SUPPLIER
INFORMATION
UNIWELD'S PURCHASE ORDER TERMS & CONDITIONS
1. Buyer and Vendor Defined. For purposes of this Contract, all
references to Uniweld Products, Inc. shall mean Uniweld Products, Inc. as
buyer. All references to Vendor shall mean the recipient of this Contract named
herein. All references to Goods shall mean the items of merchandise described
herein.
2. Conditions of Contract. The Conditions of Contract set forth herein
contain the standard terms and conditions applicable to all purchases by Uniweld
Products, Inc.. The Conditions of Contract shall apply to and control, and
shall be deemed to be incorporated in, all contracts relating to the purchase
of goods from Vendor by Uniweld Products, Inc., including but not limited to
any and all purchase orders issued to Vendor by Uniweld Products, Inc.. Your
acceptance of orders from and shipment of goods to Uniweld Products, Inc. are
subject to all of the terms and conditions of these Conditions of Contract.
Uniweld Products, Inc. may update and may change the terms and conditions of
the Conditions of Contract from time to time by giving Vendor access to
up-to-date Terms and Conditions on our Web Site at www.uniweld.com/potc.htm. A
copy may also be mailed or faxed if requested. These Conditions of Contract
constitute a binding agreement between Uniweld Products, Inc. and Vendor (the
"Contract").
3. Shipment of Goods. Unless otherwise expressly specified, the
price to be paid for the goods to be furnished hereunder, includes the cost of
deliveries F.O.B. carrier's equipment at the designated point of delivery. TIME
IS OF THE ESSENCE OF THIS CONTRACT. GOODS MUST BE SHIPPED WITHIN DATES
SPECIFIED, NOT BEFORE OR AFTER. Immediately upon shipment you are to notify
Uniweld Products, Inc. advising complete shipping and routing information. A
copy of the packing list and bill of lading must be faxed (954.587.0109) or
emailed to Uniweld Products, Inc. (shipmentofgoods@uniweld.com). If Uniweld Products, Inc. specifies
a specific carrier and vendor does not use that carrier, vendor will be subject
to billing for excess cost. If Uniweld Products, Inc. is responsible for the
freight expense and a carrier is specified on the purchase order, supplier must
use that carrier. If supplier does not use the specified carrier, supplier will
be subject to chargeback for any difference in the freight cost. All paperwork
must clearly show our purchase order number. Duplicate shipments may be
returned at the supplier's expense. If freight is charged to Uniweld Products,
Inc.'s account, our PO# must be referenced on all shipping documents. In the
event Goods cannot be shipped within dates specified, Vendor shall notify
Uniweld Products, Inc. of the deviation, including the order number and
department number for the affected Goods. Vendor's failure to ship Goods within
dates specified shall constitute a default. In the event of late shipment, or
shipment after the order has been canceled, Uniweld Products, Inc. may, in its
sole and absolute discretion, (a) cancel all or a portion of the order prior to
shipment, (b) reject and return all or a portion of the Goods to Vendor, at
Vendor's expense, or (c) accept and pay for all or a portion of the Goods
received (based on the unit price of the Goods ordered). In the event of early
shipment, Uniweld Products, Inc. may, at its option, (a) reject and return all
or a portion of the Goods to Vendor, at Vendor's expense, to be held by Vendor
for Uniweld Products, Inc. until dates specified, or (b) accept and pay for all
or a portion of the Goods received (based on the unit price of the Goods
ordered). It is understood and agreed that Uniweld Products, Inc. may reject
Goods that are not shipped within dates specified, without cancellation of
later shipments. It is understood and agreed that, for purposes of this
section, each shipment of Goods is to be considered separately, and Uniweld
Products, Inc.'s right to reject a late shipment shall not be affected by
acceptance of prior late shipments from Vendor. It is further understood and
agreed that Vendor will be liable for any loss caused as a result of failure to
ship within dates specified, including, without limitation, costs incurred by
Uniweld Products, Inc. in obtaining the Goods elsewhere.
4. Excusable Delays. Vendor will not be liable for damages or
delays in delivery due to causes beyond its reasonable control and not
occasioned by its negligence or fault.
