Purchase Orders Terms and Conditions

Dynamic RatingsPurchase Orders Terms and Conditions

Purchase Order Terms and Conditions

Dynamic Ratings Inc · Revision date: December 6, 2022

These terms and conditions apply to every Purchase Order issued by Dynamic Ratings Inc. By fulfilling, shipping or delivering Goods, the Seller agrees to be bound by them.

1. Definitions

a. Buyer — Dynamic Ratings Inc, Buyer of Goods as shown in the accompanying Purchase Order.

b. Seller — Seller of Goods as shown in the accompanying Purchase Order. Seller also includes all of Seller’s affiliates and subsidiaries (“Associates”). Seller also must bind all employees and Associates to perform in accordance with these terms and conditions.

c. Purchase Order — The accompanying Purchase Order and these terms and conditions and any Buyer approved attachments in writing.

d. Goods — Any Goods described in the Purchase Order from the Buyer.

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2. Agreement

The Buyer hereby retains the Seller described in the Purchase Order to supply the Goods described in the Purchase Order. By fulfilling, shipping or delivering the Goods, the Seller agrees to be bound by the Purchase Order. Seller agrees that this Purchase Order is the entire agreement between the Buyer and Seller unless a separate written agreement is approved and signed by the Buyer and Seller. A Seller may not override these terms by any type of order acknowledgment unless mutually agreed to in writing and signed by both the Buyer and Seller. If the Purchase Order is not acceptable to the Seller, the Seller must reject the Purchase Order or negotiate new terms with the Seller. This Purchase Order is the entire agreement between Buyer and Seller and replaces all other verbal, written, electronic or emailed conversations between Buyer and Seller.

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3. Third Party

Nothing in the Purchase Order shall prevent Buyer from obtaining the Goods from itself or any other third party or from ceasing to use Seller to provide Goods at all.

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4. Acknowledgement

Seller may accept the Purchase Order in writing, email, fax or other form. To accept the Purchase Order, the Seller shall acknowledge the Purchase Order in writing. In the event that Seller sends any type of Order acknowledgement, initiates any action related to the Purchase Order, makes full or partial shipment or accepts any payment or portion therefore, this constitutes acceptance of the Purchase Order.

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5. Price

The price for the Products shall be in accordance with the Purchase Order requirements. Reasonable and customary charges for shipping shall be in accordance with shipping terms on the Purchase Order. Buyer reserves the right to rejects any shipping charges it finds unreasonable. Buyer reserves the right to reject any charges not in accordance with the Purchase Order.

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6. Invoice

Seller shall invoice Buyer only after Goods are received by the Buyer. Payment terms shall be net 45 days from time of receipts of said Goods unless otherwise mutually agreed to in writing. Buyer may dispute invoice amounts in good faith and the parties shall work in good faith to resolve any such billing disputes. Payment by Buyer shall not result in a waiver of its rights under this Purchase Order.

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7. Delivery

Seller shall be responsible for packaging, loading and shipping the Goods in accordance with any packaging specifications, shipping methods and other related requirements documented in this Purchase Order or otherwise communicated in writing to Seller by the Buyer. If no such specifications, methods or requirements are specified, Seller shall be responsible for packaging, loading and shipping the Goods in a manner sufficient to prevent damage and loss to the Goods during shipment. Unless otherwise agreed to in writing by the Buyer, Seller shall be responsible for freight and delivery to the destination specified on the Purchase Order that is above reasonable and customary charges. Seller shall bear all risks of loss and damage to the Goods until final delivery at the customer site on the Purchase Order and acceptance or rejection by the Buyer.

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8. Customs

For shipment of Goods imported into the United States, Seller shall promptly provide Buyer with a commercial invoice that includes the information required by 19 CFR 141.86. Seller shall remain fully responsible for its compliance obligations under this Purchase Order. Seller shall be responsible for any and all customs and duties charges. Seller shall own Goods until Goods are delivered to Buyer at Buyer’s specified location on the Purchase Order.

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9. Cancellation

Goods shall be delivered in accordance with the delivery date or delivery schedule, if any, specified by the Buyer. Seller shall promptly notify Buyer in writing if it appears it will miss the delivery date and Seller must estimate a new date. If requested by Buyer, Seller shall delay shipment of Goods and any added cost will be borne by Seller. Buyer reserves the right to cancel any Purchase Order or part of a Purchase Order for the undelivered Goods without penalty.

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10. Inspection / Facilities

Any and all Goods shall be subject to inspection and approval by the Buyer. Acceptance of Goods will occur when the Goods have been inspected by Buyer and determined to meet the requirements specified in this Purchase Order. Buyer shall make such inspection within a reasonable period. This time shall not exceed 180 days after delivery of Goods. Buyer shall notify Seller of rejection of any goods within the 180-day period. Buyer has the right to have the Seller replace rejected goods, repair rejected goods, or to be refunded the Purchase Order amount along with any related costs. Buyer also reserve the right to audit the Seller’s suppliers, contractors, subcontractors, facilities and processes used to fulfill the Purchase Order. Further, Buyer reserves the right to audit anyone involved in the design, production and fulfillment for any issue such as data security, data privacy, pricing, invoicing etc.

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11. Confidential Information

Buyer’s non-public, confidential or proprietary information, Purchase Order and related information all shall be kept confidential and proprietary by Seller. Seller shall not contact Buyer’s customers or Buyer related parties to send any notification or any information related to the Goods without strict Buyer written permission.

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12. No Liens

Seller represents, warrants and covenants, that its performance and all Goods are and will always be free and clear of all liens, claims and encumbrances by the date Goods are delivered to the Buyer.

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13. Chemical, Environmental, Legal

Seller agrees that the Goods and related fulfillment conform with the requirements of the Toxic Substances Control Act, US EPA, Federal, State, city and county agencies and regulations.

