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1. OFFER, ACCEPTANCE, AND MODIFICATION: This order is an offer to Seller by Britax Child Safety, Inc. (“Buyer”) to enter into a purchase agreement on the terms and conditions set forth on the front and back sides of this document, any attachments and any specifications and other materials expressly referred to in this document (collectively, the "Agreement"). Seller shall accept the offer in writing, or by beginning to fill the order or perform the services requested by Buyer. This Agreement shall be the sole and exclusive statement of the purchase agreement between Buyer and Seller notwith­stand­ing any terms and conditions that may be contained in any proposal, acknowledgement, confirmation, invoice or other document received from Seller or any act of Buyer in accepting or paying for any goods or services. No additional terms or conditions proposed by Seller either orally or in writing shall be a part of this Agreement unless expressly agreed to by Buyer in writing.

2. PRICE:

  1. The prices to be paid for the goods ordered or services to be performed shall be as set forth in this Agreement unless otherwise agreed to in writing by Buyer. All changes are included in the price and no extra charges of any kind shall be allowed unless specifically agreed to in this Agreement. If Seller's current lawful price is lower than stated in this Agreement, this Agreement shall be filled by Seller at such lower price. Unless otherwise agreed to in writing by Buyer, all prices include all applicable Federal, state and local taxes, assessments and duties, except for those for which an exemption may be claimed by Buyer.
  2. If during the term of this Agreement Seller makes or offers to make sales of the same goods or services to any third party, in like quantities and of like quality, at prices lower than the prices then in effect under this Agreement, said lower prices shall apply on all goods thereafter shipped to or services performed for Buyer under this Agreement and Seller shall give Buyer notice of said lower prices.

3. DELIVERY SCHEDULE, RISK OF LOSS, TRANSPORTATION AND PACKAGING: Ship­ment or delivery of goods and the performance of services shall be in accordance with the schedule set forth in this Agreement unless otherwise agreed to in writing by Buyer. All goods are sold to Buyer "F.O.B. Destination -- Freight Prepaid" unless otherwise indicated. Seller shall promptly advise Buyer of any inability to make timely shipment. If Seller does not or it appears that Seller will not meet Buyer's delivery or work schedule, Buyer may in addition to any other rights or remedies provided by law or this Agreement (a) cancel this Agreement, in whole or in part, without liability to Seller except for payment for goods previously shipped and accepted or services previ­ously performed to the extent reasonable in amount, (b) approve an agreed upon revised delivery or work schedule, or (c) require that Seller ship via expedited routing to meet such delivery schedule or to recover the time lost. If Buyer approves a revised delivery schedule or requires Seller to ship via expedited routing any additional transportation cost incurred as a result shall be paid by Seller. All risk of loss, damage in transit or delay in delivery of the goods ordered pursuant to this Agreement shall remain with Seller until delivery to and acceptance by Buyer, except where transporta­tion of the goods is provided by Buyer's own vehicle, and then risk of loss, damage in transit and delay in delivery shall shift to Buyer upon completion of loading of Buyer's vehicle by Seller. Seller shall prepare all goods for shipment so as to secure the lowest transportation rates consistent with timely delivery. Buyer has the right to specify carrier and routing. Buyer will not allow extra charges for packing, cartage, drayage, storage or anything else unless stated in this Agreement or otherwise agreed to in writing by Buyer. Seller shall mark the identification number of this Agreement and enclose a packing slip showing the order number and quantity in each container or other receptacle. If not accompanied by a packing slip, Buyer's count and weight shall be conclusive. Time is of the essence under this Agreement. Unless otherwise agreed to in writing by Buyer, Seller shall not make a commitment for materials or production arrangements to fulfill this Agreement in excess of the amount or in advance of the time necessary to meet Buyer's delivery schedule.

