Sawyer Terms and Conditions for Purchases

Sawyer Manufacturing Company official Terms and Conditions for Purchases (see below) are applicable for all purchases made between Sawyer Manufacturing Company and any purchaser of goods and services.

 

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Sawyer Manufacturing Company’s Terms and Conditions
for Purchases.

Doc# PUR-POL-1, Rev. 0, 4/24/2025

 

1. AGREEMENT

These Terms and Conditions (these “Terms”) apply to all purchases and sales agreements for purchase (“Purchase”) entered into by Sawyer Manufacturing Company Inc. (“Sawyer”) with a vendor or their authorized agent (“Seller”) for goods and services (“Products”) for which Seller has agreed to provide (“Sale”).

Sawyer’s agreement to Purchase or otherwise take delivery of any Products from Seller shall not be deemed or construed to be an acceptance of any of Seller’s terms and conditions nor constitutes a waiver by Sawyer of any term or condition set forth in these Terms. Any additional or different terms in Seller’s forms or other documents are hereby deemed to be material alterations of these Terms, with this paragraph constituting and being understood to be Sawyer’s notice of objection to and rejection of any such terms.

Unless and until Sawyer and Seller enter into a separate written agreement, formally and duly executed by Sawyer specifically waiving these Terms, any agreement (a Purchase or otherwise) by Seller to sell Products to Sawyer shall be deemed an acceptance of these Terms. No term or provision in any documentation otherwise employed by or on behalf of Seller in connection with these Terms, regardless of the date of such documentation, will amend, revoke, modify, replace, supplement or otherwise affect these Terms, even if such documentation is received, acknowledged or accepted by Sawyer.

 

2. PRICES, TAXES

All Purchase prices (the “Prices”) shall be stated in United States Dollars. Nothing set forth in a Purchase by Sawyer shall be modified or amended by Seller with respect to the Prices, quantities, scope of Products, Product requirements, or Delivery stated therein, unless and only to the extent such modification or amendment is expressly agreed to in writing by Sawyer prior to Delivery. The Prices, unless otherwise noted in a Purchase, shall be inclusive of all costs for product documentation, records, traceability, test reports, data sheets, operating manuals, packaging, and transportation and liability from Seller’s location to the Purchase Delivery address agreed upon under such Purchase.

Seller represents and warrants that the Prices charged for Products covered by a Purchase are the lowest charged and on terms no less favorable than those accorded by Seller to any other customer for the same or substantially similar Products in equal or less quantities under the same or substantially similar circumstances.

Sawyer shall not be liable for any additional charges including, without limitation, sales, use, value added, goods and services, business, property (real or personal, tangible or intangible), license, documentation, registration, import, export, excise, franchise, stamp, credit card fees, or other tax, custom fees or tolls, levy, impost, withholding, fee, duty or other charge of any nature imposed by any governmental authority or other authority in any jurisdiction, and any and all fines, penalties, additions to tax, interest and other charges relating thereto (collectively, “Taxes”). All Taxes shall be paid by Seller other than and only to the extent of the municipal, state, or federal sales taxes to which Seller is required by law to collect from Sawyer by virtue of a Purchase and for which Sawyer has not demonstrated eligibility and benefit of any exemption or other relief from such Tax (“Withholding”).

If any Purchase by Sawyer is subject to Taxes, Withholding, or other additional charges, Seller agrees to state any such amounts separately on all related estimates, confirmations, and invoices furnished to Sawyer in connection with any such Purchase. Sawyer shall not be liable for any of the aforementioned charges unless and only in so far as expressly agreed upon by Sawyer prior to or upon Purchase of any Product.

 

3. CHANGE

Sawyer may at any time make changes in drawings, designs, specifications, materials, packaging, time and place of Delivery, and method of transportation respecting a Purchase and/or Products to be acquired. If any such change causes an increase or decrease in the Prices or the time required for completion of such change, an equitable adjustment shall be made by Sawyer to such Purchase unless the need for such change was caused by or arose out of Seller’s failure to fulfill its obligations under the aforementioned Purchase.

