On January 1, 2012, a new law went into effect in California called the Transparency in Supply Chains Act (SB 657). The law requires many large retailers and manufacturers to disclose publicly their efforts, if any, to eradicate slavery and human trafficking from their supply chains. The law aims to increase the information available to consumers so that they can make more informed purchasing choices.
G3 Enterprises supports the goal of eradicating slavery and human trafficking in all forms, including forced and child labor. We are undertaking efforts to ensure and verify the absence of such practices in our supply chain. Currently, our supplier agreements require compliance with labor and immigration laws, and we fully expect our suppliers to comply with all applicable laws, including this one.
We are evaluating what further measures to take, including audits, training and the development of a supplier code of conduct. We are also in the process of amending our contracts to expressly require compliance with this law.
G3 Enterprises is committed to ensuring that everyone involved in the manufacture of our products is treated with dignity. We will continue to update our policies and procedures to ensure we maintain the highest standards of conduct throughout our supply chain. If you have any questions, please contact G3.Info@G3Enterprises.com.
Purchase Order Terms and Conditions
The attached Purchase Order and these G3 Enterprises, Inc. Purchase Order Terms and Conditions (collectively, the "Order") constitute the entire agreement between G3 Enterprises, Inc. ("G3") and the party named on the face of this Order ("Vendor") for all purchases of specific goods and/or services (collectively, "Deliverables") provided by Vendor hereunder. Vendor's acceptance of this Order is evidenced by Vendor (i) signing a copy of this Order and returning it to G3; (ii) commencing performance of the work detailed in this Order; or (iii) delivering any of the Deliverables called for by this Order, whichever occurs first. Any additional, inconsistent or different terms or conditions proposed by Vendor (including terms in any proposal, acknowledgement, invoice, or other document of Vendor) that are not expressly incorporated into this Order in writing are hereby expressly rejected without need for further objection.
2. Master Agreement:
If the parties to this Order have entered into a Basic Continuing Indemnity Agreement ("BCIA"), Master Independent Contractor Agreement ("MICA"), Supply Agreement, or other master agreement (collectively, a "Master Agreement"), this Order shall governed by the terms of the Master Agreement. If there is a conflict between the terms of this Order and the terms of a Master Agreement, the terms of the Master Agreement shall control. If the parties have not entered into a Master Agreement, this Order constitutes the entire agreement between the parties with respect to its subject matter.
3. Price and Payment:
The price for each Deliverable will be the price shown on the face of this Order, or as otherwise agreed by the parties in writing. Unless otherwise agreed in writing, the prices shown are all-inclusive, except for state sales taxes, where applicable. G3 will not be liable for any state sales or other taxes not included on Vendor's original invoices for any Deliverables subject to such taxes. Vendor agrees to indemnify and hold G3 harmless from any taxes that Vendor fails to include on the applicable invoice to G3, including penalties and interest that G3 may incur. Payment terms are net thirty (30) days after the later of (i) G3's receipt of Vendor's accurate and undisputed invoice; or (ii) G3's final acceptance of the Deliverables, unless otherwise agreed by G3 in writing.
Invoices must state the Order number, description of the Deliverables, quantities, unit prices, and totals, and otherwise match the information on the Order. Items not priced in the Order will be supplied to G3 at the lowest price last charged by Vendor for equal quantity, and shall not exceed current prices quoted or charged to any other customer of Vendor for similar items and quantity. Vendor will refund to G3 any amounts in excess of such price. G3 may dispute an invoice and may, at its discretion, withhold all or part of any payment to Vendor to such extent as may be necessary to protect G3 from loss.
