MILLER INDUSTRIES (“MILLER INDUSTRIES”)
GENERAL TERMS AND CONDITIONS OF PURCHASE (“GTC”)
The legal relationships between VENDOR and MILLER INDUSTRIES. are governed exclusively by the GTC. Any contrary terms and conditions of VENDOR or any agreements to the contrary apply only if they have been expressly agreed to or acknowledged by MILLER INDUSTREIS and VENDOR. Neither silence on the party of MILLER INDUSTRIES. nor an unobjected acceptance by MILLER INDUSTRIES. of work or services performed, or payment by MILLER INDUSTRIES are to be deemed as acknowledgment. Any additional or different terms and conditions proposed by VENDOR are unacceptable and are expressly rejected by MILLER INDUSTRIES.
This Purchase Order (“Order”) covers the goods (“Goods”) and services ("Services") described on the face of this Order. An Order from MILLER INDUSTRIES is an offer made to VENDOR to purchase the goods, services, or any other work performed (“Contractual Items”), which is defined more precisely in the Order, at the conditions set out therein. Prior to acceptance by VENDOR, MILLER INDUSTRIES is entitled to cancel an Order at any time without being liable in any way whatsoever to VENDOR. An Order does not constitute acceptance of an offer made by VENDOR unless something to the contrary has been explicitly stated in the Order. A reference by MILLER INDUSTRIES in the Order to conditions of VENDOR’S offer is only effective to the extent to which MILLER INDUSTRIES Order and the GTC are not inconsistent with the conditions of VENDOR’S offer.
An Order by MILLER INDUSTRIES and these GTC are deemed to have been accepted by VENDOR unmodified and in their entirety when VENDOR accepts an Order in writing or by way of electronic data transfer, or when VENDOR commences to perform that which forms the subject matter of the Order. Every Order accepted or every contract concluded in any other way for the delivery of Contractual Items is considered a “Supply Contract” within the meaning of these GTC MILLER INDUSTRIES DOES NOT ACKNOWLEDGE ANY ADDITIONAL OR CONTRADICTORY OR ADVERSE TERMS OR CONDITIONS CONTAINED IN THE OFFERS, ORDERS ACCEPTED, OR CONFIRMATIONS MADE BY VENDOR. IN NO WAY WHATSOEVER DO THESE FORM A PART OF THE SUPPLY CONTRACT.
SCOPE OF PERFORMANCE/MODIFYING THE SCOPE OF PERFORMANCE/SPARE PARTS
The scope of the work of services to be performed by the VENDOR (“Work”) arises primarily from the specifications and the Work description agreed to from MILLER INDUSTRIES order. All specifications, Work descriptions, and any other information made available to the VENDOR for the execution of this Order, and any materials provided, parts, and other materials made available to the VENDOR for executing this Order (“Objects”) must be examined by VENDOR to determine its suitability for the use intended by MILLER INDUSTRIES and MILLER INDUSTRIES end customer. Should this examination show that it is necessary or advisable to make modifications or adjustments to the Objects made available to the VENDOR or to the Contractual Items, the VENDOR must inform MILLER INDUSTRIES of this without undue delay. MILLER INDUSTRIES must then inform the VENDOR in writing whether and, where applicable, which modifications VENDOR must make. If the VENDOR is of the opinion that such modifications could give rise to costs of the Contractual Items different than those agreed to, or that the agreed to dates cannot be complied with, VENDOR must inform MILLER INDUSTRIES of this without undue delay. With respect to the effects of this, especially regarding additional or reduced costs or agreed to dates, reasonable and mutually consented to conditions must be agreed. If a consensus is not reached within a reasonable period of time, MILLER INDUSTRIES is entitled to decide as it considers fair.