 

4. PACKAGING, SHIPPING

Seller shall pack all Products in a commercially reasonable manner and as instructed by Sawyer or as stated in such Purchase, ensuring further, that in all cases such packaging is in accordance with all applicable regulatory requirements. Seller shall be solely responsible for packaging Products in manner as to prevent any damage prior to, during, or after shipment and that in no way will cause a delay in Delivery.

The Prices, unless otherwise noted in the body of a Purchase or previously agreed upon in writing by Sawyer, shall include all applicable shipping and handling charges which will reflect in detail Seller’s actual cost for shipment without additional fees or profit.

Seller shall incur the cost and assume the risk of delivery of Products to their destination. Seller shall notify Sawyer when Products are ready for shipment and will provide advanced written notice of no less than one (1) business day as to when such Products are available for pickup at Seller’s facility (as applicable). In addition to the foregoing, Seller shall at all times be responsible for completing any and all export documentation and for clearing any and all Purchases through US Customs, if and to the fullest extent applicable.

In the absence of any specific shipping instructions or requirements by Sawyer, Seller shall select a carrier and route consistent with Seller’s obligation for safe and on time Delivery; provided, that, should Seller determine or should circumstances otherwise require expedited Delivery, Sawyer shall under no circumstances be responsible for any additional charges/fees incurred by Seller relating to such Delivery.

 

5. DELIVERY, TITLE, AND RISK OF LOSS

All Products must be received or made ready for pick up (“Delivery”) as set forth in a Purchase or as otherwise instructed by Sawyer. All Delivery dates will be determined upon Sawyer’s notification of a Purchase to Seller. In the event Products are not delivered within the times or on the dates specified in a Purchase, Sawyer reserves the right, without liability, in addition to its other rights and remedies, to cancel such Purchase in full or in part, or to extend the time of Delivery or payment to correspond with Seller’s delay in or failure of Delivery. If the agreed upon Delivery is endangered by the actions or inactions of Seller, Sawyer may direct Seller to make such Delivery by the most expeditious means available to Seller and the total cost of such expedited shipment and handling shall be borne by Seller. In no event shall a Purchase be partially delivered by Seller without the prior written approval of Sawyer. In the event of Force Majeure (as defined in Section 6 below), Sawyer reserves the right to delay Delivery or acceptance thereof without liability to Sawyer or recourse to Seller. In such event, Seller shall hold such Products at the direction of and at no additional expense to Sawyer.

Sawyer shall have no less than ninety (90) days after receipt of Products to conduct inspections of all aspects pertaining to such Products or components thereof including, but not limited to, form, fit, function, aesthetics, Purchase requirements, documentation, records, test reports, data sheets, traceability, and operating manuals. Such inspections (collectively, “Inspection”) may be carried out by Sawyer, an agent of Sawyer, or a customer of Sawyer or any jurisdictional or regulatory authority. Should a Product not meet the requirements of a Purchase or these Terms or any Inspection thereof is found to be unacceptable (“Nonconforming Products”), Sawyer may in its sole discretion and by reasonable notice to Seller reject such Purchase in full or part. In the event Sawyer elects to accept any such Nonconforming Products, Sawyer shall, in addition to its other remedies, be entitled to deduct a reasonable amount from the Prices thereof to compensate Sawyer for such Nonconforming Products.

Acceptance of or payment for any Products prior to or after Inspection shall not be deemed an acceptance thereof or constitute a waiver of any warranty made by Seller hereunder or implied by law nor shall it preclude Sawyer from revoking its acceptance thereafter for any latent defects, fraud, or nonconformity otherwise.

Seller will bear full responsibility for the return of Nonconforming Products, including any and all preparation, packaging, assembly, disassembly, shipping, shipping insurance, and will otherwise assume all liability and incur all cost for all materials, labor, and services in connection with such return(s). In addition to the foregoing, if Seller either (i) fails to pick up or schedule shipping for the return of any such Nonconforming Products within five (5) business days of Sawyer’s notice of rejection or (ii) fails to provide Sawyer a proper address for return delivery, Sawyer reserves the right to place such Products in storage and charge Seller for such storage costs. If a failure of the foregoing should extend in excess of thirty (30) days of Sawyer’s notice of rejection, Seller agrees the Nonconforming Product shall, at the sole discretion of Sawyer and with all its rights and remedies otherwise reserved, become the property of Sawyer without obligation of any compensation or further notice to Seller.

