采购订单 Standard Terms and Conditions
如在本命令日期, a master or other agreement between Seller and Buyer is in effect ("Master Agreement"), this Order and shall be governed by and is subject to the terms of that Master Agreement, and in the event of any inconsistency between this Order and the Master Agreement, the terms of the Master Agreement shall supersede any inconsistent terms in this Order. No modifications or changes to these terms and conditions will be binding upon Buyer unless made 以书面形式, and signed by Buyer's authorized representative. Notice is hereby given that any additional or different term proposed by Seller is objected to and hereby rejected.
The agreement arising pursuant to this Order shall be governed by the laws of the State of New York without reference to its choice of law provisions.
This Order is subject to the following conditions: (1) Based upon the approval of the required samples, if applicable; and (2) the work ordered must be in final and acceptable form and that all corrections and improvements are satisfactorily made and delivered on time.
Seller will indemnify and hold harmless Buyer from and against any and all claims, 对买方的要求和行动, its subsidiaries and affiliates and their respective customers, for infringement or alleged infringement of any intellectual property, personal or other right of any third party by the Materials or services furnished under this order, 或其任何部分或用途. If Seller includes in 的材料 covered by this Order any content owned by third parties, for which permission is required for use in, 和/或出版, 的材料, Seller will obtain all such permissions at Seller's expense.
If the price is not stated on this Order or included in the Master Agreement or corresponding Statement of Work, Seller agrees to invoice at lowest prevailing market price.
如果适用的话, Seller shall obtain from Buyer written approval of all off-specifications work. Materials are subject to Buyer's inspection and approval within a reasonable time after delivery. 如果不符合规格, or Seller is otherwise unable to produce the deliverables and/or perform the services outlined in this Order, according to specifications and to Buyer's satisfaction, in addition to other remedies available to Buyer, 并由买方决定, material may be returned at Seller's expense and risk for all damages 偶然的 to the rejection, or Buyer may accept the work and reduce the entire payment due under this Order subject to negotiation. 付款 shall not constitute an acceptance of the material nor impair Buyer's right to inspect or any of its remedies.
The specific quantity ordered must be delivered in full and not be changed without Buyer's written consent.
In addition to any other rights available to Buyer, 买方可以终止订单, 全部地或部分地, for its convenience by notice to Seller at any time prior to shipment by Seller.
Shipment or delivery of goods or items in acceptable form must be made within the time stated on this Order, failing which Buyer reserves the right to cancel all or any part of this Order, 对卖方无义务. If the products covered by this Order are imported from other countries, 卖方将负责所有法律, administrative and regulatory requirements associated therewith and the payment of any applicable dues, 税收和费用.
Seller agrees to pay any taxes imposed by law upon or on account of the material ordered or services provided hereunder unless otherwise agreed.
Routing – As indicated on the face of this Order, F.O.B.- Unless otherwise specified, ship collect, F.O.B. origin; Prepaid 运输 (when specified) – Charges must be supported by a paid freight bill or equivalent; 车age, 溢价运输, Insurance- No charge allowed unless authorized by Buyer; Consolidation-Unless otherwise instructed, consolidate all daily shipments to one destination on one bill of lading.
Seller agrees at all times to comply with all applicable Federal, 州和地方法律, 规则和条例. 在法律规定的范围内, the terms of all applicable laws and regulations are incorporated into this Order, 包括以下, all of which have the same force and effect as if they were stated in their full text:
Equal Employment Opportunity – The provisions of Executive Order 11246 (as amended) on Equal Employment Opportunity and the Rules and 注册ulations thereto and incorporated by reference and Seller represents that he will comply, 除非豁免.
The Buyer shall abide by the requirements of 41 CFR 60–1.4(a), 60–300.5 (a)和60 - 741.5(a), as shall the Seller to the extent required by law. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, 宗教, 性, 性取向, 性别认同或民族出身. 此外, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, 宗教, 性, 性取向, 性别认同, 国家的起源, 残疾或退伍军人身份.
