Terms and Conditions
1. AGREEMENT TO DOCUMENTS AND ACCEPTANCE
These TAS Standard Purchase Terms sets forth the terms and conditions under which TAS will purchase Goods (as hereinafter defined) and/or Services (as hereinafter defined) from Seller. When TAS desires to purchase Goods and/or Services, TAS will submit a purchase order and possibly a detailed statement of work to Seller in writing. Each purchase order shall contain a detailed list of the goods, materials and equipment to be supplied by Seller (collectively the “Goods”), and/or the services to be provided by Seller (collectively the “Services”, and the Goods and Services shall collectively be referred to as the “Work”). The agreement for TAS to purchase Goods and/or Services from Seller shall consist of the following documents: (1) the statement of work describing the Work to be supplied by Seller, if applicable, (2) the purchase order listing the Work to be supplied by Seller, (3) any other attachments, exhibits, specifications or referenced documents, and (4) these TAS Standard Purchase Terms (collectively the “Agreement”). In the event of a conflict between the terms and conditions contained in any of the above referenced documents, precedence shall be given in the order stated herein. Reference in the Agreement to any offer, quotation and/or proposal by Seller shall in no way constitute a modification of any of the terms of this Agreement unless it is specifically agreed to in writing by TAS. ANY ATTEMPTED ACKNOWLEDGEMENT OF THE AGREEMENT BY SELLER CONTAINING TERMS INCONSISTENT WITH OR IN ADDITION TO THE TERMS OF THE AGREEMENT IS NOT BINDING UNLESS SPECIFICALLY ACCEPTED BY TAS IN WRITING.
1. The price for the Work set forth in this Agreement shall be in U.S. Dollars unless otherwise noted, and shall include all payroll and/or occupational taxes, any value added tax that is not recoverable by TAS and any other taxes, fees and/or duties applicable to the Goods and/or Services purchased under this Agreement; provided, however, than any value added tax that is recoverable by TAS, state and local sales, use, excise and/or privilege taxes, if applicable, will not be included in Seller’s price but will be separately identified on Seller’s invoice. If Seller is obligated by law to charge any value added and/or similar tax to TAS, Seller shall ensure that if such value added and/or similar tax is applicable, that it is invoiced to TAS in accordance with applicable rules so as to allow TAS to reclaim such value added and/or similar tax from the appropriate governmental authority.
2. Seller warrants that the price for each Good will not be higher than the lowest price then offered by Seller for similar products to any other customer of Seller at similar volumes. During the terms of this Agreement and for a period of two (2) years thereafter, TAS will have the right, upon reasonable prior written notice, to have an independent auditor audit Seller’s applicable books and records as necessary to verify seller’s compliance with the ongoing warranty. If an audit reveals that Seller has not complied with the foregoing warranty, then Seller will reimburse TAS for the audit and remedy the difference by issuing to TAS, at TAS’ option, either a credit or refund within thirty (30) calendar days of the date of TAS’ invoice to Seller.
3. DELIVERY OF GOODS AND LOGISTICS
All delivery designations shall be done per INCOTERMS 2020. Unless a separate delivery location is set forth in the Agreement, all Goods provided under this Agreement shall be delivered Free Carrier (“FCA”) to TAS’ facility at the address indicated on the purchase order, and Seller is responsible for the cost of transportation.
1. Packaging Seller shall package the Goods according to the highest commercial standard practices of the industry in order to prevent damage during shipment/delivery and Seller shall use only properly licensed and insurable carriers. For boxes weighting over 50lbs., the box shall be attached to a pallet by bolting or strap and then shrink wrapped. Parts are to be secure to prevent movement on the pallet and oversize items that do not fit in a box should be bolted directly on to the pallet. The pallet shall be of sufficient construction to handle parts shipped. The intent of packaging is to ensure parts can be shipped in a safe and secure method avoiding damage.
2. Marking Specifications: Shipping box(s) shall be marked with TAS PO number and individual parts shall be marked with TAS part number. TAS part numbers must also be listed on packing lists and invoices, unless parts are too small to mark individually in which case the box or bag shall be labeled with TAS part number and quantity.