 

6. FORCE MAJEURE AND EXCUSABLE DELAY

Neither Sawyer nor Seller shall be liable for its failure to fulfill any term of a Purchase to the extent fulfillment is delayed, interfered with, or prevented, and such a delay or non-performance is due directly or indirectly to an event of Force Majeure (“Event of Force Majeure”), defined herein as including acts of nature, acts of public enemies, fires, floods or unusually severe weather conditions, embargoes, wars, epidemics, quarantine restrictions, or other causes to the extent such cause was not foreseen nor reasonably foreseeable and not within the reasonable control of the party affected thereby. Should an Event of Force Majeure occur, the affected party shall promptly notify the other party of any anticipated delay of or non-performance of obligation due to such an event as soon as reasonably practicable. In any event, Seller (should it become affected by such an event) shall make all reasonable and diligent efforts and employ all available recourses to fulfill Seller’s obligation of a Purchase and Delivery.

If such an event should occur, Sawyer’s obligations to Seller shall be extended for the period equal to the duration of any such event. If the excusable delay or Event of Force Majeure should extend for more than three (3) months, Sawyer and Seller may mutually agree to terminate a Purchase or any portion thereof impacted by the excusable delay or Event of Force Majeure, and at the sole discretion of Sawyer, Seller shall deliver any Product or portion thereof at a reasonably prorated cost concurrent with the completeness of the aforementioned Products. Sawyer shall not be liable for any damages or termination costs to the extent resulting from or arising out of any excusable delay or Event of Force Majeure, including but not limited to vendor settlement expenses.

 

7. INVOICES AND PAYMENT

Sawyer, with all  other rights and remedies reserved, shall, at its sole discretion, only accept invoices from Seller which include the following: (i) reference to Sawyer’s Purchase number or specify Sawyer’s verbal authorization, ii) an itemized list detailing the correct quantity being invoiced of all Products, packaging fees, shipping and handling charges, taxes, and any other charges or fees associated with such Purchase, and (iii) the correct and current remit to address for Seller.  Seller will issue one (1) invoice for every one (1) Purchase unless and until otherwise expressly agreed upon in writing by Sawyer.

Before payment of any invoice (“Payment”) shall become due, Sawyer, at its sole discretion, may require Seller to (a) furnish satisfactory evidence of the payment of all accounts for labor and materials pertaining to Seller’s performance of a Purchase, (b) procure and furnish to Sawyer a full and complete release of liens from all entities and persons otherwise furnishing labor and/or materials toward the performance of a Purchase or, (c) provide a satisfactory security bond indemnifying Sawyer against any claims based thereon. Seller hereby waives all types and forms of liens for labor, services, supplies, equipment, and/or materials furnished in the completion or performance of any and all obligations of a Purchase.

Except as set forth in these Terms, Sawyer shall make Payment for conforming Products upon Delivery, and, unless otherwise expressly agreed upon in writing by Sawyer, such Payment shall be effected within ninety (90) days after receipt of such Products or receipt of Seller’s undisputed invoice, whichever is later.

Furthermore, Sawyer shall be entitled to deduct and/or withhold any Payment due under a Purchase when Seller has failed to complete Seller’s obligations of a Purchase or where Products do not meet Sawyer’s satisfaction. Any Payment deducted and/or withheld shall be without prejudice to any other rights or remedies available to Sawyer. Payment shall be deemed to have been made by Sawyer when a mailed check is postmarked or payment notification is given to Seller of an electronic transfer for the amount due. In no event shall Seller hold Sawyer liable or assess interest or penalties against Sawyer on account of any late Payment or for any other reason.

 

8. WARRANTY

Seller expressly warrants that all Products delivered to or purchased by Sawyer shall (i) conform to all referenced or implied specifications, drawings, codes, standards, laws, regulatory requirements, (ii) are free from any liens or encumbrances of title of any kind or description, (iii) will be new unless otherwise specified on Seller’s Purchase estimate, (iv) will be free from defects in material or workmanship, (v) will conform to any and all statements made on Product containers, labels or advertisements, (vi) will conform in all respects to Product samples, and (vii) will be adequately contained, packaged, marked, and labeled each in accordance with requirements set forth in a Purchase. Seller further warrants that all Products will be merchantable, will be safe and appropriate for the purpose for which Products of that kind are normally used, and if Seller knows or has reason to know the particular purpose for which Sawyer intends to use such Products, Seller warrants that such Products will be fit for such particular purpose. Sawyer’s Inspection, testing, approval, acceptance, use or payment for part or all of any such Products shall not affect Seller's obligation under any warranty provided hereunder, or otherwise expressed or implied (collectively, the “Warranties”). The Warranties shall be afforded to Sawyer, its successors, assignees, customers, and users of Products sold by Sawyer in any location.

