Purchase Order Terms and Conditions

Ricoh USA, Inc. Purchase Order Terms and Conditions

ACCEPTANCE OF THIS ORDER IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS SET FORTH HEREIN. BUYER OBJECTS TO THE INCLUSION OF ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS PROPOSED BY SELLER IN ITS ACCEPTANCE OF THIS OFFER AND IF THEY ARE INCLUDED IN SELLER’S ACCEPTANCE, A CONTRACT WILL RESULT CONTAINING ONLY THE TERMS CONTAINED HEREIN.

This order is subject to the following terms and conditions and by accepting (through delivery of Products and/or services or otherwise) the order, or any part thereof, Seller agrees to and accepts said terms and conditions.

1. This purchase order, including any attached schedules (collectively, this "Order"), is an offer to purchase and may be accepted by Seller either in writing or by any conduct which recognizes the existence of a contract including, without limitation, the delivery of any Products and/or services to Buyer. Any such acceptance is limited to the express terms of this Order. Buyer hereby objects to and rejects any proposal for additional or different terms or any attempt by Seller to vary any of the terms of this Order, and any such additional or different terms or variances shall be deemed material. Any such proposal or attempt by Seller that would materially change the description, quantity, price or delivery schedule of the goods shall constitute a rejection of this offer. Any other such proposal or attempt shall not operate as a rejection, but this offer shall be deemed accepted by Seller without regard thereto. This Order is Buyer's offer to Seller and does not constitute an acceptance by Buyer of any proposal or offer to sell, notwithstanding any reference thereto, except to the extent of the express terms contained in this Order, and Buyer hereby objects to and rejects any additional or different terms in such proposal or offer to sell and any such terms shall be deemed material.

2. This Order constitutes a complete and exclusive statement of the terms of the agreement between Buyer and Seller with respect to the subject matter hereof and supersedes all prior oral or written agreements, commitments or understandings with respect to such subject matter. No modification or recession of this Order shall be binding upon Buyer unless in writing and signed by Buyer. Buyer shall have the right to make changes at any time in available models, quantities, delivery schedules or methods of packaging or shipment. If such changes result in an increase or decrease in Seller’s cost or time requirements, an equitable written adjustment shall be made upon prompt notification to Buyer of Seller’s proposed adjustment.

3. If Buyer has notified Seller that this Order is a government subcontract, Seller agrees to comply with the Seller’s policies governing such Orders.

4. Seller expressly warrants that it shall deliver good and marketable title to all goods furnished pursuant to this Order, and that all goods or services furnished pursuant to this Order (the "Products") (1) will be of good quality and workmanship and free from all defects (latent and patent); (2) will conform to all specifications and descriptions furnished or specified by Buyer; (3) will conform to any samples and to any statements made on the containers, labels, sales literature or advertisements for such Products; (4) will be adequately contained, packaged, marked and labeled; (5) will be merchantable and will be safe and appropriate for the purpose for which goods or services of that kind are normally used; and (6) if Seller knows or has reason to know the particular purpose for which Buyer intends to use the Products, will be fit for such particular purpose. None of the foregoing warranties or the remedies available to Buyer for the breach thereof may be limited unless and except to the extent specifically agreed upon by Buyer in a separate agreement signed by Buyer. Seller's obligations under these warranties shall survive and be unaffected by any inspection, testing, acceptance and use. These warranties shall run to Buyer, to its successors, assigns and customers, and to users of products sold by Buyer. Seller agrees to promptly replace or repair any Product not conforming to this Order or to the aforesaid warranties ("nonconforming"), without any expense (including transportation expense) to Buyer. In the event of Seller's failure promptly to repair or replace such nonconforming Product, Buyer, after reasonable notice to Seller, may repair or replace such Product and charge Seller for all costs incurred by Buyer in doing so.

5. Payment for any Product delivered hereunder shall not constitute acceptance thereof. All Products shall be received subject to Buyer's rights to inspect them at any reasonable time and place and in any reasonable manner and to reject (including revocation of its earlier acceptance), any or all of such Products which are, in Buyer's sole judgment, nonconforming. Buyer shall not be obligated, however, to test or reject any Product, and Buyer's inspection of, or failure to inspect or reject, any Product shall not affect any rights of Buyer under this Order and (whether or not it has cancelled the Order) Buyer may recover so much of the price as has been paid and may charge Seller all expenses of inspection and return, including unpacking, examining and re- packing. Seller shall not replace rejected Products without the written consent of Buyer.

