Supplier Terms and Conditions

Follett LLC Standard Terms and Conditions of Purchase

Modifications/conflict of terms:

Terms and conditions may not be added or modified without prior written consent of Follett LLC Prior courses of dealing, trade usage and verbal agreements shall not be binding on Follett LLC unless agreed to in writing. Any terms in Seller’s invoices, statements, acknowledgement forms or similar documents which are inconsistent with these terms shall have no force or effect.

PURCHASE ORDER ACCEPTANCE:

Follett LLC shall be bound by this order only if Seller signs and returns the acknowledgement copy of the order.

Seller shall be bound by the order if:

  1. A signed order acknowledgement from Seller is received by Follett LLC
  2. Seller notifies Follett LLC that performance under this order has commenced or will commence.
  3. Any other indication of acceptance from Seller is received.
  4. Delivery to Follett LLC commences for any of the goods or services on the order.

Seller shall be bound by any representations made by any of its agents, employees or sales representatives, with respect to specifications, quantity, price or conditions of delivery.

DELIVERY:

Time is of the essence for this order. If deliveries are not made by the due dates on the front of this order, Follett LLC may cancel the order without penalty or liability. Follett LLC will not accept deliveries earlier than 10 days prior to the due dates on the front of this order. Unless otherwise specified on the front of this order, delivery shall be F.O.B. destination.

Follett LLC may delay delivery or acceptance of goods for reasons beyond its control. Seller shall hold such goods at the direction of Follett LLC until the cause of the delay has been removed.

Seller shall provide proof of delivery upon Follett LLC’s request. All goods shall be shipped via the transportation method specified on the order. If not specified, Seller shall route goods in order to obtain the lowest available freight carrier costs, while still meeting Follett LLC’s required delivery date. Seller shall notify Follett LLC if a lower cost freight carrier than that specified on the order is available which can meet the required delivery date.

If a more expensive shipping method is needed to meet Follett LLC’s specified delivery date, the increased cost shall be paid by the Seller. Seller agrees that Follett LLC shall not be liable for payment of goods received in excess of quantities ordered and scheduled, unless specific overshipment provisions are agreed to in writing.

PRODUCT CHANGES:

Seller agrees to not make any changes in the specified goods or services without prior written consent of Follett LLC. Follett LLC shall not be liable for payment for goods which are subsequently discovered to deviate from drawings, specifications, quality or other requirements listed on the front of the order. Seller agrees to notify Follett LLC in advance of delivery, of any changes in the specifications, material, properties or manufacturing methods for goods ordered, regardless if such change is covered in Follett LLC’s specification. Follett LLC shall have the right to reject and take credit for goods which violate this requirement. Follett LLC may at any time make written changes to this order. If such changes cause a change in the cost of goods ordered or in the time required for performance, an equitable adjustment will be made in the contract price and/or delivery schedule.

QUALITY, WARRANTY, INSPECTION:

Seller agrees to take all necessary steps to insure that product delivered under this order is defect-free. In addition to Seller’s customary warranties and other warranties contained herein or implied in fact or by law, Seller warrants that the goods delivered will conform to specifications, drawings, samples or other descriptions furnished or specified by Follett LLC; will be merchantable, of high quality and free from defects in design, material and workmanship. If Seller knows or has reason to know the particular purpose for which Follett LLC intends to use the goods, Seller warrants that such goods will be fit for such particular purpose. All goods delivered to Follett LLC shall be subject to inspection at any time. Inspection, test, acceptance, payment or use of the goods furnished hereunder shall not reduce the Seller’s warranty obligation. Seller’s warranties shall not be limited in any way by Buyer’s extending expressed or implied warranties to its successors, assigns or customers. Non-conforming goods may be rejected without prejudice to any other rights Follett LLC may have by reason of such non-conformance. Rejected goods may be returned to Seller at Follett LLC’s discretion, and Seller shall be responsible for reasonable costs associated with its inspection, repackaging, storage and inbound and return freight. If so instructed by Follett LLC, Seller agrees to repair or replace rejected goods in accordance with Follett LLC’s required date. Seller agrees to be held liable for Follett LLC’s expenses and losses caused by the non-availability of goods due to such rejection. If Follett LLC accepts goods which do not conform to specifications, it may at its discretion rework same and charge back to the Seller at the prevailing hourly rate.

CANCELLATION:

Follett LLC may cancel this order at any time prior to completion of all scheduled deliveries, and may be liable for that portion of Seller’s unrecoverable costs properly allocable to the canceled goods.

Follett LLC shall not be liable for cancellation of goods manufactured in
advance of Buyer’s firm scheduled dates.

Follett LLC reserves the right to cancel this order without obligation if Seller takes or becomes subject to any proceeding based on insolvency or reorganization.

INDEMINITY:

Seller will defend, indemnify and hold Follett LLC harmless from and against all costs, fees, damages and liabilities resulting from:

  1. Actual or alleged infringement of any patents, trademarks, copyrights, trade secrets, proprietary right or license.
  2. Complaints, claims or legal actions alleging damage or injury resulting from the purchase, sale or use of the goods described herein. In the event that Seller’s employees or persons contracted by Seller perform services on Follett LLC’s property, Seller agrees that such persons are working as independent contractor and not as employees of Follett LLC Seller certifies that adequate insurance is maintained for such work, and agrees to indemnify and save harmless and defend Follett LLC from any and all claims or liabilities arising out of work covered by this paragraph.

CONFIDENTIALITY:

Seller agrees to consider all information and documents furnished by Follett LLC to be confidential, and shall not disclose any such information or use such information for any other purpose other than performing the contract.

PROPERTY OF FOLLETT LLC:

All machinery, equipment, designs, tools, dies, jigs, patterns or other materials furnished to Seller, or manufactured or acquired by Seller for purpose of this and/or subsequent order(s), or paid for by Follett LLC, shall remain the property of Follett LLC, and be used in filling its orders only. All Follett LLC’s property, while in Seller’s custody or control, will be held and operated at Seller’s risk, and will be kept insured at Seller’s expense at replacement cost, payable to Follett LLC. Upon request, Seller agrees to return Follett LLC’s property in the same condition as originally received by Seller, reasonable wear and tear excepted, and to supply detailed statements of inventory of such property upon request.

AFFIRMATIVE ACTION NOTICE:

Vendors and subcontractors are notified that they may be subject to the provisions of 29 CFR Part 470, 41 CFR Section 60-1.4(c), 41 CFR Section 60-250.4 and/or Section 60-300.5, and 41 CFR Section 60-741.5 with respect to affirmative action program and plan requirements.

GENERAL:

Follett LLC may deduct damages for breach of any provision of the contract from the amount due Seller on any invoice, regardless of whether the deduction and the invoice are unrelated to the same transaction.

This contract shall be deemed to have been made at Easton, PA and governed by the laws of the Commonwealth of Pennsylvania. Seller hereby agrees to the jurisdiction of any state or federal court within Northampton County, PA.

April 11, 2001