- PURCHASE ORDER. Vendor’s acceptance of any Purchase Order (“Order”) from Symetra Life Insurance Company or any of its affiliates (hereinafter “Symetra”) is limited to the terms and conditions specified herein, and no deviations from them will be accepted. If there is a written agreement between Vendor and Symetra under which this Order is generated (“Contract”), the terms and conditions of the Contract will supersede the terms and conditions of this Order. Any alterations to the Order in any way will not be binding upon either party, nor will it be considered an amendment of any Contract. Commencement of performance pursuant to any Order constitutes acceptance of these terms and conditions. Vendor shall make no change in price, quantity, quality, deliver or other terms without Symetra’s written consent.
- INVOICES. Each invoice relating to this Order shall contain the Order number specified on the face of the Order and includes a detailed description of the goods and/or services (“Goods”) to which it relates (including item numbers, sizes, quantities, unit price and extended totals). Vendor shall not invoice any amounts in excess of those specified herein unless otherwise approved by Symetra. Shipping charges prepaid by Vendor shall be separately itemized on each invoice at actual cost, and a receipted freight bill shall be attached thereto. Payment of invoices is contingent upon Symetra’s acceptance of the Goods. Invoices are subject to adjustment for errors, shortages, defects in the Goods or Vendor’s failure to meet the requirements of this Order. No invoice shall be issued prior to the time Symetra receives the Goods. Subject to the foregoing, Symetra shall pay each invoice within thirty (30) days after Symetra receives the goods or a correct invoice, whichever is later.
- TAXES. Vendor shall pay all federal, state and local taxes and duties that arise out of the sale of Goods to Symetra, except for sales or use taxes that by law must be added to the price, which shall be separately itemed on all invoices.
- DELIVERIES. Deliveries of goods shall be strictly in accordance with (a) the quantities specified herein, without shortages or excess, (b) the schedules specified herein, neither ahead of nor behind schedule, and (c) the other requirements of this Order. No substitutions shall be accepted without Symetra’s prior written authorization. Vendor shall pay return shipping charges for unauthorized deliveries or pay for the proper disposal of excess quantities of substitute Goods. Vendor shall promptly notify Symetra orally, with written confirmation, of any anticipated or actual delay in making any delivery. At Symetra’s request, Vendor shall, at Vendor’s expense, avoid or minimize the delay to the maximum extent possible by appropriate methods, including, without limitation, by incurring expenditures for overtime and expedited shipment.
- PACKING, MARKING, AND SHIPMENT. All shipments of Goods shall be FOB destination point specified herein. Vendor shall obtain Symetra’s approval of carriers to be used. Goods shall be prepared for shipment in a manner that is (a) in accordance with good commercial practice, (b) acceptable to common carries for shipment, and (c) adequate to ensure the safe arrival of the Goods at the shipping destination. There shall be no additional charge for storage before shipment. A packing slip enclosed in a package marked “Packing Slip Inside”, shall accompany each shipment. The packing slip and other shipping documents shall bear the Order number and shipping destination. All electrical devices shall be shipped with operating instructions and a service manual including testing procedures and electrical schematics. Material Safety Data Sheets and labeling, if required by law, shall precede or accompany each shipment, and Vendor shall update them as required by law. Vendor shall reimburse Symetra for all expenses incurred by Symetra as a result of improper packing, marking or shipment.
- INSPECTION; ACCEPTANCE. Symetra shall have the right to inspect and test all Goods provided by Vendor to the extent practicable at all places and times, including during the period Goods are manufactured. If Symetra makes any inspection or test at Vendor’s premises, Vendor shall, without additional charge, provide reasonable facilities and assistance for the safety and convenience of Symetra’s inspectors. Notwithstanding any prior inspections, tests or payments made by Symetra, (a) all Goods provided by Vendor shall be subject to final inspection at Symetra’s facilities, and (b) Symetra shall not be deemed to have acceptance of Goods if Symetra notifies Vendor the Symetra has rejected them within a reasonable time after delivery.
- REJECTION. If any Goods are defective or not in conformity with the Order specifications, Symetra shall have the right to (a) reject such Goods or revoke acceptance, (b) correct such Goods at Vendor’s expense, (c) require Vendor to correct such goods at Vendor’s expense, (d) require Vendor to replace such Goods at Vendor’s expense or (e) cancel this Order or any outstanding delivery of Goods hereunder, without prejudice to Symetra’s rights to claim damages or to enforce any other remedy provided by law or in equity. Symetra may return nonconforming Goods at Vendor’s risk and expense, including the cost of transportation, handling and restocking.
