Ramsey Master PO Terms and Conditions

The purchase order issued by The Lampo Group, Inc., d/b/a Ramsey Solutions (“Ramsey”) is an offer for the purchase of the goods specified on the face of this purchase order (“Goods”) from the party to whom the purchase order is addressed (“Vendor”) in accordance with and subject to these terms and conditions (“Terms”; together with the terms provided on the face of the purchase order, “Order”). This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Vendor’s acceptance to the Terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Vendor’s general terms and conditions of sale or any other document issued by Vendor in connection with this Order. In addition, these Terms apply to any repaired or replacement Goods provided by Vendor. In no event is Ramsey obligated to any requirements, minimum purchase or future purchase obligations under this Order.

1. Acceptance; Change Orders. Except as provided below, this Order is not binding on Ramsey until Vendor accepts the Order in writing. Vendor shall be deemed to have accepted the Order subject to the Terms if Vendor starts to perform in accordance with the Order, even if Vendor has not accepted the Order in writing. Notwithstanding the foregoing, if Vendor does not accept the Order in writing or provide written notice that it has commenced performance within five days of Vendor’s receipt of the Order, this Order will lapse at the option of Ramsey. Ramsey may withdraw the Order any time before it is accepted by Vendor. For future deliveries Ramsey may, at any time, by written notification, make changes in the specifications for the Goods previously provided by Ramsey, and Vendor shall comply with the changes without delay. Thereafter, Vendor may transmit to Ramsey a statement of the effect, if any, of such change orders on Vendor’s cost and ability to make deliveries. Upon the basis of this and any other available information, Ramsey and Vendor shall agree upon an equitable adjustment of the purchase price and any other relevant provisions, and such agreement in writing shall be considered incorporated as a supplement to this Order.

2. Works for Hire. In the event that Vendor provides Ramsey with any services that result in the creation of any work (a “Work”), which Work may include designs, inventions, creations, and works of authorship, Vendor acknowledges and agrees that such services and Work are made on a works-made-for-hire basis. Vendor agrees that all right, title, and interest of every kind and nature whatsoever in and to any intellectual property related to the Work, including without limitation, any inventions, patents, trademarks, copyrights, ideas, creations, and properties are and will remain the sole and exclusive property of Ramsey and its affiliates. Vendor hereby irrevocably transfers and assigns to Ramsey all right, title, and interest it may have in any Work.

Ramsey is the sole, exclusive owner throughout the universe of any and all rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner Ramsey determines in its sole discretion without further compensation to Vendor. To the extent Vendor might have any technical rights in a Work that cannot be assigned in the manner described above, including but not limited to any rights of attribution or so-called moral rights anywhere in the world, Vendor unconditionally and irrevocably waives the enforcement of such rights. This paragraph is subject to, and shall not be deemed to limit, restrict, or constitute any waiver by Ramsey of any rights of ownership or legal protections to which Ramsey may be entitled by operation of law by virtue of any federal or state law, including any copyright, patent, trademark, and trade secret laws.”

3. Delivery Date. Vendor shall deliver the Goods in the quantities and in the time period (s) specified on the face of the Order or as otherwise agreed in writing by the parties (the “Delivery Date”). If no delivery date is specified, Vendor shall deliver the Goods at the soonest possible date available after Vendor’s receipt of the Order. Timely delivery of the Goods is of the essence. Vendor shall notify Ramsey immediately of any circumstance which is delaying or which threatens to delay the timely performance of this Order, but such notice shall not excuse performance by Vendor nor affect Vendor’s liability. If Vendor fails to deliver the Goods in full on the Delivery Date for any reason other than those outside of their control, Ramsey may terminate the Order immediately by providing written notice to Vendor and Vendor shall indemnify Ramsey against any losses, claims, damages, and reasonable costs and expenses directly attributable to Vendor’s failure to deliver the Goods on the Delivery Date. Ramsey has the right to return any Goods delivered prior to the Delivery Date at Vendor’s expense and Vendor shall redeliver such Goods on the Delivery Date.

4. Quantity. If Vendor delivers more or less than the quantity of Goods ordered, Ramsey may reject all or any excess Goods unless the Vendor and Ramsey have previously agreed to a +/- 5% tolerance in writing. Any such rejected Goods shall be returned to Vendor at Vendor’s risk and expense. If Ramsey does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.

5. Delivery Location. All Goods shall be delivered to the address specified on the face of the Order (the “Ship To Location”), unless alternate or additional location(a) is/are specified in written communication accompanying the Order during normal warehouse operating hours. Monday through Friday (and not at any time on Saturdays, Sundays or holidays), or as otherwise instructed by Ramsey.