3. Notification. Prior to the day of any shipment, Seller shall notify TAS of the details of the shipment, including quantities, descriptions, weights, dimensions, carrier and approximate arrival date of the shipment at the “ship to” destination. On the day of shipment, Seller shall provide TAS’ expeditor with sufficient information to permit tracing of the delivery. Seller shall provide a final packing list to TAS a minimum of two (2) week prior to shipment in an electronic format. It shall include TAS’ purchase order number and quantity for the equipment/material to be shipped. A final packing list detailing actual contents must be enclosed in each package. A Master Packing List must be attached by Seller to the outside of Box No.1 or Package No. 1 and must be enclosed in waterproof envelopes. No equipment or material shall be released for shipment unless the above requirements are met. If the unloading of Goods at the delivery location will require specialized equipment, Seller shall provide a minimum of forty-eight (48) hours advance written notice to TAS of the specialized equipment which will be required.
4. Delivery. Goods shall be delivered Monday through Thursday from 6:30 am to 3:30 pm and Friday from 6:30 am to 2:30 pm CST. Seller shall not deliver the Goods earlier than seven (7) days from the scheduled delivery date without TAS’ prior written approval. Prior to shipment by Seller, upon written request from TAS, Sellers agrees to store the Goods at no cost to TAS for up to fourteen (14) days.
4. PERFORMANCE OF WORK
The purchase order and/or the statement or work shall set forth the schedule of dates the Goods are required to be delivered and/or the Services are to be completed. It is the Seller’s responsibility to perform within this schedule, and Seller is aware TAS will be damaged if the Work and the other documents and/or deliverables of Seller in this Agreement are not performed strictly according to the schedule provided herein. TAS’ acceptance of the Work after the stipulated shipping, delivery or completion date(s) shall not waive TAS’ rights with respect to such late shipment, delivery or completion.
Any change to the Agreement must be in writing. Within ten (10) days from receipt of TAS’ request for a change, Seller shall prepare and submit to TAS a written estimate of the additional cost and/or time, if any, required to complete the change, together with an explanation of the basis for such estimate. TAS shall then inform Seller if TAS agrees with Seller’s estimate and whether Seller shall proceed with the change as estimated by Seller. Any claim by Seller for an adjustment to the amount paid by TAS or the time frame Seller has to provide the Work hereunder must be made to TAS in writing within four (4) days after the date Seller becomes aware of the basis for such claim. Failure to provide such notice shall be deemed to prejudice TAS and constitute a waiver of such claims by Seller.
Seller’s invoices shall identify the Work performed in the same way as they are described in the Agreement, and Seller’s invoice shall further reference TAS’ purchase order number and project number. All invoices must be accompanied by the packing slips signed by TAS evidencing the delivery of the Goods and/or Services. All invoices shall be sent to the Accounts Payable department at: TAS Energy Inc., 6110 Cullen Blvd., Houston, TX 77021 or email@example.com. Payment of invoices is contingent upon receipt by TAS of all documentation required by the Agreement, and the compliance with all terms and conditions of the Agreement. Invoices must cover only Work actually completed. Any additional duties, penalties or fines resulting from incorrect invoicing will be for the account of Seller. Unless otherwise stated upon the face of the purchase order, payment shall be due within forty-five (45) days after TAS’ receipt of all documentation, data, reports, and delivery of the Work. TAS may withhold funds due to Seller’s failure to remedy defective, deficient or non- conforming Work or TAS’s reasonable insecurity regarding Seller’s intention or ability to continue with the proper and timely performance of the Work.
7. PROPRIETARY INFORMATION, CONFIDENTIALITY AND ADVERTISING
All commercial, financial or technical information in any form that TAS provides to Seller shall be deemed proprietary and confidential, whether marked confidential or not, and Seller shall not disclose such information to third parties without TAS’ written consent. All confidential information disclosed by TAS shall remain the property of TAS and, upon TAS’ request, Seller shall return all confidential information to TAS along with any reproductions, in whole or in part. The confidentiality obligation does not apply to information that is in the public domain through no fault of Seller or to information lawfully within Seller’s possession prior to the date of the Agreement, as evidenced by Seller’s written records. Seller shall not advertise or publish that TAS has contracted to purchase the Work from Seller without TAS’ prior written consent.
