RGA Purchase Order Terms and Conditions
The following terms and conditions provide suppliers with the guidelines and legal stipulations of our purchase order contract and are the Terms and Conditions for all purchase orders.
This Purchase Order ("Order") is the offer to purchase by Reinsurance Group of America, Incorporated or one of its affiliates as identified on the face of the Order (“Purchaser”) from the seller identified on the face of the Order (“Seller”)
the goods and/or services which are described on the face of the Order.
1. ACCEPTANCE AND TERMS AND CONDITIONS
Seller accepts this Order and any amendments by emailing notification of receipt to Purchaser promptly. Even without such written acknowledgment, Seller's full or partial performance under this Order will constitute acceptance of these terms and conditions. By acceptance of this Order, Seller agrees to be bound by, and to comply with all the terms and conditions of this Order, which includes any supplements to it, and all specifications and other documents referred to in this Order. These terms and conditions apply to everything listed in this Order and constitute Purchaser's offer to Seller, which Purchaser may revoke at any time before Seller accepts it. This Order is not an acceptance by Purchaser of any offer to sell, any quotation or any proposal. Reference in this Order to any such offer to sell, quotation or proposal will not constitute a modification of any of these terms and conditions. Terms and conditions different from or in addition to these terms and conditions, whether contained in any acknowledgment of this Order, or with delivery of any goods or services under this Order, or otherwise, will not be binding on Purchaser, whether or not they would materially alter this Order, and Purchaser hereby rejects them. Purchaser hereby rejects any different or additional terms in Seller’s quotations, acknowledgments, acceptances, invoices or similar documents. These terms and conditions may be modified only by a written document signed by duly authorized representatives of Purchaser and Seller.
Time is of the essence of this Order. Purchaser may by written notice of default to Seller (a) terminate all or any part of this Order in any one of the following circumstances: (i) if Seller fails to perform within the time specified herein or any extensions agreed to by Purchaser in writing or (ii) if Seller fails to perform any of the other provisions of this Order, or so fails to make progress as to endanger performance of this Order in accordance with its terms, and, in the circumstances set out in clause (ii), Seller does not cure such failure within a period of ten (10) days (or such longer period as Purchaser may authorize in writing) after receipt of notice from Purchaser specifying such failure; and (b) procure, on such terms as it will deem appropriate, goods or services similar to those so terminated. Seller will continue performance of this Order to the extent not terminated and will be liable to Purchaser for any excess costs incurred by Purchaser in the procurement of such similar goods or services. As an alternate remedy, and in lieu of termination for default, Purchaser, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller's performance. The rights and remedies of Purchaser provided in this Section 2 will not be exclusive and are in addition to any other rights and remedies provided by the Uniform Commercial Code, by law, at equity or under this Order.
Invoices shall be rendered by email as instructed by the purchase order and shall contain the Purchase Order Number, item number, description of goods or services, quantities, unit of measure, unit prices, and total purchase price. All taxes and freight shall be stated separately. Buyer standard payment terms are Net 30. All claims for money due or to become due from Purchaser shall be subject to deduction by Purchaser for any setoff or counterclaim arising out of this or any other of Purchaser's Orders with Seller.
Seller shall package the goods so as to avoid any damage in transit. If Purchaser does not specify the manner of shipment, route or carrier, Seller shall ship the goods at the lowest possible transportation rates, consistent with Seller's obligation to meet the delivery schedule set forth in this Order. Packing slips must accompany each shipment and should clearly identify the Buyer PO number. Buyer’s count will be accepted as final and conclusive on all shipments not accompanied by packing slips. All articles are to be suitably packaged or otherwise prepared for shipment so as to secure the lowest transportation and insurance rates to meet carrier requirements. Seller is responsible for drayage, boxing, labeling, and packing unless specifically stated on the PO. Buyer has no obligation to accept deliveries that are not made on the required delivery date. Seller responsible for any costs incurred by buyer as a result of any early or late deliveries.
Foreign shipments must be completed under the terms of all applicable export/import laws. Seller agrees to indemnify and hold Purchaser and its affiliates harmless from and against all claims, charges, actions and proceedings brought against Purchaser or its affiliates by any lawful government authority or by any person on account of any alleged violation of export/import laws by Seller.
All goods and services will be subject to inspection and test by Purchaser. Final acceptance or rejection of the goods or services will be made as promptly as practical after delivery except as otherwise provided in this Order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve Seller from responsibility for such goods or services as are not in accordance with this Order nor impose liabilities on Purchaser for them. Purchaser's payment for the goods shall not constitute its acceptance of the goods.