4. OVERSHIPMENTS, DELIVERIES IN ADVANCE OF SCHEDULE: The quantities of goods as indicated on this Order must not be exceeded without prior written authorization from Buyer. Excess quantities may be returned to Seller at Sellers's expense. Goods which are delivered in advance of schedule without authorization from Buyer may, at Buyer's option: (a) be returned to Seller, at Seller's sole risk and expense; (b) be accepted by Buyer with payment withheld by Buyer until the date that the particular goods are actually scheduled for delivery; or (c) be placed in storage, at Seller's sole risk and expense, until the delivery date specified under Buyer's delivery schedule.

5. PAYMENT TERMS AND SET-OFF: Payment for goods ordered or services to be performed shall be as set forth in this Agreement unless otherwise agreed to in writing by Buyer. For purposes of determining Buyer's eligibility to earn any prompt payment discounts specified in this Agreement or on any invoice, the period during which the applicable discount may be earned and a discounted payment made shall be computed from such date of delivery and/or accepted performance, or the receipt by Buyer of a correct invoice, whichever is later. Buyer shall be entitled at all times to set off any amount owing at any time from Seller, or any affiliated company of Seller, to Buyer, or any affiliated company of Buyer, against any amounts payable at any time by Buyer in connection with this Agreement.

6. NO SUBSTITUTION OF MATERIALS: No change in the goods or services ordered under this Agreement, or their method of production, including substitutions or changes in materials, equipment, processing or production location shall be made by Seller, or any approved subcontractor, without the prior written consent of Buyer.

7. WARRANTIES: Seller represents and warrants: (a) that it is the sole owner of any goods to be sold under this Agreement and that it has the unrestricted right to convey marketable title free and clear of all liens and encumbrances; (b) that any goods delivered or services performed will conform to this Agreement and any descrip­tion, specification, drawing or sample relating to such goods or services; (c) that any goods shall be merchantable and fit for the use intended by Buyer, and that any goods or services shall be free of all defects in design, material and workmanship, and shall be in good working condition, and (d) that all goods shall be manufactured in accordance with good manufacturing practices, and that all goods and/or services shall conform to and be furnished in accordance with all applicable Federal, state and local laws, rules and regulations. Seller agrees that these warranties shall run to Buyer, its successors, assigns, and customers, and the users of its products. These warranties shall survive any delivery, inspection, testing, acceptance or payment by Buyer under this Agreement, and the termination of this Agreement for any reason. Seller acknowledges that it is an expert in producing and supplying the goods and/or services to be purchased pursuant to this Agreement, and notwithstanding Buyer's acceptance of specifications, samples, test data and the goods and/or services, Seller agrees that Buyer may rely on Seller as an expert.

8. INSPECTION, REJECTION AND RETURN OF GOODS: All goods and services to be purchased under this Agreement are subject to Buyer's right of inspection and approval, notwithstanding prior payment therefor by Buyer. Goods purchased here­under may be inspected at Buyer's destination or Seller's plant. Buyer reserves the right, in addition to any other rights which it may have at law, at equity or under this Agreement, to reject and refuse acceptance of all or a portion of such goods or services which are not in conformity with Seller's warranties as determined by Buyer. Seller agrees that time for acceptance or rejection of any shipment of goods or performance of services shall not expire until Buyer's use of the goods in products which it manufactures or processes which embody or employ the goods, or use of any item which is an embodiment of the services performed by Seller. Buyer shall have the right to return to Seller all or a portion of such non-conforming goods or any item representing or embodying the services at Seller's sole risk, expense, for full credit or refund or require that Seller at its sole risk and expense, correct or replace such goods or services with conforming goods or services within such time as Buyer may require, provided however, that such corrected or rejected goods or services shall not be converted or replaced by Seller without written authorization from Buyer. If Seller fails to correct or replace any nonconforming goods or services promptly after notification and authorization from Buyer, Buyer may correct or replace such goods or services and charge Seller for the cost incurred by Buyer thereby equitably adjust the order price for such goods or services or set-off the cost hereunder, at the sole discretion of Buyer. Any goods or services corrected, replaced or repaired by Seller shall be subject to the warranties and other terms of this Agreement. In the event of rejection by Buyer of all or a portion of the goods or services, Buyer may charge to Seller and set-off against any payments due Seller all expenses of unpacking, examining, repacking, storing and shipping any goods rejected. Payment for any goods or services hereunder shall not be deemed acceptance thereof.

