Vendor Terms & Conditions
VENDOR TERMS AND CONDITIONS
1. ENTIRE AGREEMENT. The provisions of any order, offer, or agreement to which these Terms and Conditions (the “Terms and Conditions”) apply, including any Exhibits or Schedules (collectively, the “Agreement”), once accepted as provided hereinbelow by the individual or entity providing the goods and/or services (the “Seller”), represent the final and complete understanding between Metals Engineering Corporation dba MECO (hereafter referred to as the “Purchaser”) and the Seller (the “Parties”). These provisions expressly supersede and replace any prior agreements, representations, or understandings, whether written or oral, between the Parties. The rights and remedies provided herein shall be governed exclusively by the terms of this Agreement, irrespective of any prior dealings or course of performance between the Parties. The Seller acknowledges that it has had the opportunity to conduct all necessary inquiries, inspections, and evaluations regarding the manner in which the Purchaser conducts its business operations, the nature of the work, as well as the character, quality, and quantity of the materials and equipment required for Seller to fulfill its obligation to the Purchaser, and any other factors that may affect Seller’s performance under this Agreement. This Agreement shall only be valid and binding when executed by the Purchaser or the Purchaser’s authorized agent.
2. ACCEPTANCE. This Agreement must be acknowledged immediately by the Seller, and such acknowledgment shall constitute acceptance by the Seller of all terms and conditions set forth herein. In the absence of a formal acknowledgment, the performance of any services and/or manufacture of any goods contemplated by the Agreement and/or any delivery of the goods or services contained in the purchase Agreement, if accepted by the Purchaser, shall constitute the Seller’s acceptance of these terms and conditions. Any counter-terms or additional terms, whether oral or written, including those stated on Seller’s acknowledgment forms, invoices, or any other documents that conflict with or vary from the Terms and Conditions contained herein, are hereby rejected, and shall not be deemed binding on the Purchaser unless expressly agreed to and accepted in writing by the Purchaser. This Agreement, along with any subsequent acceptance, shall be interpreted and enforced as a contract made in the State of Tennessee, United States of America, and governed by its laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement, and this Agreement is expressly excluded from the application of the CISG.
3. PRICE. The Seller warrants that the price(s) charged for the items specified in this Agreement shall not exceed the price(s) charged to any other customer purchasing the same items in like or similar quantities. The Seller further agrees to provide supporting documentation upon request to verify compliance with this pricing warranty.
4. PACKING AND SHIPPING. All goods and materials must be suitably packed, marked, and shipped by the Seller in compliance with the requirements of common carriers and in a manner that: (a) secures the lowest transportation costs; (b) ensures arrival in a safe and undamaged condition; (c) permits efficient storage under normal conditions; and (d) complies with any specific storage requirements provided by the Purchaser. No additional charges, including but not limited to charges for packing, marking, or drayage, shall be imposed on the Purchaser unless expressly agreed to by the Purchaser in writing. Each shipment by the Seller must include an itemized packing slip; in the absence of such documentation, the Purchaser’s count shall be deemed conclusive. Any premium-cost shipments required due to late deliveries shall be made at the Seller’s expense.
5. CANCELLATIONS. The Purchaser reserves the right to cancel this Agreement, in whole or in part, under the following circumstances: (a) if defects are found in the workmanship, quality, or otherwise of any goods, services, material, or equipment received from the Seller; (b) if any goods, materials, or equipment are not shipped as specified or fail to conform to approved drawings, prints, samples, or specifications; (c) if any services are not performed within the time required or fail to meet the applicable specifications; (d) if the sale or use of materials or equipment purchased from the Seller infringes on any U.S. or foreign patents, copyrights, or trademarks; or (e) if the Seller fails to comply with any other terms or conditions of this Agreement. In any such event, the Purchaser may reject any goods, materials, equipment, or services furnished by Seller and return the goods, material, equipment or services for credit without liability. A default by the Seller under this Agreement shall constitute a default under any other agreement between the Purchaser and the Seller, and the Purchaser shall have the right to exercise any remedies available under this Agreement or any other agreement without limitation. These rights shall not limit the Purchaser’s ability to reject goods or revoke acceptance under applicable provisions of the Uniform Commercial Code.
