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Standard Purchase Order Terms and Conditions

1. Acceptance of Purchase Order. This Purchase Order applies to all purchases of goods and/or services by Sentry from the vendor of such goods and/or services ("Vendor"), and is expressly conditioned on Vendor's acceptance of these terms and conditions. By accepting this Purchase Order in any manner, shipping goods or providing services in response to this Purchase Order, Vendor's submission of a proposal in response to any Sentry Request for Information, Request for Quotes or Request for Proposal, or Vendor's participation in a reverse auction event posted by Sentry, Vendor is agreeing to all terms and conditions contained herein. Sentry hereby objects to any additional or different terms or conditions proposed by Vendor, whether or not contained in any Vendor acknowledgment, invoice, or other business form. Any such additional or different terms and conditions shall be void and of no effect, notwithstanding Sentry's receipt of goods or payment therefor, unless specifically agreed to by Sentry in writing. This Purchase Order incorporates any prior specification, sample, or description of the goods provided by Vendor. Vendor acknowledges that this Purchase Order may be legally transmitted electronically in accordance with the Uniform Electronic Transactions Act (UETA) signed into law in Wisconsin in April of 2004.
2. Shipment. All goods shall be shipped F.O.B. Sentry-designated destination, notwithstanding any contrary designation on any business forms of Vendor or shipping documents related to the goods, and notwithstanding that Sentry may designate the carrier(s) for any shipment(s) relating to this Purchase Order. Vendor shall be responsible for all loss of or damage to goods in transit, including damage which may not be apparent at time of delivery. Title to the ordered goods shall not pass to Sentry until delivery of such goods to the designated destination. No partial shipments will be accepted unless previously authorized by Sentry.
3. Packing List. A packing list must be included for each shipment, giving description of the material, quantity and purchase order number. Sentry count shall be accepted as final on all shipments not accompanied by a packing list. All packages must bear Sentry's order number. All cartons and bills of lading must be marked with complete shipping address, with Vendor's name on the outside of all packages. All shipments must be packed, marked and described on Bill of Lading as to obtain the lowest applicable rate, except when otherwise specified by Sentry.
4. Deliveries. Time is of the essence. If any part of this Purchase Order is not delivered to the "ship to" address indicated on the face hereof on or before the dates specified, Sentry may cancel all or any part of this Purchase Order without liability and may return to Vendor, at Vendor's expense, any goods previously delivered in connection with this Purchase Order. If shipment by express becomes necessary in order to fulfill Vendor's delivery obligation, Vendor shall be responsible for express charges. In addition, Sentry may reject and return to Vendor, at Vendor's expense, goods delivered in excess of the quantity ordered. Sentry reserves the right to reschedule or postpone deliveries pertaining to this Purchase Order at any time, without liability. Damage to any goods not packaged to insure proper protection, will be charged to Vendor or returned at Vendor's expense. All expense of unpacking, examining, re-packing, storing and reshipping any goods rejected as aforesaid shall be at Vendor's expense. Unless expressly agreed, reworked, rebuilt or refurbished goods shall not be furnished hereunder.
5. Inspection, Rejection and Revocation of Acceptance. All goods received shall be subject to inspection by Sentry within a reasonable time after delivery, and Sentry's payment for goods shall not constitute acceptance by Sentry of such goods nor impair Sentry's rights to inspect or any of its remedies. Sentry may reject any defective goods, including goods not in accordance with all applicable specifications or samples provided to Vendor, and may return, at Vendor's expense, part or all of any such defective goods, or may hold such goods pending Vendor's instructions at Vendor's expense and risk. If Vendor fails to give any such instructions within 30 days, Sentry may destroy the defective goods. No replacement of goods shall be made by Vendor unless specified by Sentry.
6. Payment Terms. Prices invoiced by Vendor shall not be higher than those last charged or quoted in any writing provided to and accepted by Sentry. Payment terms shall be 2%, 10 days net 30 days unless otherwise agreed to in writing by the parties. Vendor agrees that Sentry shall receive benefit of any reduction in price of goods or services covered by this Purchase Order which is effective on or before date of delivery. All calculations will be from the date a proper invoice is received by Sentry.