Buyer's failure to inspect and accept or reject any goods or services shall not relieve Seller from responsibility for goods which are not in conformance with this Agreement nor for latent defects in any goods whether inspected or not nor for fraud or such gross mistakes as amount to fraud, nor shall anything herein relieve Seller from the obligation to inspect and test the goods or services covered by this Agreement in accordance with good commercial practices and Buyer's requirements and specifica­tions nor impose any liability upon Buyer for such failure or defects.

9. TERMINATION AND REMEDIES: Buyer may terminate all or any part of this Agreement at any time or times by written notice to Seller: (a) if Seller fails to observe or comply with any covenants, terms, conditions or warranties contained in this Agreement; (b) if Seller, in Buyer's opinion, fails to make progress so as to endanger performance or shipment in accordance with this Agreement; or (c) in the event of any proceeding by or against Seller in bankruptcy or insolvency, the appointment of a receiver or trustee, or an assignment for the benefit of creditors is made by Seller. Upon termination, Buyer may produce or purchase or otherwise acquire the goods or services ordered under this Agreement elsewhere on such terms or in such manner as Buyer may deem appropriate, and Seller shall be liable to Buyer for any excess cost or other expenses incurred by Buyer. In addition, Buyer shall have all other rights and remedies provided by law at equity and under this Agreement, and all of Buyer's rights and remedies shall be cumulative and none shall be considered exclusive. Upon termination, Buyer's only responsibility to Seller shall be the purchase price for: (a) goods previously made, delivered to, inspected and accepted by Buyer in accordance with the terms of this Agreement, and (b) services performed and accepted before the date of receipt by Seller of the termination notice. In no event shall Buyer be liable for incidental or consequential damages by reason of termination.

10. INFRINGEMENT OF PROPRIETARY RIGHTS: To the extent that the goods sup­plied under this Agreement are not manufactured to detailed designs and specifications originated and furnished by Buyer, Seller represents and warrants that the sale or use of such goods will not infringe any United States or foreign patent, copyright, trademark, industrial design right or other proprietary right. Seller shall indemnify, defend and hold Buyer, its successors, assigns, shareholders, officers, directors, employees, agents, customers and those persons selling or using any of Buyer's products and any affiliated company of Buyer its shareholders, officers, directors, employees, agents and customers, harmless from and against any damage, liability, claims, loss, costs, expenses and fees (including reasonable attorneys' fees) which may be incurred on account of infringement or alleged infringement of any United States or foreign patent, copyright, trademark, industrial design right or other proprietary right by the goods or use of the goods supplied under this Agreement. Buyer shall have the right to employ counsel separate from counsel employed by Seller in any proceeding for which Buyer may be indemnified by Seller and to participate in the defense thereof, but the expense of such counsel employed by Buyer shall be borne by Buyer unless Seller has failed to assume the defense of Buyer or employ satisfactory counsel. Seller shall reimburse Buyer on an on-going, periodic basis for all fees, costs and expenses incurred by Buyer promptly after submission of state­ments of expenses of Buyer during the pendency of any such proceeding. In addition to all other rights and remedies Buyer has at law, at equity or under this Agreement, in the event Buyer, its customers or anyone selling or using Buyer's products are enjoined from the use, sale or other disposition of the goods, conditionally or otherwise, Seller shall at no additional cost to Buyer, repurchase the goods at their purchase price and/or Buyer's products at their purchase price, and repay all costs of all shipments of such goods and products incurred by Buyer.

11. COMPLIANCE WITH LAWS: Seller shall comply with all applicable Federal, state and local laws, rules and regulations relating to the goods and/or services to be furnished hereunder.