5. Acceptance, Validity, Terms. Vendor's commencement of work on the
Goods or shipment of the Goods, whichever occurs first, shall constitute an
acceptance of the offer contained in this Contract. Acceptance of this Contract
is limited to acceptance of the terms specified herein, and/or any attachments,
instructions or requirements previously furnished to Vendor by Uniweld
Products, Inc. (collectively, the "Terms"), which are expressly
incorporated herein by this reference. Any proposal for additional or different
terms, or any attempt by Vendor to vary any of the Terms in Vendor's
acceptance, invoice, other document or activity, is hereby objected to and
rejected. If this Contract shall for any reason be deemed an acceptance of a
prior offer by Vendor, such acceptance is limited to the express Terms. This
Contract and the Terms constitute the entire agreement between the parties and
may not be modified except by a separate written agreement signed by an
authorized agent or officer of Uniweld Products, Inc.. Uniweld Products, Inc.
reserves the right to, from time to time, amend the Contract and Terms with
respect to future orders with advance written or electronic notice to Vendor.
Such amendment shall not affect any order issued prior to the notice of
amendment.
6. Penalties, Handling Charges. Goods shipped before or after
dates specified, and/or Goods that are shipped in violation of the Terms, will
be subject to penalties, deviation and/or handling charges as set forth in the
Terms. Penalties, deviation charges, handling charges and other costs payable
by Vendor will, in Uniweld Products, Inc.'s sole and absolute discretion, be
paid in cash, credited against other goods on order, deducted from outstanding
Vendor invoices or set off against Vendor's account.
7. Cancellation
a. For Cause. Without prejudice to any other rights or remedies
which Uniweld Products, Inc. might have, Uniweld Products, Inc. may cancel any
order under this Contract, in whole or in part, in the event of any breach of
this Contract by Vendor, including without limitation (a) any defect in
workmanship or quality of the Goods (including all related packaging, labeling
and printed matter), (b) any breach of Vendor's warranties, (c) any delay in
delivery or departure from delivery, routing, hanging, ticketing, labeling or
packaging instructions, (d) any deviation from or variation in quantities,
assortments, prices, or other Terms or conditions specified in this Contract,
(e) if the Goods become the subject of any claim of infringement or other claim
or enforcement action by any third party, (f) insolvency, bankruptcy,
reorganization, arrangement, receivership or liquidation by or against Vendor,
or (g) if Vendor makes an assignment for the benefit of creditors or ceases to
carry on business in the ordinary and normal course. In the event of
cancellation for cause, Uniweld Products, Inc. shall not be liable to Vendor
for any amount, and Vendor shall be liable to Uniweld Products, Inc. for any
damages sustained by reason of the default which gave rise to the cancellation.
Vendor hereby waives the right to cure improper tender which might otherwise be
available under law.
b. For Convenience. Uniweld Products, Inc. may cancel any order
under this Contract, in whole or in part, for its sole convenience, at any time
prior to shipment of the Goods. In the event of such cancellation Vendor shall
immediately stop all work hereunder and shall immediately cause any and all of
its suppliers or subcontractors to cease such work. Uniweld Products, Inc.'s
liability to Vendor shall be limited to the unit price of Goods completed prior
to such cancellation, plus the actual amount of Vendor's costs reasonably
incurred in contemplation of performance of the canceled portion, less any
amount saved by Vendor as a result of such cancellation and any amounts which
could have reasonably been mitigated by Vendor, including, without limitation,
work done after the receipt of the notice of cancellation, costs incurred by
Vendor's suppliers or subcontractors which Vendor could reasonably have
avoided, and amounts realized by Vendor from sale of the Goods to third
parties.
c. Disposal of Canceled Goods. In the event of cancellation for
any reason, Vendor shall, prior to disposing of Goods, remove all of Uniweld
Products, Inc.'s proprietary marks and identifying tickets, labeling and
packaging. Vendor shall not dispose of such Goods in Uniweld Products, Inc.'s
trade area or to Uniweld Products, Inc.'s direct competitors.
