General Purchasing Terms and Conditions

1. Entire Agreement

(A) These terms and conditions (“T&Cs”) apply to any purchase order (“Purchase Order”) submitted by the entity on the first page of the Purchase Order (“AEGIS SORTATION”) to a supplier (“Seller”), for the purchase of goods, materials, and/or services (“Work”) described in the Purchase Order. Seller shall be deemed to have accepted these T&Cs upon written or electronic acknowledgement of the Purchase Order.

Seller’s acceptance is expressly limited to the acceptance of these T&Cs and the Purchase Order, even if Seller purports to condition its acceptance of a Purchase Order on AEGIS SORTATION’s agreement to additional or different terms.  No agreement or understanding, oral or written, in any way purporting to modify these T&Cs or the Purchase Order, whether contained in Seller’s form or elsewhere, unless expressly agreed to in writing referencing these T&Cs and the Purchase Order signed by both parties, shall be valid. Seller is hereby notified of AEGIS SORTATION’s express objection to any terms included or referenced in Seller’s forms or elsewhere. Neither AEGIS SORTATION’s subsequent lack of objection to such terms, nor Seller’s delivery of the Work, shall be deemed to constitute acceptance by AEGIS SORTATION of such terms.

(B) These T&Cs consist of these terms, and  the following documents (collectively, the “Contract Documents”): (a) the Purchase Order, (b) the request for proposal, if any, (c) any signed written supplemental purchase orders or change orders to the Purchase Order; (d) mutually agreed signed written amendments to these T&Cs, and (e) any drawings or specifications electronically delivered or issued by a party to the other in connection with the Work.  The Contract Documents will be construed, wherever possible, as complementary in nature. In the event of a conflict between any of the Contract Documents, such conflict shall be resolved in the following order: (1) any executed amendment to these T&Cs; (2) these T&Cs; (3) any signed written supplemental purchase orders or change order to the Purchase Order, (4) the request for proposal, if any; and (5) drawings and specifications.

(C) The Contract Documents represent the entire and integrated agreement between the parties, and supersede prior negotiations, representations, or agreements, either written or oral. Notwithstanding anything herein to the contrary, if a master agreement for the purchase of goods, materials and/or services is in effect between the Parties, such master agreement shall supersede these T&Cs. If any of the provisions of these T&Cs are held by a court of competent jurisdiction to be unenforceable or invalid, then such provisions will be ineffective to the extent of the court’s ruling. All remaining portions of these T&Cs shall remain in full force and effect.

2. Purchase Price and Payment Terms

The purchase price (“Purchase Price”) for the goods or services is detailed in the Purchase Order. Unless otherwise agreed to in writing, the Purchase Price includes packing/handling, shipping, freight, insurance, customs duties, fees, travel and expenses (if any), all sales or excise taxes, value-added taxes, withholding taxes, customs, tariffs, duties, or any other similar governmental fees, however designated or whenever imposed or assessed. Unless otherwise specified in the Purchase Order, all amounts are in U.S. dollars.

3. Payment Terms

All invoices shall:

1. Reference the assigned project or work location and appropriation order number (if applicable);

2. Be itemized and substantiate all charges; and

3. Include all delivery, installation, transportation, and freight. Contractor shall submit its invoices to AEGIS SORTATION in electronic form via email to [email protected]. AEGIS SORTATION will pay the invoices within ninety (90) days from the date of invoice receipt, unless otherwise agreed upon and documented in the Purchase Order.

4. Force Majure 

(A) Either party shall be in material breach of these T&Cs if it fails to perform any of its respective obligations, covenants or representations under these T&Cs or a Purchase Order and does not, promptly upon written notice from the other party initiate cure of and uninterruptedly continue to cure such failure.

(B) Neither AEGIS SORTATION nor Seller shall be liable for delays or defaults in the performance of these T&Cs or a Purchase Order due to causes beyond their respective control, without such party’s fault or negligence, and which by their nature could not have been foreseen by the party or, if it could have been foreseen, was unavoidable, including, but not limited to: Acts of God (fire, flood, earthquake, hurricane, etc.); acts of civil or military authority (riots, wars, government interference, embargoes, strikes, etc.) (a “Force Majeure Event”). Seller shall promptly notify AEGIS SORTATION in writing of a Force Majeure Event and recommend mitigating actions or work arounds. Seller’s economic hardship or changes in market conditions are not Force Majeure Events. If Seller is unable to cure a material breach, or in the case of a Force  Majeure Event Seller is unable to execute agreed upon mitigating actions or work arounds and/or declares repeated Force Majeure Events, AEGIS SORTATION may cancel the Purchase Order and AEGIS SORTATION may purchase goods or services or obtain performance elsewhere and at AEGIS SORTATION’s option apply such purchase to reduce the amounts due under the Purchase Order.