12. RECALL OF GOODS: If Seller becomes aware that the design or construction of the goods or services is defective in any manner which is or may become harmful to persons or property, or if Seller otherwise breaches any of its warranties to Buyer here­under, Seller shall immediately give notice thereof, including all relevant infor­mation with respect thereto, to Buyer, and Seller shall indemnify, defend and hold Buyer its successors, assigns, shareholders, officers, directors, employees, agents, customers and those selling or using its products, and any affiliated company of Buyer, and its officers, directors, shareholders, employees, customers, agents and the users of its products, harmless from and against any and all damages, liabilities, claims, losses, costs, expenses and fees (including reasonable attorneys' fees) paid or incurred by them arising out of or relating or incidental to such goods or services provided by Seller, including, without limitation, any costs associated with recalling products developed, manufactured, or created by Buyer with the aid of such goods or services. Buyer may, at its option, be represented by and actively participate through its own counsel in any suit or action against the foregoing persons and entities. Should Buyer either voluntarily or involuntarily initiate a recall of such products or if a governmental agency shall take action with respect to them, Seller shall assist and cooperate with Buyer in all respects with said recall, including, but not limited to, developing a recall strategy for the products and working with Buyer and any applicable governmental agency in monitoring Buyer's recall operation and in preparing and furnishing such reports, records or other such information as is necessary in connection therewith,and Seller agrees to pay all costs associated with such recall.

13. INDEMNIFICATION: Seller shall indemnify, defend and hold Buyer, its suc­ces­sors, assigns, shareholders, officers, directors, employees, agents, customers and those persons selling or using any of Buyer's products and any affiliated company of Buyer, its shareholders, officers, directors, employees, customers and agents, harm­less from and against any and all damage, liability, claims, loss, costs, expenses and fees (including reasonable attorneys' fees) arising out of or relating or incidental to any breach by Seller of the terms, covenants, warranties and conditions of this Agreement, or any act or failure to act by Seller or its agents, representatives or employees in the performance of this Agreement, including, but not limited to:

  1. Death or injury to persons or damage to property, by whomsoever suffered, claimed to have resulted from any alleged defect in the goods or services, or the per­form­ance by Seller of work or services pursuant to this Agreement, or the work or performance of services by Seller's agents, representatives or employees, on the premises of Buyer or one of its customers or suppliers, or from the failure of the goods to comply with any applicable sample or specification or with the express or implied warranties given by Seller, its agents, representatives or employees.
  2. Claims arising out of the alleged violation by Seller in the manufacture, processing, storage or sale of the goods, or in the performance by Seller of any work or services pursuant to this Agreement, of any Federal, state or local law, statute, ordinance, or administrative order, rule, regulation or standard.

Buyer shall have the right to employ counsel separate from counsel employed by Seller in any such proceeding for which Buyer may be indemnified by Seller and to participate in the defense thereof, but the expense of such counsel employed by Buyer shall be borne by Buyer unless Seller has failed to assume the defense of Buyer or employ satisfactory counsel. Seller shall reimburse Buyer on an on-going periodic basis for all fees, costs and expenses incurred by Buyer promptly after submission of statements of expenses of Buyer during the pendency of any such proceeding.

14. INSURANCE: Seller shall carry the following insurance with an insurance company or companies acceptable to Buyer, and shall furnish promptly to Buyer an insurance carrier certificate evidencing such coverage and naming Buyer as an additional insured: workers' compensation insurance (including occupational disease) with statutory limits; employer's liability insurance with limits of $500,000; and public liability insurance with broad form endorsement (including products liability, completed operations, contractors liability and protective liability); and automobile liability insurance including non-owned automobile liability) each with limits for bodily injury of $500,000 per person and $1,000,000 per occurrence and for property damage of $1,000,000. Said certificate must set forth the amount of coverage, policy number, date of expiration, and provide that Buyer shall be given at least sixty (60) days writ­ten notice prior to any expiration, termination, non-renewal or material change in cover­age unless under any applicable laws of any state a shorter time period for notice is required, in which case such time period shall apply. If Seller is self-insured and regis­tration with the state is required to evidence particular coverage, the certificate of the appropriate state agency of the state in which said work is to be performed must be furnished directly to Buyer by such state agency.