Seller represents and warrants that (a) all goods and services are free of any claim of any nature by any third person and that Seller will convey clear title to Purchaser, (b) all services are performed in a manner acceptable in the industry and in accordance with generally accepted standards, are free from all defects, are fit for the particular purposes for which they are acquired and are provided in strict accordance with the specifications or other requirements (including performance specifications) approved or adopted by Purchaser, and (c) all goods sold will be of merchantable quality, free from all defects in design, workmanship and materials, and fit for the particular purposes for which they are purchased and are provided in strict accordance with the specifications, samples, drawings, designs or other requirements (including performance specifications) approved or adopted by Purchaser. Purchaser's inspection, test, acceptance or use of the goods shall not affect Seller's obligations under these warranties. Seller shall replace or correct, at Purchaser's option and at Seller's cost, defects of any goods not conforming to these warranties. If Seller fails to correct defects in or replace nonconforming goods within ten (10) days from the date the Purchaser notifies Seller of the defect or defects, Purchaser may, upon ten (10) days prior written notice to Seller, either (i) make such corrections or replace such goods and charge Seller for all costs incurred by Purchaser, or (ii) revoke its acceptance of the goods in which event Seller shall be obligated to refund the purchase price and make all necessary arrangements, at Seller's costs, for the return of the goods to Seller. All warranties of Seller herein or which are implied by law shall survive any inspection, delivery, acceptance or payment by Purchaser. Any attempt by Seller to limit, disclaim, or restrict these warranties or any remedies of Purchaser, by acknowledgment or otherwise, in accepting or performing this Order, will be null, void and ineffective without Purchaser's written consent.
Tangible or intangible property of any nature furnished to Seller by Purchaser or specifically paid for in whole or in part by Purchaser, and any replacements or attachments, are the property of Purchaser and, unless otherwise agreed in writing by Purchaser, will be used only by Seller solely to render services or provide goods to Purchaser.
At all times Purchaser will have the right to make changes to this Order. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under this Order, an equitable adjustment will be made in the Order price or delivery schedule, or both, and this Order will be modified in writing accordingly. Any change will be authorized only by a duly executed amendment to this Order.
Seller represents and warrants that it is in compliance with and all goods and/or services supplied hereunder have been produced or provided in compliance with the applicable provisions of all applicable federal, state and local laws or ordinances and all related lawful orders, rules and regulations.
11. CONFIDENTIAL OR PROPRIETARY INFORMATION PRIVACY AND DATA SECURITY
Seller will keep confidential any technical, process, economic or other information derived from data furnished by Purchaser in connection with this Order (in whatever form or format) and will not divulge, export or use, directly or indirectly, such information for its own benefit or the benefit of any other party without obtaining Purchaser's prior written consent. 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 Purchaser. Seller shall at all times comply with the provisions of the RGA Privacy and Data Security Exhibit (including any attachments to this Exhibit), which Seller acknowledges receipt thereof, and which is incorporated by reference as if fully set forth herein.
Seller is and will remain an independent contractor of Purchaser. No employee, agent or representative of Seller or its subcontractors will be deemed to be an employee of Purchaser. Seller must obtain Purchaser’s written permission before subcontracting any portion of this Order. All subcontracts hereunder will require that the subcontractor be bound and subject to the terms and conditions of this Order. No subcontract will relieve Seller from its obligations to Purchaser, including, but not limited to Seller’s insurance and indemnification obligations. No subcontract will bind Purchaser.
13. WORK ON PURCHASER'S PREMISES
If Seller's work under this Order requires Seller to be on the premises of Purchaser or one of its customers or at Purchaser’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 Purchaser. Seller, at its own expense, will have background checks performed on each employee that it plans to assign to work on Purchaser’s premises. Seller will comply with applicable security criteria as issued and updated by the U.S. Customs and Border Protection Agency from time to time. Seller will provide Purchaser with documentation of such compliance upon written request.