5. Acceptance. 

(A) AEGIS SORTATION has the right to inspect the Work before acceptance. To the extent that the Purchase Order contains acceptance criteria, AEGIS SORTATION shall deliver to Seller a written report indicating which acceptance criteria items are still outstanding, which Seller shall promptly inspect and correct, repair, or replace. If the Purchase Order does not contain acceptance criteria or the Seller fails to correct, repair, or replace the Work as set forth above, AEGIS SORTATION may reject all or any portion of the goods or services that it determines are defective or otherwise nonconforming. Goods rejected or goods supplied more than quantities ordered may be returned to Seller at Seller’s sole expense.  Replacement or reperformance of defective or nonconforming goods or services shall be at Seller’s sole expense.

(B) If, upon rejection or breach of warranty remediable by replacement, reperformance or repair, Seller fails to deliver replacement goods in a timely manner, reperform services or repair goods, AEGIS SORTATION may terminate these T&Cs or the Purchase Order, and at its option, remedy any defect in or nonconforming goods or services itself, or obtain from another supplier at Seller’s sole cost.  Seller shall be liable for any difference between the cost of the substituted goods or services and the Purchase Price, and Seller shall indemnify AEGIS SORTATION against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to correct, repair, or replace the goods or services.

(C) Payment of all or any portion of the Purchase Price does not constitute acceptance.

6. Warranties.

(A) If the Work is for end use by AEGIS SORTATION’s client (“Client”) at the Client’s location (“Site”), both of which may be specified in the Purchase Order, Seller warrants that the Work is suitable for the Site and use by the Client.

(B) Seller warrants and agrees that all goods, services and equipment furnished pursuant to the Purchase Order, are and shall be free and clear of infringement of any third-party rights including intellectual property rights and Seller will, at its own expense, defend or settle any and all claims, actions, or suits charging such infringement and will indemnify and hold AEGIS SORTATION and Client harmless against all claims, actions, or suits, losses or costs thereof.

(C) To the extent that the Purchase Order is for the purchase of a system or automated equipment and related components (referred to collectively as a “Sub-System”) at the Site, Seller warrants that the services, materials, and equipment furnished hereunder shall give proper performance and continuous service under all operating conditions.

(D) Seller warrants that that all goods, equipment, and services covered by the Purchase Order shall: (i) conform to any specifications, drawings, samples, and descriptions furnished by and to AEGIS SORTATION; (ii)  be free from defects in materials, workmanship, and design; (iii) be fit for the purposes intended; (iv) be merchantable;  (v) are made from new (not refurbished or reconditioned) materials; (vi) are free and clear of all liens, security interests, or other encumbrances, and (vii) conform with all applicable industry standards and laws. Seller further warrants that any services will be performed in a professional and skillful manner in accordance with generally recognized industry standards for similar services.

(E) The warranties for any nonconforming or defective goods, services, materials, and equipment shall be for a period of twelve (12) months after the date of acceptance by AEGIS SORTATION.

(F) The warranty period for repaired or replaced goods or services shall be the remainder of the original warranty period for the repaired or replaced item or ninety (90) days, whichever is greater.

(G) AEGIS SORTATION is entitled to a full refund of the Purchase Price paid in case of material repetitive defect(s) of the repaired or replaced item during the warranty period.

(H) Seller’s warranties in these T&Cs run to AEGIS SORTATION and may be extended or assigned to third parties, including AEGIS SORTATION’s Client which is a third-party beneficiary.

7. Seller’s Responsibilities.

Seller agrees to be solely and independently responsible for the direction, supervision, and control of, and payment of compensation to, its employees, personnel, subcontractors, and suppliers, and for any other persons or companies Seller engages to assist in the performance of these T&Cs or Purchase Order.