In the event such Products do not conform to the Warranties, upon notification to Seller, Sawyer, at its sole discretion, and with all other rights and remedies reserved, may either (a) return such Products to Seller for credit or refund, or (b) require Seller to promptly replace or correct defects of any such Products to conform to the Warranties. Should Seller fail to correct defects in or replace such Products or schedule such remedies to the satisfaction of Sawyer within five (5) days of Sawyer’s notice of the nonconformity, Sawyer reserves the right to make such corrections or replace such Products and charge Seller for any and all associated costs in materials and labor to correct such nonconformities, or the replacement costs incurred where Sawyer elects to replace such Products.

 

9. WAIVER OF CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY

Notwithstanding anything herein to the contrary, and regardless of the number of claims or the form or cause of action, whether in contract, equity, statute, tort, negligence (active or passive) or otherwise, Sawyer shall not be liable for any special, indirect, incidental, punitive, exemplary, or consequential damages of any kind, to include losses of use, data, profit, revenue, income, business, anticipated savings, reputation, and more generally, any losses of an economic or financial nature, regardless of whether such losses may be deemed as consequential or arising directly and/or naturally from the incident giving rise to the claim, and regardless of whether such losses are foreseeable or whether a party has been advised or appraised of the possibility of such losses. Sawyer's total aggregate liability arising out of or in connection with a Purchase shall in no event exceed the total amount paid for Products directly purchased by Sawyer under such Purchase giving rise to the claim. This limitation of liability shall apply notwithstanding any failure of the essential purpose of any limited or exclusive remedy to the extent these Terms contain any specific remedies provided by Sawyer to Seller, regardless of form. Such remedies shall be provided by Sawyer on a sole and exclusive basis and in lieu of any other remedies, damages, or losses.

 

10. PROPRIETARY INFORMATION

During negotiations of and throughout the completion of a Purchase, Sawyer and Seller, may exchange proprietary and/or confidential information not generally known to the public (“Proprietary Information”), as reasonably required and  to the extent necessary to determine and perform their obligations under a Purchase. Any document marked “Confidential” or “Proprietary” and all copies made thereof shall be returned by the receiving party of Proprietary Information (“Recipient”) to the disclosing party (“Owner”) upon completion of the purpose for which they were provided or be promptly destroyed by Recipient upon Owner’s direction.

Seller may only disclose Proprietary Information of Sawyer to appropriate persons within their organization solely on a need-to-know basis for evaluation or reference purposes. Such persons shall at all times hold such Proprietary Information proprietary and strictly confidential with precautions no less thorough those in which Seller would manage proprietary or confidential information within their organization.

Seller further agrees that it will not, nor will it direct or employ others to use or attempt to use any Proprietary Information provided by Sawyer (to include any and all CAD files and drawings) for any purpose other than those expressly set forth in a Purchase.

Neither Sawyer nor Seller shall be liable for any disclosure if such Proprietary Information: (a) is generally available to the public (or becomes so) without breach of Recipient; (b) was available to Recipient on a non-confidential basis from a source that had the right to disclose such information; (c) was rightfully in the possession of Recipient prior to receipt from Owner; or (d) was independently developed without use of Owner’s Proprietary Information.

Proprietary Information shall at all times remain the property of Sawyer. Seller shall not acquire any proprietary interest in or rights to Proprietary Information and Sawyer may demand the prompt return thereof at any time by giving reasonable notice to Seller. Within ten (10) calendar days of receipt of such notice, Seller shall return or shall cause to be returned all Proprietary Information provided by or on behalf of Sawyer or, at Sawyer's option, shall destroy or cause to be destroyed all such Proprietary Information, and shall destroy or cause to be destroyed all copies, analyses, compilations, studies, excerpts and other materials prepared by Seller or other appropriate persons within its organization which contain, reflect or are based on any Proprietary Information (in whatever form including, but not limited to, electronic media) in its possession and in the possession of persons to whom it was disclosed. If Seller receives such notice instructing Seller to destroy such Proprietary Information, a duly authorized representative of Seller shall certify the destruction of all documents in writing. Notwithstanding the foregoing, Seller agrees that all Proprietary Information shall continue to be subject to these Terms.

