1. OFFER AND ACCEPTANCE. These Terms and Conditions of Purchase (“Terms and Conditions”), together with any written purchase order (“Purchase Order”) provided by North Central Companies, Inc. (“NCC”) to any provider of products (“Vendor”) constitute NCC’s offer to purchase the goods identified on the front side hereof subject to the terms and conditions herein and are not an acceptance of any offer or terms which may have been submitted by Vendor. Vendor may accept this offer to purchase and shall be bound to supply the applicable goods in accordance with these Terms and Conditions either by acceptable electronic transmission, commencement of performance, or by any other statement, act or course of conduct which constitutes acceptance under applicable law.

Upon acceptance, these Terms and Conditions, together with the applicable Purchase Order comprises the sole and entire agreement (the “Agreement”) between NCC and Vendor (except for any additional warranties given by Vendor), superseding any and all previous or contemporaneous communications and negotiations. Conflicting, different or additional terms are expressly rejected and shall not become a part of this Agreement unless accepted in writing by NCC.  No course of dealing or usage of trade or actual course of performance shall be relevant to explain or supplement any terms used herein.

  1. MATERIAL SPECIFICATIONS. Vendor is responsible for understanding and complying with specifications for the goods identified on the front side hereof. A copy of such specifications is available upon request to the Buyer Contact at the email address listed on the Purchase Order prior to accepting this offer.
  2. The price for the goods covered by this Purchase Order shall be the price as shown for such good on the face of this Purchase Order.  No change will be accepted unless authorized in writing by NCC.  No additional charges of any kind or other extras will be allowed unless specifically authorized in writing by NCC.
  3. All time periods for payment, including those for any discount terms, will be computed from the date of delivery or the date of receipt of a correct invoice, whichever date is later.  Unless otherwise stated, payment shall be due net 30 days. All payments will be made in US dollars.
  4. Time is of the essence in the performance of this Purchase Order, and any delay in delivery shall constitute a material breach.  By accepting this Purchase Order, Vendor confirms that the Date Required is acceptable and that Vendor has received the necessary information (including specifications) required in order to deliver by the Date Required. In the event of delay, Vendor shall notify NCC immediately and shall specify the reasons therefor and the steps being taken to correct the problem and the new anticipated delivery schedule. NCC may, at its option and without liability, either (a) accept the new delivery schedule; (b) terminate the Agreement as to items not yet shipped or services not yet rendered and purchase substitute items or services elsewhere and charge Vendor with any loss incurred; or (c) exercise any of its other remedies set forth herein or provided in law or equity.

Unless otherwise agreed in writing, shipment of the goods shall be FOB origin from the point specified in this Purchase Order (under U.C.C. shipping terms). Vendor shall comply with all export and import laws of all countries involved in the sale of the goods and assume all responsibility for shipments of goods requiring any government import clearances. Title to the goods will pass to NCC upon delivery of the goods at the FOB point specified in this Purchase Order.

  1. INVOICING; TAXES. All packages, packing slips and invoices must be plainly marked with the Purchase Order number shown on the face of this Purchase Order, as well as the Ship To location shown on the face of this Purchase Order. Vendor shall state separately on the invoice the amount of state sales and/or use tax applicable to the sale of the items or services covered by this Purchase Order. Invoices in duplicate and shipping documents for each shipment on the order must be provided to NCC not later than one (1) day following shipment.  Goods received not covered by an invoice will be held at Vendor’s risk and expense.
  2. If requested, Vendor’s delivery must be accompanied by a certification that confirms the goods meet all applicable specifications.  NCC is entitled to inspect the goods after receipt and reject them for failure to conform to this Purchase Order or the specifications, regardless of whether or not: (i) any payment has been made by NCC; (ii) the nonconformity substantially impairs the value of the goods; and/or (iii) the nonconformity is curable.  If goods tendered pursuant to this Purchase Order are nonconforming, in addition to other applicable remedies, NCC may return all of the goods to Vendor, at Vendor’s expense, for first priority replacement or a refund at the election of NCC.
  3. CHANGES; CANCELLATIONS. NCC is entitled to change or cancel orders in part or whole at any time. Pricing shall be equitably adjusted to reflect a reasonable increase or decrease in incremental out-of-pocket costs due to changes.  The delivery schedule shall also be equitably adjusted.  Except for cancellations caused by default or delay of Vendor, Vendor shall be entitled to reimbursement for its actual cost incurred up to and including the date of cancellation, in accordance with recognized accounting principles.  Any claim for recovery or adjustment is waived unless made in writing within ten (10) days after receipt of NCC’s written change order or prior to delivery of the affected goods or services, whichever is earlier.  Such claims shall be subject to inspection, audit and approval of NCC. Vendor agrees to use its best efforts to mitigate costs and expenses relating to order changes and cancellations.