Seller must furnish evidence of insurance showing that Seller has and will maintain adequate insurance coverage during the term of this order. Insurance must be carried to at least the following minimum amounts, it being understood that minimum policy limits may be provided through a combination of primary and excess insurance and that the excess or umbrella insurance shall follow the form of the primary insurance: (a) Commercial General Liability insurance, naming Buyer as additional insured, with coverage of not less than US $1 million each occurrence and US $10 million in the aggregate including premises-operations, explosion and collapse hazard, underground hazard, broad form property damage, products/completed operations, contractual liability, independent contractors, and personal injury. (b)Worker's Compensation Insurance as required by the states in which the work is to be performed. This policy must include Statutory Benefits (Coverage A) Statutory and Employer's Liability Insurance (Coverage B) (including Each Accident, Disease/Employee, and Disease/Policy Limit) with a limit of no less than US $2 million each incident. (c) Business Automobile Insurance covering any auto or vehicle (including owned, hired, and non-owned autos or vehicles), with a limit of not less than US $5 million each accident. (d) Errors and Omissions Liability Insurance covering the liability for financial loss due to error, omission of Service Provider, including network security liability and breach of privacy, in an amount of at least $5,000,000 (applicable to Technology suppliers and/or Professional Services suppliers). (e) Commercial Crime Insurance covering the liability for employee dishonesty, with a limit not less than $500 thousand each occurrence. (f) Architects and Engineers Professional Insurance with coverage of not less than US $1 million each occurrence and US $2 million in the aggregate. (g) Umbrella or Excess Liability with limits of $10 million each occurrence and aggregate for bodily injury and property damage with such policy “following form” to all primary policies listed above with the exception of Workers Compensation. The evidence of insurance must set forth the name of the insurer, policy number, expiration date, and limits of liability. Seller's compliance with the insurance requirements does not in any way limit Seller's indemnification of Buyer under Article 15.
Seller agrees that it will indemnify and hold Purchaser its affiliates and its and their respective officers, directors, employees, agents and customers (collectively, the "Indemnitees") harmless from and against any and all damages, claims, demands, litigation, proceedings, losses, expenses, costs, obligations and liabilities, including attorneys' fees and including direct, indirect, special, exemplary, incidental or consequential damages of every kind whatsoever ("Loss and Expense"), whether based upon negligence, breach of express or implied warranty, strict liability or any other theory, suffered, directly or indirectly, by an Indemnitee by reason of, arising out of or in any way connected with this Order, including: (i) the design, manner of preparation, manufacture, construction, completion, delivery or non-delivery of any goods and/or services by Seller; (ii) Seller’s acts or omissions in connection with the goods or services provided pursuant to this Order; (iii) any breach of any representation or warranty made by Seller under this Order; (iv) any failure by Seller to perform or fulfill any of its covenants or agreements under this Order; (v) any injury to persons or damage to property during the progress of the work referred to in this Order which may result in any way from any act or omission of Seller, its agents, employees or subcontractors, except to the extent that any such injury or damage is due solely and directly to Purchaser's gross negligence; (vi) any violation of law or regulations; (vii) any other act, omission or negligence of Seller or any of Seller's agents, employees or subcontractors; or (viii) any litigation, proceeding or claim by any third party relating in any way to the obligations of the Seller under this Order. Seller will maintain Comprehensive General Liability (including Contractual Liability coverage insuring the liabilities assumed above), Automobile Liability and Employers' Liability insurance with limits as reasonably required by Purchaser, as well as appropriate Workers' Compensation insurance as will protect Seller from all claims under any applicable workers' compensation and occupational disease acts. At Purchaser's request, Seller will furnish to Purchaser a Certificate of Insurance completed by its insurance carrier(s) certifying that the required insurance coverages are in effect, with waiver of subrogation, naming Purchaser as an additional insured, and containing a covenant that such coverage and will not be canceled or materially changed until ten (10) days after prior written notice has been delivered to the Purchaser.
PURCHASER'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS ORDER IS LIMITED TO THE AMOUNT PAID BY PURCHASER FOR THE GOODS AND/OR SERVICES. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, PURCHASER SHALL NOT BE LIABLE UNDER THIS ORDER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES EVEN IF PURCHASER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. TERMINATION FOR CONVENIENCE
Purchaser may terminate all or any part of this Order for convenience at any time by 90 days’ written notice to Seller.
Seller indemnifies and agrees to hold harmless Purchaser and all of the Indemnitees from all Loss and Expense arising from any alleged or actual Infringement (as defined below) and will pay all judgments and other amounts payable or any settlement or compromise arising from all suits or proceedings involving Infringement. In addition, Seller will, at its own expense and at Purchaser’s option, either procure for Purchaser the right to continue using the allegedly infringing item, replace it with a non-infringing equivalent or remove it and refund the purchase price and the transportation and installation costs thereof. On being notified, Seller will promptly investigate and defend, at its expense, any suit or proceeding in which Purchaser or any other Indemnitee are made defendants or claimed potential defendants for any alleged infringement, contributory infringement, inducement of infringement, or unauthorized or unlawful use of any patent, copyright, trademark, trade secret, mask work, proprietary data, or other information, or claim of right, title or interest by another party in any good or service or related documentation (collectively, “Infringement”), in any case resulting from the sale, use, lease or other disposition of any good or service under this Order. Seller will pay and discharge all judgments or decrees rendered in any such suit or proceeding against any Indemnitee.