5. Change Order:
G3 may, by issuing a written change order, make changes in any one or more of the following: (1) method of shipment or packaging; (2) place or time of inspection or delivery; (3) the quantity and /or type of Deliverables ordered; and (4) the shipment or delivery schedules. If Vendor reasonably believes that the conduct, statement, or direction of G3 constitutes a change hereunder, Vendor shall notify G3 in writing within five (5) days and take no action on the perceived change pending written decision by G3. If any such change causes an increase or decrease in the cost of or time required for performance, an equitable adjustment shall be made in the price or delivery schedule or both, by mutual agreement, and this Order shall be modified accordingly. No claim by Vendor for adjustment hereunder shall be allowed unless made in writing for a specified amount within twenty (20) days from the date notice of any such change is received by Vendor.
6. Schedule, Delays and Delivery:
TIME IS OF THE ESSENCE. Vendor agrees to deliver all Deliverables in accordance with the schedules specified herein or as otherwise specified by G3. G3 is not obligated to accept Deliverables tendered after the scheduled delivery date. Vendor agrees to inform G3 immediately if Vendor has any reason to believe that it will not complete delivery by the time specified. Delivery will not be deemed to be complete until Deliverables have been received and accepted by G3.
a. If shipments or performance is delayed, Vendor shall bear all additional expenses G3 may incur. If G3 believes that a delay or anticipated delay in Vendor's deliveries or performance may impair G3's ability to meet its schedules or may otherwise interfere with its operations, G3 may, at its option, cancel any outstanding deliveries hereunder in whole or in part. Such remedy shall not be deemed to be the exclusive remedy for Vendor's delay or non-performance, but shall be in addition to all other remedies available to G3 as provided for herein, at law, or in equity.
b. If Vendor believes that its ability to fulfill the requirements of an Order are being or will be impaired by any cause, including an event beyond its control and without its fault or negligence, such as a strike, fire, flood or other act of God, act of government, (hereinafter, "Force Majeure"), Vendor shall give written notice thereof to G3 as soon as possible, but in no event later than three (3) business days following Vendor's first knowledge of the event or potential event, along with an estimate of the effect Vendor believes the event will have on its ability to perform. Vendor shall exercise due diligence to eliminate or remedy the effects caused and shall give G3 prompt written notice when that has been accomplished. A Force Majeure event does not include Vendor's inability to obtain materials, acts of its subcontractors nor transportation delays.
c. If G3 is satisfied that a Force Majeure event has occurred which prevents Vendor's full and/or timely delivery of the applicable Deliverables, and Vendor establishes that it could not have overcome the effects of the event with the exercise of commercially reasonable diligence, G3 may, at its option: (i) require Vendor to apportion among its customers the goods available for delivery or personnel available to perform services during the Force Majeure period; (ii) cancel any or all delayed services or delayed or reduced deliveries; or (iii) cancel any outstanding deliveries or commitments hereunder and terminate this Order. If G3 accepts reduced deliveries or services or cancels the same, G3 may procure substitute goods or services from other sources, in which event this Order shall be deemed modified to eliminate G3's obligation to purchase Vendor's goods which were not delivered or services not provided. After cessation of the Force Majeure event, G3 may, but is not obligated, to, require Vendor to deliver Deliverables not delivered during the Force Majeure period. If the event which delayed or prevented performance by Vendor was not in fact a bona fide Force Majeure event, G3 may treat Vendor's non-performance as a default. Notwithstanding any provision hereof to the contrary, the reduction, depletion, shortage, curtailment, or cessation of Vendor's supplies or reserves or any other supplies or materials of Vendor or its suppliers shall not be regarded as a Force Majeure event.
Vendor will pack all Deliverables in suitable containers for protection during shipment at no extra charge, except as specifically authorized in this Order. Charges for packing, hauling, storage or transportation are included in the price unless otherwise specified in this Order. If G3 is specified on the front of this Order as the party responsible for shipping charges, Vendor will pack and ship Deliverables so as to secure the lowest possible shipping charges consistent with reasonable service. A packing slip must accompany each shipment. If no such packing slip is sent, G3's determination of the count, weight, volume, or other measure is agreed to and binding on Vendor with respect to such shipment. When Vendor makes partial shipments under one Order, the date of the final shipment delivery will be the date of all shipments thereunder for purposes of payment and discount. Deliverables will not be shipped C.O.D.