6. DELIVERY. Deliveries shall be made in the quantities and at the times specified in the schedules provided or approved by the Purchaser. The Purchaser shall not be liable for any materials, whether raw or processed, supplied by the Seller in excess of the quantities specified in the Purchaser’s written releases, even where such excess quantities are delivered in accordance with industry customs. The Purchaser reserves the right, at its sole discretion, to modify delivery schedules or to temporarily suspend scheduled shipments without incurring additional charges. If the Seller fails to deliver any services, goods, materials, or equipment as scheduled, the Purchaser may, without liability, cancel all or any portion of this Agreement without liability. In addition to cancellation, the Purchaser shall have the right to procure substitute goods, materials, equipment, and/or services from an alternative source (cover) and recover from the Seller any additional costs, expenses, or damages incurred as a result of such procurement. The remedies provided in this section shall be in addition to, and not in limitation of, any other rights or remedies available to the Purchaser under this Agreement, at law, or in equity.
7. DEFAULT. The Purchaser may, by providing written notice of default to the Seller, terminate this Agreement, in whole or in part, under the following circumstances:
(a) if the Seller fails to deliver the goods, materials, or equipment, or to perform the services as specified or required in the delivery schedule or otherwise, including any agreed extensions;
(b) if the Seller fails to make sufficient progress in its performance of the Agreement, thereby endangering timely performance of the Agreement; or
(c) if the Seller fails to comply with any provision of this Agreement and does not remedy such failure within ten (10) days of receiving written notice from the Purchaser, or within such longer period as the Purchaser may authorize in writing. Any right to cure afforded to the Seller, however, it limited to a breach that is capable of being cured within ten (10) days.
Upon termination under this clause, the Purchaser may procure similar goods, materials, equipment, or services from other sources or arrange for the manufacture and/or delivery of substitute goods, materials, equipment, and/or services by alternative means, with all costs and expenses incurred by the Purchaser in doing so recoverable from the Seller. The Seller shall be liable for any and all damages, costs, losses, and expenses incurred by the Purchaser, except when the Seller’s delay is solely and directly caused by a force majeure event as set forth herein.
The Purchaser may also terminate this Agreement, in whole or in part, if, in its reasonable judgment, the Seller is insolvent or in a financial condition that jeopardizes performance. The rights and remedies provided under this section are cumulative and shall not limit the Purchaser’s ability to exercise additional remedies available under the Uniform Commercial Code or other applicable laws.
8. PAYMENT. Payment for goods, materials, equipment, or services provided under this Agreement shall be due ninety (90) days net from the later of (a) the date of receipt of the Seller's invoice by the Purchaser, (b) the date the goods, materials, equipment, and/or services are received and accepted by the Purchaser, unless otherwise agreed to in writing by the Parties, or (c) the agreed upon delivery date of the goods, materials, equipment, and/or services. Payment of the Seller's invoice prior to complete inspection or testing of any goods, materials, or equipment by the Purchaser shall not constitute acceptance and does not waive the Purchaser’s right to adjust payments for shortages, defects, or nonconforming goods, materials, or equipment, or to enact any other remedies or take any action allowed under this Agreement, the Uniform Commercial Code, or applicable law.
Rejected goods, materials, or equipment, or quantities delivered in excess of the Agreement, may, at the Purchaser’s sole discretion, be returned to the Seller at the Seller’s sole risk and expense. Goods, materials, or equipment delivered in advance of the agreed schedule may be stored by the Purchaser at the Seller’s expense or returned to the Seller at the Seller’s expense. If the Purchaser elects to retain such goods, materials, or equipment, the calculation of Purchaser’s payment obligation shall not commence until the scheduled delivery date.