- WARRANTIES. Vendor represents and warrants to Symetra that (a) all Goods provided by Vendor shall (i) be of good quality and free from defects in workmanship and materials, (ii) to the extent not manufactured pursuant to detailed designs furnished by Symetra, be free from all defects in design and fit for their intended purposes, (iii) conform to all drawings, specifications, samples and descriptions given by Vendor and (iv) be free of any claims, liens or encumbrances; (b) all Goods provided by Vendor shall comply with all applicable federal, state and local laws, including without limitation, the Occupational Safety and Health Act, the Toxic Substances Control Act, and the National Electric Code and the regulations thereunder; and (c) no Goods provided by Vendor shall infringe any copyright, trade secret, trademark, patent or other proprietary right.
All of Vendor’s warranties set forth in the Order shall survive any delivery, inspection, acceptance or payment by Symetra and shall be enforceable by Symetra.
- TITLE; RISK OF LOSS. Title to and risk of loss (including damage, destruction and theft of goods) shall pass to Symetra when the Goods are delivered to the destination point specified in the Order. After delivery, and prior to acceptance or rejection by Symetra, Symetra shall be responsible for the risk of loss. Vendor shall bear the risk of loss of properly rejected Goods from the time Symetra gives timely written notice of rejection.
- ASSIGNMENT. No Order may be assigned or transferred by Vendor without prior written consent of Symetra.
- TERMINATION. Symetra may terminate all or any part of the Order immediately upon written notice to Vendor, if (a) Vendor fails to perform the Order within the time specified therein or such longer period of time as Symetra may authorize in writing; (b) Vendor fails to comply with any other provisions of the Order and does not cure such failure within ten (10) calendar days after written notice from Symetra or such longer period of time as Symetra may authorize in writing; or (c) Vendor becomes insolvent or subject to proceedings under any law relating to bankruptcy, insolvency or the relief of debtors.
- REMEDIES. If Symetra terminates all or any part of the Order, or if Symetra rightfully rejects or revokes acceptance of Goods provided thereunder, Symetra may recover so much of the price as has been paid for Goods that have not been provided or have been rejected. Symetra’s rights and remedies under this paragraph are in addition to any other rights and remedies to which Symetra may be entitled at law or in equity.
- INDEMNIFICATION. Vendor shall indemnify Symetra against all expense and liability for any injury to person or property arising directly out of the goods provided by Vendor; and from any copyright, patent or other trade secret litigation or claim of infringement in connection with Goods purchased.
- SYMETRA’S DOCUMENTS AND PROPERTY. If Goods are to be produced by Vendor in accordance with designs, specifications, drawings or blueprints furnished by Symetra, or if Symetra pays for or furnishes to Vendor any supplies, tools or other property in connections with the performance of the Order, Vendor shall hold such documents and property in confidence and shall return such documents and property to Symetra in good condition at Symetra’s request or upon completing performance of such Order. Vendor shall not use such documents or property in the production of Goods for any third party or copy, exhibit or disclose such documents to any third party without Symetra’s prior written consent. All composition, artwork, negatives, dies, plates, and Goods made for Symetra or furnished by Symetra are or remain as its property, and a copy of the receipt for return of such Goods must accompany other invoice before payment is made.
- CONFIDENTIAL INFORMATION. Vendor will hold in strict confidence all information obtained from Symetra, including but not limited to information relating to Symetra’s business affairs and operations, timing, volume, or any other factor in Symetra’s purchasing decisions. Vendor may disclose or provide access to such information only to Vendor’s employees and only to the extent necessary to carry out the purposes for which Symetra disclosed the information to Vendor. Vendor will not disclose or provide access to any such information to any third party without Symetra’s written consent.
- COMPLIANCE WITH LAWS. Vendor shall, in performing the Order, comply with all applicable federal, state and local laws.
- APPLICIABLE LAW. The Order shall be governed by, subject to, and construed in accordance with the laws of the State of Washington, except for that jurisdiction’s or any other jurisdiction’s choice of law principles.
- PUBLICITY. Vendor, its employees, subcontractors, and agents, may not use the trademarks, logos, names, or other likenesses of Symetra, its parent, subsidiaries, and affiliated companies in advertising, marketing, press release or other communications except with the prior written permission of Symetra. No announcement concerning the awarding of any Order or contract shall be made by Vendor without the prior written approval of Symetra.
- DISPUTE RESOLUTION. The parties shall attempt in good faith to resolve any dispute arising out of the Order first by negotiation between executives who have authority to settle the controversy who are at a higher level of management than the persons with direct responsibility for administration of the Order. If the matter in dispute is not resolved through negotiation, the parties agree to then try in good faith to settle the dispute by mediation administered by the American Arbitration Association (“AAA”) under its commercial Mediation Rules, or other mutually acceptable mediation service.
Any and all disputes arising out of the Order that the parties are unable to resolve through negotiation or mediation shall be resolved by final and binding arbitration in Seattle, Washington, which shall be governed by the commercial Arbitration Rules of the AAA, except that the arbitrator shall determine the rights and obligations of the parties according to the substantive and procedural laws of Washington. The arbitration award may be enforced in either the state or federal courts sitting in Seattle, Washington. Neither party waives its rights, or timely performance of any obligations, existing under the Order.