Terms and Conditions
All orders by Buyer (“OSTTRA,” or “Buyer”) are subject to the terms set forth in this purchase order (“Order”) and any attachments hereto. Acceptance of this Order by Seller should be made by (a) executing and returning the associated SOW, or (b) delivering any of the goods ordered herein or (c) rendering any of the services ordered herein. Any additional or different terms proposed by Seller are objected to and rejected unless expressly assented to in writing by Buyer. [R1]For the purpose of this Order, “Buyer” means OSTTRA Limited or any of its affiliates that issue an Order.
[R2]If as of the date of this Order, if a master or other agreement between Seller and Buyer is in effect (“Master Agreement”), this Order shall be governed by and is subject to the terms of the Master Agreement, and in the event of any inconsistency between this Order and the Master Agreement, the terms of the Master Agreement shall supersede any inconsistent terms in this Order. No modifications or changes to these terms and conditions will be binding upon Buyer unless made in writing, and signed by Buyer’s authorized representative. Notice is hereby given that any additional or different term proposed by Seller is objected to and hereby rejected.
Unless otherwise agreed in writing, the payment terms of this Order are net 90 days after the receipt of Seller’s valid invoice . All invoices against this Order need to be received by Buyer no later than thirty (30) days after the products, materials and/or services covered by this Order have been finalized or delivered. Failure to submit billing during this time period or failure to notify Buyer, in writing, about any overages, may reduce the amount paid by Buyer towards the materials and/or services covered by this Order. Buyer will be released from any obligation to pay Seller any amounts set forth in any invoices under this Order received by Buyer later than ninety (90) days after the materials and/or services covered by this Order have been finalized or delivered.
Unless otherwise specified on this order, no invoice shall be issued prior to shipment of the products, materials or services and no payment shall be made prior to receipt of both the products, materials or services and a correct invoice.
Time is of the essence in this order. Buyer reserves the right to cancel this order, or any portion of this order, without liability, if: (1) delivery is not made when and as specified; (b) Seller fails to meet contract commitments as to exact time, price, quality or quantity; (c) Seller ceases to conduct its operation in the normal course of business; (d) Seller is unable to meet its obligations as they mature; (e) proceedings are instituted against Seller under the bankruptcy laws or any other laws relating to the relief of creditors; (f) a receiver is appointed or applied for by Seller; or (g) any assignment is made by Seller for the benefit of creditors (h) if the Seller fails to meet Buyer’s third party risk management (TPRM) requirements or if the Seller, its affiliates, or operations are subject to or impacted by any applicable sanctions or operate in sanctioned jurisdictions. Buyer may terminate all or any part of this Order for convenience at any time by written notice to Seller. Upon such termination, Buyer’s liability will be limited to reasonable termination charges mutually agreed by Seller and Buyer, provided that Seller must specify any proposed charges in writing within fifteen (15) days after termination. This Order shall terminate automatically, without notice, if Seller breaches any material terms of this Order or becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors.
Seller expressly warrants that all goods or services furnished under this Order shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship. Seller warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods, or services, and that any goods will be adequately contained, packaged, marked and labeled. Seller warrants that all goods or services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If Seller knows or has reason to know the particular purpose for which Buyer intends to use the goods or services, Seller warrants that such goods or services will be fit for such particular purpose. Seller warrants that goods or services furnished will conform in all respects to samples. Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Seller’s obligation under this warranty, and such warranties shall survive inspection, test, acceptance and use. Seller’s warranty shall run to Buyer, its successors, assigns and customers, and users of goods sold by Buyer. Seller agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to Buyer, when notified of such nonconformity by Buyer, provided Buyer elects to provide Seller with the opportunity to do so. In the event of failure of Seller to correct defects in or replace nonconforming goods or services promptly, Buyer, after reasonable notice to Seller, may make such corrections or replace such goods and services and charge Seller for the cost incurred by Buyer in doing so.
Liability
In no event will either party or its affiliates be liable for any consequential, indirect, exemplary, special, or incidental damages, including any lost data and lost of profits, arising from or relating to this agreement even if advised of the possibility of such damages.
Buyer may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such goods at the direction of the Buyer and shall deliver them when the cause affecting the delay has been removed. Buyer shall be responsible only for Seller’s direct additional costs in holding the goods or delaying performance of this agreement at Buyer’s request. Causes beyond Buyer’s control shall include governmental action or failure of the government to act where such action is required, strike or other labor trouble, fire, terrorist event, pandemic or unusually severe weather.
No assignment of any rights, including rights to money due or to become due hereunder, or delegation of any duties under this order shall be binding upon Buyer until its written consent has been obtained. No part of this order may be assigned or subcontracted without the prior written approval of Buyer.
Payment for the goods delivered hereunder shall not constitute acceptance thereof. Buyer shall have the right to inspect such goods and to reject any or all of said goods that are in Buyer’s judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense and, in addition to Buyer’s other rights, Buyer may charge Seller all expenses of unpacking, examining, repacking, and reshipping such goods. In the event Buyer receives goods whose defects or nonconformity is not apparent on examination, Buyer reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order shall relieve in any way the Seller from the obligation of testing, inspection and
quality control.
Definition:
Advanced Shipping Notice (ASN): Detailed shipment information transmitted in advance of delivery, designating the contents, serial numbers or in the case of software, license entitlement information as well as individual products and quantities of each and nature of the shipment.
Seller agrees to provide to Buyer an Advance Shipping Notice (ASN) prior to the release of any shipment to Buyer for purposes of Buyer’s asset management protocols. Seller agrees to email the ASN to SPGI_Asset@spglobal.com no later than three (3) business days prior to the actual shipment. If Seller is using a distribution channel to delivery their goods to Buyer, Seller is accountable to ensure the ASN is delivered to Buyer by the distribution partner of record.