6. Shipping Terms. Unless otherwise specified in writing by Ramsey, delivery shall be made DDP (Delivery Duty Paid) at the Delivery Location specified on the face of the Order. Vendor shall provide Ramsey or Ramsey’s designated third party, all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading and any other documents necessary to release the Goods to Ramsey upon or before delivery. The Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Order. All Goods shall be suitably classified to assure lowest transportation rates consistent with full protection against loss and damage in transit and to meet the carrier’s requirements.

7. Title, Risk of Loss and Insurance. Title passes to Ramsey upon delivery of the Goods to the Delivery Location. Vendor bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location. Vendor shall insure all shipments for the full value of the Goods for the benefit of Ramsey.

8. Packaging. All Goods shall be packed and labeled for shipment according to Ramsey’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Vendor must provide Ramsey prior written notice if it requires Ramsey to return any packaging material, which will be accommodated at Vendor’s sole expense.

9. On-site visits. While at any Ramsey location, Vendor’s personnel, agents, and subcontractors shall comply with all reasonable requests of Ramsey regarding professional conduct, security or privacy requirements.

10. Sub-Vendors and Liens. Vendor unconditionally hereby warrants, represents and covenants to Ramsey that all subcontractors, suppliers, laborers and other providers that have supplied labor, materials and/or equipment to Vendor in connection with this Agreement either have been paid, or will have been timely paid, in full for such labor, materials and/or equipment. Vendor warrants that title passes to Ramsey free of any liens or third party interest of any kind.

11. Inspection and Rejection of Nonconforming Goods. The Ramsey has the right to inspect the Goods on or after the Delivery Date. Ramsey, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. Payment with respect to the Goods shall not constitute acceptance. If Ramsey rejects any portion of the Goods, Ramsey has the right to: (a) rescind the Order in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods in whole or in part and require replacement any rejected Goods. If Ramsey requires replacement of the Goods, Vendor shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective Goods and the delivery of replacement Goods. If Vendor fails to timely deliver replacement Goods, Ramsey may replace them with Goods from a third party and charge Vendor the cost thereof and terminate this Order for cause. Any inspection or other action by Ramsey under this Section shall not reduce or otherwise affect Vendor’s obligations under the Order, and Ramsey shall have the right to conduct further inspections after Vendor has carried out its remedial actions.

12. Price. The price of the Goods is the price stated in the Order (the “Price”). If no price is included in the Order, the Price shall be the price set out in Vendor’s published price list in force as of the date of the Order, unless otherwise agreed by the parties in writing. Unless otherwise specified on the face of the Order, the Price includes all product testing, packaging, transportation costs to the Ship to Location, insurance, customs duties, fees and applicable taxes and tariffs, including, but not limited to; and Vendor shall be solely responsible for paying all such amounts. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Ramsey. If Vendor receives a discount, rebate, allowance, or incentive from any of its suppliers, Vendor must disclose and provide to Ramsey the full value of the discount, rebate, allowance or incentive that is received by Vendor and is based on the purchase of Goods by Ramsey.

13. Payment Terms. Vendor shall issue an invoice to Ramsey on or any time after the completion of delivery and only in accordance with the Terms. Unless otherwise provided on the face of this Order, Ramsey shall pay all properly invoiced and undisputed amounts due to Vendor within 30 days after delivery of Goods. Without prejudice to any other right or remedy it may have, Ramsey reserves the right to set off at any time any amount owing to it by Vendor against any amount payable by Ramsey to Vendor. Payment or other terms identified on the Vendor’s invoice which are contrary to those of the Order shall have no force and effect unless acted upon or approved in writing by Ramsey. In no event will Ramsey be obligated to pay late fees or penalties for invoices paid outside the Order terms unless the delay in payment is caused exclusively and solely by the acts or omissions of Ramsey.