 

11. INTELLECTUAL PROPERTY RIGHTS

Seller will defend any action brought against Sawyer, in the event such action is based on a claim that Products infringe upon an existing patent issued prior to the date of the applicable Purchase. Seller agrees to indemnify Sawyer to the fullest extent permitted by applicable law against the costs and damages finally awarded in any action arising out of or relating to such a claim of infringement of such patent. Seller further agrees that Sawyer shall have sole control of the defense of any such action and all negotiations for its settlement or compromise, and that Seller shall cooperate with Sawyer and take all required action as necessary to assist Sawyer in such defense.

In the event Sawyer determines prior to Delivery that alterations to a Product are necessary to comply with specifications, changed safety standards, governmental regulations or otherwise to make any such Product non-infringing with respect to any intellectual property right or proprietary interest, or to otherwise improve such a Product, upon Sawyer’s reasonable notice thereof, Seller shall promptly make such alterations  as not to delay Delivery.

To the extent Products, Product components, or any other part thereof become the subject of a claim for infringement or the use of Products or any part thereof is enjoined in an infringement suit, Seller shall, at Sawyer’s sole discretion, (a) defend such claim, (b) procure Sawyer the right to continue using said Products, (c) replace or modify said Products so that they and/or the use thereof become non-infringing, or (d) remove said Products and promptly refund to Sawyer the applicable Payment and the transportation costs thereof, less a reasonable amount for depreciation.

 

12. GOVERNING LAW

These Terms and any action related hereto shall be governed, controlled, interpreted, and defined by and under the laws of the State of Oklahoma, USA, without regard to rules on conflicts of law and provisions thereof. The Parties specifically disclaim application of the U.N. Convention on Contracts for the International Sale of Goods (1980) or any subsequent revision(s) thereto.

 

13. DISPUTES

In the event of any dispute arising out of or in connection with these Terms, such dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“Rules of Arbitration”) by one (1) or more arbitrators appointed in accordance with said Rules of Arbitration. The place of arbitration shall be Tulsa, Oklahoma, USA. The language of the arbitration shall be English. The arbitral award shall be final and binding upon the Parties.

 

14. INSURANCE

Sawyer and Seller shall each carry insurance coverage in types and amounts adequate to protect against any and all losses, damages, liabilities, or expenses that or which could reasonably be incurred under a Purchase. Each party shall keep and maintain such insurance coverage in effect at all times during and until the conclusion of a Purchase and the expiration of all applicable warranties.

 

15. MODIFICATION

Any modification of these Terms shall be valid only if in writing and signed by a duly authorized representative of both Sawyer and Seller.

 

16. ASSIGNMENT

Seller may not assign or delegate a Purchase or any of its rights, duties, or obligations regarding or arising out of such Purchase to any other party without the prior written consent of Sawyer, to which Sawyer shall be under no obligation to provide.

 

17. SELLER’S REPRESENTATIONS

Seller represents that at the time of a Purchase Seller is solvent. Seller agrees to promptly deliver Sawyer written notice of any changes in or to the form of ownership of Seller’s business prior to conclusion of a Purchase, such notice to be provided within five (5) days of any such change.

 

18. NO THIRD PARTY BENEFICIARIES

Except as expressly provided herein, these Terms are for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assignees, 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.

 

19. WAIVER

If either party, at its option, agrees to waive any of these Terms or a breach thereof, then such waiver shall not for any purpose constitute or be construed as a waiver of any succeeding breach of the same or of any other of these Terms; nor shall such a waiver be deemed as a course of conduct.

 

20. SEVERABILITY

If any of these Terms are at any time held to be invalid or unenforceable, then such term or condition shall be construed as severable and shall not in any way render invalid or unenforceable the remainder of these Terms, which shall remain in full force and effect.