Announcement
Automated Payment Processing Robertet USA ONLY
Starting May 2024, Robertet USA (including Robertet Inc. and Robertet Flavors Inc.) will be transitioning away from paper checks and implementing a more robust automated payment program. To facilitate this transition, we have partnered with Finexio – a leading expert in commercial payment execution.We will offer various payment types including ACH, Wire Transfers and Virtual Cards to eliminate the use of paper checks. With this upcoming change, our enhanced Accounts Payable process will provide greater flexibility, enable faster payments, and improve transactional security.
If you have any questions, contact Finexio at supplierenablement@finexio.com OR
Robertet USA Account Payable at ap@robertetusa.com
Terms & Conditions
ROBERTET INC. and ROBERTET CANADA INC.
Purchase Order Terms and Conditions
Version: 2022-06-06
(1) Each Purchase Order (“Purchase Order”) issued by the Robertet USA entity or Robertet Canada Inc., as indicated on the Purchase Order (“Buyer”) to the counter-party identified in such Purchase Order (“Seller”) which makes reference to these Purchase Order Terms and Conditions (“Terms”) is subject to these Terms. The Purchase Order, any addenda to the Purchase Order, and these Terms are hereinafter collectively referred to as this “Agreement”. Buyer hereby rejects any and all other terms (including Seller’s terms and conditions contained in any amendment, acknowledgement, invoice or other document delivered by Seller to Buyer before or after the date of the Purchase Order) offered by Seller. Buyer and Seller agree that the United Nations Convention on Contracts for the International Sale of Goods shall not be applicable to this Agreement or related transactions. Any variations or proposals for other terms except as contained herein shall be deemed rejected unless expressly approved by Buyer in a signed writing. Acceptance shall be effective upon: (a) Buyer’s receipt of an acknowledgement or confirmation of the Purchase Order; or (b) Seller’s earlier commencement of the work or services identified in a Purchase Order (collectively, the “Services”) or shipment of the goods identified in a Purchase Order (the “Goods”).(2) All Goods shall be packed for shipment according to Buyer's instructions or, if there are no instructions, in an appropriate manner sufficient to ensure that the Goods are delivered in undamaged condition and in accordance with Applicable Law (as defined below) and industry standards. If applicable, Seller shall provide a Safety Data Sheet (SDS) to Buyer for Goods sold to Buyer, and where such information is applicable because of the nature of the Goods, prior to such Goods being delivered to Buyer’s facility. All Goods shall be delivered to the shipping address specified in the Purchase Order during Buyer’s normal business hours or as otherwise instructed by Buyer. The risk of loss of the Goods and the responsibility for obtaining and maintaining insurance against transit damage shall be allocated between Seller and Buyer in accordance with the INCOTERMS set forth in the Purchase Order.(3) All Goods shall be delivered and all Services shall be performed on or before the date(s) specified in the Purchase Order. Time is of the essence with respect to each provision of the Purchase Order. Any delay in delivery of the Goods or performance of the Services by Seller shall constitute a breach hereunder, and Buyer reserves the right to: (a) cancel the Purchase Order in the event of a delay by Seller; or (b) purchase the Goods or the Services elsewhere and hold Seller liable for any damages or losses incurred to do so.(4) Unless agreed elsewhere, Buyer shall have the right to inspect and test all shipments of Goods at Buyer’s premises. Buyer may reject, in whole or in part, any Goods shipped or to be shipped, if Seller fails to comply with any provision of this Agreement, including the quantity or quality of Goods to be delivered. If Buyer rejects all or any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind the Purchase Order in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods with Goods that conform to this Agreement. If Buyer requires replacement of the Goods, Seller shall, at its expense and within 90 days, replace the nonconforming Goods and pay for all related expenses.(5) Seller shall invoice the amount owed, in accordance with the Purchase Order, immediately after shipment of the Goods to Buyer and/or completion of the Services, as the case may be. The invoice must itemize transportation charges including foreign inland freight, insurance, and taxes separately, if applicable, and must be supported by a copy of either: (a) the bill of lading; or (b) the receipted freight bill. Seller shall not include a charge in the invoice for boxing, crating, or cartage unless otherwise agreed. Seller shall mark the quantity and description on the outside of each container. Goods shall be deemed accepted only when they have actually been counted, inspected, and tested by Buyer and found to be in conformance with the Purchase Order. Unless agreed otherwise by the parties in the Purchase Order, and subject to Buyer’s acceptance of the Goods, all undisputed invoices shall be due and payable within net 30 days after Buyer’s receipt of the invoice. For invoices subject to cash discount, the discount period will begin on the day both the invoice and applicable bill of lading and/or freight bill are received by Buyer.