7. Taxes. Vendor agrees to assume exclusive liability under all laws that impose taxes or other assessments on the manufacture or sale of the goods to be furnished hereunder or any component part thereof, or on any process or labor involved therein, or on any services to be rendered by Vendor, and to pay any and all such taxes, except those Sentry specifically is by law required to pay. Any taxes to be paid by Sentry shall be separately stated on the applicable invoice. Invoices shall not include any taxes for which Vendor can obtain, or Sentry can furnish, an exemption from such taxes. In the event it is determined that any charge or tax paid by Sentry was not required to be paid, Vendor will make prompt application for the refund thereof and will promptly remit to Sentry any such refund received by Vendor.
8. No Other Charges. Unless otherwise agreed to in writing by Sentry, Sentry shall not be responsible for additional charges of any kind, including charges for boxing, packing, crating, loading, unloading or cartage of the goods or premium transportation.
9. Warranties. Vendor warrants that Vendor has good and marketable title to goods subject to this Purchase Order, and further warrants that all goods covered by this Purchase Order shall: (a) be delivered to Sentry free and clear of any liens, claims or encumbrances; (b) be free from defects in design, materials and workmanship, and not be dangerous or in any way present an unreasonable risk to the users thereof; (c) be merchantable and fit for the usual, ordinary and customary purposes for which they generally are used; (d) be fit for the particular purposes and uses for which they are intended; and (e) comply in all respects with all specifications, samples or other descriptions furnished to Vendor. The foregoing warranties shall be in addition to any express warranties extended by Vendor or any other warranties implied by law. In addition, Vendor incorporates by reference and passes on to Sentry the benefits of all warranties given to Vendor by persons from whom Vendor purchased any of the goods.
10. Compliance With Laws. Without limiting the generality of the provisions of Section 9 hereof, Vendor further represents and warrants that all goods and services furnished hereunder, including the production, sale, packaging, labeling, safety, testing, importation, and transportation thereof, and all representations, claims, advertising, prices, allowances, discounts or other benefits made, offered or authorized by Vendor, shall at all times comply with all requirements of any and all applicable federal, state and local governmental laws, ordinances and regulations, as amended from time to time ("Applicable Laws"), including, without limitation, the Fair Labor Standards Act of 1938, the Flammable Fabrics Act, the Federal Hazardous Substance Labeling Act, the Magnuson-Moss Warranty Act, Presidential Executive Purchase Order No. 11246 and section VII of the Civil Rights Act of 1964. Vendor hereby further warrants and guarantees that, where applicable, reasonable and representative tests or studies as prescribed by the Consumer Product Safety Commission, the Federal Trade Commission, the Food and Drug Administration or other governmental authorities have been performed, or will be performed before delivery, which show that the goods shipped hereunder at the time of their shipment or delivery to Sentry, conform to the standards, rules or regulations applicable thereto. Vendor agrees to supply to Sentry at any time, including after fulfillment of this Purchase Order, such information and records regarding Vendor and/or the goods or services covered by this Purchase Order as are reasonably required by Sentry to comply with Applicable Laws, and Sentry agrees to hold any such information and records confidential to the same extent as Vendor is required to hold Sentry information confidential as set forth in the first sentence of Paragraph 10 hereof.
11. Indemnification. Vendor agrees to indemnify and hold harmless Sentry and all parent, subsidiary and affiliated corporations, and their respective employees and agents from and against any and all claims, liabilities, damages, losses, costs and other expenses (including attorneys' fees), which relate to or arise out of any claim for the following: (a) death, illness or injury to any person or damage to any property, (b) violation by Vendor or of the goods and/or services of any Applicable Laws, including payment of interest and penalties, (c) trademark, copyright or patent infringement, or infringement of any other proprietary right, including rights or publicity or privacy, or (d) any alleged breach by Vendor of any representations, warranties or covenants contained herein; in each case to the extent such claims results or is alleged to have resulted from any act or omission, negligent or otherwise, of Vendor or any of its employees, agents or subcontractors, in the furnishing of goods or in the performance of services hereunder, or from any goods or services sold by Vendor or from their use or consumption, or from the presence of Vendor's employees or agents on Sentry's premises (regardless of whether the asserted theory of liability is strict liability, negligence, or any other legal or equitable theory). Vendor hereby agrees that, in addition to any other of Sentry's remedies, any money due to Vendor from Sentry may be retained by Sentry until all such claims or suits have been settled and evidence to that effect is furnished to the satisfaction of Sentry. This indemnity shall survive the delivery of goods or performance of services hereunder. Upon request, Vendor shall furnish Sentry with evidence proving that Vendor is adequately insured against the risks specified above. The foregoing indemnification extends not only to third-party claims but also to any loss directly suffered by Sentry. If Vendor does not have Workers' Compensation or Employer' Liability Insurance, Vendor shall indemnify Sentry against all damages sustained by Sentry resulting from Vendors' failure to have such insurance.