8. Title and Risk of Loss:
Shipping terms are F.O.B. destination unless otherwise specified by G3 in writing. Title to and risk of loss or other damages to the Deliverables will remain with Vendor until the Deliverables have been delivered to and accepted by G3 at the destination specified in this Order, or if no destination is specified, after the Deliverables have been inspected and accepted by G3.
9. Inspection and Acceptance:
All Deliverables consisting of goods and all work product from services shall be subject to testing, inspection and audit by G3 at G3's option, prior to final acceptance. Any Deliverable not accepted may be held by G3 after notice to Vendor at Vendor's risk and expense or, at the option of G3 and in addition to G3's other rights and remedies, Vendor will replace the same or reimburse G3 for its expense of rework, inspection, transportation and repackaging.
Vendor represents and warrants that, for a period of one year after acceptance by G3 (or such other period as agreed to by the parties in writing), all Deliverables provided hereunder will: (i) meet the applicable specifications (including specifications, drawings, samples, or other descriptions furnished by Vendor or specified by G3); (ii) be new, high grade and of first-class quality; (iii) be merchantable and fit for G3's particular purposes; and (iv) be free from defects in material or workmanship. Vendor represents and warrants that all services performed hereunder will be executed in a professional, skillful and craftsmanlike manner to the reasonable satisfaction of G3. Under no circumstances will workmanship be less than the highest standards for industry practices for the kind of services performed. Vendor represents and warrants that the Deliverables and G3's use thereof (x) do not and will not infringe or violate any intellectual property or other proprietary right of any other party; and (y) meet all applicable federal, state, regional and local laws, regulations and requirements and applicable G3 rules and regulations. Vendor further represents and warrants that Vendor has no knowledge of any actual or threatened claims or other charges or encumbrances of any kind or nature upon the Deliverables or that could affect in any way the transactions contemplated by this Order. Vendor hereby warrants, represents and guarantees that no Deliverables covered by this Order: (a) are misbranded or adulterated, or will cause G3 products to be misbranded or adulterated, within the meaning of the Federal Food, Drug, and Cosmetic Act (the "Act"); or (b) may not, under the provisions of Section 404, 505, or 512 of the Act, be introduced into interstate commerce. Vendor warrants and represents that it does not and will not during the term of this Order have any interest, direct or indirect, financial or otherwise, in a retail liquor license. All warranties hereunder will survive any inspection, delivery, acceptance or payment for Deliverables.
If any of the Deliverables are defective or otherwise not in exact accordance with the requirements of this Order, including, without limitation. any blueprints, specifications, samples, or instructions issued in connection therewith, G3, in addition to its other rights, may:
a. Require prompt repair or correction thereof by Vendor or G3's designee at Vendor's expense;
b. Require Vendor to replace such Deliverables and upon Vendor's failure or refusal to do so, replace the same at Vendor's expense; or
c. Reject any shipment or delivery containing defective or non-conforming Deliverables and return for credit or replacement at G3's option, said return to be made at Vendor's cost and risk. The terms and conditions of this Order also apply to any repaired or replacement Deliverables provided by Vendor.
12. Compliance with Laws:
In the performance of this Order, Vendor will comply with all applicable federal, state and local laws, rules and regulations, including, without limitation, the following:
a. Vendor represents and warrants to G3 that Vendor will comply with all federal, state, and local laws, ordinances, rules, and regulations applicable to its performance under the Order including, without limitation, the Fair Labor Standards Act of 1938, as amended, the Equal Employment Opportunity clause prescribed by Executive Order 11246 dated September 24, 1965 as amended, and any rules, regulations, or orders issued or promulgated under such acts and all applicable laws prohibiting human trafficking and slavery.
b. G3 and Vendor shall abide the requirements of 41 C.F.R. Section 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.
c. Vendor has and shall maintain in effect all licenses, permissions, authorizations, consents and permits required for Vendor to carry out its obligations under this Order.
d. Vendor will comply with all Occupational Safety and Health Administration (OSHA) regulations covered under CFR29.1910 general safety and CFR29.1926 construction safety.
e. Any clause required by any law, ordinance, rule or regulation to be included in an agreement of the type evidenced by this Order shall be deemed to be incorporated herein.
