and conditions affecting the purchase and sale of the goods and services (the “Goods”) described therein. Seller shall be deemed to have accepted the Order upon the first of the following to occur: (a) Seller signs the acknowledgment copy of the Order without changes and returns the signed copy to WECO; (b) Seller notifies WECO that Seller intends to commence performance of the Order; or (c) Seller commences performance of the Order. The Order shall expire unless accepted by Seller within 5 days of issue. WECO may cancel the Order without any liability or cost to WECO at any time prior to acceptance.

3.    CHANGES
Notwithstanding Section 2, WECO may, at any time by written notice, change the quantities, design (including drawings, materials, and specifications), processing, method of packing and shipping and the time and place of delivery of the Goods. If any changes affect costs or timing, WECO shall adjust the purchase price and delivery schedules equitably. Seller shall not make any changes without WECO’s written approval.

4.    INVOICING
Seller shall send its original invoice and bill of lading to the “SHIP TO” address set forth on the Order. Seller’s invoice shall show the Order number and shall separately list the items invoiced, quantities, unit prices, and taxes. The purchase price shall include all charges and expenses in connection with the delivery of the Goods and the performance of Seller’s obligations hereunder. Applicable sales and goods and services taxes shall be indicated separately on Seller's invoices.

5.    CANCELLATION:
WECO may cancel the Order, in whole or in part, at any time, by a written notice to Seller. Seller shall, upon written request by WECO, transfer title and deliver to WECO such work in process or completed Goods as may be requested by WECO. WECO shall have no liability to Seller beyond payment of any balance owing for Goods delivered to and accepted by WECO prior to Seller's receipt of the notice of cancellation and for the reasonable cost of any work in process or completed Goods requested by and delivered to WECO.

6.    SHIPPING INSTRUCTIONS
Shipment and delivery shall be strictly in accordance with the schedule, quantities, and other requirements set forth in the Order. Delays in shipment, including the reasons therefore, shall be reported immediately by Seller to WECO. Freight charges due to delays caused by the Seller shall be at the Seller’s expense.

A packing list must accompany each shipment and each box in the shipment must be labeled, so as to provide information in accordance with WECO's current packing identification standards, including but not limited to: description of the Goods, quantity, purchase order number, purchase order line number, WECO part number. In the case of international shipments, packing list must specify Harmonized Tariff Code and labels must disclose the “Country of Manufacture”. WECO's count shall be accepted as final on all shipments not accompanied by a packing list.

At WECO's option, damaged Goods shall be charged to Seller or the damaged Goods will be returned at Seller's expense for replacement.

UNDER REVIEW FOR SHIPPING TERMS Freight and express charges must be collect on all FOB Point of Origin shipments unless otherwise specified in writing by WECO. When shipment is FOB destination, title, and risk of loss and damage shall remain with Seller until delivery to WECO's place of business and WECO shall not be required to serve any claims against any carrier.

Shipments must be made only as per WECO's written release instructions and WECO reserves the right to return, at Seller's expense and risk, all Goods not released according thereto or Goods over-shipped.

7.    TOOLS-SPECIAL PROVISIONS
All tools, tool designs & drawings (whether in hard copy or in machine readable form), equipment and material related thereto of every description furnished to Seller by WECO or manufactured by Seller for WECO at the request of WECO (the “WECO Tools”) shall be and remain the property of WECO. The WECO Tools shall be plainly marked by Seller as “Property of WECO ELECTRICAL CONNECTORS Inc.”. The WECO Tools, while in Seller's custody or control, shall be held at Seller's risk, shall be kept insured by Seller at Seller's expense in an amount equal to the replacement cost with loss payable to WECO. Proof of such insurance shall be provided by Seller to WECO upon WECO’s written request. If Seller refuses to comply with the above insurance requirements and provisions, WECO may contract insurance for the WECO Tools and charge the cost of same to Seller. The WECO Tools may be removed by WECO at any time at WECO's written request, in which event Seller shall promptly prepare the WECO Tools for shipment (including, without limitation, a delivery ticket or packing slip indicating the returned WECO Tools). Seller shall deliver the returned WECO Tools to WECO in the same condition as originally received by Seller, reasonable wear and tear excepted. Should Seller fail to deliver the WECO Tools as provided for above, WECO’s authorized representatives shall have the right to enter Seller's premises during normal business hours to take possession of the WECO Tools.