VENDOR must ensure that is has timely knowledge of all important data and circumstances required for performing its contractual obligations and of the use which MILLER INDUSTRIES intends for its deliveries. VENDOR may only base a defense on an absence of required documents if VENDOR has requested these in writing in a timely manner, has sent at least one written reminder, and has failed to receive these within a reasonable time limit. The VENDOR warrants that its deliveries comprise all Work or services required for a safe and economic usage and for usage in line with regulations, are suitable for the intended usage, and meet current scientific and technological standards. In performing its Work, the VENDOR must observe all norms, laws, and legal provisions of the governing law, particularly the relevant regulations on environmental protection, hazardous substances, hazardous goods, and accident prevention, as well as the generally recognized technical-safety regulations and the respective MILLER INDUSTRIES standards and the VENDOR must ensure the overall supply chain security according to the applicable statues, regulations and guidelines of the customs authorities.
MILLER INDUSTRIES is entitled to demand from VENDOR modifications of the Contractual Items at any time, particularly regarding engineering, design and execution. VENDOR is obliged to make the modifications without undue delay on the basis of the existing contractual terms and conditions. If VENDOR is of the opinion that such modifications could give rise to costs of the Contractual Items different than those agreed to, or that the agreed to dates cannot be complied with, then VENDOR must inform MILLER INDUSTRIES of this without undue delay. With respect to the effects of this, especially regarding additional or reduced costs or agreed to dates, reasonable and mutually consented to conditions must be agreed. If a consensus is not reached within a reasonable period of time, MILLER INDUSTRIES is entitled to decide as it considers fair.
VENDOR must inform MILLER INDUSTRIES of the permits and reporting obligations required by the public authorities for the import and operation of the Contractual Items. VENDOR is obliged in particular to comply with the export-control regulations relevant at the time of delivery and to inform MILLER INDUSTRIES - unsolicited, in written form, and no later than at the time of delivery - of any export-control marking of the Contractual Items or parts thereof, especially that required by the regulations of the governing law, the EU, or the USA in effect at the time of delivery. For each Contractual Item or part thereof affected by the export control, the relevant export-control list and the list position must be designated.
Work owed under this Order may only be sub-contracted to a third party by the VENDOR after obtaining MILLER INDUSTRIES written consent. Prior to commencement of the agreed fabrication of Contractual Items, all fabrication documents must be submitted by VENDOR to MILLER INDUSTRIES for approval. An approval of the documents by MILLER INDUSTRIES. in no way affects VENDOR’S contractual obligations or liability towards MILLER INDUSTRIES or towards third parties under the provisions of the Supply Contract or the governing law. VENDOR warrants for a period of ten (10) years commencing after delivery of the Contractual Items that it will be able to supply MILLER INDUSTRIES with additional Contractual Items or parts thereof as spare parts if, on account of technological progress, a compatible or adequate part cannot be supplied. During the period, VENDOR will maintain service parts and the required tools to manufacture and/or service the Goods at the same price level in effect at the conclusion of regular production.
PRICES/TERMS OF PAYMENT
The prices agreed are flat-rate fixed prices unless an account settlement based on units of negotiated hourly rates has been expressly agreed in writing. Unless other terms of payment have been agreed to, payment net and without deductions must be made within sixty (60) days net days. The time limit begins to run with receipt of the contractual work including documentation, or with its final acceptance where this has been separately agreed to, and with receipt of a proper and verifiable invoice. Invoices must include the following information: allocation to an account, unloading location, VENDOR number, Purchase Order number, part number, number of units, and unit price. The invoice must also contain all information entitling the deduction of input tax, particularly the tax number or turnover-tax identification number, invoice number, and any other information that must be included in a VENDOR’s invoice pursuant to the relevant statutory provisions of the governing law. If the invoice fails to include the foregoing data, MILLER INDUSTRIES is not under any obligation to pay the stated turnover tax. If MILLER INDUSTRIES is not entitled to deduct input tax on account of an improper invoice, the VENDOR must reimburse the turnover tax paid by MILLER INDUSTRIES. MILLER INDUSTRIES may withhold payment pending receipt of evidence, in such form and detail MILLER INDUSTRIES may direct, of the absence of any liens, encumbrances and claims on the Goods provided. MILLER INDUSTRIES may also deduct from amounts due VENDOR under this Purchase Order any amounts owed by VENDOR to MILLER INDUSTRIES or its affiliates.