Seller shall defend, indemnify and hold harmless Buyer against all damages, claims or liabilities and expenses (including attorney’s fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, any breach of the terms and conditions of this order, or from any act or omission of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Seller.
In the event that Seller’s obligations hereunder require or contemplate performance of services by Seller’s employees, or persons under contract to Seller, to be done on Buyer’s property, or property of Buyer’s customers, the Seller agrees that all such work shall be done as an independent contractor and that the persons doing such work shall not be considered employees of the Buyer. Seller shall maintain all necessary insurance coverages, including public liability and Workman’s Compensation insurance. Seller shall indemnify and save harmless and defend Buyer from any and all claims or liabilities arising out of the work covered by this paragraph.
Notwithstanding any document marking to the contrary, any knowledge or information that the Seller has disclosed or may later disclose to Buyer, and which in any way relates to the goods or services covered by this Order will not, unless otherwise specifically agreed to in writing by Buyer, be deemed to be confidential or proprietary information, and will be acquired by Buyer, free from any restrictions. Seller will not transmit to Buyer any sensitive personal information, including, but not limited to, identified health information, financial information, social security numbers, biometrics or other personally identified or identifiable information of like sensitivity. Seller will keep confidential any technical, process, economic, or other information derived from drawings, specifications and other data furnished by Buyer in connection with this Order (in whatever form or format) and will not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining Buyer’s prior written consent. Except as required for the efficient performance of this Order, Seller will not use such information or make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of Buyer. If any reproduction is made with prior consent, this notice will be provided. Upon completion or termination of this Order, Seller will promptly return to Buyer all materials incorporating any such information and any copies, except for one record copy. Seller agrees that no acknowledgment or other information concerning this Order and the goods or services provided will be made public by Seller without the prior written agreement of Buyer.
If Seller’s work under this Order requires Seller to be on the premises of Buyer or at Buyer’s direction, Seller will take all necessary precautions to prevent any injury to persons or damage to property, including following any rules, procedures or other requirements of Buyer.
Seller’s performance of the Services shall at all times be in compliance with applicable law, statute, rule or regulation (“Law”) and any applicable Compliance Regulation (as defined below), including the Laws regarding data protection and data privacy, including the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, as amended, or any other similar Laws in any other country, as amended or replaced from time to time. Seller shall monitor, at its own cost and expense, changes in applicable Law and Compliance Regulations that may affect Seller’s provision of the Services and shall modify its Services as necessary to remain in compliance with Law and Compliance Regulations. If OSTTRA identifies any non-compliance with Law or Compliance Regulation or determines that a particular change in Law or Compliance Regulation will require a change or modification of the Services, OSTTRA shall notify Seller and Seller will cooperate with OSTTRA to modify the Services within a reasonable time period to comply with such Law or Compliance Regulation. In the event changes in Laws or Compliance Regulations prevent or impair Seller from delivering the Services under an applicable SOW, Seller shall use commercially reasonable efforts to develop and, upon OSTTRA’s approval (such approval not to be unreasonably withheld), implement a suitable work-around until such time as Seller can perform the Services under such SOW without such work-around.
This contractor and subcontractor shall abide by the requirements of 41 CFR 60–1.4(a), 60–300.5(a) and 60–741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.
A “Compliance Regulation” means any Law applicable to Buyer or Seller relating to money laundering or terrorist financing, including currency transaction reporting and currency transaction limits; the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997 (the “OECD Convention”); the Foreign Corrupt Practices Act of 1977 of the United States of America, as amended or supplemented (“the FCPA”); the Bribery Act 2010 of the United Kingdom, as amended or supplemented (the “Bribery Act”); and any other Law applicable to such party which is substantially equivalent to the FCPA or the Bribery Act or was intended to enact the provisions of the OECD Convention and/or other economic sanctions administered or enforced by any other relevant sanctions authority having jurisdiction over a party.
Should any provision of these General Terms and Conditions or any purchase Order issued hereunder or any remedy provided for herein be held invalid or unenforceable by any court or arbitration panel of competent jurisdiction, the remaining provisions and remedies shall remain in full force and effect. Any provision of these General Terms and Conditions or any purchase Order which, by its nature, would survive termination or expiration of these General Terms and Conditions or such purchase order will survive any such termination or expiration of this Order.
Consultant shall not subcontract or delegate any of its obligations hereunder to any third party without OSTTRA’s prior written consent. In the event that OSTTRA approves any such subcontracting, Consultant shall remain liable for all of its obligations hereunder and under any SOW and shall be liable for the acts and omissions of any subcontractor. Further, Consultant shall ensure that all sub-contractors have been advised of the terms of this Order and have agreed in writing to comply with same. OSTTRA shall have the right at any time to immediately require that Consultant terminate or remove any third party subcontractors from providing the Services without any penalty or cost to OSTTRA if OSTTRA reasonably believes such third party’s acts or omissions are or may cause harm to OSTTRA.
[R4]This Order shall be governed by, and construed in accordance with, the laws of the jurisdiction where the Buyer has its registered office, as specified in the applicable Purchase Order, without regard to its conflict of law principles. Each Party irrevocably agrees that the courts located in the place where the Buyer has its registered office shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Order.
[R1]For the purposes of this , the term ‘OSTTRA’ is defined collectively to include OSTTRA Limited and all of its Affiliates. This definition ensures that any OSTTRA Affiliate may issue a Purchase Order under these terms without requiring separate documentation for each entity
[R2]These terms will only apply in the absence of any other agreement with the Supplier
[R3]Procurement and finance to review and verify
[R4]We have designed the governing terms in way that laws of the land of each Ordering Entity applies automatically. This removes extra step of highlighting local legal requirements on an individual Purchase Order basis.