15. CONFIDENTIAL INFORMATION; BUYER'S PROPERTY:

  1. Drawings, data, design, inventions, samples, order requirements and any other technical information supplied by Buyer shall remain Buyer's property and proprietary information and shall be held in confidence by Seller. Such information shall not be reproduced, used and/or disclosed to others by Seller without Buyer's prior written consent, except as required for the performance of this Agreement and except to the extent that Seller is able to establish to Buyer's satisfaction that such information (i) was known by Seller at the time of disclosure to it by Buyer, (ii) became known to Seller after such disclosure to it by Buyer through a third party as a matter of right and without restriction on disclosure, or (iii) is or has become generally known or available to the public through no act of failure to act on the part of the Seller. All such information, including all reproductions, shall be returned to Buyer immediately upon demand and otherwise upon completion of performance by Seller of this Agreement or its termination for any reason. The foregoing technical information shall be at all times labeled as confidential property of Buyer and treated in a confidential manner by Seller, and Seller acknowledges and agrees that disclosure of this information to the industry as a whole would injure Buyer's competitive advantage.
  2. All drawings, data and/or specifications, designs, patterns, molds, tools, equipment, samples and all other items prepared by Seller and paid for by Buyer shall be the sole and exclusive property and proprietary information of Buyer, and same, as well as any furnished hereunder to Seller by Buyer, shall be delivered to Buyer upon demand, and otherwise upon the completion or performance of this Agreement by Seller or its termination for any reason in the same condition as supplied, reasonable wear and tear excepted or if not delivered to Buyer then destroyed. No reproductions thereof shall be retained by Seller except as authorized in writing by Buyer. While the foregoing is in the possession of Seller, it shall be conspicuously labeled as the property of Buyer, be kept segregated from all other property of Seller and be kept fully insured by Seller, at Seller's expense in an amount equal to its replacement cost with a loss payable clause or endorsement in favor of Buyer.
  3. The terms of subsections (a) and (b) above shall survive the termination of this Agreement for any reason.

16. TOOLING: Vendor shall furnish, at Vendor's expense, all materials, drawings, tools, dies, jigs, gauges, fixtures, patterns, molds, testing apparatus, machinery and equipment and similar materials ("tooling") necessary to the manufacture of goods or furnishing of services pursuant to the Contract. Should Buyer, however, furnish, or Vendor furnish at Buyer's expense, tooling, such tooling shall be the property of the Buyer, subject to repossession by Buyer at its option. Vendor shall be liable for risk of loss of such tooling while in Vendor's possession, identify tooling as property of Buyer, and shall deliver same to Buyer in the same condition received by Vendor, reasonable wear and tear excepted. Should Vendor be unable to deliver goods pursuant to this Contract for reasons attributable to Section 1, then in addition to tooling, Buyer, by written notice, may vest in itself title to finished parts, raw materials or work in progress associated with this Contract and Vendor shall delivery all such material at a point outside its facility. Buyer shall have this option upon termination of this Contract to purchase at Vendor's cost less depreciation, all tooling of Vendor utilized in manufacture of goods pursuant to this Contract which are not goods of Vendor's design.

17. FUTURE TAXES: All taxes, assessments, duties, or any charge or increase not in effect on the date of this Agreement which may, prior to the completion of deliv­eries of goods or performance of services, be levied by any governmental agency on products, containers for products or services shall be the liability of Seller without recourse to Buyer.

18. CHANGES: Buyer reserves the right to make changes within the general scope of this Agreement, except as to price or quantity, by any reasonable means and if requested by Seller, such changes shall be confirmed in writing by Buyer. If any such change causes an increase or decrease in the cost of, or time required for, Seller's performance the price therefor and/or time required for performance shall be equitably adjusted. Any claim for adjustment hereunder must be asserted in writing within thirty (30) days from the date the change is ordered. Failure on the part of either party to assert its claim within the time provided shall operate as a waiver thereof.