The VENDOR's invoice for Goods delivered to U.S. destinations must include a certification that all Goods were produced in compliance with the applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act, as amended and related U.S. Department of Labor regulations and Purchase Orders.
MILLER INDUSTRIES is entitled to set off with or against matured, unmatured, and future claims, regardless of the legal basis for such claim, to which the MILLER INDUSTRIES. is entitled. The VENDOR is not entitled to assign or to allow a third party to collect any claims which it is entitled to against MILLER INDUSTRIES The VENDOR is only entitled to set off against claims of MILLER INDUSTRIES or to enforce a right of retention if its claims are undisputed or if its counterclaim has been judicially determined as final, conclusive and not appealable.
VENDOR will for each shipment of Goods: (1) properly pack, mark and ship the Goods in accordance with the requirements of MILLER INDUSTRIES and outbound carriers so as to secure the lowest transportation cost, (2) route the shipment in accordance with MILLER INDUSTRIES instructions, (3) make no charge for handling. packaging. storage or transportation unless otherwise stated in this Order, (4) provide packing slips showing MILLER INDUSTRIES Order number and part number, (5) properly mark each package with MILLER INDUSTRIES Order and part number, VENDOR’s part number, the plant and dock number, and where multiple packages comprise a single shipment, consecutively number each package, and (6) promptly forward the original bill of lading or other shipping receipt in accordance with MILLER INDUSTRIES instructions. Unless otherwise specified by MILLER INDUSTRIES Goods will be shipped F.O.B. shipping point.
This Order includes any related transferable customs duty and import back rights (including rights developed by substitution and rights which may be acquired from VENDOR'S Vendors). VENDOR will inform MILLER INDUSTRIES of the existence of any such rights, and upon request will supply any documents required to transfer these rights. VENDOR will also perform all administrative actions required to qualify the Goods for preferential treatment under any applicable trade treaty, including the North American Free Trade Agreement ("NAFTA''). If any Goods qualify under NAFTA, VENDOR will (1) prepare and retain in its files a NAFTA Certificate of Origin with appropriate documentation, and (2) attach a copy of the Certificate to the related customs/shipping documents, and note on those documents "copy of NAFTA Certificate of Origin attached."
TERMS OF DELIVERY/TRANSFER OF TITLE
VENDOR must notify MILLER INDUSTRIES without undue delay, of every shipment through a delivery note on the day of dispatch. MILLER INDUSTRIES is not obliged to accept Contractual Items delivered before the agreed delivery date. VENDOR bears the risk of loss or destruction and the risk of deterioration of Contractual Items delivered before the delivery date. MILLER INDUSTRIES is entitled to return any excessive deliveries at VENDOR’S expense. VENDOR bears the risk of loss or destruction and the risk of deterioration of excessive deliveries. Provided that nothing to the contrary has been expressly agreed between MILLER INDUSTRIES and VENDOR, MILLER INDUSTRIES shipping, packing, and transportation regulations apply. The Contractual Items must be properly packed in an industry-conform manner taking the due care customary in trade MILLER INDUSTRIES is entitled but not obligated to stipulate to VENDOR a suitable way of packing.
Where applicable, title to the Contractual Items or parts thereof already passes to MILLER INDUSTRIES with the commencement of fabrication or commencement of acquisition by VENDOR for all incomplete intermediate states including the engineering data belonging to this. Title otherwise passes to MILLER INDUSTRIES upon delivery unless something to the contrary has been agreed. Title passes to MILLER INDUSTRIES independent of the payment of the Contractual Items; MILLER INDUSTRIES obligation to pay in accordance with the particular states of fabrication is not affected by this. This transfer of title in no way constitutes a final acceptance of any other kind of acceptance of the incomplete intermediary states or of the Contractual Items. MILLER INDUSTRIES does not accept any kind of simple or extended reservation of title or any other reservations of the VENDOR with respect to MILLER INDUSTRIES acquisition of ownership.