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14. Anti-Corruption / Anti-Bribery

Seller has not and will not directly or indirectly offer or pay, or authorize such offer or payment of, any money or anything of value in an effort to influence any government official or any other person in order for Buyer to improperly obtain or retain business or to gain an improper business advantage. Conversely, Seller has not and shall not accept such a payment from any person or entity. Seller agrees that Seller has not given anything of monetary value to the Buyer or its employees or any other party in relation to the Purchase Order or its fulfillment.

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15. Indemnification

To the maximum permitted by applicable law, Seller shall defend, indemnify and hold harmless Buyer and its related parties against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers related to or from the use of the Goods. Buyer shall be fully indemnified by the Seller related to any litigation, negotiations or settlements of any claim, demand or action. Seller shall not have the right to settle any related claim without the prior written consent of the Buyer.

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16. Insurance

Seller shall, at its own expense, permanently maintain and carry insurance in full force and effect in an amount sufficient to protect Seller and Buyer from all claims which are related to the Goods and the Purchase Order. This insurance shall include, but is not limited to, commercial general liability (including product liability), professional liability, workers compensation, and automobile and truck liability. Seller shall provide Buyer with a compliant certificate of insurance for the Goods and their fulfillment upon request.

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17. Limitation of Liabilities

Under no circumstances shall Buyer or its affiliates be liable for consequential, indirect, special, punitive, or incidental damages or lost profits, cost of outages, whether foreseeable or unforeseeable, based on claims of Seller or any other party arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, failure of any remedy to achieve its essential purpose, or otherwise. Notwithstanding the form (e.g., contract, tort or otherwise) in which any legal or equitable action may be brought, in no event shall Buyer or its affiliates be liable for any damages or losses that exceed, in the aggregate, the amount of fees paid and payable by Buyer for the Goods that gave rise to such damages or losses for each respective breach or series of related breaches. All other liability regarding the goods and Purchase order belong to the Seller.

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18. Termination

Buyer reserves the right to cancel the Purchase Order, reduce quantities and/or change delivery dates up to no less than one week prior to the stated delivery date without incurring any penalties, fees, expenses or other liabilities.

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19. Intellectual Property

For all work products and deliverables created under this Purchase Order through the performance of Services that may qualify as “work made for hire” as defined in Seller and Seller’s Personnel hereby assign and transfer, to the extent permissible under applicable law, to Buyer all rights to possession of, and all right, title, and interest, including all patent, copyright, trademark, trade secret and other proprietary and intellectual property rights (“Intellectual Property Rights”) in and to such work products and deliverables (“Works”). Seller shall promptly disclose to Buyer any Works known to Seller, and Buyer shall have sole ownership of such Works and the sole right to obtain and to hold in its own name any Intellectual Property Rights therein and thereto. Notwithstanding the foregoing provisions, all right, title, and interest in and to the Seller Property is and shall remain in Seller, and Seller shall not be restricted in any way with respect to the Seller Property. However, to the extent that any Seller Property is incorporated into or embodied in any of the Works or Buyer products, Seller hereby grants to Buyer and its affiliates a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license, with the right to grant sublicenses, to (A) use such Seller Property solely as part of or in connection with such Works or any derivative work based upon such Works, and (B) to modify such Seller Property, solely to the extent such modification is necessary in connection with the creation of a derivative work based upon such Works.

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20. Trademarks and Patents / Rights

All Buyer Intellectual property, related rights, Patents, Trademarks, Trade Secrets, Customers, and Business related information are the sole property of the BUYER and therefore may not be used by the Seller in any way without written permission from the Buyer.

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21. Governing Law

All matters arising out of or relating to this Purchase Order shall be governed by and construed in accordance with Wisconsin State Law, without regard to conflicts-of-law principle. All actions, conflicts and legal proceedings related to this Purchase Order shall be brought in a state or federal court in the State of Wisconsin with proximity to South East Wisconsin.

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22. Relationship

Seller shall not be considered a partner, co-venture, agent, employee or representative of Buyer, but shall remain in all respects an independent contractor, including for purposes of the Occupational Safety and Health Act or state equivalent. Neither Party’s employees shall be deemed leased employees of the other for any purpose.

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23. Assignment

This Purchase Order or any right or obligation arising from shall not be assigned or transferred by Seller in the absence of Buyer’s prior written consent thereto. Seller shall not delegate or subcontract any of its obligations or responsibilities under this Purchase Order to any third party without Buyer’s prior written permission. Delegating such responsibilities shall not relieve Seller of its obligation under this Purchase Order.

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24. Force Majeure

No Party shall be liable for any failure to perform or any delays in performance if such failure or delay is due to any causes that are beyond its reasonable control, including, without limitation, such causes as acts of God, natural disasters, flood, severe storm, earthquake, civil disturbance, lockout, riot, order of any court or administrative body, embargo, acts of government, war (whether or not declared), acts of terrorism, or other similar causes (“Force Majeure Event”). For clarity, raw material price increases and unavailability of raw materials shall not be deemed a Force Majeure Event. In the event of a Force Majeure Event, the Party prevented from or delayed in performing shall promptly give notice to the other Party and the affected Parties shall agree to a reasonable solution.

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25. General Principles

Buyer and Seller shall respect internationally proclaimed human rights and not contribute to Human Rights abuses. Buyer and Seller shall support ethical Business practices. Buyer and Seller shall not allow any form of forced and compulsory or child labor in their business or their supply chain. Buyer and Seller shall support initiatives to promote greater environmental responsibility. Buyer and Seller shall work against corruption in all its forms, including extortion and bribery. In any situation where the Seller is unable to uphold any of the above General Principles for any reason, it shall promptly notify the Buyer and provide full details.

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Revision date: December 6, 2022