13. Hazardous Materials:
All chemicals, materials or substances used by Vendor on G3's property must conform to, and be provided, used, stored, delivered, and disposed of by Vendor in accordance with, the standards and regulations promulgated under the federal Occupational Safety and Health Act of 1970. Vendor must furnish all Material Safety Data Sheets for any regulated chemicals, hazardous materials or substances at the time of delivery. Vendor shall use its best efforts to ensure that there is no discharge, spillage, uncontrolled loss, seepage or filtration of any toxic, hazardous, or potentially dangerous materials or waste on G3's property. If discharge, spillage, uncontrolled loss, seepage or filtration does occur, Vendor shall be deemed the owner and generator of such materials or waste, and Vendor, at its expense, shall clean up, store, transport, and dispose of any such materials or wastes in accordance with applicable local, state, and federal laws and regulations, and will indemnify and hold G3 harmless from and against any current or future liabilities resulting from such an incident.
If the parties to this Order have entered into a Mutual Non-Disclosure Agreement ("NDA"), the confidentiality obligations of the parties shall be governed by thereby. If not, all information provided or made available by G3 to Vendor hereunder will (i) be kept strictly confidential and will not be disclosed by Vendor; (ii) not be used by Vendor other than to perform its obligations hereunder; and (iii) be returned to G3 immediately upon demand. Unless the parties have signed an NDA, G3 has no confidentiality or other obligation with respect to any Vendor information or materials
15. No Publicity:
Vendor will not publish, release, or publicize in any medium, print or electronic, or otherwise disclose anything about G3, this Order or its existence or contents, the Deliverables, or the relationship between the parties except as expressly set forth herein. Neither this Order nor any disclosure of information hereunder grants Vendor any right or license to any of G3's confidential information, or any trademark, (whether registered or unregistered), logos, trade name, trade dress, copyright or patent or other intellectual property herein now or hereafter owned or controlled by G3 (collectively, "G3 Property"). Vendor will not use G3's name or any of G3's trademarks or trade names for any purpose without the express prior written permission of G3.
If Vendor is creating or producing promotional or advertising material for G3, Vendor will consult with G3 and follow G3's instructions, including, but not limited to, instructions on the format and content of the advertising material.
17. Intellectual Property:
a. As between Vendor and G3, all G3 Property will remain the sole and exclusive property of G3 (or its licensors, as applicable). G3 will be the sole and exclusive owner of all right, title and interest in and to any intellectual property rights with respect to items conceived, developed, created or reduced to practice by Vendor, solely or jointly with others, in whole or in part, during the course of Vendor's provision of Deliverables hereunder, and any such intellectual property in and to the Deliverables will constitute G3 Property. To perfect G3's ownership thereof, Vendor hereby assigns to G3 all rights Vendor may have in and to the applicable G3 Property. Vendor agrees that for copyright purposes all G3 Property created by Vendor will be deemed "works made for hire," and that Vendor will have no rights in or to the G3 Property. To the extent any right, title and/or interest in any such G3 Property cannot be assigned by Vendor, Vendor hereby grants to G3 an exclusive, perpetual, transferable, irrevocable, royalty-free, worldwide, fully paid license (with rights to sublicense through multiple tiers of licensees) to practice such non-assignable right, title and/or interest.