DATES/DELAY/LOSSES CAUSED BY DELAY
Agreed to dates and delivery times are binding. VENDOR is obliged to notify MILLER INDUSTRIES in writing without undue delay of any discernible delay of its performance, of any expected possible delay of its performance, or of any discernible or expected problems with delivering in the agreed quality. VENDOR may only defend itself using delays not caused by VENDOR if VENDOR has complied with its obligation to notify MILLER INDUSTRIES A notification of delay made by VENDOR and any related projections of the agreed deliver dates to a subsequent date in no way means that VENDOR is not in delay with its performance, MILLER INDUSTRIES therefore remains entitled - despite a projection of the delivery dates to a subsequent date set out in the notification of VENDOR - to all of its claims pursuant to the Supply Contract that result from or are connected with the VENDOR’S delay. Where VENDOR is in delay of its contractually owed performance, MILLER INDUSTRIES is entitled to claim liquidated damages from the VENDOR. The amount owing for every commended week of delay is 0.5% of the total value of the Order, but not to exceed a total amount of 5% of the total value of the Order. The agreement and the enforcement of the liquidated damages does not affect other claims to which MILLER INDUSTRIES is entitled, especially the claims and rights to which MILLER INDUSTRIES is entitled pursuant to the
governing law. Any liquidated damages paid by VENDOR must be credited against any other claim for damages that MILLER INDUSTRIES. has against VENDOR based on VENDOR’S delay. Liquidated damages may be claimed by MILLER INDUSTRIES. until payment in full of the Contractual Items.
LIABILITY FOR DEFECTS
VENDOR warrants that all of the Contractual Items supplied by VENDOR; a) comply with the specifications, samples, illustrations, and other requirements explicitly imposed on it; b) are free from defects, particularly regarding engineering, design, fabrication, and material; c) are of a market-conform and industry-conform quality; d) do not, through their delivery, use, or other usage, infringe the rights of third parties; e) are suitable for the special purposes for which they were ordered. Should Contractual Items fail to comply with the foregoing warranties (“Defective Contractual Items”) MILLER INDUSTRIES is entitled to demand that VENDOR either repair the Contractual Items at VENDOR’S risk and expense or replace them with defect-free Contractual Items, the choice of which being MILLER INDUSTRIES If VENDOR does not comply with this obligation, or if for other special reasons immediate action must be taken, MILLER INDUSTRIES is entitled to repair or replace the Contractual Items or have them repaired or replaced by a third party. VENDOR must also reimburse MILLER INDUSTRIES all of the costs incurred in conjunction with the repair or the replacement of Defective Contractual Items (including but not limited to transport, handling, mounting/removal, material, and labor costs). The warranty period is twenty-four (24) months commencing with delivery to MILLER INDUSTRIES and VENDOR have agreed that a final acceptance of the Contractual Items is to take place, or if this is mandatory pursuant to the governing law, then the warranty period is twenty-four (24) months commencing with the completed final acceptance of the Contractual Items. The rights of MILLER INDUSTRIES agreed to in this section are supplementary to each and every other statutory or contractual right.
MILLER INDUSTRIES. reserves the right at any time to direct changes to drawings specifications of the Goods or to otherwise change the scope of work covered by Order. Any resulting difference in price or time for performance will be equitably adjusted by MILLER INDUSTRIES after receipt of documentation in such form and detail as MILLER INDUSTRIES may direct.
MILLER INDUSTRIES. and its customer may enter VENDOR'S facility to inspect the Work covered by this Order and audit VENDOR'S compliance with this Order. Inspection by MILLER INDUSTRIES does not constitute acceptance of any Goods.
