HYATT
Purchase Order TERMS AND CONDITIONS
1. Acceptance and Effect. This purchase order is made this ____ day of _______, 20___ ("Commencement Date"), by and between «entity» (hereinafter "Owner") d/b/a «hotel» (hereinafter "Hotel") and _______________ (hereinafter "Vendor" or "Supplier"). These purchase order terms and conditions and the terms and conditions set forth on the cover page of the purchase order hereof (collectively referred to herein as "Purchase Order") shall be the complete and binding agreement between Hotel and Vendor regarding this purchase and shall supersede any prior or contemporaneous negotiations, communications and agreements relating to the subject matter hereof, except where there is an express written and executed contract in place between Hotel and Vendor for the same goods and services that are referenced in this Purchase Order, in which case that express written and executed agreement shall control. This Purchase Order shall be effective when it is accepted by the earlier of Vendor's commencement of performance hereunder or the date of Vendor's written acceptance hereof. At Hyatt we view our Suppliers as business partners who are committed to legal compliance and ethical conduct. By executing this PO or Contract, you acknowledge that your company abides Hyatt's Supplier code of conduct available at hyatt.com/Hyatt-Supplier-Code-of-Conduct.pdf.
2. Goods and Ordering. "Goods" are the goods to be sold by Vendor hereunder as set forth on the cover page of the Purchase Order hereof, including all packaging, instructions, warnings, warranties and other materials and services normally included with such goods. Vendor acknowledges that the Goods are ordered by Hotel as agent for the principal(s) designated on the cover page of the Purchase Order hereof and that the Goods are ordered solely for the account of such principal(s).
3. Packing. All Goods shall be prepared for shipment according to Hotel's instructions, in a manner that follows good commercial practice, acceptable to common carriers for shipment at a commercially reasonable rate, and adequate to ensure safe arrival. Packing costs, including, if applicable, pallets, shall be included in the price of the Goods. Vendor shall clearly mark all containers with necessary lifting, handling and shipping information, Purchase Order Numbers, date of shipment and the names of Hotel and Vendor.
4. Shipment. The "Ship To" address shall be as set forth on the cover page of the Purchase Order hereof. Vendor shall not make, and Hotel shall have no obligation to accept, any partial shipments or shipments received before the date specified on the cover page of the Purchase Order hereof. Unless otherwise specified on the cover page of the Purchase Order hereof, all shipments shall be DDP (Incoterms, 2000) to such address. Title and risk of loss shall pass to Hotel at the DDP delivery point; provided, however, that the risk of loss shall remain with Vendor as to any Goods that are not accepted, that are rejected, or as to which Hotel's acceptance has been revoked. All shipments shall be accompanied by an itemized packing list.
5. Delivery; Cancellation and Changes. Delivery of Goods shall be strictly in accordance with the schedule set forth on the cover page of the Purchase Order hereof, and Vendor will report any delivery delays to Hotel immediately. Receipt of such report shall not operate as a waiver of any of Hotel's rights hereunder. Time is of the essence. Hotel may at any time cancel any shipment not actually received by the "Ship To Arrive Date" shown on the cover page of the Purchase Order hereof without cost or further obligation to Vendor. Vendor shall ship back orders and late shipments only to the extent authorized in writing by Hotel. Hotel shall have the right to cancel this Purchase Order, in whole or in part, increase or decrease quantities ordered, change any delivery dates, or make changes with respect to the method of shipment or packing, or the place of delivery upon five days written notice prior to delivery of Goods without liability to Vendor or any third party. Any partial cancellation shall not affect Vendor's obligations with respect to the un-cancelled portions of this Purchase Order. Such rights of cancellation shall be in addition to any and all other rights of Hotel.
