General Terms and Conditions for the Purchase of Goods and Services

  1. Applicability.
    1. These terms and conditions of purchase (these "Terms") are the only terms which govern the purchase of the goods ("Goods") and services ("Services") by ("Buyer") from the seller named on any purchase order ("Seller"). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
    2. The purchase order (the "Purchase Order") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Seller's general terms and conditions of sale regardless whether or when Seller has submitted its sales confirmation or such terms. This Agreement expressly limits Seller's acceptance to the terms of this Agreement. Fulfillment of this Purchase Order constitutes acceptance of these Terms.
  2. Delivery of Goods and Performance of Services.
    1. Seller shall deliver the Goods in the quantities and on the timeline specified in the Purchase Order or as otherwise agreed in writing by the parties (the "Delivery Date"). If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate this Agreement immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the Goods on the Delivery Date. Buyer has the right to return any Goods delivered prior to the Delivery Date at Seller's expense and Seller shall redeliver such Goods on the Delivery Date.
    2. Seller shall deliver all Goods to the address specified in the Purchase Order (the "Delivery Point") during Buyer's normal business hours or as otherwise instructed by Buyer. Seller shall pack all goods for shipment according to Buyer's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller's risk of loss and expense.
    3. Seller shall provide the Services to Buyer as described and in accordance with the schedule set forth on the reverse side of these Terms and in accordance with the terms and conditions set forth in these Terms.
    4. Seller acknowledges that time is of the essence with respect to Seller's obligations hereunder and the timely delivery of the Goods and Services.
  3. Quantity. If Seller delivers more the quantity of Goods ordered, Buyer may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller's sole risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.

  4. Notwithstanding any Buyer forecasts, Buyer is not obligated to purchase any minimum quantities from Seller under this Agreement. Any product quantities cited in or pursuant to this Agreement, except for quantities cited in a Goods Order as firm, are preliminary and non-binding only. Buyer makes no representation or warranty as to the quantity of Goods that it will purchase

  1. Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point.
  2. Inspection and Rejection of Nonconforming Goods. Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind this Agreement in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming or defective Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Agreement for cause. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller's obligations under the Agreement, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.
  3. Price. The price of the Goods and Services is the price stated in the Purchase Order (the "Price"). If no price is included in the Purchase Order, the Price shall be the price set out in Seller's published price list in force as of the date of the Purchase Order. Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs, insurance, and fees and applicable taxes. No increase in the Price is effective, without the prior written consent of Buyer.
  4. Payment Terms. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with these Terms. Buyer shall pay all properly invoiced amounts due to Seller within the specified time frame on the Purchase Order, except for any amounts disputed by Buyer in good faith. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller. In the event of a payment dispute, Buyer shall deliver a written statement to Seller no later than 30 days prior to the date payment is due on the disputed invoice listing all disputed items. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under this Agreement notwithstanding any such dispute.
  5. Seller's Obligations Regarding Services. Seller shall:
    1. At all times during the term of this Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services;
    2. comply with all rules, regulations and policies of Buyer, including security procedures concerning systems and data and remote access thereto, building security procedures and general health and safety practices and procedures;
    3. maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Seller in providing the Services. During the term of this Agreement upon Buyer's written request, Seller shall allow Buyer to inspect and make copies of such records and interview Seller personnel in connection with the provision of the Services;
    4. Seller shall remain fully responsible for the performance of each such Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Seller's own employees. Nothing contained in this Agreement shall create any contractual relationship between Buyer and any Seller subcontractor or supplier;
    5. require each Permitted Subcontractor to be bound in writing by the confidentiality provisions of this Agreement;
    6. ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the Services;
  6. Change Orders. Buyer may at any time, by written instructions and/or drawings issued to Seller (each a "Change Order"), order changes to the Services. Seller shall within 10 days of receipt of a Change Order submit to Buyer a firm cost proposal for the Change Order. If Buyer accepts such cost proposal, Seller shall proceed with the changed services subject to the cost proposal and the terms and conditions of this Agreement. Seller acknowledges that a Change Order may or may not entitle Seller to an adjustment in the Seller's compensation or the performance deadlines under this Agreement.
  7. Warranties.
    1. Seller warrants to Buyer that all Goods will: (i) be free from any defects in workmanship, material and design; (ii) conform to applicable specifications set forth in Exhibit A; (iii) be fit for their intended purpose and operate as intended, (iv) be merchantable; (v) be free and clear of all liens, security interests or other encumbrances; and (vi) not infringe or misappropriate any third party's patent or other intellectual property rights.