INFORMATION, DOCUMENTS, CONFIDENTIALITY
VENDOR undertakes to keep strictly confidential all information obtained in conjunction with the cooperation with MILLER INDUSTRIES unless it is common knowledge, has been lawfully obtained by VENDOR from a third party, or has been acquired independently by VENDOR or a third party, and to use this information solely for the purposes of the Order. “Confidential Information” includes, in particular, technical data, purchase ordered amounts, prices, information on products and product developments, information on current and future research and development projects, and all corporate data of MILLER INDUSTRIES VENDOR must keep confidential all drafts, samples, fabrication materials, models, data carriers, prototypes, illustrations, drawings, calculations, knowledge, and any other documents made available to it by MILLER INDUSTRIES (“Documents”), must not allow third parties (including sub-vendors) to access it without MILLER INDUSTRIES written consent, and must refrain from using it for purpose, other than those explicitly specified by MILLER INDUSTRIES The same applies to any duplicates of Documents. This does not apply to Documents that VENDOR already had rightful knowledge of at the time of receipt, or rightfully obtained knowledge of after receipt, and for which there is explicitly no duty of confidentiality; that are or become generally known without breaching any duty of confidentiality; or that VENDOR has been granted written authorization for.
MILLER INDUSTRIES. retains title to and all other rights in the Documents that MILLER INDUSTRIES has made available whether or not they are capable of being protected by law (e.g. by copyright). Duplicates may only be made with the prior written consent of MILLER INDUSTRIES Title to the duplicates passes to MILLER INDUSTRIES upon their production. All of the documents and confidential Information (including but not limited to copies, sketches or notes) originating from MILLER INDUSTRIES must be returned to MILLER INDUSTRIES in full and without undue delay
upon request by MILLER INDUSTRIES however no later than the termination of the contract; MILLER INDUSTRIES is entitled to make this request at any time. The VENDOR has absolutely no rights of retention in or liens on the Documents and Confidential Information. Anything produced from Documents, confidential Information, or any such thing originating from or commissioned by MILLER INDUSTRIES or from other information designated as confidential, may only be used by VENDOR for the contractually stipulated purposes; in particular, they may neither be offered nor delivered to third parties.
Any delay or failure by either party to perform its obligations under this Order will not be a default under this Order if and to the extent caused by an event beyond it reasonable control and without its fault, provided prompt written notice of the delay is given to the other party. During any delay affecting VENDOR, MILLER INDUSTRIES may (1) purchase Goods from other sources and reduce its scheduled purchases from VENDOR accordingly, (2) require VENDOR to provide Goods from other sources in quantities and at times requested by MILLER INDUSTRIES at the prices set forth in the Order. If a delay affecting VENDOR lasts more than thirty (30) days or if VENDOR does not provide adequate assurance that the delay will cease within thirty (30) days, MILLER INDUSTRIES may immediately terminate this Order without liability.
VENDOR will furnish to MILLER INDUSTRIES current Material Safety Data Sheets for all Goods. If requested by MILLER INDUSTRIES VENDOR will also promptly furnish a list showing the identity and quantity of all materials and ingredients in the Goods. If the Services involve handling any hazardous or toxic wastes ("Wastes'') at or from MILLER INDUSTRIES facilities, VENDOR will (1) handle all Wastes so as to avoid risk of harm to human health or the environment, (2) take title to any Wastes removed from a facility when loaded on the outbound vehicle or otherwise accepted, and (3) maintain complete and accurate records of all Wastes handled and VENDOR'S compliance with applicable laws for at least three (3) years after completion of the Services (and longer if required by law).
