Terms & Conditions
ALL ORDERS ARE PLACED SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS. THE TERMS AND CONDITIONS MAY NOT BE VARIED EXCEPT IN WRITING AND SIGNED BY THE STEP2 COMPANY, LLC'S DULY AUTHORIZED REPRESENTATIVE.
- Time of delivery is the essence of the contract. The Step2 Company, LLC (hereinafter “Buyer”) reserves the right to refuse any goods and to cancel all or any part of the order if Vendor fails to deliver all or any part in accordance with the terms of the order. Acceptance of any part of the order shall not bind Buyer to accept future shipments nor deprive it of the right to return goods already accepted.
- Vendor's commencement of work on these goods or shipment, whichever occurs first, shall be deemed an effective mode of acceptance of Buyer's offer to purchase contained in the purchase order. By accepting the order, Vendor acknowledges that if goods covered by the order are used in the manufacture of or sold under the Buyer's trademarks and trade name, any defect in such goods may occasion special damage to Buyer.
- Acceptance of all or any part of the goods shall not be deemed to be a waiver of Buyer's right to cancel or to return all or any portion of the goods because of failure to conform to the order. This includes but is not limited to, specifications, drawings, samples, or other description furnished or specified by Buyer or because of defects, latent or patent, or other breach of warranty or to make any claim for damages, including manufacturing costs and loss of profits or other special damages occasioned to Buyer. Such rights shall be in addition to any other remedies provided by law.
- If price is not specified on the face of the order, Vendor agrees to charge the price last quoted or invoiced to Buyer for like quantities, or the prevailing market, whichever is lower.
- Vendor agrees to defend and indemnify Buyer and hold it harmless from and against all claims, liability, loss, damage, and expense, including reasonable counsel fees, resulting from any actual or claimed trademark, patent, or copyright infringements, or any litigation of those claims, with respect to any part of the goods covered by the order. Such obligations shall survive acceptance of the goods and payment by Buyer.
- Vendor expressly warrants that the goods covered by the order are of merchantable quality and fit and safe for intended use. All goods shall conform in all respects to samples, if any, previously furnished to and approved by Buyer. Acceptance of the order shall constitute an agreement upon Vendor's part to defend and indemnify Buyer and hold it harmless from all claims, liability, loss, damage, and expense, including reasonable counsel fees, incurred or sustained by Buyer because of failure of the goods to conform to such warranties or because of the negligence of Vendor, its agents and employees, or of third parties. Such indemnities shall be in addition to any other remedies provided by law.
- Vendor agrees to provide Buyer with evidence of comprehensive general liability insurance coverage, including but not limited to contractual, independent contractors, and product liability/completed operations coverage, including vendors endorsement. Such coverage shall be in any amount not less than $1,000,000 per occurrence for damage to property or bodily injury, or both. If the purchase order covers the furnishing of services, Vendor also agrees to provide Buyer with evidence of worker's compensation coverage, public liability, and motor vehicle liability insurance coverage in limits of not less than $300,000/$500,000 bodily injury and $250,000 property damage.
- Vendor agrees that all information furnished or disclosed to Buyer by Vendor in connection with the placing or filling of the order, is furnished or disclosed as part of the consideration for the order. Such information is not, unless otherwise agreed to by Buyer in writing, to be treated as confidential or proprietary and that Vendor shall assert no claims by reason of the use or disclosure of such information by Buyer, its assigns, or its customers. Vendor shall keep confidential all information, drawings, specifications, or data furnished by Buyer or prepared by Vendor at Buyer's request, specifically in connection with the order. Vendor shall not in any manner advertise or publish the fact that it has agreed to furnish of has furnished to the Buyer the goods, materials, or services ordered without prior written consent of the Buyer.
- If the goods covered by the purchase order are being custom made pursuant to Buyer's specifications and by tools, dies, molds, or other equipment or machinery purchased and owned by Buyer and furnished to Vendor or Bailee, such tools, dies, molds, or other equipment or machinery shall remain the property of Buyer while in Vendor's possession, custody, or control and shall be subject to removal on Buyer's request. In that event, Vendor shall prepare such property for shipment and redeliver the same to Buyer in the same condition as received by Vendor, reasonable wear and tear excepted. Vendor shall not substitute any other property for Buyer's property nor use such property except in filling Buyer's orders. Vendor agrees to clearly mark or otherwise identify such property, “Property of Vendor Company” and to store the same safely, separate, and apart from any of Vendor's property while in Vendor's possession, custody, or control. Such property shall be held at Vendor's risk and shall be kept insured by Vendor at Vendor's expense in an amount equal to the replacement costs, with loss payable to Buyer. Vendor will furnish Buyer with evidence of such insurance in a form satisfactory to Buyer.
- All goods, wrappers, and containers will bear markings and labels required by applicable federal, state, and municipal laws and regulations, and by Buyer's instruction.
- The contract contains the entire agreement of the parties and may not be modified or terminated orally. No claimed modification, termination, or waiver of any of the terms shall be binding on Buyer unless in writing and signed by a duly authorized representative of Buyer. Acceptance of the purchase order is limited to acceptance of the express terms of the offer contained on the face and the terms and conditions provided herein. Any proposal by Vendor for additional or different terms or any attempt by Vendor to vary, in any degree, any of the terms of the offer shall not operate as a rejection of the offer unless such variance is in the terms of description, quantity, price, or delivery schedule of the goods. Such proposal or attempt shall be deemed a material alteration of the contract, and the offer shall be deemed accepted by Vendor without said additional or different terms. If the purchase order shall be deemed an acceptance of a prior offer by Vendor, such acceptance is expressly conditioned on Vendor's assent to any additional or different terms.
- The contract shall be governed by the laws of the state of Ohio.
- Buyer shall have the right to inspect any work being performed for Buyer by Vendor and to inspect Vendor's equipment and facilities at any time during business hours.