9. LATE DELIVERY AND PENALTY. In cases of delayed delivery except for force majeure cases as set forth herein, the Seller shall pay to the Purchaser for every week of delay a penalty amounting to 0.5% of the total value of the goods, materials, or equipment whose shipment has been delayed. Any fractional part of a week is to be considered a full week. The total penalty shall not, however, exceed 2.5% of the total value of the goods, materials, or equipment involved in late shipment and is to be deducted from the total amount due at the time of payment. Upon exceeding five (5) weeks of delay, the Purchaser may terminate this Agreement and recover from the Seller any pre-delivery payments.
10. WARRANTIES. In addition to the other warranties contained herein, the Seller expressly warrants that all goods, materials, equipment, and/or services provided under this Agreement shall:
(a) conform to all specifications, drawings, samples, or descriptions furnished or approved by the Purchaser;
(b) comply with all of the terms of this Agreement;
(c) be free from defects in design, materials, and workmanship;
(d) be of merchantable quality and suitable for their intended purpose; and
(e) comply with all applicable laws, regulations, and industry standards.
These warranties shall survive inspection, acceptance, and payment for the goods, materials, equipment, and/or services, and shall extend to the Purchaser, its affiliates, and their respective officers, directors, agents, employees, successors, assigns, customers, and end users of their respective products (the “Purchaser Indemnitees”). The Seller agrees that its standard warranty or guarantee, if broader in scope or duration than the warranties set forth herein, shall apply in addition to these express warranties.
In the event of a breach of warranty, the Seller agrees to indemnify, defend, and hold the Purchaser Indemnitees harmless against any and all losses, damages, liabilities, or expenses, including but not limited to attorney’s fees, professional fees, and costs of withdrawals and recalls (whether voluntary or otherwise), arising from or related to such breach. The Seller shall promptly replace or repair defective goods, materials, equipment, and/or services at Seller’s expense, or reimburse the Purchaser for any related costs (including but not limited to destruction), at the Purchaser’s sole discretion.
11. PATENTS. The Seller represents, warrants, and guarantees that all services, goods, equipment, machines, devices, and materials furnished by the Seller, and their normal use provided under this Agreement are free from infringement of any valid patents, copyrights, trademarks, or other intellectual property rights. The Seller agrees, at its own expense, to defend, indemnify, and hold harmless the Purchaser Indemnitees, their customers, and any person selling or using any services, goods, equipment, machines, devices, and/or materials originating, directly or indirectly, from the Sellers from and against any claim, suit, or action alleging such infringement.
In the event of any claim of infringement, the Seller shall, at its sole expense, promptly take all actions necessary to resolve the claim, including but not limited to obtaining the rights for continued use, replacing or modifying the materials to render them non-infringing, or reimbursing the Purchaser Indemnitees for the full cost of such materials and any related expenses or damages suffered by the Purchaser Indemnitees, as determined by the Purchaser in its sole discretion.
12. CHANGES. It is expressly agreed that:
(a) This Agreement, including all terms and conditions, may not be altered, amended, or modified except with the prior written authorization of the Purchaser. Email or other methods of electronic messaging shall not be utilized to alter, amend, or modify the terms of the Agreement.
(b) The Purchaser reserves the right, at any time and by written notice, to make changes to the work to be performed, including but not limited to changes in quantity, specifications, delivery schedules, or methods of shipment or packaging. The Seller shall promptly comply with such changes.
(c) The Purchaser shall not be liable for any loss of anticipatory profits or any special, consequential, incidental, punitive, or exemplary damages suffered by the Seller or its suppliers resulting from changes to the Agreement or otherwise.
(d) If changes made by the Purchaser result in an increase or decrease in the cost or time required for performance, the Parties shall agree to an equitable adjustment, and the Agreement shall be modified in writing accordingly. The Seller must submit claims for equitable adjustments, supported by detailed cost breakdowns, within thirty (30) days of receiving notice of the change, unless a longer period is authorized in writing by the Purchaser.
(e) Notwithstanding any pending claims or requests for adjustments, the Seller is required to continue performing under the modified terms of the Agreement without delay, unless the Purchaser provides written authorization to extend delivery schedules.