d. Payment. Uniweld will pay from purchase order and receipt
quantity only. Except as provided in the Terms to the contrary, any payment
terms shall be deemed to run (without loss of discount) from the later of the
date of the invoice, the date of receipt of the invoice, or the date of receipt
of the Goods by Uniweld Products, Inc. at the specified location(s). Invoices
dated or received, or Goods received, on or after the 25th day of any month
will be considered as dated or received the 1st day of the following month and
the payment terms extended accordingly. Prices set forth in this Contract are
complete and include, unless otherwise specifically provided in this Contract,
shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing
and crating. No additional charges of any type shall be added without Uniweld
Products, Inc.'s express written consent.
e. Taxes. No Federal, State or Local taxes on the goods or
services furnished hereunder or on the sale, purchase, transportation, use or
possession thereof shall be included in any invoice rendered Uniweld Products,
Inc. unless specifically itemized. If Uniweld Products, Inc. furnishes Vendor
an exemption certificate, or any other similar proof of exception, with respect
to any Federal, State or Local tax included in said invoice, the prices shall
be adjusted to eliminate such tax.
8. Discounts. Uniweld Products, Inc. uses Receipt of Goods Date
as the Invoice Date. Prompt payment discounts will be taken based on this
invoice date.
9. Warranties.
a. The representations, warranties and guaranties specified herein are
in addition to all
other express representations, warranties and guaranties and shall run to the
benefit of and
shall create direct rights of enforcement and remedy in Uniweld Products, Inc..
The representations, warranties and guaranties of Vendor hereunder shall not be
affected or limited in any way by Uniweld Products, Inc.'s extension of express
or implied representations, warranties or guaranties to its customers, except
to the extent that any such representations, warranties or guaranties expressly
extend beyond the scope of the Vendor's express or implied representations,
warranties and guaranties, to Uniweld Products, Inc.. None of the remedies
available to Uniweld Products, Inc. for the breach of any of the Vendor's
representations, warranties and guaranties may be limited except to the extent
and in the manner agreed upon by Uniweld Products, Inc. in a separate agreement
specifically designating such limitation and signed by Uniweld Products, Inc.'s
attorney and by an authorized representative of Uniweld Products, Inc..
b. Compliance. Vendor represents, warrants and guaranties that
the Goods (including all related packaging, labeling and printed matter), and
the manufacture, sale, safety and transportation of the Goods, and all
representations, warranties and advertising made by Vendor, or authorized by
Vendor to be made, in connection with the Goods, shall be in accordance with,
comply with, and where required be registered under, all applicable laws,
regulations, standards, codes, orders and ordinances of the United States and
all states and other subdivision thereof, including, without limitation: the
Tariff Act of 1930; the Fair Packaging and Labeling Act;; the Federal Trade
Commission Act; the Magnuson-Moss Warranty Act; the Consumer Product Safety
Act; the Federal Hazardous Substances Act; and the Fair Labor Standards Act of
1938.
c. Merchantability, Fitness, Conformance. Vendor represents,
warrants and guaranties that the Goods (including all related packaging,
labeling and printed matter) are (i) merchantable, (ii) of good quality and
workmanship, (iii) free from defects, latent or patent, in material, design and
workmanship, for a period of at least twelve (12) months after being placed in
operation but not to exceed eighteen (18) months from date of delivery of the
goods or completion of the work, unless otherwise stated, and Vendor shall not
be obligated to make repairs or replacements which become necessary by reason
of ordinary wear and tear.(iv) fit, sufficient and safe for their intended
purpose and for the particular purpose for which purchased, if Vendor knows or
reasonably should know of such purpose, (v) in compliance in all respects with
all specifications, performance standards, drawings, samples or descriptions,
furnished, specified or adopted by
Uniweld Products, Inc. or incorporated herein by reference, (vi) in conformity
with Vendor samples, if any, and (vii) free of any claim of any third party.
d. Proprietary Rights. Vendor warrants that the Goods do not infringe
upon or violate any patent, design, trade name, trademark, copyright, trade
dress, right of privacy or other similar proprietary or property right of any
third party.