VENDOR will be in default if (1) VENDOR fails to perform any of its obligations under the Order or endangers timely and proper completion of Services or delivery of Goods, and does not correct the failure within ten (10) days after receipt of notice from MILLER INDUSTRIES or (2) VENDOR commits an act of bankruptcy, becomes insolvent or makes a general assignment for the benefit of creditors, or (3) any voluntary or involuntary proceeding is commenced by or concerning VENDOR related to bankruptcy, insolvency, liquidation or dissolution, or (4) any receiver, manager or trustee is appointed for all or a substantial part of VENDOR'S assets. Upon a Default, MILLER INDUSTRIES may, in addition to all other rights and remedies available under this Order or by law or in equity, terminate or suspend all or any part of this Order and recover all damages (including reasonable legal fees) resulting from the default.
TERMINATION FOR CONVENIENCE
ln addition to its other rights of termination, MILLER INDUSTRIES may in its sole discretion immediately terminate all or any part of this Order at any time and for any reason or for convenience by written notice to VENDOR. Upon a termination under this paragraph, MILLER INDUSTRIES will pay to VENDOR without duplication: (1) the Order price for unpaid Goods or Services completed in accordance with this Order, and (2) the actual reasonable cost of work-in-process and raw materials incurred by VENDOR in furnishing the Goods or Services, to the extent such costs are properly allocable (not to exceed the applicable Order price) under generally accepted accounting principles to the terminated portion of this Order, less the reasonable value or costs (whichever is higher) of any unfinished Goods or materials used or sold by VENDOR with MILLER INDUSTRIES written consent, and less the cost of any damaged or destroyed Goods or materials. MILLER INDUSTRIES will not pay for quantities in excess of those authorized in Order or delivery releases or for undelivered Goods which are in VENDOR’S standard stock or which are readily marketable. MILLER INDUSTRIES liability for termination is limited to amounts permitted by this paragraph, and MILLER INDUSTRIES will not be liable for loss of anticipated profit, unabsorbed overhead or any other special, indirect or consequential damages resulting from termination of this Order. VENDOR must submit any termination claim to MILLER INDUSTRIES with appropriate supporting data, within sixty (60) days after the effective date of termination.
VENDOR will defend, indemnify and hold harmless MILLER INDUSTRIES its affiliates, insurers and customers, from and against all claims, demands, losses, suits, damages, liability and expenses (including reasonable legal fees) arising out of any actual or alleged infringement of, or inducement to infringe, any patent, trademark, copyright or mask work right by reason of the manufacture, use or sale of the Goods or Services, including infringement arising out of compliance with specifications furnished by MILLER INDUSTRIES or for actual or alleged misuse or misappropriation of a trade secret resulting directly or indirectly from VENDOR'S actions. VENDOR grants to MILLER INDUSTRIES a worldwide, nonexclusive, royalty-free, irrevocable license to use repair or reconstruct the Goods. VENDOR assigns to MILLER INDUSTRIES all right, title and interest in and to all trademarks, copyrights and mask work rights in any material created for MILLER INDUSTRIES under this Order. VENDOR waives any claim (other than a claim patent infringement) with respect to any technical information which may be disclosed to MILLER INDUSTRIES. in connection with the Goods or Services.
All Tools, supplies, equipment and other items furnished directly or indirectly by MILLER INDUSTRIES to perform this Order, or for which VENDOR has been reimbursed by MILLER INDUSTRIES are and remain the property of MILLER INDUSTRIES (“Bailed Property”). VENDOR will bear all risk of loss of and damage to Bailed Property. Bailed Property will at all times be properly housed and maintained by VENDOR, may not be used by VENDOR for any purpose other than to perform this Order, must be conspicuously marked as the property of MILLER INDUSTRIES may not be commingled with the property of VENDOR or with that of any third party and may not be removed from VENDOR’S premises without MILLER INDUSTRIES prior written approval. At MILLER INDUSTRIES request, VENDOR will immediately release the Bailed Property to MILLER INDUSTRIES carrier for transportation in accordance with MILLER INDUSTRIES. instructions.