8. Confidentiality. 

The parties hereby ratify and confirm that certain Non-Disclosure Agreement (“NDA”) entered into by them, if any.  If an NDA does not exist, has expired, or is otherwise no longer in full force and effect,  the parties (including their affiliates) agree to (a) hold each other’s and Client’s Confidential Information in strict confidence, using the same care applied to its own confidential information; (b) to not disclose the Confidential Information to any third party without the prior written authorization of the other party; (c) not to reverse engineer, modify, improve or make derivative works of the Confidential Information; and (d) to use each the Confidential Information exclusively for the purpose of performing the Work pursuant to the Contract Documents. Confidential Information means all non-public, proprietary, or confidential information of a party, its affiliates and subsidiaries, of any kind or nature whatsoever, disclosed by either party, or by any of its affiliates, to the other, or any of its affiliates, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential”.  This Section does not apply to information that is: (a) in the public domain through no wrongful act of a receiving party; (b) known to a receiving party, as established by documentary evidence, prior to disclosure; (c) rightfully obtained by a receiving party on a non-confidential basis from a third party; or (d) was or is independently developed by a receiving party, as established by documentary evidence, without using any Confidential Information.  Upon a disclosing party’s request, the receiving party shall promptly return all documents and other materials received from the disclosing party, provided that a receiving party may retain copies of such documents and other materials that are stored on the receiving party’s IT backup and disaster recovery systems until the ordinary course deletion of that information.  A disclosing party shall be entitled to injunctive relief for any violation of this Section.  This section shall survive termination of this Agreement until such information is no longer confidential. Seller shall not use AEGIS SORTATION’s or AEGIS SORTATION client’s name or trademarks in advertising, publicity or in any other form without AEGIS SORTATION’s prior written consent.

9. Compliance with Laws.

Seller shall comply with all applicable laws in the performance of these T&Cs and the Purchase Order, including, but not limited to, all applicable employment, tax, safety, export, and environmental laws. Seller represents that it is duly licensed, permitted, and authorized by the applicable authority(ies) with jurisdiction over Seller and the Site to perform its obligations under these T&Cs and the Purchase Order. Unless otherwise agreed to by the parties, Seller agrees to obtain and pay for all such permits and licenses required as pertaining to the Work. Seller agrees to provide all necessary notices for inspections, should they be required by applicable codes and ordinances. Seller shall provide all license and permit information to AEGIS SORTATION upon request.

10. General Indemnification.

Seller shall defend, indemnify and hold harmless AEGIS SORTATION and AEGIS SORTATION’s parent company, its subsidiaries, affiliates, successors, or assigns and their respective directors, officers, shareholders and employees 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 under these T&Cs and the Purchase Order, and the cost of pursuing any insurance providers  arising out of or occurring in connection with the goods, materials and/or services purchased from Seller or Seller’s negligence, willful misconduct, or breach of these T&Cs and the Purchase Order.  Seller shall not enter into any settlement without AEGIS SORTATION’s prior written consent.

11. Delivery Terms and Termination

(A) Time is of the essence. Shipments made to meet the date(s) specified in the Purchase Order. The goods and/or services shall be delivered no earlier and no later than the date(s) set forth in the Purchase Order, or an acceptable window agreed upon in writing. The seller shall promptly notify AEGIS SORTATION in writing of any circumstance that may cause a delay, but such notice shall not excuse a delay.   AEGIS SORTATION may reject early shipments and/or performance without prejudice to its right to require timely shipment and/or performance.

(B) AEGIS SORTATION may terminate these T&Cs: If the delivery of goods or the completion of services is made later than the date specified herein. AEGIS SORTATION may: (a) terminate all or part of this Order; or (b) refuse to accept delivery of all or part of this Order. If no delivery date is specified, then AEGIS SORTATION may terminate all or part of this Order if delivery is not made within 30 days after the date of this Order. If there are defects in workmanship or quality or if the goods or services are nonconforming, AEGIS SORTATION may terminate all or part of this Order. AEGIS SORTATION may at any time and for any reason terminate all or part of this Order upon written notice to Vendor in which event Vendor will be solely entitled to the following termination charges as its exclusive remedy and damages: (a) the percentage of the Order price  reflecting: (b) the percentage of the goods delivered and accepted by AEGIS SORTATION prior to termination, or (c) the services performed by Vendor prior to termination, or both; (d) less the aggregate of prior payments. 