14. Warranties. In addition to Vendor’s standard manufacturer or product warranties, Vendor warrants to Ramsey that all Goods will: (a) be free from any defects in workmanship, material and design; (b) conform to applicable specifications, drawings, designs, samples and other requirements specified by Ramsey; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) comply with all applicable laws, codes and regulations as published by any national or statewide association or group; (f) be free and clear of all liens, security interests or other encumbrances; and (g) not infringe or misappropriate any third party’s patent or other intellectual property rights. Such warranties exclude damages to products caused subsequent to acceptance and inspection by Ramsey, use of the products by Ramsey for an unintended purpose and/or alteration of the products. In addition to satisfying any and all specifications attached to the Order or set forth on the face of the Order, including, but not limited to any specifications, samples, or formula provided to Vendor, Vendor expressly warrants that the Goods provided satisfy or exceed all applicable legal requirements established by federal or state law (or laws and requirements governing manufacturing locations outside the U.S.), and/or applicable engineering, environmental or material standards, including, but not limited to, any recognized standards with respect to quality and fitness. Vendor shall provide Goods that conform to or exceed any formula, specifications, samples and data which are part of this Agreement or which were provided to Vendor by Ramsey. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Ramsey. These warranties are cumulative and in addition to any other warranty provided by law or equity. If Ramsey gives Vendor notice of noncompliance with this Section, Vendor shall, at its own cost and expense, promptly replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming Goods and the delivery of repaired or replacement Goods to Ramsey. Vendor transfers to Ramsey, only to the extent transferable, the warranty, if any, given by the manufacturer of any Goods supplied under this Agreement that were not manufactured by Vendor. Such manufacturer’s warranty period shall be longer or equal to Vendor’s manufactured warranty.

15. General Indemnification. Vendor shall defend, indemnify and hold harmless Ramsey, its affiliates, successors or assigns and their respective directors, officers, shareholders and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with (a) the Goods purchased from Vendor, (b) acts, omissions or failures to act by Vendor, its subcontractors, agents or employees, in connection with the performance or non-performance of this Agreement, or (c) or Vendor’s negligence, willful misconduct or breach of the Terms. Vendor shall not enter into any settlement without Indemnitees’ prior written consent. Indemnification excludes claims arising solely from the negligence of Ramsey, products altered by Ramsey, damaged while in Ramsey’s control and use of the product by Ramsey for other than its intended purpose.

16. Intellectual Property Indemnification. Vendor shall, at its expense, defend, indemnify and hold harmless Ramsey and any Indemnitee against any and all Losses arising out of or in connection with any claim that Ramsey’s or Indemnitee’s use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Vendor enter into any settlement without Indemnitee’s prior written consent. This excludes any and all Ramsey designs and/or specifications, marks and labeling.

17. Insurance. During the term of the Order, Vendor shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1 million per incident and $2 million in the aggregate with financially sound insurers. Upon Ramsey’s request, Vendor shall provide Ramsey with a certificate of insurance from Vendor’s insurer evidencing the insurance coverage specified in this Order. The certificate of insurance shall name Ramsey as an additional insured. Vendor shall provide Ramsey with thirty days’ advance written notice in the event of a cancellation or material change in Vendor’s insurance policy. Except where prohibited by law, Vendor shall require its insurer to waive all rights of subrogation against Ramsey’s insurers and Ramsey or the Indemnitees.

18. Compliance with Law. Vendor is in compliance with and shall comply with all applicable laws, regulations and ordinances, including without limitation, all applicable provisions of any applicable laws, regulations, rules and orders applicable to its business. Vendor has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits needed to perform under the Order. In addition, Vendor represents and warrants that, in the production and sale of Goods to be delivered pursuant hereto, Vendor has complied with all applicable federal, state, and municipal laws and regulations (and those laws and regulations of foreign entities where all or part of Goods may have been manufactured), including, without limitation, (a) all such laws and regulations pertaining to health, safety and environmental standards, (b) all such laws and regulations pertaining to design, manufacture, testing, labeling, and transportation of such Goods, and (c) all such laws and regulations pertaining to its employment practices.

19. Termination. Ramsey may terminate, cancel, or suspend this Order, in whole or in part, at any time with or without cause for undelivered Goods upon written notice to Vendor. In addition to any remedies that may be provided under these Terms, Ramsey may terminate, cancel or suspend this Order with immediate effect upon written notice to the Vendor, either before or after the acceptance of the Goods, if Vendor has not performed or complied with any of these Terms, in whole or in part. If the Vendor becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Ramsey may terminate this Order upon written notice to Vendor. If Ramsey terminates the Order for any reason, Vendor’s sole and exclusive remedy is payment for the Goods manufactured, work in progress (where the portion of work in progress can be substantiated through documentation and photographs), received and accepted by Ramsey prior to the termination.

20. Waiver. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

21. Confidential Information. All non-public, confidential or proprietary information of the Ramsey, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Ramsey to Vendor, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied, unless authorized by Ramsey in writing. Upon Ramsey’s request, Vendor shall promptly return all documents and other materials received from Ramsey. Ramsey shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Vendor at the time of disclosure; or (c) rightfully obtained by the Vendor on a non-confidential basis from a third party.