e. Benefits and Allowances. Vendor warrants that (i) all prices,
benefits and allowances collected by or granted by Vendor in connection with
the Goods are consistently made available by Vendor, on a proportionately equal
basis, to all persons who are, or may reasonably be expected to be, in
competition with Uniweld Products, Inc. for the resale thereof, (ii) prices,
benefits or allowances for the Goods are not less favorable than those prices,
benefits or allowances currently extended to any other customers for the same
or similar goods in similar quantities, and (iii) in the event Vendor reduces
its prices for the Goods or similar goods during the term of this Contract,
Vendor agrees to reduce the prices of the Goods correspondingly. In the event
of such a price reduction, price reductions may, in Uniweld Products, Inc.'s
sole and absolute discretion, be deducted from outstanding Vendor invoices or
set off against Vendor's account for any Goods on hand or in transit at the
time of the reduction. Uniweld Products, Inc. shall not be obligated to take a
credit against future purchases at the time of the reduction.
f. Country of Origin. Vendor warrants that the Goods are
manufactured in the country of origin stated on the commercial documents
required for United States Customs entry. In the event Uniweld Products, Inc.
believes Goods to be in violation of transshipment regulations, Uniweld
Products, Inc. may cancel any order under this Contract, in whole or in part,
and return the Goods to Vendor, for a full refund of the purchase price
(including all handling, transportation, shipping, and other costs incurred by
Uniweld Products, Inc. in connection therewith). In addition, Vendor shall be
liable for any penalties and/or fines resulting from breach of transshipment
regulations, to the extent permitted by law, together with any costs, including
attorney's fees incurred by Uniweld Products, Inc. in defending against or
responding to such charges.
10. Inspection. All goods and work in process may be subject to
source, site and final inspection and tests, or all of them by Uniweld
Products, Inc.. If inspection and tests, whether preliminary or final, are made
on Vendor's premises, Vendor shall furnish, without additional charge, all
reasonable facilities and assistance for safe and convenient inspection and
tests required by Uniweld Products, Inc. and/or Uniweld Products, Inc.'s
customer, as the case may be. Inspection by Uniweld Products, Inc. or failure
to inspect by Uniweld Products, Inc. shall not relieve Vendor of any
responsibility or liability with respect to such goods or work nor be interpreted
in any way to imply acceptance by Uniweld Products, Inc..
Drawings. All Drawings and/or specifications for approval or when
submitted certified shall be identified with Uniweld Products, Inc.'s purchase
order number and forwarded to the relevant buyer. Upon completion of work by
Vendor under this Order, Vendor shall promptly return to Uniweld Products, Inc.
all drawings, specifications and other data and shall make no further use,
either directly or indirectly, thereof or of any information derived there
from, without Uniweld Products, Inc.'s written consent, except in connection
with the performance of this order.
13. No Variances. No variances, regardless of industry standards,
with respect to quality, quantity, size, capacity, volume, content or other
standard measure of the Goods (including all related packaging, labeling and
printed matter) are allowed. Vendor shall assume responsibility for and
indemnify, defend, and hold harmless Uniweld Products, Inc. against any fines,
costs or expenses, including attorney fees, (a) imposed by any federal, state
or local governmental body, or other third party, for variances in the Goods
shipped hereunder, and/or (b) incurred by Uniweld Products, Inc. as a result of
the variances.
14. Defense, Indemnification. Vendor shall defend with counsel
selected by Uniweld Products, Inc., indemnify and hold harmless Uniweld
Products, Inc., its parent, affiliates, officers, directors, agents and
employees, from and against any and all liability, claims, suits, actions, losses
and expenses, including costs and attorney fees, relating to or arising out of
any claim or demand of any kind or nature, which any Uniweld Products, Inc. or
user of the Goods, or any other person (including without limitation employees
or agents of Vendor), whether in privacy to Uniweld Products, Inc. or not, may
make against Uniweld Products, Inc., based upon or arising out of, or alleged
to be based upon or arising out of, the manufacture, importation,
transportation, delivery, ticketing, labeling, packaging, placement, promotion
or advertisement, offering for sale or use, or sale or use of the Goods, or
Vendor's performance of, or failure to perform in accordance with, the terms of
this Contract, whether based on claim of breach of express or implied warranty,
workers' compensation, or any other legal theory of liability, or if brought as
a class action or not. Vendor shall also defend, indemnify and hold harmless
Uniweld Products, Inc., its parent, affiliates, officers, directors, agents and
employees, from and against any and all liability, claims, suits, actions,
losses and expenses, including costs and attorney fees, relating to or arising
by virtue of any such claim or any patent, design, trade name, trademark,
copyright, trade dress, right of privacy or other similar action, suit or
proceeding now existing or hereafter commenced with respect to any or all of
the Goods, whether or not Uniweld Products, Inc. furnishes specifications. It
is the intent of the parties hereto that all indemnity, defense, and hold
harmless obligations be without limit and without regard to the negligence of
any party or parties, whether such negligence be sole, joint or concurrent,
active or passive.