b. G3 hereby grants to Vendor a nonexclusive, non-transferable, limited license (to the extent of G3's rights) to use the G3 Property provided to Vendor solely as necessary for Vendor's performance under this Order, solely for the benefit of G3 and solely during the term of this Order. Vendor agrees to comply with any terms and conditions that are communicated by G3 to Vendor and are applicable to any third party intellectual property provided to Vendor as G3 Property hereunder. Vendor will use G3 Property at its own risk and shall be responsible for all loss of or damage to the same while in Vendor's custody. G3 makes no warranties of any nature with respect to any property, materials or data provided to Vendor.
c. Vendor acknowledges and agrees that G3 is the sole owner of the G3 Property and all associated goodwill. Vendor shall not (i) do anything that that might harm the reputation or goodwill of the G3 Property; (ii) take any action inconsistent with G3's ownership of the G3 Property; or (iii) challenge G3's rights in or attempt to register the G3 Property or any mark or logo substantially similar thereto.
d. To the extent that any Vendor intellectual property ("Vendor Property") is incorporated into any Deliverables (or otherwise provided to G3, or the intellectual property rights therein could prevent G3 from exercising any right in or to any Deliverables), Vendor hereby grants to G3 a nonexclusive, transferable, perpetual, irrevocable, worldwide, royalty-free, fully paid license (with the right to sublicense through multiple tiers of licensees) to make such uses of such Vendor Property and practice all intellectual property rights relating to such Vendor Property as are necessary or appropriate for G3's use of the Deliverables and/or in G3's business.
a. To the fullest extent permitted by law, Vendor shall indemnify, defend and hold harmless G3, its officers, directors, employees, agents, successors and assigns (collectively, "Indemnified Parties") from and against any and all damages, liens, fines, penalties, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or relating to any third party causes of action, suits or claims, (collectively "Claims") arising out of or relating to (i) any act, error, omission, negligence, or willful misconduct of Vendor, its employees, subcontractors or agents; (ii) any actual or alleged infringement or violation of any patent, trademark, copyright or other intellectual property or proprietary right or any unfair competition relating to the Deliverables; (iii) the Deliverables; or (iv) any breach by Vendor of any term or condition of this Order, whatever form those Losses take. G3 reserves the right to participate in and/or control, any such claim brought against G3. G3 agrees to provide Vendor with reasonably prompt notice of any such claim (provided G3 has received written notice thereof).
b. If, as a result of a Claim, G3's use of the Deliverables is enjoined or otherwise legally prevented or prohibited, temporarily or permanently, Vendor will, at Vendor's sole expense, within ten (10) days of the issuance of such injunction or other legal decision, either: (i) procure for G3 the right to continue using the affected Deliverables in accordance with the terms of this Order; (ii) modify the Deliverables so as to make them non-infringing, provided that the modified Deliverables continue to conform to all of the specifications for the enjoined or prohibited Deliverables and provide the same features and functionality to G3; or (iii) replace the Deliverables with non-infringing product(s) of equal or better performance which conform to all of the specifications for the enjoined Deliverables and provide the same features and functionality to G3. If Vendor is not able to perform any of the foregoing within the time period set forth above, Vendor will refund the fees paid by G3 for all of the affected Deliverables (including, without limitation, Deliverables provided by Vendor that are dependent upon such affected Deliverables for G3's effective use thereof or for G3 to obtain the benefit therefrom). The foregoing will not affect Vendor's other obligations set forth in this Section.
c. The foregoing indemnification provisions will not reduce or affect any other rights or obligations which would otherwise exist in favor of the Indemnified Parties. Any insurance requirements set forth in this Order, any limitation on amount or type of damages, compensation or benefits payable by or for the Vendor or a subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts will not limit the foregoing indemnification obligation.
d. In no event will G3 be liable for any incidental, consequential, indirect, special, exemplary, or punitive damages.