6. Seller agrees to accept Buyer payment terms of net forty five (45) days from date of invoice unless other terms are contractually agreed to between the parties.

7. Seller represents and warrants that the prices and payment terms under this Order are not less favorable to Buyer than those currently extended to any other customer for the same or substantially similar products in similar quantities. If Seller reduces its prices for any Product before this Order is completed, Seller shall reduce the prices under this Order accordingly. Such prices under this Order are inclusive, and no additional charges of any type (including but not limited to charges for labeling, packing, transportation, storage, custom duties, insurance or taxes) shall be added unless otherwise expressly specified in this Order or authorized in writing by Buyer.

8. All Products shall be suitably prepared and packed for shipment, and Seller shall mark the number of this Order on each container and enclose a packing slip with such number in each container. Seller shall mail invoices in duplicate and shipping documents to Buyer for each shipment on the day such shipment is made. If, in order to comply with the required delivery date, Seller must ship by a more expensive way than that specified herein, Seller shall pay for any increased transportation costs resulting therefrom (unless the necessity for such shipment change has been caused by Buyer).

9. Time is of the essence of this Order. Failure to complete delivery of items or rendering of services by the time promised shall constitute sufficient cause for termination.

10. Seller assumes all risk of loss of or damage to the Products (or any part thereof) prior to the acceptance thereof (and following any revocation of such acceptance) by Buyer.

11. Seller shall treat all information furnished by Buyer in connection with this Order to be confidential and shall not disclose or use any such information for any purpose other than performance under this Order without the express written permission of Buyer. For purposes of this Section, "information” includes but is not limited to parts, equipment, tools, drawings, specifications, instructions or other documents. Upon completion or termination of this Order, Seller shall return any such written information to Buyer. Seller shall not disclose the fact that Buyer has contracted to purchase goods from Seller, nor any information relating to the Order, without Buyer's written permission.

12. Seller shall, at its own expense, defend any suit, action or other claim against Buyer and/or Buyer's successors, assigns, customers and/or licensees for alleged infringement of any United States and/or foreign patent, trademark, copyright and/or other property right arising from the sale or use of any Product, and Buyer may be represented by and actively participate through its own counsel in any such suit or proceedings. Seller shall indemnify and hold harmless Buyer and such other parties from any damages, liabilities, claims, royalties, losses or expenses (including attorneys fees) arising there from.

13. In the event that Seller's obligations hereunder require performance of services (including but not limited to delivery, installation, maintenance or repair) by Seller's employees or subcontractors on the property of Buyer or Buyer's customers, Seller agrees that all such services shall be on an independent contractor basis and that the persons performing such services shall not be considered employees of Buyer. Seller shall maintain all necessary and adequate insurance coverage thereon, including public liability and Worker's Compensation insurance (at the limits identified by Buyer’s customer, if applicable, which shall be communicated to the Seller), comply with any facility access requirements imposed upon Buyer by its customer and shall indemnify Buyer against any and all damages and costs (including attorneys' fees) arising out of the performance of such services. Seller shall also carry adequate property and liability insurance on all Products on which Seller bears the risk of loss, as provided in this Order.

14. Seller shall defend, indemnify and hold harmless Buyer against any and all damages, claims and costs (including attorneys' fees) relating to personal injury or property damage arising out of or resulting in any way from any defective or nonconforming Product or from any act or omission of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Seller.

15. Buyer may delay delivery of all or any part of a Product without cause and at any time. At Buyer's request, Seller shall hold such Product and shall deliver it only at Buyer's direction. In such event, Buyer shall reimburse Seller for Seller's reasonable additional costs incurred as a direct result of such delay.

16. In addition to any other provisions for termination hereunder, Buyer may terminate all or any part of this Order without cause and at any time by written notice to Seller. In the event of such termination, Seller shall immediately stop, and cause its suppliers and/or subcontractors to stop, all work and deliveries under this Order, and Buyer shall pay to Seller a percentage of the total Order price reflecting the percentage of the Order completed prior to cancellation plus Seller's reasonable actual costs directly resulting from cancellation. Seller shall not be paid for any work done or deliveries initiated after receipt of the notice of termination, nor for any costs incurred by Seller or by Seller's suppliers and/or subcontractors which could reasonably have been avoided.