15. Remedies, Limitation.
a. In no instance will Uniweld Products, Inc. be liable to Vendor in
excess of the actual Contract cost, less applicable discounts and/or other
deductions, and no interest or other charges shall be payable by Uniweld
Products, Inc. upon this Contract, or any resulting invoice, whether claimed by
reason of late payment or otherwise.
b. Each of Uniweld Products, Inc.'s rights and remedies specified in
this Contract shall be cumulative and shall be in addition to any other or
further remedies provided in law or equity, including, without limitation,
remedies under the Uniform Commercial Code. In addition to such other remedies,
it is specifically agreed that Uniweld Products, Inc. may, in its sole and
absolute discretion, cancel any order under this Contract and return, at
Vendor's expense, any Goods which do not comply in any respect with the Terms
of this Contract. In such event, Vendor shall (i) refund the full Contract
price of the Goods, if then paid, (ii) pay to Uniweld Products, Inc. a return
handling charge of 5% of the invoice total, and (iii) reimburse Uniweld
Products, Inc. for any and all costs or expenses, including attorneys' fees,
suffered by Uniweld Products, Inc. in connection with any breach by Vendor of
its obligations hereunder. At Uniweld Products, Inc.'s election, such payments
will be in cash, as a credit against other goods on order, as a deduction
against outstanding invoices, or set off against Vendor's account. Uniweld
Products, Inc. shall not be obligated to take a credit against future
purchases.
c. Uniweld Products, Inc. reserves the right, in its sole and absolute
discretion, to return any Goods to Vendor, at Vendor's expense, and for full
credit, and cancel any order under this Contract, where a claim is made
(whether founded or unfounded) that the purchase, display or sale of the Goods
by Uniweld Products, Inc. violates any legal requirement relating to the
manufacture, sale, labeling, safety or transportation of goods, or infringes
any alleged patent, design, trade name, trademark, copyright, trade dress,
right to privacy, or other similar proprietary or property right. Without
limiting any other rights or remedies which may be available to Uniweld
Products, Inc. with respect to such Goods, such Goods shall be considered to be
non-complying and Uniweld Products, Inc. shall be entitled to recover from
Vendor for such non-compliance as provided in section 12.b. above. In the event
Uniweld Products, Inc. is precluded from returning the Goods by act of any
government agency or regulatory authority, Uniweld Products, Inc. shall nevertheless
be entitled to recover from Vendor for such non-compliance all amounts as
provided in section 12.b. above.
d. In the event Vendor fails to authorize the return of Goods rejected
or canceled by Uniweld Products, Inc. under the Terms of this Contract within
twenty (20) days after notice of such rejection or cancellation, Uniweld
Products, Inc. may, in its sole and absolute discretion, without affecting its
right to recover the costs related to such rejected or canceled Goods, and
without further notice to Vendor, donate such Goods to any tax exempt charity
on behalf of Vendor.
e. Without limiting any of its other remedies, if Uniweld Products, Inc.
has good cause at any time to believe that any Goods contain defects or hazards
which could create a substantial risk of injury to any person or property,
Vendor shall, upon Uniweld Products, Inc.'s request, and at Vendor's expense,
use its best efforts to locate, identify and recall such Goods whether in the
possession of Uniweld Products, Inc. or Uniweld Products, Inc.'s customers.
Vendor, upon recalling such items, shall repair or replace them, or refund to
Uniweld Products, Inc. their full retail price.