1. For Goods. Seller warrants that the Goods (a) have no history of material failure or malfunction, (b) are furnished in strict accordance with the terms, specifications, drawings, designs, descriptions and/or other requirements of the Agreement; (c) are fit for the use intended; (d) are new and unrepaired, not used, rebuilt or made from refurbished material unless approved in writing by TAS in advance; (e) are free from defects in workmanship, materials and design, (f) conform with all applicable product standards; and, (g) have been manufactured, processed, delivered and/or sold in full compliance with all applicable laws, acts, rules, orders and regulations.
2. For Services. Seller warrants that Services and/or any deliverables will be (a) provided in strict accordance with the specifications, designs and other requirements (including performance specifications, if any) approved or adopted in this Agreement; (b) performed in a competent and professional manner in accordance with the generally accepted standards and practices of Seller’s industry; (c) free from all defects in design, workmanship and material and will be fit for the purpose for which they are purchased; and, (d) have been performed, provided, processed, delivered and/or sold in full compliance with all applicable laws, acts, rules, orders and regulations. The warranties set forth herein shall apply for ninety (90) days after completion.
3. Duration. The warranties set forth herein shall apply for twelve (12) months after first commercial use or eighteen (18) months from shipment, whichever is earlier, plus delays such as those due to nonconforming Goods (the “Warranty Period”). First commercial use means the date on which the equipment TAS has supplied its customer which incorporates the Goods has successfully passed all performance and operational tests required by TAS’ customer for commercial operation.
4. Remedies. If any of the Work is not in conformity with the warranties set forth in this section during the applicable Warranty Period, TAS may, at its sole discretion, (i) require Seller to inspect, remove, reinstall, ship and repair or replace/re-perform nonconforming Work with goods and/or services that conform to all requirements of this Agreement; (ii) take such actions as may be required to cure all defects and/or bring the Work into conformity with all requirements of this Agreement, in which event all related costs and expenses (including, but not limited to, material, labor and handling and any required other services) and other reasonable charges shall be for Seller’s account; and/or (iii) reject and return all or any portion of such Work. TAS shall notify Seller in writing (the “Warranty Notification”) of the defect and/or non-conforming Work. Within seven (7) days following Seller’s receipt of the Warranty Notification, Seller shall commence to diligently remedy the defect or non-conformance at Seller’s sole cost. In the event of repair or replacement of Goods, the above warranty shall apply to the repaired or replaced work for a period of twelve (12) months after such repair or replacement or until the expiration of the original warranty period, whichever is later. TAS and/or the ultimate owner of the Work shall have the right to enforce the foregoing warranties. Seller’s liability shall extend to and include all costs associated with the repair and/or replacement of the Work, damage to any proximate equipment as a result of any defects of the Goods or re-performance of the Services, and any shipping costs associated with repair and/or replacement. Any attempt by Seller to limit, disclaim or restrict any such warranties or any remedies of TAS, by acknowledgement or otherwise, in accepting or performing the Agreement, shall be null, void and ineffective without TAS’ prior written consent.
5. Epidemic Failure. If Seller becomes aware of an Epidemic Failure (as defined in Section 8(E)), Seller shall promptly, but in no event later than five (5) days, notify TAS in writing. Similarly, If TAS or the ultimate owner of the Goods (hereinafter “Owner”) becomes aware of an Epidemic Failure, TAS and/or the Owner will promptly notify Seller in writing. Upon either Seller’s receipt or submission of the referenced notice of an Epidemic Failure, Seller shall take the actions set forth in Section 8(F).
- “Epidemic Failure” exists if during the Epidemic Failure Period the same or a substantially similar failure occurs across the Installed Base which exceeds any of the following: (A) 3 percent of the Installed Base (but in no case less than three failures) within any one year period; (B) 2 percent of the Installed Base within any 90 day period; (C) 1 percent of the Installed Base within any 30 day period; or (D) the product causes a safety issue or poses a safety hazard.