Notwithstanding anything to the contrary, NCC reserves the right to suspend or cancel shipments of the goods covered by this Agreement or terminate this order in its entirety, without any liability, in the event of strike, flood, fire, catastrophe, acts of God, or other contingencies beyond the reasonable control of NCC.

  1. Vendor warrants that the goods will be free from defects in materials, workmanship and design; merchantable; non-infringing; and will comply with the specifications, Vendor’s descriptions, industry standards and applicable laws. Vendor further warrants that Vendor will perform its obligations under the Purchase Order in a timely, workmanlike manner and in compliance with all applicable federal, state, and local statutes, rules and regulations.

Vendor recognizes that, unless otherwise noted, the goods purchased through this Agreement are intended for transportation to, delivery or use in the United States. If applicable, Vendor warrants that all goods delivered to NCC shall be appropriately packaged, labeled and shipped in the manner provided for in Titles 29 and 49 of the United States Code of Federal Regulations as amended through the date of shipment and comply with all other applicable laws, rules and regulations. If applicable, Vendor shall provide an accurate SDS and disclose all known hazards of the product to NCC prior to shipment.

This warranty shall apply to NCC and the users of the goods covered by this Purchase Order and shall not be deemed waived by NCC’s acceptance of or payment for the goods and/or services. In addition to other remedies that may be available to NCC, Vendor agrees to repair or replace, at Vendor’s cost and at NCC’s option, all goods found to be defective or with respect to which there has been a breach of the foregoing warranties, or to refund the purchase price paid by NCC. Transportation of replacement goods and return of nonconforming goods will be at Vendor’s expense.

  1. The parties recognize that in order to help Vendor perform its obligations under this Purchase Order, NCC may disclose to Vendor, whether in writing, orally, or through demonstration or observation, certain information about NCC’s operations, processes, products, procedures or customers that NCC does not want disclosed to anyone else without its consent (the “Confidential Information”). Vendor agrees (a) that it will not use the Confidential Information that it obtains for any purpose other than to perform its obligations under this Purchase Order, (b) that it will not disclose the Confidential Information to any person or organization other than Vendor’s employees and representatives who need such information for the purpose of fulfilling Vendor’s obligations under this Purchase Order, (c) to develop effective procedures for protecting the Confidential Information that it obtains, and to implement those procedures with the same degree of care that it uses in protecting its own confidential information; and (d) to immediately notify NCC if Vendor becomes aware of any improper use of or any improper disclosure of NCC’s Confidential Information. Vendor’s obligations hereunder shall survive termination of this Agreement.
  2. Vendor agrees to indemnify, defend and hold NCC (including its affiliates and joint venturers) and its (and their) employees, agents, directors and officers (each an “indemnitee”) harmless for claims, damage, loss and expenses (including reasonable attorneys’ fees), imposed upon, incurred by or asserted against the indemnitee that are caused by, are attributable to, result from or arise out of (a) defects in the goods supplied to NCC under this agreement (b) noncompliance with any specification or term of this Agreement or (c) acts or omissions of Vendor, its employees, agents, directors and officers in the performance of this Agreement. Vendor’s obligations hereunder shall survive termination of this Agreement. In any matter to which this Section applies, NCC shall have the right to select and retain counsel of its own choosing, all at Vendor’s expense, and to participate in the defense. Vendor shall not enter into any settlement without NCC’s or the applicable indemnitee’s prior written consent.
  3. This Agreement shall be governed by and interpreted in accordance with the laws (without giving effect to conflicts of law principles) of the State of Minnesota and all disputes arising in connection with it shall be exclusively resolved in Minneapolis, Minnesota. The parties agree that the UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
  4. The obligations stated herein may not be assigned or subcontracted by Vendor in whole or part without NCC’s written consent.
  5. In the event a provision of this Agreement is determined to be invalid, illegal or unenforceable, it will not affect the validity, legality or enforceability of any other provision of the Agreement and the parties agree that the remaining provisions will be deemed to be in full force and effect.