    2. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Buyer;

    3. Seller warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; and
    4. the warranties set forth in this Section 11 are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance of the Goods or Services with the foregoing warranties. If Buyer gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and expense, promptly (i) replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer, and, if applicable, (ii) repair or re-perform the applicable Services.
  1. General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Buyer's parent company, their subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees (collectively, "Indemnitees") 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 (collectively, "Losses") arising out of or occurring in connection with the Goods and Services purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's prior written consent.
  2. Intellectual Property Indemnification. Seller shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer's or Indemnitee's use or possession of the Goods or use of the Services infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any settlement without Buyer's or Indemnitee's prior written consent.
  3. Insurance. Without limiting Supplier’s other obligations hereunder, during the term of this Agreement, Supplier shall maintain at its sole cost and expense: (a) Commercial General Liability Insurance with minimum limits of $1,000,000 combined single limit and combined bodily injury and property damage per occurrence and $2,000,000 in the aggregate; (b) Commercial Automobile Liability Insurance providing coverage for owned, hired, and non-owned motor vehicles used in connection with this Agreement in an amount of not less than $1,000,000 per accident combined single limit for bodily injury and property damage; (c) Worker’s Compensation and Employers Liability Insurance with statutory limits as required by the state(s) in which the work is to be performed; (d) Umbrella Liability providing excess liability coverage in the minimum amount of $5,000,000 per occurrence, to supplement the primary coverage provided in the policies listed above, and (e) any additional insurance requirements as required by a specific order. All Supplier insurance coverage shall be primary. Supplier shall promptly furnish Customer with a certificate evidencing the coverages set forth above. If Supplier fails to furnish the Certificate of Insurance or to maintain the required coverage at all times, Buyer may terminate this Agreement and Supplier will reimburse Buyer for any and all losses resulting from Supplier’s failure to have the insurance required hereunder.
  4. Compliance with Law. Seller shall comply with all applicable laws, regulations and ordinances. Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement.
  5. Limitation of Damages. In no event shall Company be liable for any punitive, special, incidental or consequential damages of any kind (including but not limited to loss of profits, business revenues, business interruption and the like), arising from or relating to the relationship between Supplier and Company, including all prior dealings and agreements, or the conduct of business under or breach of this Agreement or any Order, Company's cancellation of any Order or Orders or the termination of business relations with Supplier, regardless of whether the claim under which such damages are sought is based upon breach of warranty, breach of contract, negligence, tort, strict liability, statute, regulation or any other legal theory or law, even if Company has been advised by Supplier of the possibility of such damages.
  6. Termination. In addition to any remedies that may be provided under these Terms, Buyer may terminate this Agreement or an individual Purchase Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods or the seller's delivery of the Services, if Seller has not performed or complied with any of these Terms, in whole or in part. If Buyer terminates the Agreement for any reason, Seller's sole and exclusive remedy is payment for the Goods received and accepted and Services accepted by Buyer prior to the termination.
  7. Waiver. No waiver by Buyer of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Buyer. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  8. Confidential Information. Both Buyer and Supplier acknowledge that from time to time either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party”) Confidential Information of the other party. As used herein, "Confidential Information" means all information (whether oral, observed, or written) that is marked, treated or reasonably understood as confidential, restricted, or proprietary by the other party, including but not limited information about its business affairs, goods, processes and services, forecasts, research, supply chain, development, manufacturing, quality control, sales, marketing, economic information, business plans, strategy, designs, formulations, recipes, specifications, manufacturing processes, equipment, engineering data and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party proprietary information, and other sensitive or proprietary information, such information, as well as the terms of this Agreement.