(a) NON ASSIGNMENT: Assignment of this Order or any interest in it or any payment due or to become due under it, without the written consent of the Purchaser, will be void.
(b) TRANSPORTATION: All the prices are established as FCA Destination, Freight Prepaid, unless otherwise specifically provided on the front of this Order. Title and risk of loss shall not pass to Purchaser until delivery of the goods to the location designated on the face of this Order and acceptance by Purchaser. If Purchaser rightfully rejects the goods, receives a non-conforming tender or revokes its acceptance, risk of loss and title shall be deemed to have remained with Seller. The responsibility for freight damaged merchandise will be assumed by Seller. No charges for unauthorized transportation will be allowed. Any unauthorized shipment, which will result in excess transportation charges, must be fully prepaid by the Seller. Seller will not declare any value on such materials shipped via United Parcel Service, Rail Express, Air Express, Air Freight or Parcel Post. Seller will release rail or truck shipments at the lowest released valuation permitted in the governing tariff or classification.
(c) REMEDIES: Each of the rights and remedies reserved to Purchaser in this Order shall be cumulative and additional to any other remedies provided in law or equity. No delay or failure by Purchaser in the exercise of any right or remedy shall affect any such right or remedy and no action taken or omitted by Purchaser shall be deemed to be a waiver of any such right or remedy.
(d) PUBLICITY: Seller will not use Purchaser's name in publicity, advertising or similar activity except in accordance with Purchaser’s guidelines and with Purchaser's prior written consent. Seller will not disclose the existence of this Order or any of its respective terms to any third party without Purchaser's prior written consent.
(e) GOVERNING LAW: This Order, and all transactions relating to it, will be interpreted under and governed by the laws of the State of Missouri in the United States of America without regard to its conflict of law principles. Purchaser and Seller agree that the exclusive proper venue for all actions arising in connection herewith will be in state court in St. Louis County, Missouri or in the federal court for the Eastern District of Missouri and the parties agree to submit to such jurisdiction and to waive any claim that such courts are an inconvenient forum. Further, the United Nations Convention on the International Sale of Goods (1980) (as amended from time to time) will not apply to the Order or any related transactions.
(f) DISPUTE RESOLUTION: In the event a dispute shall arise between the Buyer and Seller, the parties must meet promptly to attempt in good faith to resolve the dispute. It is hereby agreed that the parties shall have thirty days (30) to resolve the dispute at the end of which the matter shall be referred to United States Arbitration and Mediation for arbitration in accordance with United States Arbitration and Mediation Rules of Arbitration to be held in St. Louis, Missouri. The arbitrator’s decision shall be final and binding and judgment may be entered thereon. In the event Buyer or Seller fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with arbitrator’s award, the other party is entitled of costs of suit including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award.
(g) SURVIVAL: Seller’s obligations under Sections 7, 10, 11 15, 16, 18 and 19 will survive any termination of this Order.
(h) ENTIRE AGREEMENT: This Order, with such documents as are expressly incorporated by reference, is intended by the parties as a final expression of their agreement with respect to such terms as are included in it, and is intended also as a complete and exclusive statement of the terms of their agreement.
(i) WAIVER; MODIFICATION: No claim or right arising out of a breach of this Order can be discharged in whole or in part by a waiver or renunciation of the claim or right unless supported by consideration and in a writing signed by the aggrieved party. The failure of Purchaser to enforce at any time or for any period of time any of the provisions hereof will not be construed to be a waiver of such provisions or of the right of Purchaser thereafter to enforce each and every such provision. This Order can be modified or rescinded only by a writing signed by both of the parties.
(j) NOTICES: All notices, consents, waivers and other communications required or permitted to be given pursuant to this Order shall be sent to RGA, 16600 Swingley Ridge Road, Chesterfield, Missouri 63017, to the attention of RGA Purchasing, and to Seller at its address as set forth in this Order, or at such other address as either party may designate in writing to the other party
(k) SEVERABILITY: If any provision of this Order shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, this provision shall not affect any other provision or provisions contained in this Order.
(l) PARAGRAPH TITLES: The paragraph titles are solely for convenience of reference and shall not affect the meaning or construction of any provision of this Order.