12. Force Majeure. Sentry shall have the right to cancel this Purchase Order in whole or in part, without liability, to Vendor in the event of discontinuance of or substantial interference with Sentry's business, by reason of fire, flood, earthquake, strike, act of God, embargo, governmental regulation, or other causes beyond the control of Sentry.
13. Confidentiality. Vendor shall not disclose to any person outside of its employ, or use for any purpose other than to fulfill its obligations under this Purchase Order, any information received from Sentry pursuant to this Purchase Order or otherwise (including as contemplated by Paragraph 14 below), except such information which is (a) otherwise publicly available, (b) is publicly disclosed by Sentry subsequent to Vendor's receipt of such information, (c) is rightfully received by Vendor from a third party not under a duty of confidentiality to Sentry and (d) required to be disclosed by court order or pursuant to Applicable Laws; provided Vendor (i) gives prompt notice of the requirement to Sentry and (ii) makes disclosure only as specifically required by such order or Applicable Law. Also, except as required pursuant to the last sentence of Paragraph 10 hereof, Vendor shall not disclose to Sentry any information which Vendor deems to be confidential, and it is understood that, other than such exception, any information received by Sentry, including all manuals, drawings and documents, will not be of a confidential nature or restrict in any manner, the use of such information by Sentry. Vendor agrees that any legend or other notice on any information supplied by Vendor, which is inconsistent with the provisions of this Paragraph, does not create any obligation on the part of Sentry.
14. Drawings, Blueprints, etc. All drawings, blueprints, specifications and other materials provided to Vendor from Sentry are the sole property of Sentry and are considered confidential. Vendor agrees that all such items and material will be used only to manufacture and supply goods or provide services to Sentry, and that such material will be returned to Sentry upon completion of this or other applicable Purchase Order(s) or at any time upon Sentry's demand.
15. Remedies. In addition to any other remedies provided in this Purchase Order or arising by operation of law, any costs or expenses incurred by Sentry as a result of Vendor's noncompliance with the terms and conditions hereof or from Sentry's exercise of its rights hereunder including, but not limited to, charges for freight, storage, repacking, loading and unloading, may be deducted by Sentry from any present or future Vendor invoices or otherwise recovered from Vendor. In addition, all claims for money due or to become due from Sentry shall be subject to deduction by Sentry for any set-off or counterclaim arising out of this or any other of Sentry's Purchase Orders with Vendor. No remedy provided in this Purchase Order shall be deemed exclusive of any other remedy allowed by law. If either party employs attorneys to enforce any rights arising out of or relating to this Purchase Order in any suit or other action to enforce any right or remedy under this Purchase Order, the party which prevails or substantially prevails in such suit or action shall be entitled to recover reasonable attorneys' fees and costs.
16. No Use of Sentry Name. Vendor shall not, without first obtaining the written consent of Sentry, in any manner advertise, publish, or otherwise disclose the fact that Vendor has furnished, or contracted to furnish, to Sentry the goods and/or services ordered hereunder.
17. Applicable Law and Venue. This Purchase Order shall be interpreted in accordance with the laws of the State of Wisconsin without regard to conflicts of law principles. Venue in any lawsuit arising out of this Purchase Order shall lie exclusively in state and federal courts in the state of Wisconsin. Vendor irrevocably waives to the fullest extent permitted by applicable law (a) any objection it may have to the laying of venue in the applicable court referred to above and (b) any claim that any such action or proceeding has been brought in an inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods is excluded.