INSURANCE AND INDEMNIFICATION
VENDOR will maintain the following minimum insurance coverages: (1) Worker's Compensation - statutory limits, (2) Employer's Liability - $250,000 per occurrence, and (3) Comprehensive General Liability (including products/completed operations and blanket contractual Liability) and Automobile Liability (including owned, non-owned and hired vehicles) - $1,000,000 combined single limit per occurrence for bodily injury and property damage. At MILLER INDUSTRIES request, VENDOR will furnish certificate of insurance evidencing the foregoing coverages and providing for at least thirty (30) days prior written notice to MILLER INDUSTRIES of any termination or reduction in coverage. VENDOR will defend, indemnify and hold harmless MILLER INDUSTRIES its affiliates, insurers and customers, from and against all claims, demands, losses, suits, damages, liability, costs and expenses (including reasonable legal fees) arising out of (1) defective or allegedly defective materials or workmanship in any Goods notwithstanding any inspection, acceptance, payment or processing by MILLER INDUSTRIES (2) VENDOR'S use of any Bailed Property, (3) injuries sustained by VENDOR'S employees, agents or contractors performing services at MILLER INDUSTRIES facilities, or 4) VENDOR'S failure to comply with these GTC.
Unless otherwise agreed by MILLER INDUSTRIES VENDOR at its expense will furnish, keep in good condition, and replace when necessary all tools, jigs, dies, gauges, fixtures, molds and patters (“Tools”) needed to produce the Goods. VENDOR will not sell, transfer or destroy any Tools without MILLER INDUSTRIES written consent. MILLER INDUSTRIES will pay for the reasonable costs of Tool changes and need to make design and specification changes authorized by MILLER INDUSTRIES VENDOR grants MILLER INDUSTRIES an irrevocable option to take possession of and title to those Tools that are specific to production of the Goods upon payment to VENDOR of its book value of those Tools less any amounts previously paid by MILLER INDUSTRIES with respect to those Tools. The foregoing option does not apply to Tools used to produce Goods that are the standard stock of VENDOR or if a substantial quantity of like goods are being sold by VENDOR to others.
VENDOR QUALITY REQUIREMENTS
MILLER INDUSTRIES reserves the right to use a third-party inspection company when VENDOR’S Contractual Items
are rejected either in-house at VENDOR, or at MILLER INDUSTRIES All costs for sorting activities will be charged back to VENDOR using a '"Vendor Debit Memo". Costs will include all internal or external charges with a $250.000 administration fee for handling a rejection.
Quality workmanship is a requirement for all Contractual Items, including potential field failures. If VENDOR’S Contractual Items fail during MILLER INDUSTRIES customer’s warranty period, VENDOR will be held liable for component cost, labor, and shipping fees.
ENTIRE AGREEMENT. This Order, together with any attachments referenced on the face of this Order, constitute the entire agreement between VENDOR and MILLER INDUSTRIES with respect to its subject matter and supersedes all prior oral or written representations and agreements. No prior course of dealing will be used to alter the express terms and conditions of this Order. This Order may be modified-only by a written amendment issued by MILLER INDUSTRIES.
WAIVER. Either party's failure strictly to enforce any provision of this Order will not be construed as a waiver of that provision or as excusing the other party from future performance.
COMPLIANCE WITH LAWS. VENDOR will comply with all laws, orders, rules, regulations and ordinances applicable to VENDOR'S performance of its obligations under this Order.
ADVERTISING. VENDOR may not, without MILLER INDUSTRIES prior written consent, advertise or publish the fact that VENDOR has contracted to furnish the Goods and Services or use any trademarks or trade names of MILLER INDUSTRIES in VENDOR'S advertising or promotional materials.
GOVERNING LAW. This Order shall be construed and enforced according to the law of the State of Michigan, USA. The parties expressly exclude from this Order application of the United Nations Convention for the International Sale of Goods. If any provision of this Order violates any applicable law, that provision will be ineffective to the extent of the violation without violating any other provision of this Order. The parties further agree that venue for any and all disputes arising out of this Order shall be in the appropriate court in the County of Genesee, State of Michigan, USA, or the applicable United Stated District Court.