17. Buyer may terminate this Order or any part hereof for cause in the event of any failure by Seller to comply with any of the terms and conditions of this Order and may purchase goods and/or services to substitute for Products not delivered and accepted hereunder prior to such termination. In the event of termination for cause, and in addition to its other rights under this Order and applicable law, Buyer shall not be liable to Seller for any amount, and Seller shall be liable to Buyer for any and all payments previously made to Seller pursuant to this Order (or the terminated part thereof) and damages (including incidental and consequential damages) sustained and costs incurred by reason of such termination.

18. All tools, equipment, material, documents, drawings and any other items purchased by, furnished by, charged to or paid for by Buyer ("Buyer's Property") in the possession of Seller shall be and remain the property of Buyer. Buyer's Property shall be plainly marked as such and Seller shall, at its own expense, maintains all Buyers’ Property in good condition and repair and adequately insured and shall indemnify Buyer for all loss or damage thereto. Seller shall not use Buyer's Property except in filling Buyer's orders and shall comply promptly with all disposal and shipping instructions furnished by Buyer with respect thereto.

19. All claims by Seller for payment due or to become due from Buyer shall be subject to deduction or setoff by Buyer by reason of any claim arising out of this or any other transaction between Buyer and Seller.

20. Buyer shall not be liable for any delay in or failure of delivery or acceptance, or any other impairment of its performance under this Order, in whole or in part caused by the occurrence of any contingency beyond its control, including without limitation war, riot, governmental action, strikes or other labor trouble, fire, accident or unusually severe weather, except that Buyer shall be responsible for Seller's direct additional costs in holding the Product or delaying performance under this Order at Buyer's request.

21. No part of this Order may be assigned or subcontracted without the prior written consent of Buyer.

22. Neither party's waiver of a breach of or a default under any of the provisions of this Order, nor its failure, on one or more occasions, to enforce any of the provisions of this Order or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default, or as a waiver of any of such provisions, rights, or privileges hereunder.

23. In no event shall Buyer be liable for anticipated profits or for incidental or consequential damages. Buyer's liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this Order or from the performance or breach thereof shall in no case exceed the price allocable to the Product which gives rise to the claim. Buyer shall not be liable for penalties of any description.

24. The obligations hereunder which by their terms might apply after the completion or termination of this Order (including but not limited to Sections 4, 5, 11, 12, 13, 14, 16 and 17) shall survive such completion or termination.

25. The validity, construction, and interpretation of this Order and any other documents relating to the sale of the Products, and the rights and duties of the parties hereunder, shall be governed by the laws of the Commonwealth of Pennsylvania (excluding the choice of law rules thereof).

26. The Seller warrants that all material(s), articles or services furnished under the order shall have been manufactured and shipped or performed in compliance with all local, State and Federal laws and regulations.

27. By acceptance of the order, the Seller warrants that all material(s) supplied and all services rendered hereunder have been produced in compliance with all requirements of the Fair Labor Standards Act of 1938, as amended.

28. The seller agrees to pay all local, State, and Federal taxes that may be imposed by law upon or on count of the sale of materials or articles or services shown on the order, unless otherwise arranged. Any tax that is not included in the price shown on the order shall be called to the Buyer's attention, and if acceptable to the Buyer, such tax shall be shown separately on Seller's invoice.

29. If seller shall become insolvent or shall make an assignment for the benefit of creditors, or if a receiver or trustee shall be appointed of or for any of Seller's property or business, the order may forthwith be cancelled, at Buyer's option, without liability.

30. Ricoh requires all of its product and/or service providers to provide Status Verification Interface Number (SVI Number) or a copy of your C-TPAT certificate on an annual basis. Any changes in status must be notified to Ricoh within 10 days of the change applied. If you are a provider outside the U.S.A., a written confirmation on your company letterhead to Ricoh stating that it understands and has adopted all minimum C-TPAT requirements, must accompany this signed agreement.

31. Federal Contractor Requirements: Ricoh is a federal government contractor and, as such, the provisions of 41 CFR § 60-1.4(a) are, if applicable, incorporated by reference. In addition, this contractor and subcontractor shall abide by the requirements of 41 CFR § 60-300.5(a) and 41 CFR § 60-741.5(a). These regulations prohibit, respectively, discrimination against qualified protected veterans and qualified individuals on the basis of disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and qualified individuals with disabilities.

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