- “Epidemic Failure Period” means the Warranty Period plus 10 years.
- “Installed Base” means the following (A) if Seller sells the same or a substantially similar product as the Goods to others, the Installed Base shall be the quantity of the same or substantially similar products (including the Goods) sold to all parties by Seller; or (B) if the Goods are unique to TAS’ application, the Installed Base shall be the quantity of a particular product sold to TAS.
7. Definitions. TAS or Owner will promptly notify Seller upon discovery of an Epidemic Failure and Seller will:
- give TAS or Owner an initial response within two (2) Business Days for Seller’s containment and preliminary plan for diagnosing the problem;
- exert all commercially reasonable efforts to diagnose the problem and plan a work-around or more permanent solution acceptable to TAS or Owner;
- apply its engineering change order procedure in appropriate circumstances for problems originating in the manufacturing process;
- prepare a work-around as an interim solution if one is needed and in consultation with TAS or Owner; and
- prepare a mutually agreeable recovery plan.
Seller represents that (i) any oral or written representation, warranty, course of dealing or trade usage not contained or referenced herein shall not be binding on TAS, (ii) the person signing the Agreement has the authority to bind Seller, (iii) the Work is (a) furnished in strict accordance with the terms, specifications, drawings, designs, descriptions and/or other requirements of the Agreement; (b) fit for the use intended; (c) is new and unrepaired, not used, rebuilt or made from refurbished material unless approved in writing by TAS in advance; (d) are free from defects in workmanship, materials and design, (d) conforms with all applicable product standards; and, (e) has been manufactured, processed, delivered and/or sold in full compliance with all applicable laws, acts, rules, orders and regulations.
INDEMNIFICATION: SELLER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS TAS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES OR DAMAGES (INCLUDING ATTORNEYS’ FEES AND COSTS OF LITIGATION) OF ANY KIND OR CHARACTER, ARISING OUT OF OR IN CONNECTION WITH (I) BREACH OF ANY OF SELLER’S REPRESENTATIONS AND WARRANTIES CONTAINED IN THE AGREEMENT; (II) LOSS, DESTRUCTION OR DAMAGE TO PROPERTY; AND (II) BODILY INJURY, SICKNESS, DISEASE OR DEATH.
11. PATENT, TRADEMARKS AND COPYRIGHTS
Seller warrants that TAS’ use or sale of the Goods, or its use or sale of products provided in connection with the Work, shall not infringe on any patent, trademark, copyright or other intellectual property right or interest. Seller shall hold harmless, defend and indemnify TAS of any claim for, or cost damage or expense incurred or resulting from, any such infringement. In the case where use of said Goods is enjoined, Seller shall, at its own expense and at the election of TAS, remedy any infringement by correction, replacing with non-infringing goods or securing approval to use, at Seller’s sole cost, or remove said Goods and refund the purchase price, the transportation and installation costs associated therewith and any costs associated with removal of the infringing Goods.
12. FORCE MAJEURE
A force majeure delay shall mean any delay or other unforeseeable causes beyond the reasonable control of the party affected; provided that any such delay is not caused, in whole or in part, by the acts or omissions of the party so delayed and further provided that such party is unable to make up for such delay with reasonable diligence and speed. If any such cause delays Seller’s performance, the delivery date or time for completion may be extended by a period of time reasonably necessary to overcome the effect of such delay; however, Seller shall take all reasonable measures to mitigate the effects of the force majeure event and to minimize such delay. A party affected by a force majeure event shall notify the other party of such force majeure event within forty-eight (48) hours of its knowledge of such event for the event to be considered a bona fide force majeure event.
13. TERMINATION FOR CONVENIENCE
TAS reserves the right to terminate the Agreement, or any part thereof, for TAS’ sole convenience. In the event of such termination, TAS will pay Seller the value of Work provided to TAS, plus reasonable documented costs of Seller resulting directly from termination. Upon payment of such amounts, title to the Work and all materials related thereto shall vest with TAS and Seller shall have no further recourse against TAS for the termination of this Agreement. In no event will Seller be entitled to recover anticipated profit or overhead on Work not performed, or any other indirect or consequential expenses or damages.