16. Confidentiality. Vendor shall not, without first obtaining
Uniweld Products, Inc.'s written consent, use the name or logo of Uniweld
Products, Inc., its parent or affiliates, or any trade name thereof, disclose
the fact that Uniweld Products, Inc. has ordered the Goods, and except as
required for Vendor's performance, disclose any of the details associated with
this Contract, the business practices or operations of Uniweld Products, Inc.,
or Vendor's relationship with Uniweld Products, Inc. to any third party.
Unless otherwise agreed in writing, no commercial or technical
information disclosed or
supplied by Vendor to Uniweld Products, Inc. shall be deemed secret or
confidential and Vendor shall have no rights against Uniweld Products, Inc.
with respect thereto.
17. Assignment. This Contract and any right or obligation or
performance hereunder may not be assigned or delegated by Vendor, except as
described by this section, without prior written consent of Uniweld Products,
Inc., and any such attempt at assignment or delegation shall be void and
ineffective for all purposes. No invoices may be rendered by other than the
named Vendor without Uniweld Products, Inc.'s written permission.
Notwithstanding the foregoing, Uniweld Products, Inc. will allow Vendor, upon
not less than 10 days prior written notice to Uniweld Products, Inc., to assign
to not more than one person or entity, the right of Vendor to receive 600 of
the payments hereunder. Any change in such assignee shall require at least 10
days prior written notice to Uniweld Products, Inc. and shall not affect any
payments made prior to receipt of such notice. Any such assignment shall not
relieve Vendor of any of its obligations under this Contract and shall not
affect any of Uniweld Products, Inc.'s rights hereunder, including its right of
offset. Any assignment in violation of this provision shall be void and
unenforceable as against Uniweld Products, Inc.. Notice of assignment of
payments under this Contract must be sent to the following address, or such
substitute address as Uniweld Products, Inc. may, from time to time, designate
in writing:
David Pearl II
Uniweld Products, Inc.
2850 Ravenswood Road
Fort Lauderdale, FL 33312-4994
Any notice must identify the rights assigned. Uniweld Products, Inc.
reserves the right to require reasonable proof that the assignment has been
made. If such proof is not timely furnished, Uniweld Products, Inc. may pay the
Vendor. Any such assignee shall take assignment of payment subject to any and
all claims and rights of set off Uniweld Products, Inc. has against Vendor.
18. Changes to Contract. Uniweld Products, Inc. reserves the
right at any time to make changes to the Contract and Terms, including, without
limitation, to the method of shipment, packaging, hanging, ticketing, labeling
or packing, the time, place and manner of delivery, the specifications, or the quantity
of Goods. If any such change shall cause an increase or decrease in the cost or
time required for performance of this Contract, Vendor shall immediately advise
Uniweld Products, Inc. of any such increase or decrease, and an equitable
adjustment shall be made to the Contract price and/or delivery schedule. Any
claim by Vendor for such adjustment must be approved by Uniweld Products, Inc.
in writing before Vendor proceeds with such change. Price increases shall not
be binding on Uniweld Products, Inc. unless evidenced by a Contract revision
duly signed by Uniweld Products, Inc.. Vendor shall make no changes to this
Contract except through a separate written agreement signed by an authorized
agent or officer of Uniweld Products, Inc..
19. Insurance. Vendor agrees to obtain and maintain the following
insurance coverage, at Vendor's sole cost and expense. Vendor shall obtain such
insurance prior to shipping any Goods. The insurance obligations of Vendor
herein shall survive the termination of any order under this Contract. Proof of
such insurance shall be promptly submitted to Uniweld Products, Inc..
a. Commercial general liability insurance, including products
liability/completed operations, with a minimum combined single limit of
$1,000,000.00 for bodily injury, and property damage per occurrence, and
$2,000,000.00 general and products liability aggregate.
b. Automobile liability insurance, including coverage for owned, hired
and non-owned automobiles, with a minimum combined single limit of
$1,000,000.00 each accident for bodily injury and property damage.
c. Worker's compensation insurance, as required by any applicable law or
regulation.
d. Employer's liability insurance in the amount of $1,000,000.00 each
accident for bodily injury, $1,000,000.00 each employee for bodily injury by
disease. Such policies shall (i) provide that Uniweld Products, Inc. is named
as an additional insured with respect to
All operations performed by or on behalf of Vendor (except for Worker's
Compensation);
(ii) be obtained from an insurance company or companies licensed to do business
in the
United States and admitted in the state in which this Contract is entered into,
with an A.M.