All changes must be documented in writing and signed by an authorized representative of the Purchaser who has been designated by the Purchaser in writing (an “Authorized Representative”).
13. MODIFICATIONS. It is expressly agreed that any provisions in the Seller’s acceptance that seek or attempt to modify, conflict with, supplement, add to, or contradict the terms of this Agreement (the “Additional Terms”) shall be deemed null and void, of no effect and unenforceable, and Seller’s election to perform under the Agreement shall constitute a knowing waiver of all Additional Terms by the Seller. The terms of this Agreement, upon the Seller’s acceptance, shall constitute the entire agreement between the Parties, superseding all prior agreements, communications, or understandings among the Parties.
No modification, amendment, or alteration to this Agreement shall be binding unless expressly agreed to by the Purchaser and confirmed in a written instrument that is signed by an Authorized Representative of the Purchaser. Under no circumstances shall an email or other electronic correspondence be considered an instrument modifying, amending, or altering this Agreement. The Purchaser’s failure to enforce any term or condition of this Agreement or to exercise any right or option granted herein shall not constitute a waiver of any such term, condition, right, or option, nor shall it be construed to entitle the Seller to a subsequent waiver of the same or similar provisions.
No deviation from any samples, specifications, drawings, or descriptions provided or approved by the Purchaser shall be made or accepted without the Purchaser’s prior written consent. If any unauthorized changes are made, the Purchaser reserves the right to cancel all or part of this Agreement without incurring liability to the Seller. In addition, the Seller shall be fully responsible for any and all damages, costs, losses, and expenses incurred by the Purchaser as a result of such unauthorized changes, including but not limited to rework, replacement costs, production delays, and any consequential or incidental damages suffered by the Purchaser.
14. ASSIGNMENT. The Seller shall not assign or transfer, in whole or in part, this Agreement or any rights or obligations under it, including any payments due or to become due, without the prior written consent of the Purchaser. Any purported assignment or transfer made without such consent shall be null and void.
The Purchaser may assign or transfer any of its rights, duties, or obligations under this Agreement to a third party without prior notice or consent from the Seller. All payments, whether to the Seller or any approved assignee, shall remain subject to the Purchaser’s right of setoff or recoupment for any claims or obligations owed by the Seller to the Purchaser, regardless of how such claims arise.
No assignment, even if approved in writing by the Purchaser, shall relieve the Seller of its primary liability under this Agreement unless the Purchaser expressly consents to such a release in writing.
15. INDEMNIFICATION. The Seller agrees to fully indemnify, defend, and hold harmless the Purchaser Indemnitees, from and against any and all liabilities, claims, suits, actions, damages, judgments, losses, costs, and expenses, including attorney’s fees, arising from or related to:
(a) any act, omission, or breach of this Agreement by the Seller or its employees, suppliers, contractors, agents, or permitted assignees;
(b) any injury, damage, or loss caused by the Seller’s products, goods, materials, equipment, or services;
(c) negligence at Seller’s facility causing personal injury or property damage to any of the Purchaser’s employees, agents, or affiliates; and
(d) any consumer actions or other claims associated with the performance or use of the goods or services provided under this Agreement.
This indemnification obligation shall apply regardless of whether the liability arises from tort, contract, or statutory claims and shall survive termination, cancellation, or completion of this Agreement.
16. REMEDIES; WAIVER. The remedies provided herein are cumulative and non-exclusive, and are in addition to any other remedies available at law, in equity, or under applicable statutes. The Purchaser’s failure to enforce any term or condition of this Agreement, or to exercise any right or remedy, shall not constitute a waiver of that or any other term, condition, right, or remedy. A waiver of or election on the part of the Purchaser not to act in response to any breach shall not constitute a waiver of subsequent breaches, whether of the same or a different term or condition. No waiver shall be effective against the Purchaser unless made in writing and signed by an Authorized Representative of the Purchaser.