18. Entire Agreement. This Purchase Order contains the entire agreement between the parties relating to transaction contemplated hereby, and no conflicting prior negotiations, correspondence, conversations, prior or present course of dealing, usage of trade of course of performance shall be deemed in any way to affect the specific term and conditions hereof.
19. Miscellaneous. With respect to goods returned to Vendor for whatever reason, Vendor shall expeditiously authorize, and cooperate in arranging, for the return of said goods. Vendor shall not subcontract, delegate or assign its obligations under this Purchase Order without the written consent of Sentry (parts and material normally purchased by Vendor or required by this Purchase Order shall not be construed as subcontracts or delegations). Descriptive headings are for convenience only and are not a part of this Purchase Order. If any provision contained in this Purchase Order shall be determined to be unenforceable or prohibited by law, then such provision shall be void and the remaining provisions shall not be affected or impaired thereby. Any waiver of a term or provision of this Purchase Order must be in writing to be effective, No waiver of any term, provision or condition hereof shall be deemed to constitute a waiver of any other term, provision or condition of this Purchase Order, or a waiver of the same or of any other term, provision or condition with regard to subsequent transactions or subsequent parts of the same transaction, including without limitation, subsequent shipments under this Purchase Order.
If this Purchase Order relates to printed items and/or printing-related services, the following provisions shall apply in addition to the terms and conditions above.
20. Accuracy of Specifications. Vendor's quotations are based on the accuracy of any Sentry provided specifications. Vendor can re-quote a job at time of submission if copy, film, tapes, disks, or other input materials do not materially conform to the information on which the original quotation was based.
21. Sentry-Furnished Materials. Materials furnished by Sentry or its representative are verified by delivery tickets. Vendor bears no responsibility for discrepancies between delivery tickets and actual counts. Sentry-supplied paper must be delivered according to specifications furnished by Vendor. These specifications will include correct weight, thickness, pick resistance, and other technical requirements. Artwork, film, color separations, special dies, tapes, disks, or other materials furnished by Sentry must be usable by Vendor without alteration or repair.
22. Over-runs or Under-runs. Over-runs or under-runs will not exceed the percentage agreed upon by the parties. Vendor will bill for actual quantity delivered within this tolerance. If Sentry requires a guaranteed quantity, the percentage of tolerance will be stated at the time of quotation.
23. Proofs. Vendor will submit prepress proofs along with original copy for Sentry's review and approval. Corrections will be returned to Vendor on a "master set" marked "OK," "OK With Corrections," or "Revised Proof Required" and signed by Sentry. Until the master set is received, no additional work will be performed. Press proofs will not be furnished unless they have been required in writing in Vendor's quotation.
24. Color Proofing. A color proof is used to simulate how the printed piece will look. Because of differences in equipment, paper, inks, and other conditions between color proofing and production pressroom operations, a reasonable variation in color between color proofs and the completed job is to be expected.
25. Production Schedules. Production schedules will be established and followed by both Sentry and Vendor.
26. Storage. Vendor will retain intermediate materials until the related end product has been accepted by Sentry. If requested by Sentry, intermediate materials will be stored for an additional period for additional charge.
27. Electronic Manuscript or Image. It is Sentry's responsibility to maintain a copy of the original file. Until digital input can be evaluated by Vendor, no claims or promises are made about Vendor's ability to work with jobs submitted in digital format, and no liability is assumed for problems that may arise.
28. Sentry Warranties. Sentry warrants that (a) the subject matter to be printed is not copyrighted by a third party or Sentry otherwise has permission or the right to have the subject matter printed, (b) no copyright notice has been removed from any material used in preparing the subject matter for reproduction and (c) the subject matter to be printed does not contain anything that is libelous or scandalous, or anything that threatens anyone's right to privacy or other personal rights. Sentry acknowledges that Vendor shall have the right in the exercise of its reasonable judgment to print anything it deems illegal, libelous, scandalous, improper, or infringing upon another's intellectual property rights.