Vendor Terms and Conditions

Purchase Orders. Orders for services to be performed by Vendor for Total Safety U.S., Inc. and its affiliates ("Total Safety") (the "Services") or goods or products to be provided by Vendor (the "Products") require a written purchase order or other agreement setting forth the quantity, price and delivery terms for the Services or Products (the "Order"). These terms and conditions are incorporated into all such Orders. Orders placed by email or verbally are not binding on Total Safety without a written Order. The Purchase Order may specify additional terms or conditions, but in the event of conflict this Agreement shall govern unless expressly agreed otherwise in writing by both parties.
Delivery. Delivery will be in accordance with the instructions (place, time and manner) set forth on the Order. Any delivery not in conformity with the Order may at Total Safety's discretion be returned to Vendor, who shall bear the related expenses and risks. In the event of non-conformity, Total Safety has the right to request immediate replacement or repair of the non-conforming Products, in addition to any other remedy described in this Agreement.
Invoices. All Vendor invoices shall be in a format reasonably acceptable to Total Safety, describing the Services and/or Products which have been supplied. Invoices shall be sent to: Total Safety U.S., Inc., 11111 Wilcrest Green Drive, Suite 300, Houston, Texas 77042, Attn: Accounts Payable. All invoices are subject to verification. Payment of any invoice does not constitute inspection of Products or Services and shall not operate as a waiver of Total Safety's rights under these terms and conditions. Payment shall be made within thirty (30) days of receipt of invoice.
Term and Termination. These terms and conditions shall commence on the date of the first Order issued hereunder and shall be valid until terminated by either party in writing on thirty (30) days notice. Total Safety may terminate any Order for cause by notice in writing if: (a) Vendor commits any material breach and does not take all necessary and reasonable steps to cure the breach within ten (10) days of written notice of default; (b) Vendor seeks relief, or its creditors bring action against it or its direct or indirect parent, under any bankruptcy or insolvency law; (c) Vendor ceases or suspends operation of its business; or (d) Vendor is a party to a merger, acquisition, or sale as a consequence of which substantially all of its business relating to the performance of the Products is transferred. If an Order is terminated for any reason, any section of these terms and conditions which by its terms is intended to survive termination shall survive termination and shall remain in full force and effect.
Taxes. Sales tax, if due, must be separately specified on all invoices. Vendor agrees to pay and discharge when due any and all taxes and governmental charges of any kind or character, federal, state, county, or municipal, which may be levied and/or assessed at any time by reason of the Products or the Services and interest and penalties, if any, on such taxes or charges, and Vendor will at all times fully protect and save Total Safety and its successors and assigns harmless from and against any such taxes, governmental charges and interest and penalties thereon and not allow any liens to be assessed against the Equipment.
Warranties. Vendor represents that all Services shall be carried out diligently, efficiently, in a safe and workmanlike manner according to the standards and specification contained in this Agreement and generally with the best practice applicable in the industry. Vendor represents and warrants that (a) it has good and merchantable title to the Products free and clear of any liens, restrictions, encumbrances or security interests; (b) the Products shall conform to the description and applicable specifications provided to Total Safety; and (d) the Products are new, free from any defects in design, materials or workmanship, and fit for their intended purpose. The Warranty Period shall be one (1) year from date of Delivery. If, during the Warranty Period, the Services or Products or any portion thereof fail to conform to the requirements of the Order, or are otherwise found to be defective, excluding normal wear and tear, then, such non-conforming or defective Services or Products shall be promptly re-performed or replaced at Vendor's sole cost and expense ("Warranty Work"). Any Products replaced hereunder shall have the warranties herein provided for longer of (i) the remainder of the original warranty period or (ii) six (6) months from the date of Delivery of the replaced conforming Products. The warranties set forth herein shall not affect or limit any of Total Safety's other rights or remedies provided by applicable law, and shall not be deemed to establish a period of limitation or prescription within which such other rights or remedies must be asserted. Other than as set forth herein, Vendor makes no warranties whatsoever in respect to the Products and Total Safety expressly waives any other warranty or representation, either express or implied, including without limitation, any warranty or representation as to the design, quality, or condition of the Products or any warranty of merchantability or fitness for any particular purpose, and all other warranties expressed, implied, and statutory, or as to any other matter relating to the Products or any part thereof are disclaimed.
Indemnification. Vendor shall, to the extent permitted by law, indemnify, defend, and hold harmless Total Safety from and against any and all claims, demands, complaints or actions of third parties (including employees of the parties or government agencies) arising from or relating to: (a) the Services (including personal injury, death, property damage or damage to the environment) to the extent caused arising out of the negligence, willful misconduct, breach of these terms and conditions, or violation of law of or by the Vendor or (b) any defective Product. The claims, demands, complaints, and actions covered hereunder include all settlements, losses, liabilities, judgements, court costs, reasonable attorney's fees, fines, penalties and other litigation costs and expenses arising from or related to such claims, demands, complaints or actions.
Consequential Damages. In no event shall either Party have any liability to the other Party for any lost profits, loss of use, costs of procurement of substitute goods or services, or for any indirect, special, incidental, punitive, or consequential damages, however caused, and whether in contract, tort, or under any other theory of liability.
Insurance. Upon request of Total Safety, Vendor shall supply Total Safety with written proof of the following limits of specific coverage, in the form of a Certificate of Insurance issued to Total Safety: (a) General Liability $1 million/each occurence/$2 million general aggregate/$2 million products completed operations Aggregate; and (b) Excess/Umbrella $5 million. Total Safety shall be named as additional insured on the certificate, which shall provide that the insurance is primary coverage with respect to all insureds and shall not consider any other insurance policies of the insureds as contributory insurance, a waiver of subrogation shall be included, and the certificate shall state that Total Safety will receive thirty (30) days notice prior to any material change in or cancellation of the policies.
Independent Contractor. These terms and conditions shall not constitute or be deemed to create any relationship of principal or agent; partnership; or joint venture between the parties, it being expressly understood that the relationship between Total Safety and Vendor is that of independent contracting parties only. Except as expressly set forth herein, neither party assumes any liability for the other party. Vendor is an independent contractor with respect to Total Safety.
No Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party.
Compliance with Law. Services shall be performed, and Products shall be provided, in compliance with all applicable laws, orders, rules, and regulations of any governmental body or agency having jurisdiction over the performance of Vendor or the Products to be provided. Vendor shall obtain all applicable approvals of any government agency whose authorization or approval is required for the Products.
Attorney's Fees. In any action or proceeding brought in connection with an Order or these terms and conditions, the prevailing party shall be entitled to recover its court costs and reasonable attorney's fees.
Entire Agreement. These terms and conditions, and any document attached hereto, constitute the entire agreement between Total Safety and Vendor and shall not be amended except in a writing signed by both Parties.
Governing Law, Venue and Jurisdiction. These terms and conditions, and any Order attached hereto, shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and to be performed therein, exclusive of the choice of law or conflict of laws provisions thereof. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, the Order or these terms and conditions may be brought against any of the parties in the courts of the State of Texas, County of Harris, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Texas, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.

For additional information, contact us at 888.32.TOTAL or email us.