17. ATTORNEY'S FEES TO PREVAILING PARTY. In the event of any arbitration or court action conducted hereunder, the prevailing party shall be entitled to recover from the losing party all fees and expenses incurred by the prevailing party in connection with the arbitration or court action, including reasonable attorney's fees. In the case of arbitration, the arbitrator(s) shall determine which party is the prevailing party.
18. TOOLS. All tools, dies, molds, jigs, fixtures, patterns, machinery, plates, negatives, film, special test equipment, and any other items, along with any specifications, drawings, documents, or data furnished, paid for, or amortized by the Purchaser (collectively, the “Purchaser’s Property”), shall remain the property of the Purchaser.
The Seller warrants that all Purchaser’s Property shall be maintained in good condition, normal wear and tear excepted, and promptly delivered to the Purchaser F.O.B. Seller’s plant upon the Purchaser’s written request. The Seller further warrants that Purchaser’s Property shall not be used for any purpose other than fulfilling the Purchaser’s orders and shall not be modified, disassembled, decompiled, copied, disclosed, or transferred to any third party without the Purchaser’s prior written consent.
In the event of unauthorized use, copying, or disposal of the Purchaser’s Property, the Purchaser reserves the right to pursue any and all remedies available, including but not limited to immediate cancellation of this Agreement and recovery of damages.
19. OCCUPATIONAL SAFETY AND HEALTH; LEGAL COMPLIANCE. The Seller represents and warrants that all materials, supplies, or services provided under this Agreement shall fully comply with all applicable federal, state, and local laws, regulations, and standards, including but not limited to those promulgated under the Occupational Safety and Health Act of 1970 (29 U.S.C. § 651, PL91-596) (“OSHA”), and any subsequent amendments or related regulations. In the event that any materials or supplies provided by the Seller are found to be noncompliant with OSHA standards or other applicable laws, the Purchaser reserves the right to: (a) return the noncompliant materials or supplies to the Seller for correction or replacement at the Seller’s sole risk and expense; (b) correct the noncompliance directly, with all associated costs borne by the Seller; or (c) cancel this Agreement without liability. The Seller shall bear full responsibility for ensuring compliance and shall indemnify, defend, and hold the Purchaser Indemnitees harmless from any liabilities, claims, or penalties arising out of such noncompliance.
20. ADVERTISING; NONDISCLOSURE OF CONTENTS OF AGREEMENT. The Seller shall not, without first obtaining the written consent of the Purchaser, in any manner advertise, publicize, publish or otherwise draw attention to the fact that Seller has furnished or contracted to furnish to the Purchaser the goods or services purchased hereby, or disclose any of the details connected with this Agreement to any third party except as required for procurement of supplies and services for use in the performance of this Agreement, and then only after the substance of this prohibition is inserted in its orders and made binding upon any third party. Additionally, Seller shall not in any press release, television or radio appearance or other public occasion (including via social media) or before any audience disclose or refer to the Seller’s relationship with the Purchaser. The terms of this section shall survive the termination of this Agreement for any reason.
21. COMPLIANCE WITH LABOR, IMMIGRATION, AND HUMAN RIGHTS LAWS. The Seller represents and warrants that all goods, materials, and services provided under this Agreement shall be produced, manufactured, and supplied in compliance with all applicable labor, employment, immigration, and human rights laws, including but not limited to the Fair Labor Standards Act (29 U.S.C. § 201 et seq.), the U.S. Immigration Reform and Control Act (IRCA), the Trafficking Victims Protection Act (TVPA), and any applicable state or federal laws governing wages, hours, working conditions, and workplace safety.
The Seller shall not, directly or indirectly, engage in or support the use of forced labor, child labor, human trafficking, or any other form of involuntary labor. The Seller further certifies that it does not and will not utilize suppliers, subcontractors, or other third parties that engage in such prohibited practices. The Seller agrees to maintain proper documentation verifying the legal employment status of all employees, agents, and subcontractors performing work related to this Agreement and to comply with all applicable U.S. immigration and employment verification laws.