19. Termination and Default:
G3 may, for its sole convenience and without necessity of proof of default by Vendor, terminate this Order upon written notice to Vendor. Upon receipt of such notice, Vendor shall immediately stop all work under this Order and shall immediately terminate any applicable orders and sub-contracts arising thereunder. Unless such termination is due to a default by Vendor, G3 will pay all reasonable amounts due to Vendor for all authorized Deliverables provided prior to such notice of termination (or, if G3 has pre-paid any amounts to Vendor, Vendor will provide G3 with a pro-rata refund of any such pre-paid amounts that have not properly accrued in accordance with the foregoing), and these payments (or accrued and retained pre-payments, as applicable) by G3 will be Vendor's sole and exclusive remedy and G3's sole liability for such termination. Deliverables provided as of the date of termination shall be the property of G3, and Vendor shall safely hold the same subject to receipt of G3's shipping instructions. If Vendor defaults, G3 may cancel all or any part of this Order without liability by providing Vendor with written notice and may exercise any other remedy provided to buyers of goods or services by law or in equity, including injunctive relief to protect G3's rights under this Order or the Master Agreement.
Vendor represents and warrants that it carries and will maintain (i) Commercial General Liability ("CGL") insurance coverage in an amount equal to or greater than $1,000,000 per occurrence combined single limit; and (ii) worker's compensation insurance as required by the state during its performance of this Order. Vendor's CGL coverage will (x) provide coverage for bodily injury, property damage, personal injury, contractual liabilities and advertising injury; (y) be provided by companies that maintain an AM Best rating of at least A- and a financial size of at least 7(VII) or equivalent rating thereto acceptable to G3; and (z) be on an occurrence-based form. Upon request, Vendor will provide G3 with certificates of insurance and policy endorsements evidencing the above coverage and naming G3 as an additional insured. All insurance policies and coverages applicable to this Order will not contain any exclusions or limitations for claims, suits or judgments brought within any state where either G3 or Vendor does business or is located or domiciled. Vendor understands and agrees that any limitations on Vendor's liabilities set forth herein or in the Master Agreement, including the amount of damages available, indemnification, warranty or hold harmless provisions, shall not apply and shall not be enforceable to the extent that insurance is available for such liabilities under insurance policies maintained by Vendor.
21. Governing Law and Venue:
This Order shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising under this Order or otherwise, may be brought only in a court having jurisdiction and venue in Stanislaus County for state court causes of action and in the Eastern District of California for federal court causes of action. Vendor waives any objection on the basis of personal jurisdiction or venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Order. Vendor agrees to accept service of process by registered mail.
22. Attorneys' Fees:
If any legal action or other proceedings are brought between the parties, the successful or prevailing party will be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.
Vendor will not assign any rights or delegate or subcontract any obligations under this Order without G3's prior written consent. G3's consent to any assignment or subcontractor will not relieve Vendor of its responsibility for the performance of any of its obligations hereunder; nor will it constitute G3's consent to further assignment or subcontracting. Further, any action or inaction by any such subcontractor that would constitute a breach or violation of any term of this Order will be deemed a breach thereof by Vendor. If G3 permits subcontracting, Vendor shall inform its subcontractors and suppliers about all of G3's requirements, including all of the requirements of this Order.
a. No additions, deletions, or modifications to this Order shall be effective unless set forth in writing and executed by both parties.
b. G3's failure to enforce any provision of this Order in any instance shall not be deemed a waiver of that provision in that or any other instance.
c. Vendor and its employees are at all times independent contractors and not employees or agents of G3. Nothing contained in this Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. There is no relationship of exclusivity, nor are there any minimum purchase requirements.
d. If any provision contained herein is determined to be unenforceable, all other provisions shall remain in full force and effect and the affected provision shall be construed so as to be enforceable to the maximum extent permitted by applicable law.
e. All claims by Vendor for money due or to become due from G3 shall be subject to deduction or set off by G3 by reason of any claim arising out of this or any other transaction with Vendor.
f. Provisions of this Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including the following provisions: Warranties, Indemnification, Insurance, Compliance with Laws, Confidentiality, Governing Law and Venue, Attorneys' Fees, and Miscellaneous.