(6) Seller's prices do not include any federal, provincial, state and local sales, use or excise taxes levied upon, or measured by the sale, the sales price, or use of the Goods, or the Services. All such applicable taxes shall be listed separately on Seller's invoice. If such applicable taxes are not separately listed on Seller’s invoice, Seller assumes full responsibility for such payment, and shall indemnify and hold Buyer and Buyer Indemnitees (as defined below) harmless from any and all liability in connection with such taxes. Tax exemption certificates or other evidence of exemption, furnished by Buyer, will be accepted by Seller in lieu of such taxes.(7) Seller represents and warrants to Buyer that, as applicable, all Goods shipped or delivered to Buyer and all Services performed will: (a) be free from any defects in workmanship, material, and design; (b) conform to applicable specifications, drawings, designs, samples, and other requirements specified by Buyer; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) comply with all laws, regulations, ordinances, treaties, and rulings of any jurisdiction, including local, state, provincial, federal, national, international, and multinational governmental entities (collectively, “Applicable Law”); (f) be free and clear of all liens, security interests or other encumbrances (g) be labeled and shipped in accordance with Applicable Law, including, without limitation, (i) Executive Order 11246 , as amended, and all regulations and orders thereunder, if doing business in the United States; (ii) Fair Labor Standards Act of 1938, as amended; (iii) all import and export laws, rules, regulations and requirements of the United States and all countries involved in the sale of Goods in connection with this Agreement; and (iv) the Foreign Corrupt Practices Act (“FCPA”) and any local law equivalent; (h) comply with applicable industry standards including but not limited to those from American National Standards Institute (ANSI), National Fire Protection Association (NFPA), U.S. Food and Drug Administration (FDA), Canadian Food Inspection Agency (CFIA), and Health Canada; (i) comply with Buyer’s Good Manufacturing Practices (GMP); and (j) not, and Buyer’s possession or use thereof will not, infringe on any patent, copyright, trade secret or other intellectual property right of any third party. These warranties survive any delivery, inspection, testing, acceptance, or payment of or for the Goods or Services by Buyer. These warranties 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 with the foregoing warranties.(8) Seller shall defend, indemnify and hold harmless Buyer, its parents, subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders, employees, agents or representatives, and Buyer's customers (collectively, “Buyer Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable legal and professional fees and costs, and the cost of enforcing any right to indemnification hereunder relating to, arising out of or occurring in connection with (a) the Goods; (b) the Services; (c) Seller's or its parents’, subsidiaries’, affiliates’, employees’, subcontractors’, agents’ or representatives’ negligence, willful misconduct, or breach of this Agreement; or (d) Seller’s obligations to withhold and remit income and other taxes from the pay or other remuneration of its personnel.(9) Buyer hereby grants to the Seller a non-exclusive, limited, non-transferable, license to use and reproduce the Buyer’s logos, trademarks, service marks, or other commercial symbols, solely for the manufacture or production of the Goods. Seller shall not, without Buyer’s prior written consent, use or reproduce any of Buyer’s logos, trademarks, service marks, brand names, company and/or subsidiary names, facsimiles or packages, letterheads, invoices, or any other material showing Buyer’s name or that of Buyer’s affiliates in any of Seller’s advertising or promotional materials.(10) Seller shall supply all required documentation in connection with each Purchase Order, which shall (a) show, in a suitable legend block, the PO Number and a list of the contents contained with the delivery; and (b) include all information required by Applicable Law or required by Buyer for disclosure to third-parties. Buyer has the right to approve or request revisions to the documentation. No deviation from or modification to, the specification, or documents supplied to, or approved by Buyer will be made by Seller without the prior written agreement of Buyer.(11) Seller agrees that any and all right, title, and interest in and to any drawings and other documents created by Seller in the course of performing its obligations under a Purchase Order shall be the property of Buyer, and Seller shall execute all rightful assignments, transfers, powers of attorney and other instruments necessary to vest such right, title, and interest in and to Buyer.(12) No change to the Purchase Order is binding upon Buyer and Seller unless it is in writing, specifically states that it amends the Purchase Order, and is signed by an authorized representative of Buyer. In the event of any conflict between the Purchase Order and these Terms, the Purchase Order shall control except for terms regarding the parties’ respective intellectual property rights, and requirements of confidentiality.