14. TERMINATION FOR CAUSE
TAS may terminate the Agreement, or any part thereof, for cause including, but not limited to the following: (a) any default or breach of any of the terms and conditions of the Agreement by Seller, (b) Seller’s failure to ship or deliver any or all of the Work at the stipulated time, (c) Seller furnishing defective Work or Work that does not conform to the terms of the Agreement, (d) Seller’s failure to provide TAS, upon request, a reasonable assurance of future performance, or (e) Seller filing for bankruptcy, dissolution, or the suspension of payments by judicial decree, if Seller does not cure such failure within a period of five (5) days or such longer period as TAS may authorize in writing after the date such notice is sent to Seller. In the event of termination for cause and in addition to any other rights or remedies TAS may have by law or in equity, TAS shall have the option to purchase the Work from a third party or remove the Goods related thereto from Seller’s premises and complete the Work by any means; in which case Seller shall be liable to TAS for any costs, expenses and damages sustained by TAS in connection therewith.
TAS’ failure to exercise or enforce any right in the Agreement, or any other right or privilege under law, or TAS’ waiver of any breach by Seller shall not constitute a waiver or modification of any terms, conditions, privileges or rights whether of the same or similar type, unless TAS gives such waiver in writing.
Seller will furnish, upon TAS’ request, waivers by Seller of any lien rights in connection with the performance of this Agreement and will indemnify TAS against all costs, loss or liability incurred by TAS as a result of any failure by Seller to comply with this provision. Upon payment by TAS, Seller waives and relinquishes all existing and future liens and claims (statutory or otherwise) for the Work and warrants that the Work will be free and clear of all liens, claims or encumbrances of any kind.
17. APPLICABLE LAW AND VENUE
This Agreement shall in all respects be governed and interpreted in accordance with the substantive law of the state of Texas, excluding its conflicts of law provisions. Any dispute arising under or related to this Agreement, including any question regarding its existence, validity, or termination, shall be resolved by a court of competent jurisdiction in Harris County, Texas, and each party hereby irrevocably and unconditionally submits to such exclusive jurisdiction and venue. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, including but not limited to actions to obtain an injunction and/or to defend against claims made by the other party, the prevailing party shall be entitled to reasonable attorneys’ fees and costs in addition to any other relief to which the party may be entitled. THE PARTIES TO THIS AGREEMENT HEREBY WAIVE, RELINQUISH AND FOREVER FOREGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT. The parties exclude application of the United Nations Convention on Contracts for the International Sale of Goods
18. ASSIGNMENT, SUBCONTRACTING AND SUBSTITUTIONS
All services, materials, manufacturing, fabrication or assembly relating to the Work shall be Seller’s own. Seller shall not substitute materials or services or assign or subcontract the Agreement in whole or in part (including Seller’s right to receive payment), without TAS’ prior written consent.
19. OWNERSHIP OF DOCUMENTS/INTELLECTUAL PROPERTY
Title to all drawings, specifications, calculations, technical data and other documents that Seller submits in accordance with the Agreement shall vest with TAS and TAS shall have the right to use such materials for any purpose. In connection with (a) Goods which are not otherwise openly sold by Seller to third parties, and (b) all Services, all ideas, concepts, processes, computer programs, drawings, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value that are in any way related to the Agreement, whether it is a new product or a modification to an existing product (hereinafter collectively referred to as “Intangible Rights”), whether patentable or not, will be deemed to be owned by TAS and such work shall be considered as “Works Made for Hire” for which TAS is deemed the author and sole owner. Seller hereby agrees to assign all of his\her rights, title and interest in and to all such Intangible Rights to TAS.