(C) AEGIS SORTATION may cancel the Purchase Order at any time for convenience, in which case it shall be responsible to Seller only for Seller’s goods delivered, services performed, and pre-approved expenses incurred up to the cancellation date.

(D) Seller shall pack all goods for shipment according to AEGIS SORTATION’s instructions or, if there are no instructions, in a manner sufficient to ensure that the goods are delivered in undamaged condition.  Seller assumes all risk of loss or damage to all goods ordered until the goods are accepted by AEGIS SORTATION. All risks of fire, theft or damage of any kind to property belonging to AEGIS SORTATION delivered to Seller for any reason hereunder shall be assumed by Seller, and for as long as it is in Seller’s possession, Seller shall keep such property fully insured against all such risks, at Seller’s expenses, for the benefit of AEGIS SORTATION.

(E) AEGIS SORTATION shall have the right to delay payment to Seller, without loss of discount, if any, and without breach of any other payment term herein, for the same number of days as delivery by Seller fails to conform to the terms of the Purchase Order. This clause shall not constitute any waiver of AEGIS SORTATION’s rights or remedies against the Seller for late delivery.

12. Limitation on Liability

To the extent allowed by applicable law, AEGIS SORTATION shall in no event be liable to Seller or any third party for any incidental, indirect, special, or consequential damage arising out of, or in connection with these terms whether AEGIS SORTATION was advised of the possibility of such damages in advance.

13. Governing Law; Venue; Dispute Resolution.

(A) The parties agree to submit any dispute arising under or relating to this Agreement which cannot be resolved amicably to binding arbitration conducted in Louisville, KY, under the then-applicable Commercial Rules of the American Arbitration Association. Arbitration shall be conducted in English only.

(B) The parties expressly consent to arbitration.  The award rendered by the arbitrator(s) shall be final, non-reviewable, non-appealable, and binding on the parties and may be entered and enforced in any court having jurisdiction. Each party to such arbitration is responsible for its own attorney's fees and shall pay an equal portion of the costs of arbitration.

(D) Nothing in this Section shall prevent either party from seeking temporary injunctive or other equitable relief from a court of competent jurisdiction for any breach of this contract.

14. Non-Solicitation.

(A) Each Party agrees that for a period of 1 year after the completion of the Work, without the other Party’s prior written consent, it shall not hire or solicit to hire, for itself or any third party, employees of the other Party or its affiliates that have been directly involved in the delivery of the Work or otherwise have access to a Party’s competitively sensitive Confidential Information regarding the Work (e.g. pricing, customer contacts, designs) with whom the soliciting Party has had more than incidental contact in connection with the Work contemplated under these T&Cs, unless pursuant to a general solicitation through media or search firm that, in either case, is not specifically directed to either Party’s employees.  In the event of a breach of its obligations hereunder, the breaching Party agrees to pay the non-breaching Party an amount equal to 100% of such employee’s gross annual compensation (including bonus) immediately prior to being hired by the breaching Party.  Each Party acknowledges and agrees that this amount constitutes fair and reasonable liquidated damages resulting from the breach of its obligations and is not a penalty.

(B) Seller further agrees that during term of these T&Cs and for 1 year thereafter, unless otherwise provided for in the Purchase Order or with AEGIS SORTATION’s prior written consent, Seller shall not solicit, knowingly encourage or induce, or attempt to solicit, knowingly encourage or induce, any Client to enter into an agreement directly with the Seller respecting maintenance and/or support of the Work or the sale, or supply of goods or services which are incidental, related and/or supplementary to the Work.

15. Assignment.

No right, obligation or interest in these T&Cs or a Purchase Order shall be assigned by Seller, whether by action of law or otherwise, without AEGIS SORTATION’s prior written consent, which shall not be unreasonably withheld. AEGIS SORTATION may assign these T&Cs and its rights hereunder to Client without Seller’s consent.

16. No Waiver.

No waiver by AEGIS SORTATION of any of the provisions of these T&Cs or a Purchase Order is effective unless explicitly stated in writing and signed by AEGIS SORTATION.  No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these T&Cs, or a Purchase Order operates, or may be construed, as a waiver.  No single or partial exercise of any right, remedy, power, or privilege under these T&Cs or a Purchase Order precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

17. Survival.

Any provision of these T&Cs which by their nature extends beyond the expiration, termination, or cancellation of these T&Cs or a Purchase Order shall remain in full force and effect until fulfilled and/or performed.