(13) Buyer may terminate or amend any Purchase Order, in whole or in part, at any time with or without cause for undelivered Goods or unperformed Services on 45 days’ prior written notice to Seller for international orders and 10 days’ prior written notice to Seller for domestic orders. In addition to any remedies that may be provided herein, Buyer may terminate the Purchase Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods or performance of the Services, if Seller (a) has not performed or complied with any provisions of this Agreement, in whole or in part; or (b) becomes insolvent, is generally unable to pay, or fails to pay, its debts as they become due, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, arrangement or assignment for the benefit of creditors.(14) Seller’s invoice shall contain the following written assurance: “We hereby certify that these goods were produced in compliance with all applicable requirements of sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and order of the United States Department of Labor issued under section 14 thereof.” This section shall be applicable only to Goods the production of which is covered by the Fair Labor Standards Act.(15) Seller represents and warrants that it is in compliance with and shall comply with all Applicable Law. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Seller shall comply with all export and import laws of all countries involved in the sale of the Goods or the Services. Seller assumes all responsibility for shipments of the Goods requiring any government import clearance. Buyer may terminate this Purchase Order if any government authority imposes antidumping duties, countervailing duties or any retaliatory duties on the Goods or the Services.(16) Seller shall abide with Robertet’s Ethics Charter found at https://www.robertet.com/en/the-robertet-group/csr/ and also have an understanding of the Ethical Trading Initiative Base Code found at www.ethicaltrade.org. Without limiting the foregoing or Section 15 of these Terms, Seller represents and warrants that the manufacture, transportation, delivery, and sale of all the Goods and the performance of all the Services shall comply with (a) the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES); (b) the United States Lacey Act of 1900 (if applicable); and (c) all other Applicable Law, and Supplier shall provide all documentation, reports, or other information reasonably requested by Buyer to evidence compliance with or otherwise in connection with any such Applicable Law.(17) Unless otherwise provided for in the Purchase Order or any addendum thereto, Seller shall furnish all personnel, equipment, materials, and supplies, necessary to perform its obligations under a Purchase Order, at Seller’s expense. This includes but is not limited to furnishing personal protective equipment (PPE) for its personnel performing Services on Buyer’s premises or other location under Buyer’s control (“Buyer’s Premises”).(18) Prior to performing any Services on Buyer’s Premises, Seller shall ensure that its personnel has completed (a) all occupational health and safety training required by Applicable Law; (b) Buyer’s contractor safety briefing; and (c) any specific training necessary to provide the Goods and/or perform the Services. Seller shall comply with, and shall ensure that its personnel comply with, all Buyer’s safety and security protocols and policies while on Buyer’s Premises.(19) Prior to performing any Services on Buyer’s Premises, Seller shall provide proof of proper and sufficient Workers’ Compensation insurance and Employers Liability insurance.(20) All non-public, confidential or proprietary information of Buyer, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Supplier, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with any Purchase Order or these Terms is confidential, solely for the purpose of performing Seller’s obligations under the Agreement, and may not be disclosed or copied unless authorized in advance by Buyer in writing. Upon Buyer’s request, Supplier shall promptly return or securely destroy all documents and other materials, and their respective copies, received from or made available by Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section 20.(21) If the performance of the Purchase Order requires Seller to collect, receive, store, transmit, transfer, dispose or otherwise use or share (collectively “Process” or “Processing”) any information relating to Buyer or Buyer’s customers (collectively, “Buyer Data”), Seller undertakes to (a) process the Buyer Data solely for the legitimate purposes of performing its obligations under the Agreement and for no other purpose, and only in accordance with the local law governing such processing, and only on documented instructions from the Buyer; (b) ensure that any persons Seller authorizes to have access to the Buyer Data will respect and maintain the confidentiality and security of the Buyer Data using reasonable administrative, technical and physical safeguards appropriate to the sensitivity of the Buyer Data; (c) provide all necessary information to Bu