Seller shall obtain and keep in force, for the benefit of Seller and TAS, insurances in forms and amounts as are carried by responsible suppliers engaged in the same trade under similar circumstance. In addition, Seller shall, at minimum, keep in force insurance in the following forms and amounts: (i) Comprehensive General Liability insurance with limits of not less than $1,000,000 per occurrence for bodily injury or death, and $1,000,000 per occurrence property damage plus Contractual Liability coverage; (ii) automobile liability insurance with limits of not less than $1,000,000 for each person, $1,000,000 for each occurrence and $1,000,000 for property damages; (iii) worker’s compensation and Employer’s Liability insurance coverage in accordance with applicable laws; and (iv) Excess Liability Insurance with limits of not less than $3,000,000 per occurrence and in the aggregate. Seller’s insurance policies shall (i) waive any rights of subrogation against TAS and (ii) name TAS as an additional insured. Prior to the commencement of Work, Seller shall provide certificates meeting the requirements set forth herein. Risk of loss of the Goods shall not pass to TAS until TAS actually receives, takes possession, and accepts the Goods at one of its facilities in Houston, Texas.
21. ENTIRE AGREEMENT
The Agreement shall constitute the entire agreement between TAS and Seller and shall supersede all prior proposals, negotiations and counterproposals concerning the subject matter hereof. For the sake of clarity, this Agreement shall not supersede any purchase orders which are open as of the date of this Agreement. The invalidity, in whole or in part, of any of the provisions of the Agreement shall not affect the remainder of such provisions or any other sections of the Agreement.
22. LIMITATION OF LIABILITY
Except for Seller’s liability for: (i) its obligations under Section 7 “Proprietary Information, Confidentiality and Advertising”; (ii) its obligations under Section 10 “Indemnification”; (iii) fraud, gross negligence, or willful misconduct; and (iv) the proceeds of any insurance policies listed in Section 20, Seller’s total cumulative liability under this Agreement on claims of any kind for any loss or damage arising out of, or in connection with, or resulting from the Agreement, or for the performance or breach hereof, shall in no case exceed the amount of the purchase orders issued by TAS to Seller over the past 24 months. NOTWITHSTANDING ANY OTHER TERMS OF ANY AGREEMENT BETWEEN THE SELLER AND TAS, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER THE THEORY BE BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.
In order that the parties may fully exercise their rights and fulfill their obligations arising from the performance of the Agreement, such provisions of the Agreement as are necessary to ensure such exercise or performance shall survive the completion or termination of the Agreement for any cause whatsoever.
24. CODE OF CONDUCT, ANTI-CORRUPTION, ANTI-BRIBERY
By accepting this agreement, Seller acknowledges and accepts the terms of Comfort Systems USA, Inc.’s Supplier Code of Conduct, which is available under the Governance tab at investors.comfortsystemsusa.com. For the purpose of this clause, a “Government Official” means any employee or officer of a government, including any federal, regional or local department, agency, or enterprise owned or controlled by the government, any political party or official of a political party, any official or employee of a public international organization, any person acting in any official capacity for, or on behalf of such entities, and any candidate for public or political officer. In recognition of the principles of the Foreign Corrupt Practices Act in the United States and/or the OECD Convention on Combating Bribery of Foreign Government Officials in International Business Transactions, each of the Parties hereby represents, warrants and covenants to the other that it has not, and covenants and agrees that it will not, in connection with the performance or subject matter of this Agreement make or promise or offer to make any payment or transfer of anything of value, directly or indirectly: (i) to any Government Official; or (ii) to any other person, while knowing that all or some portion of the payment or thing of value will be offered, given or promised to a Government Official in order to improperly or illegally obtain or retain business or to secure any improper advantage. It is the intent of the Parties that no payments or transfers of value will be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business. This clause will not, however, prohibit normal and customary business entertainment or the giving of promotional items bearing the corporate logo of the Parties or which promote or relate to the performance or subject matter of this Agreement provided such entertainment or promotional items are lawful and of nominal value and properly described in the books and records of the Party.