Best rating of A:X or better; (iii) provide for coverage for contractual
indemnification
obligations; (iv) contain broad form vendor's endorsement; and (v) provide that
the policy
shall not be terminated or materially changed without at least thirty (30) days
prior written
notice to all insureds; it being understood that if such insurance is terminated
or materially
changed, then Vendor shall immediately stop all work until the required
insurance is
reinstated or replacement insurance is obtained (applies to service vendors
only, Vendor to
be liable for any costs related to such delay). Vendor shall provide to Uniweld
Products, Inc. a certificate of insurance and evidence of renewals. The
purchase of insurance and furnishing of such certificates shall not limit
Vendor's obligations hereunder or in any way modify Vendor's agreements to
indemnify Uniweld Products, Inc. as set forth hereunder.
Vendor further agrees to insure, at its sole cost and expense, for their
full and true retail
value, any Goods which by the Terms of this Contract are to be stored at other
than Uniweld Products, Inc.'s warehouse.
20. Invalidity/Non-Waiver/Course of Dealing. The invalidity in
whole or in part of any Terms of this Contract shall not affect the validity of
other Terms. No failure on the part of Uniweld Products, Inc. to exercise, and
no delay in exercising, any right hereunder will operate as a waiver thereof.
No express waiver shall operate beyond the express terms thereof nor waive the
same provision at any future date. Uniweld Products, Inc.'s right to require
strict observance of each of the Terms hereof shall not be affected by a waiver
of any other Terms or by any previous waiver, forbearance or course of dealing.
21. Applicable Law, Venue. This Contract and all rights and
duties hereunder shall be governed by, and construed in accordance with, the
laws of the State of Florida. Uniweld Products, Inc. and Vendor agree that any
suit or judicial proceeding regarding any controversies or disputes arising out
of or relating to this Contract or the interpretation or breach hereof shall be
venue either in the United States District Court for the Southern District of
Florida, Fort Lauderdale Division, or in another court of competent
jurisdiction located within the County of Broward, State of Florida. Vendor
submits to the jurisdiction of such courts, agrees that it will not bring any
suit or judicial proceeding in any forum other than such courts, and agrees not
to assert any objection that it may have to the venue or jurisdiction of such
courts.
a. Vendor represents that the goods to be furnished or the services to be
rendered hereunder have not been or will not be produced or performed and sold
in violation of any provisions of the Fair Labor Standards Act of 1938, the
Civil Rights Act of 1964 as amended by the Equal Employment Opportunity Act of
1972, the occupational Safety and Health Act of 1970, specific labeling laws,
or any other applicable Federal, State, and local law, rule or regulation and
shall give all stipulations required by such laws
22. Arbitration. Any controversies or disputes arising out of, or
relating to this Contract or the interpretation or breach hereof, shall, at
Uniweld Products, Inc.'s sole and absolute discretion, be settled by binding
arbitration by an arbitration service of Uniweld Products, Inc.'s choice, in
accordance with the laws of the State of Florida governing voluntary
arbitrations. The location of such arbitration shall be in Fort Lauderdale,
Florida. Discovery shall be permitted as provided by applicable state law or as
the parties may otherwise mutually agree. The parties may also mutually elect
to seek mediation as an alternative or precursor to arbitration. If this
Contract governs an international transaction, the applicable state law
regarding the arbitration of international disputes shall apply. The arbitrator
shall agree to conduct proceedings under the laws relating to arbitration cited
above, or such other rules to which the parties mutually agree.
23. Force Majeure. Uniweld Products, Inc. may delay delivery or acceptance
of any or all of the Goods, or cancel any order under this Contract, occasioned
by causes beyond its reasonable control, without an adjustment in the Contract
price.