Employment and Procurement programs – the following provisions are incorporated as they apply to performing work under government procurement contracts or otherwise apply to work or services performed under this Order: Utilization of Labor Surplus Area concerns (if in excess of $10,000)(玻璃钢1 - 1.806-3(a)); Labor Surplus Area Subcontracting Program (if in excess of $500,000)(FPR 1-1-805-3(b)); Affirmative Action for Handicapped Workers (if $2,500或以上)(41 CFR60-941.4); Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (if $10,000或以上)(41.CFR 60 - 250.4); Utilization of Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged Individuals (if in excess of $10,000)(46弗雷德. 注册. 31028; Utilization of Women-Owned Business Concerns (if in excess of $10,000) (46 Fed. 注册. 31033; Women-Owned Business Concerns Subcontracting Program (if in excess of $500,000) (46 Fed. 注册. 31033).
Notice of Employee Rights - McGraw-Hill is in compliance with Title 29 CFR 471, 附录A, 部分一个.
Seller warrants that in the performance of this Order Seller has complied with all of the provisions of the Federal Fair Labor Standards Act as amended and any other applicable comparable state or local laws and any applicable requirements under any laws relating to Workman's Compensation and Disability Benefits Programs. If Seller does not have required Workmen's Compensation or Employer's Disability Insurance, Seller agrees to indemnify Buyer against all damages sustained by Buyer resulting from Seller's failure to maintain such insurance.
If this Order requires the performance of labor on Buyer's premises the Seller agrees to indemnify and protect Buyer against all liabilities, claims or 需求s for injuries or damages to person or property arising from the performance of this Order.
In addition to compliance with all specifications concerning this Order, Seller expressly warrants that 的材料 and articles covered by this Order shall be free from defects in material and/or workmanship, 并应是可销售的. Such warranty shall survive delivery and acceptance.
If this Order is for the creation of content for Buyer or any provision of services, Seller grants and assigns to Buyer all intellectual property rights to the work performed or content developed hereunder, 除非另有说明. 如果适用的话, any materials created hereunder by the Seller for the Buyer are work made for hire, 除非另有说明, provided that if any of such work created for Buyer may not, 通过法律运作, 成为一件为雇佣而制作的作品, Seller hereby assigns to Buyer all ownership rights, 包括, 但不限于, copyright to such work unless otherwise expressly agreed 以书面形式 between Buyer and Seller.
If this Order is for the creation of content for Buyer, the Seller warrants that 的材料 delivered hereunder will contain no material from other copyrighted works without the written permission of the owner of such copyrighted material. The Seller will obtain at Seller's sole expense and bear all cost for such permission and deliver them 以书面形式 to Buyer on or before delivery of 的材料. The Seller warrants that the work does not and will not infringe upon any copyright, 侵犯任何专有权利, 或包含任何诽谤, 有害的或非法的事情. 在索赔的情况下, 需求 or suit against the Buyer by reason of any violation of proprietary right or copyright, 或者因为任何诽谤, unlawful or otherwise injurious material, contained in 的材料 delivered under this Order, the Buyer may take any action it deems appropriate for the resolution of such dispute, 除非有这样的声明, 需求, or suit has been favorably settled or withdrawn, the Buyer may withhold any sums due the Seller under this Order.
除非另有书面约定, the payment terms of this Order are net 60 days after the later of receipt of Seller's valid invoice or receipt by Buyer of acceptable products, 材料或服务. All invoices against this Order need to be received by Buyer no later than thirty (30) days after the products, materials and/or services covered by this Order have been finalized or delivered. Failure to submit billing during this time period or failure to notify Buyer, 以书面形式, 任何限制, may reduce the amount paid by Buyer towards 的材料 and/or services covered by this Order. Buyer will be released from any obligation to pay Seller any amounts set forth in any invoices under this Order received by Buyer later than ninety (90) days after 的材料 and/or services covered by this Order have been finalized or delivered.
在当地法律允许的范围内, in no event will Buyer be liable for any lost revenues, 失去了利润, 偶然的, 间接, 重要的, 特别赔偿或惩罚性赔偿.