22. Limitation of Ramsey’s Liability. RAMSEY’S ENTIRE LIABILITY TO VENDOR OR ANY THIRD PARTY, IF ANY, FOR ANY CLAIMS, DEMANDS, CAUSES OF ACTION, ARISING IN TORT, CONTRACT, OR OTHERWISE, INCLUDING WITH RESPECT TO ANY STATUTORY CLAIM, IS LIMITED SOLELY TO THE PRICE ACTUALLY PAID BY RAMSEY UNDER THESE TERMS. NOTWITHSTANDING THE FOREGOING LIMITATION, RAMSEY SHALL NOT BE LIABLE TO VENDOR FOR SPECIAL, INDIRECT, ECONOMIC, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING UNDER THESE TERMS, OR OTHERWISE, WITH RESPECT TO THE SALE, PURCHASE, OR USE OF THE GOODS, INCLUDING ANY LOST REVENUE OR PROFITS, BUSINESS INTERRUPTION OR DAMAGE TO BUSINESS REPUTATION, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, INCLUDING, WITHOUT LIMITATION, TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, PRODUCT LIABILITY OR ANY STATUTORY CAUSE OF ACTION.

23. Conflict of Interest. Ramsey’s policy requires avoidance of real or apparent conflict of interest. No employee, officer or agent of Ramsey shall knowingly participate in the selection, award or administration of a purchase contract with Vendor if Ramsey or any member of Ramsey’s immediate family has a material financial interest in Vendor, or is negotiating or has any arrangement concerning prospective employment with Vendor. No officer, employee or agent of Ramsey shall either solicit or accept gratuities, favors or anything of monetary value from Vendor, including any contingent fee. If Vendor has reason to believe any officer, employee or agent of Ramsey has violated any provision of this Section, Vendor immediately shall notify Ramsey of the suspected violation by sending notice thereof to Ramsey’s chief executive officer, explaining the situation in full. Vendor’s failure to so notify Ramsey shall be a material breach of this Agreement and Ramsey, at its option, may terminate this Agreement with immediate effect.

24. Access to Records. Ramsey shall have access to and the right to examine any directly pertinent books, documents, papers, and records of Vendor involving transactions related to this Agreement until the expiration of three (3) years after final payment hereunder. Vendor agrees to keep and maintain such records for such period of time.

25. Attorneys’ Fees. In the event it becomes necessary for Ramsey to enforce these Terms, or to defend or prosecute any litigation arising out of or as a result of these Terms, or in connection with the sale of the Goods to Ramsey by Vendor, Ramsey shall be entitled to recover from Vendor, in addition to any other relief granted, reasonable attorneys’ fees, expert fees, costs and expenses of litigation to the extent Ramsey is the substantially prevailing party.

26. Assignment. Vendor shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Ramsey. Any purported assignment or delegation in violation of this Section shall be null and void. Ramsey may at any time assign, transfer or subcontract any or all of its rights or obligations under the Order without Vendor’s prior written consent.

27. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Order. This Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

28. Law, Jurisdiction and Venue. All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Tennessee. Any legal suit, action or proceeding arising out of or relating to this Order or otherwise between the parties hereto shall be instituted in the state or federal courts having jurisdiction over Williamson County Tennessee and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

29. Cumulative Remedies. The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

30. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid).

31. Amendment and Modification. No change to this Order is binding upon Ramsey unless it is in writing, specifically states that it amends this Order and is agreed to in writing by an authorized representative of Ramsey.

32. Severability. If any term or provision of this Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

33. Survival. Provisions of this Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Set-off, Warranties, General Indemnification, Intellectual Property, Insurance, Compliance with Laws, Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.

34. Right to Advice of Counsel. Vendor has the right, and Ramsey encourages Vendor, to consult with Vendor's attorney so that Vendor is fully aware of all rights and obligations under this Agreement.

35. Taxes. To the extent Ramsey is exempt from any state, federal or local tax, Ramsey shall provide any necessary notice of such exemption to Vendor, which Vendor shall honor and accept. Unless otherwise prohibited in this Purchase Order or by law, Vendor shall pay all federal, state, and local sales, use, excise and other taxes and duties which may be imposed on the Goods or by reason of their sale or delivery. Any such taxes or duties charged to Ramsey shall be separately listed on Vendor’s invoice.

36. Force Majeure. Neither party shall be responsible for any delay or failure of performance due to events of force majeure. Force Majeure shall include and be strictly limited to war, invasion by foreign armies, terrorism; catastrophe related to nuclear or toxic materials; earthquakes, flood, or physical or natural disaster, but excluding adverse weather conditions.

Ramsey Standard Terms and Conditions June 2020