  9. Each party will protect Confidential Information of the other party with the same degree of care that it uses in protecting its own confidential information, but not less than reasonable care. Except as otherwise agreed to in writing by the other party, neither party will disclose any Confidential Information to any person except those employees who have a need to know and have obligations with respect to the Confidential Information that are consistent with the confidentiality obligations of this Agreement. Confidential Information will remain the property of the disclosing party and will only be used for the benefit of the disclosing party.

    Confidential Information does not include information which: (i) is already in the public domain or becomes available in the public domain through no fault of the Receiving party or its breach of the Agreement; (ii) can conclusively be proven to have been in the receiving Party’s possession prior to being provided by, and other than receipt from, the disclosing Party; (iii) is received from a third-party free to disclose it without breach of a legal, contractual, fiduciary or other obligation to maintain confidentiality; or (iv) is required to be disclosed by any applicable law or judicial process, provided that the receiving Party shall notify the disclosing Party ahead of such anticipated disclosure with reasonable time to allow the disclosing Party to contest such disclosure. Both parties will return all Confidential Information contained in a tangible form upon termination of its relationship, or at an earlier time at the other party’s request. Supplier shall not make or authorize any news release, advertisement, or other disclosure that relates to the Agreement or Order or the relationship between Buyer and Supplier, deny or confirm the existence of the Agreement or Order or make use of Casey’s name or logo without the prior written consent of Buyer.

  1. Force Majeure. Except to the extent otherwise provided herein, no liability shall result to either Party under this Agreement for default, delay in performance or for non-performance of its obligations to the extent that performance is prevented, interrupted, or delayed directly or indirectly by act of God (fire, flood, or other natural disaster), war, embargo, events of terrorism, industrial action, acts of government, or other cause, which is beyond the reasonable control of the Party (each, a "Force Majeure Event"). Seller's financial inability to perform, changes in cost or availability of materials, components, or services, market conditions or supplier actions, or contract disputes will not excuse performance by Seller under this Section. Seller shall give Buyer prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event. Seller shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized and resume full performance under this Agreement. In addition to its other rights under this Agreement or applicable law, Buyer may, at its option: (1) purchase Goods from other sources without liability to Seller, and require Seller to reimburse Buyer for any additional costs to Buyer of obtaining the substitute goods compared to the Prices for such Goods under this Agreement; or (2) require Seller to provide Goods from other sources in quantities and at a time requested by Buyer and at the Prices for the Goods hereunder. The rights granted to Seller with respect to excused delays under this Section are intended to limit Seller's rights under theories of force majeure, commercial impracticability, impracticability, or impossibility of performance, or failure of presupposed conditions or otherwise, including any rights arising under applicable law. Notwithstanding anything contained in this Section to the contrary, Buyer may terminate this Agreement for Seller’s default, in accordance with the termination provisions of this Agreement, in the event of a Force Majeure Event affecting the Seller's performance of this Agreement for more than thirty (30) days.
  2. Assignment. This Agreement will be binding upon and will inure to the benefit of each Party and its respective successors and assigns. Notwithstanding the foregoing, Supplier may not assign, transfer, or pledge this Agreement or its duties, privileges, rights, and obligations hereunder, in whole or in part, directly or indirectly, voluntarily or involuntarily, without Buyer prior written consent. Any assignment in violation of this provision shall be null and void
  3. Relationship of the Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Seller is an independent contractor under this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.
  4. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
  5. Governing Law. This Agreement and any dispute arising out of, relating to, or associated with this Agreement or performance hereunder will be governed by and interpreted in accordance with the laws of the State of Iowa as effective and in force on the day of this Agreement. With respect to such matters, Seller and Buyer agree to the exclusive venue and jurisdiction of the U.S. District Court for the Southern District of Iowa or the Iowa State Courts in Polk County, Iowa.
  6. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
  7. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  8. Survival. All liability, indemnification obligations, confidentiality obligations, and any other provisions which by their nature would be deemed to survive, shall survive the expiration or earlier termination of this Agreement.
  9. Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.
  10. Captions. The captions, headings, section numbers, and table of contents appearing in the Agreement and Order have been inserted as a matter of convenience and for reference only and in no way define, limit or enlarge the scope or meaning of the Agreement or Order, or any provision hereof.

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