Seller warrants that it has a quality management system that incorporates quality planning, provides a framework for managing the activities that enable Seller to create items and services which consistently satisfy customer, statutory, and regulatory requirements. Seller will provide details of the quality management system and the relevant inspection and or hold points applicable to the Work provided during the manufacturing process and site installation or assembly as appropriate. TAS will review and approve this plan. Seller documents activities affecting quality in accordance with written manuals, procedures, instructions, specifications, and drawings that contain appropriate criteria for determining whether the prescribed activities have been satisfactorily accomplished. A recognized and registered quality management system will be satisfactory for qualifying as a supplier. At a minimum, Seller’s quality management system will provide a mechanism for factory and or on-site inspection, surveillance, factory acceptance tests, material traceability, and quality checks. Seller shall conduct tests and inspections and provide the inspection records and material test reports to TAS. Buyer and/or the ultimate owner of the Goods reserve the right to inspect the Goods and attend testing of the Goods. If any inspection is made on the premises of Seller or its supplier(s), Seller, without additional charge, shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. Inspection or non-inspection of the Goods shall not relieve Seller from responsibility to meet all requirements of the Agreement.
26. DOCUMENT SUBMITTAL
Seller shall submit all documentation, including but not limited to drawings, inspections and test records, electronically through TAS’ Document Control process. At a minimum, Seller shall submit all documentation required by TAS’ Commodity Documentation Requirements as applicable. Each submittal must contain a document number, document title, document revision number, document revision date, project name, project number, vendor name, purchase order number, equipment or tag number, and contact information. All documentation required by this purchase order must be submitted electronically to TAS Document Control at: firstname.lastname@example.org. If multiple documents are supplied, the project number and TAS part number should be written on each document. TAS’s review and approval of Seller’s submittals does not relieve or modify Seller’s responsibility for compliance with this Agreement. Seller is liable for damages caused by differences in Seller’s submittals and the equipment Seller provides, including but not limited to dimensional differences. If Seller desires to make any exception or deviation to the specifications or other requirements of this Agreement, Seller must specifically list these as exceptions and deviations in a table format that lists the applicable requirement and Seller’s proposed alternate, and this table must be accepted by Buyer in writing. Seller acknowledges that TAS has certain bi-weekly or monthly status reporting requirements. Seller hereby agrees to provide TAS any information reasonably requested by TAS to be included in such bi-weekly/monthly reports.
27. HEALTH AND SAFETY
If Seller or any of its vendors visit the TAS’ facility or jobsite(s), all such personnel shall comply with TAS’ Safety Requirements and Drug and Alcohol Program Requirements, which will be made available to Seller upon request.
28. SUSPENSION OF PERFORMANCE
The TAS shall have the right at any time, upon written notification to Seller, to suspend performance of all or of any portion of the Work. Upon receipt of such notice, the Seller shall, unless the TAS’ notice requires otherwise, to promptly:
- cease all work on the suspended part of the Work on the effective date of suspension, and thereafter perform only such work on the suspended part as may be necessary to properly protect and secure the Work (all the while guaranteeing the possible technical resumption of the Work), wherever located; continue to execute the remainder of the Work not affected by such suspension notice;
- to the extent specified in the suspension notice, place no further orders subcontracts or other agreements except as may be necessary for completion of such portion of the Work that is not suspended;
- suspend on the best terms possible all of his sub-orders, subcontracts or other agreements except as may be necessary for completion of such portion of the Work that is not suspended; and.
- use his best efforts to mitigate the costs and other consequences arising out of such suspension.
29. THIRD PARTY BENEFICARY
TAS and Seller acknowledge that the ultimate owner of the Goods is intended to be a third-party beneficiary of this Agreement. The ultimate owner of the Goods shall not be deemed by virtue of this Agreement or otherwise to have any contractual obligation to or relationship with Seller. Seller shall be solely responsible for paying each subcontractor for services, equipment, material or supplies in connection with the Work.
Seller agrees that, in the event of a product shortage, Seller will fulfill Agreements no less favorably than any other Seller customer. Seller will provide TAS with as much notice as possible if it anticipates or has reason to believe that Seller’s output of the goods will not be sufficient to meet all of TAS’ requirements for any period.
Seller agrees to continuously supply the products comprising the Goods for a period of five (5) years following the date of first shipment under a purchase order unless the parties agree otherwise in writing. After the end of this five (5) year period, Seller must give TAS at least nine (9) months’ prior written notice to discontinue manufacture of the products.