8.    PRICE AND PAYMENT:
Payment of the specified purchase price shall constitute full compensation for the Goods and satisfactory performance of all of WECO's obligations under the Order. Payment is due 45 days (unless otherwise specified in writing by WECO) after the date on which WECO receives the invoice or the date on which delivery of the full quantity of the Goods ordered by WECO is completed, whichever is later. Payment may be due earlier than 45 days if an early payment discount is negotiated between the parties. Any cash discount or net payment calculations will be made from the date WECO receives the Goods or a correct invoice therefor, whichever is later, to the date WECO's check is mailed or payment is otherwise tendered. Seller shall promptly repay to WECO any amounts paid in excess of the amount due.

9.    INFRINGEMENT
Seller agrees to indemnify and hold harmless WECO and its affiliates, successors, assigns and customers from all claims, demands, liabilities, losses, costs, fees, expenses, damages and injuries of any kind or nature arising from any actual or claimed infringement of any patent, trademark, trade name or copyright with respect to Goods or arising from any actual or alleged misappropriation or wrongful use of any trade secret or confidential information involving the Goods, except to the extent that such infringement or misappropriation arises solely from Seller's compliance with WECO's specifications.
10.    CONFIDENTIALITY
Seller shall keep confidential and shall not disclose to any person outside its employ (other than permitted subcontractors or suppliers as provided for below), or use for purposes other than performance of the Order, any information or property relating to this Order including but not limited to designs, drawings, specifications or any other proprietary information that is a part of the Order or is provided by WECO in connection with the Order. Upon WECO's request, or in any event, upon the completion or cancellation of the Order, Seller shall return to WECO all information or property delivered to Seller or generated by Seller pursuant to the performance of the Order. Seller shall ensure that its subcontractors and suppliers who participate in the fulfillment of the Order are bound by confidentiality obligations similar in scope to those contained herein.

11.    RIGHT OF ACCESS
WECO and those customers who are specified by WECO shall have the right to enter Seller's premises during normal business hours to view the WECO Tools and the documentation and processes pertaining to the Goods and to confirm their condition and compliance with WECO's specifications.

12.    INSPECTION:
The Goods are subject to inspection and acceptance by WECO after delivery. Defective Goods or Goods not in accordance with WECO's specifications may be held for Seller's instructions and at Seller's risk and expense, and, if Seller so directs, will be returned at Seller's risk and expense. Should Seller fail to give instructions after a reasonable period of time, WECO may dispose of the defective Goods as it sees fit and shall not be accountable therefor. No Goods returned as defective shall be replaced by Seller unless specified by WECO. Payment for Goods prior to inspection shall not constitute an acceptance thereof nor will acceptance alleviate Seller's responsibility for any defects or noncompliance with the Order.

13.    REJECTION
WECO may reject, refuse acceptance of or revoke acceptance of any Goods or any tender thereof which do not strictly comply with the requirements of the Order. If Seller fails, refuses or indicates its inability or unwillingness to correct the noncompliance, WECO may, in addition to any and all other available rights and remedies: (a) retain any or all such Goods for repair, replacement or other correction by WECO or others; (b) retain any or all such Goods without correction; or (c) return any or all such Goods with or without direction for correction by Seller. In addition to any other available rights and remedies, WECO may recover from Seller, by price reduction, credit, setoff, compensation, reimbursement or otherwise, any damages, costs and expenses incurred by WECO due to the rejection of Goods.

14.    NOTICE OF PROBLEMS
Seller shall inform WECO immediately if problems are encountered with raw materials, tools, jigs, fixtures or other items furnished by WECO.

