Standard Purchase Order Terms
This policy pertains to all related MERGE entities to include but not limited to Partners & Simons Inc. and HY Connect Inc.
MERGE follows the industry standard of sequential liability, meaning the agency shall be solely liable for payment of all invoices if the agency has been paid for those invoices by the client. Prior to payment to the agency, the client shall be solely liable.
COPYRIGHT AGREEMENT AND ASSIGNMENT
All copyrightable works made by Seller in the past or future at Buyer's request shall be considered works made for hire; otherwise, Seller hereby assigns worldwide copyright for all such copyrightable works to Buyer. Seller further agrees to assign title and to deliver possession of all material objects embodying the work and work product pertaining thereto, and to execute all documents necessary to accomplish all these purposes.
By shipping the above material or by acknowledging receipt of this Order, or by performing the above services, Seller agrees to the terms and conditions of sale set forth above and on the reverse side hereof. Any different or additional terms in Seller's acceptance of this offer are hereby rejected, unless they are described in the Buyer's Acceptance Copy and accepted in writing by Buyer's authorized agent signing the Buyer's Acceptance Copy.
BUYER'S ACCEPTANCE COPY
We acknowledge receipt of and accept this Order subject to all specifications, terms and conditions thereof. SEE CONDITIONS OF THIS ORDER FOLLOWING.
TERMS AND CONDITIONS
1. By shipping the material or by performing the services specified in this Order, Seller agrees to the terms and conditions of sale set forth in this Purchase Order (the "Order").
2. INVOICING. In accepting this Order the Seller hereby agrees that the only invoice having any force and effect with relation to the work covered by this Order shall be the invoice attached hereto. Such invoice shall be presented to Buyer not later than 30 days following Buyer's acceptance of the work. ALL INVOICES SHOULD BE EMAILED TO AP.CHI@MERGEWORLD.COM.
3. CONFIDENTIALITY. In accepting this Order the Seller specifically agrees that he will not show, or cause or permit to be shown, any sample of the work covered by this Order prior to public release without obtaining in advance of such showing written permission from Buyer and the client represented by Buyer. The Seller further agrees that any subcontractors and freelance personnel in his temporary employ shall also be bound by these
4. PACKING AND CARTAGE CHARGES. No charge for packing or cartage will be recognized unless authorized in this Order.
5. QUALITY AND INSPECTION. All materials furnished must be as specified and will be subject to inspection and approval of Buyer upon receipt. Such portion of any shipment which is defective or fails to comply with specifications may be rejected by Buyer without invalidating the remainder of the Order. Rejected materials will be held for disposition at expense and risk of Seller.
6. QUANTITY. The quantity ordered must not be changed without Buyer's written authorization.
7. NON-PERFORMANCE. Buyer reserves the right to cancel this Order in whole or in part if it is not filled in accordance with the terms and conditions specified herein, and to charge Seller for any loss thereby incurred in particular, without limitation. Buyer reserves the right to cancel this Order in whole or in part if delivery is not made when and as specified, time being of the essence, and to charge Seller for any loss thereby incurred.
8. EARLY TERMINATION. Buyer may terminate the Order immediately in the event Seller (i) becomes insolvent; (ii) is unable to pay its obligations as they mature; (iii) becomes subject to a bankruptcy filing, liquidation or dissolution proceedings; (iv) ceases or is ordered to temporarily or permanently cease to do business; or (v) loses its license to do business.
9. FORCE MAJEURE. Neither Seller nor Buyer will be liable to the other party for any failure, inability or delay in performing hereunder if such failure, inability or delay is caused by an act of God, war, strike, fire or other cause beyond the reasonable control of the party so failing; but due diligence will be used in curing such cause and resuming performance; provided, however, if such delay extends for more than thirty (30) days, Buyer shall have a right to cancel all or part of the Order.
10. PATENT INDEMNITY. Seller agrees to defend in the Buyer's behalf any litigation and to indemnify and save Buyer harmless of and from any and all damages, costs and expenses in any manner arising out of any patent infringement claim relating to materials furnished pursuant to this Order.
11. WARRANTY. Seller expressly warrants that the materials furnished pursuant to this Order will conform to specifications and will be of good material and workmanship and free from defects, and Seller further warrants that the materials will be merchantable and fit and sufficient for the purpose for which they are intended.
12. MODIFICATIONS. No modifications of these terms and conditions will be binding upon Buyer unless expressly assented to by Buyer in writing prior to shipment.
13. TRANSFER OF TITLE. The Seller hereby transfers all right, title and ownership to the material or services specified in this Order, conditioned only upon receipt of the agreed upon price. Seller further warrants that he has good and merchantable title, free and clear of all liens or encumbrances, and authorized the Buyer to use the materials or services for any purpose in the conduct of his business.
14. COMPLIANCE WITH APPLICABLE LAWS. Seller represents that the material or services furnished pursuant to this Order were produced or furnished in compliance with the requirements of Section 12(a) and other applicable provisions of the Fair Labor Standard Acts of 1938, as amended, and all other applicable federal, state and local laws, rules and ordinances, and agrees, upon request, to furnish Buyer a certificate to such effect in such form as Buyer may from time to time require.
15. ASSIGNMENT. Seller shall not assign this Order or any interest therein or any moneys payable thereunder without Buyer's written consent.
16. REMEDIES. No remedy herein provided shall be deemed exclusive of any other remedy allowed by law.
17. COMPLETE AGREEMENT. This Order and all terms, conditions and agreements herein constitute the full understanding of the parties hereto, a complete and exclusive statement of the terms of the Order, and supersede any prior agreements, negotiations, proposals, quotations or understanding between the parties. No agreement purporting to modify or vary the terms of this Order shall be valid unless made in writing and signed by both parties, and no modification shall be effected by the acknowledgment or acceptance of this Order, or of invoices, shipping documents or other forms of documents containing terms or conditions varying from or in addition to those set forth herein, except as may be otherwise provided in this Order. All paragraph headings are for convenience only and have no substantive effect.
18. GOVERNING LAW. This Order shall be governed by, and any contract resulting from this Order shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware. If any provision, or any application thereof under certain circumstances is held invalid, the remainder of the contract or the application of such provision under other circumstances shall not be affected thereby.
19. ARBITRATION. In the event of any dispute or difference arising out of or relating to this Order or the breach thereof, the parties hereto shall use their best endeavors to settle such disputes or differences amicably in good faith negotiations, keeping in mind their mutual interests, in order to reach a just and equitable solution satisfactory to both parties. If the parties fail to resolve their disputes as provided for above, the parties hereto shall submit such disputes to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any arbitration shall be held in Chicago, Illinois and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
UNLESS OTHERWISE STATED, THIS ORDER IS PLACED FOR "CLIENT" NAMED BY MERGE AS AGENT ONLY.