19. FORCE MAJEURE AND LABOR DISPUTES: Contingencies. Performance of any obligation under this Contract may be suspended by either party, without liability, to the extent that an Act of God, war, riot, fire explosion, accident flood, sabotage, inability to obtain fuel or power, governmental laws, regulations or orders, or any other cause beyond the reasonable control of such party, or labor trouble, strike, lockout or injunction (whether or not such labor event is within the reasonable control of such party), delays, prevents, restricts, or limits the performance of this Contract or the consumption, sale, use or end use of the goods or any product manufactured or processed therefrom or their with. The affected party shall invoke this provision by giving prompt written notice to the other party of the nature and estimated duration of the suspension period. At the Buyer's option, either the contract period shall be extended by the terms of such suspension and deliveries omitted because of such suspension shall be made after the period of suspension, or the total contract quantity hereunder shall be reduced by the quantity not delivered during the term of such suspension, and, in either event, the Contract shall otherwise remain unaffected. In the event Vendor's performance is suspended for more than sixty (60) days during the term hereof, Buyer may, at its option, terminate this Contract upon written notice to Vendor.

  1. Buyer reserves the right to defer any shipment under this Agreement, cancel or modify this Agreement or change any performance dates if Buyer's production is delayed on account of strikes in Buyer's plant or the plant or the plants of any of Buyer's suppliers, fire, an act of God, governmental order or regulation or other conditions beyond Buyer's control.
  2. Seller shall not be liable for delays or defaults in delivery due to fire, an act of God, governmental order or regulation or other unforeseeable causes beyond its control and without its fault or negligence, provided that Seller notifies Buyer within ten (10) days after Seller first knows of same, time of such notification being of the essence.

20. GOVERNING LAW AND CONSENT TO JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws and decisions of the State of North Carolina, and Seller consents, exclusively, to the adjudication of any dispute arising out of this Agreement or arising out of the relationship between the parties by any federal or state court of competent jurisdiction sitting in the State of North Carolina.

21. ASSIGNMENT: This Agreement and any payment or performance due under it may not be assigned, transferred, sublet, subcontracted or delegated in whole or in part by Seller without the prior written consent of Buyer. Buyer may assign its rights under this Agreement to any of its affiliated companies at any time, and this Agree­ment shall inure to the benefit of Buyer, its successors and assigns.

22. MISCELLANEOUS: No act or failure to act of Buyer shall constitute a waiver of any provision contained in this Agreement, and to be valid a waiver of any requirement or obligation under this Agreement must be in writing and signed by Buyer. The section headings contained herein are not part of this Agreement, but are included solely for the convenience of the parties. The provisions of this Agreement are severable, and if any provision is held to be unenforceable, the remaining provisions will continue in full force and effect.

23. INDEPENDENT CONTRACTORS: Nothing contained in this Agreement shall be con­strued as creating a partnership or joint venture between Buyer and Seller, and Seller shall at all times during the term of this Agreement be deemed to be an inde­pen­dent contractor, solely responsible for the manner by and the form in which it ful­fills this Agreement. To the extent Seller's obligations under this Agreement secure the performance of services by Seller on the premises of Buyer or any of Buyer's customers, Seller agrees that such services are to be rendered by Seller as an inde­pen­dent contractor and Seller shall comply with all of Buyer's or said customer's safety rules and regulations and shall provide all safeguards and take all necessary pre­cautions to prevent the occurrence of any injury to any person or property during the performance of such services.

24. NOTICES: Any notices, consents or approvals called for hereunder may be given by telephone, but shall be confirmed in writing to be delivered or sent by telecopier, fedex, overnight delivery service or by certified mail, return receipt requested enclosed in a sealed envelope with first class postage thereon addressed in the case of Buyer to its office located at the address set forth on the front side of this document, and in the case of Seller at such address as Seller shall provide Buyer or if no address is provided, at Seller's principal offices. The address of either party may be changed by written notice to the other. Any notice will be deemed to have been received by a party the same date as sent if sent by telecopier or fedex, the next day if sent by overnight delivery service and three (3) days from the date sent if given by certified mail, return receipt requested.

25. AMENDMENT: Except in accordance with the provisions of section 19 hereof, this Agreement may be amended only by a writing signed by representatives of both Seller and Buyer, each duly authorized to execute such amendment.