15.    WARRANTY
Seller warrants (a) that all Goods are free from defects in design, material and workmanship; (b) that Seller has good and marketable title to the Goods and that ownership of the Goods will be conveyed to WECO free and clear of any liens, encumbrances or rights of third parties; (c) that the Goods conform to the applicable specifications, designs, drawings, samples or other descriptions furnished by Seller or specified by WECO and to all other requirements of the Order; (d) that all Goods are of merchantable quality and are fit for the purposes for which they are intended; (e) all materials, supplies, parts, components and equipment incorporated in the Goods are new and suitable for their intended purposes; and (f) that the Goods do not infringe Canadian or foreign patents or violate other intellectual property rights. These warranties shall survive any inspection, delivery, acceptance, payment, expiration or cancellation of the Order and such warranties shall benefit WECO and its successors, assigns and customers.

16.    REMEDIES; SET-OFF
WECO's rights and remedies provided in the Order shall be cumulative and shall be in addition to any other rights or remedies provided in law or equity. If WECO defaults under the terms of the Order, Seller's exclusive remedy shall be recovery of the unpaid Goods from WECO. If any provision of the Order is or becomes void or unenforceable by law, the remainder shall be valid and enforceable. All claims for monies due or to become due from WECO shall be subject to deduction by WECO for any setoff or counterclaim arising out of this or any other transaction between WECO and Seller.

17.    WAIVER
The failure of either party to enforce at any time any provision of the Order shall not be construed to be a waiver of such provision or the right thereafter to enforce such provision. No prior waiver or course of dealing shall affect the right of either party to require strict performance by the other with the terms of the Order.

18.    TITLES AND HEADINGS
The section headings contained in herein are solely for convenience of reference, are not part of the Order and shall not be used in construing the Order or in any way affect the meaning or interpretation of the Order.

19.    COMPLIANCE WITH LAW
Seller warrants that it is and shall continue to be in compliance with the provisions of all applicable foreign, federal, state and local laws, regulations, rules and ordinances applicable to the transactions governed by the Order. Upon request from WECO, Seller shall furnish WECO with a certificate to that effect. Seller will hold harmless and indemnify WECO against any loss or damages, including attorneys' fees and costs, resulting from Seller's violation of the provisions of any laws, regulations, rules and ordinances referred to in this section.

20.    ASSIGNMENT
Seller shall not sell, transfer or assign this Order or its rights therein without the prior written consent of WECO. No assignment, delegation or subcontracting by Seller, with or without WECO's consent, shall relieve Seller of any of its obligations under the Order.

21.    COMPLETE AGREEMENT
Subject to Section 3 above, the Order contains the complete and final agreement between WECO and the Seller and supersedes any and all prior agreements and understandings between WECO and Seller regarding the Goods. In case of any contradiction between the Order and any documentation used by Seller regarding the Order, these Standard Terms and Conditions of Purchase shall prevail. Subject to Section 3 above, no modifications shall be made to the Order unless made in writing and signed by authorized representatives of WECO and Seller. WECO shall not be bound by, and specifically objects to any term, condition or other provision which is different from or in addition to the provisions of the Order, whether or not it would materially alter the Order.

22.    UPDATES
WECO may periodically update or revise its Standard Terms and Conditions for the Purchase of Goods and Services by WECO. The version posted on WECO’s website whose URL address is; www.weco.ca/en/vendors.php on the day of acceptance of the Order shall govern. It is incumbent upon the Seller to verify WECO’s website for the latest version.

23.    GOVERNING LAW
The Order shall be governed in all respects by laws of the Province of Quebec and the laws of Canada applicable therein.

WECO Electrical Connectors Inc.
18050 Trans-Canada Highway, Kirkland, QC Canada H9J 4A1
Tel.: 1.514.694.9136 fax.: 1.514.694.0956
Toll free.: 1.800.724.2928 (US and CAnada only)