The Purchaser reserves the right to audit the Seller’s labor practices, employment records, and compliance procedures at any time to ensure adherence to these requirements. If the Purchaser determines, in its sole discretion, that the Seller has violated any provision of this section, the Purchaser may immediately terminate this Agreement without liability and pursue all available remedies, including damages, injunctive relief, and indemnification for any resulting harm. The Seller agrees to indemnify, defend, and hold harmless the Purchaser Indemnitees from and against any claims, liabilities, penalties, or damages arising from or related to the Seller’s noncompliance with labor, immigration, or human rights laws.
The Purchaser strictly prohibits sourcing from any facility or supplier that has been identified by the U.S. Department of Labor, the U.S. Customs and Border Protection (CBP), or any other regulatory authority as engaging in forced labor or human rights abuses. The Seller shall immediately notify the Purchaser in writing if it becomes aware of any potential violation of this policy within its supply chain. Failure to do so may result in the immediate cancellation of this Agreement and legal action.
22. FORCE MAJEURE. Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes (which causes are hereinafter referred to as “force majeure”), to the extent beyond its reasonable control and without any fault or negligence on its part: acts of God, government actions, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or unusually severe weather. However, delays caused by labor disputes, strikes, lockouts, or other workforce-related disruptions affecting a party shall not be considered excusable delays under this Agreement unless such disputes are industry-wide or beyond the party’s reasonable control despite its diligent efforts to resolve them.
A party who has suffered a force majeure event shall notify the other party in writing of the cause immediately, but in no event later than ten (10) days after its occurrence, providing detailed documentation substantiating the claim. Failure to provide timely notice shall constitute a waiver of any force majeure defense.
Each party shall take all reasonable steps to avoid or restrict force majeure events and to mitigate any loss therefrom. In the event of a delay caused by a force majeure event, the party affected shall as soon as reasonably possible resume performance of its obligations under the Agreement.
23. GOVERNING LAW; VENUE. This Agreement shall be governed under the laws of the State of Tennessee, United States of America. The Parties hereby irrevocably submit to the exclusive jurisdiction of the federal and state courts located in Greene County, Tennessee, for any suit, action or proceeding arising out of or relating to this Agreement or any related transaction between the Parties. The Parties hereby irrevocably waive, to the fullest extent permitted by law, any objection which may now or hereafter be made to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. This Agreement is expressly excluded from the application of the CISG.
24. INTERNATIONAL MEDIATION AND ARBITRATION. Any dispute, controversy, or claim arising out of or relating to these Terms and Conditions, including any question regarding their existence, validity, breach, termination, or the legal relationships established by these Terms and Conditions, shall be finally resolved through binding arbitration conducted in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL Rules) in effect at the commencement of the arbitration. Prior to initiating arbitration, the Parties agree to engage in nonbinding mediation under the UNCITRAL Mediation Rules in effect at the commencement of the mediation. The mediation shall be conducted in good faith, and each party shall bear its own costs and an equal share of the mediation fees. The tribunal shall consist of one arbitrator, who shall be a practicing barrister or an equivalent legal professional with expertise in the subject matter of the dispute. In the absence of mutual agreement by the Parties on the arbitrator, the appointing authority shall be the London Court of International Arbitration (LCIA). The seat of the arbitration shall be London, England, and the governing law of this arbitration agreement shall be the laws of the state of Tennessee and the federal laws of the United States. The arbitration proceedings, including all submissions, evidence, and awards, shall be conducted in English. The arbitral award shall be final and binding on the Parties and enforceable in any court of competent jurisdiction, subject to the provisions of the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New York Convention”). The Parties explicitly waive any rights to appeal or challenge the arbitral award except as permitted under the applicable arbitration rules or governing laws. Additionally, either party may seek interim or provisional relief from a court of competent jurisdiction, provided such relief does not contravene the terms of this arbitration agreement. This provision is intended to ensure the efficient, neutral, and enforceable resolution of disputes, particularly in jurisdictions that do not recognize judgments rendered by foreign courts.
END OF VENDOR TERMS AND CONDITIONS