6. Invoices; Payment and Taxes. Within thirty (30) days of shipping Goods to Hotel, Vendor shall send Hotel an invoice, listing, without limitation, the Purchase Order Number(s), Goods description, quantities and unit prices. Hotel agrees that Vendor may, solely as a matter of administrative convenience, use Vendor's standard form of invoice, which may contain pre-printed or other terms. Notwithstanding anything to the contrary therein, the parties understand and agree that such invoice terms shall be without any effect whatsoever to the extent such terms add to, subtract from, or differ from the terms of this Purchase Order. Unless otherwise agreed in writing, Hotel shall not be obligated to pay any invoice until thirty (30) days after the later of (i) the date all the Goods to be furnished by Vendor pursuant to this Purchase Order have been fully accepted by Hotel, and (ii) Hotel's receipt from Vendor of the corresponding invoice from Vendor as provided for in this Section 6. Earlier payments shall be at Hotel's sole discretion. Unless otherwise expressly stated on the cover page of the Purchase Order hereof, the prices set forth in this Purchase Order shall include all applicable taxes, including without limitation foreign, federal, state, local and value-added taxes ("VAT"), and any duties, imposts or levies other than VAT. Vendor's invoicing Hotel for any tax shall constitute a warranty that Vendor is duly registered with the taxing agency that levies the tax. If Vendor does not remit the tax to the appropriate agency, or if a subsequent tax is assessed by the agency against Hotel, Vendor shall reimburse Hotel for all amounts of tax Hotel has remitted to Vendor and Vendor shall defend, indemnify and hold harmless Hotel against any and all losses, liabilities, penalties, interest and expenses (including attorney fees).
7. Inspection. Payment shall not constitute acceptance of Goods. Hotel shall have the right to inspect the Goods and reject whatever is nonconforming. This right of inspection, whether exercised or not, shall not affect Hotel's right to revoke acceptance or pursue other remedies if defects or nonconformities are discovered at a later date, notwithstanding that any defect or nonconformity could have been discovered upon inspection. In the event that Goods do not comply with the applicable warranty/specifications, Hotel shall have the option to reject and return all such nonconforming Goods, or a part thereof even though less than a commercial unit, and Vendor agrees to pay or reimburse Hotel for invoice costs, delivery costs, the cost of returned shipments, and labor and other expenses incurred in sorting, inspecting, and packing such Goods for return.
8. Warranty. Vendor warrants that: (i) all Goods provided hereunder shall be new, merchantable, of satisfactory quality, free from defects in workmanship, materials and design (except where such design has been provided solely by Hotel), fit for the purposes to which Vendor reasonably knows or should know such Goods shall be put, shall conform to this Purchase Order, published specifications and samples, and shall be free from claims or liens of third parties, including without limitation any mechanics liens or other encumbrances; (ii) the Goods and their use will not infringe any patent, trademark, copyright or other right; that the Goods have adequate warnings and instructions; and that Vendor is not a party to any agreement or understanding, and that there is no other impediment or restriction, that prohibits or prevents Vendor from selling and delivering the Goods hereunder; (iii) any services provided hereunder shall be performed in a professional and workmanlike manner, and (iv) all Goods shall be manufactured, processed, packaged, labeled, marked, tagged, tested, certified, weighed, inspected, shipped and sold in compliance with all applicable foreign, federal, state, provincial and local laws and regulations, including by way of example all laws and regulations relating to health, safety, serial numbers, labeling and country of origin designation; all FDA, toxic substances, OSHA and EPA regulations. Vendor agrees to execute and furnish to Hotel, on request, all reasonable certifications, guaranties and other documents regarding compliance with such warranties. Vendor shall immediately notify Hotel should Vendor become aware of any non-compliance with the foregoing warranties. With respect to any Goods that are alleged to fail to comply with the foregoing warranties, Vendor shall accept return of such Goods from Hotel (at Vendor's expense), and at Hotel's option (and Vendor's expense) promptly: (a) repair such Goods to make them conforming and return it to Hotel; (b) replace such Goods with Goods that do conform; or (c) refund all amounts paid to Vendor for such non-conforming Goods. Hotel shall have no liability for any returned Goods, and Vendor shall bear all liability, responsibility and expenses therefor. Any approval by Hotel of Vendor's materials, design or manufacturing or other processes shall have no effect on the foregoing warranties.
9. Indemnity. Vendor shall indemnify, defend and hold harmless Hotel, the principal(s), and each of their officers, directors, shareholders, affiliates, agents, employees, and consultants from and against any and all actions, losses, liabilities, costs, damages, claims, demands, judgments and expenses of any kind (including, without limitations, attorneys' and experts' fees, costs and expenses) (collectively, "Claims") arising from or related to any claim, demand threat, suit or proceeding regarding any: (i) the design, manufacture, labeling, shipment, use and/or sale of any Goods, (ii) Vendor's actual or alleged violation of any law, statute or ordinance or any administrative order, rule or regulation relating to the Goods, or to their design, manufacture, shipment, labeling, use or sale; or (iii) Vendor's breach of this agreement, including without limitation any breach of warranty hereunder. Hotel shall notify Vendor of any such Claim and Vendor shall defend or settle, at its own expense, each and every such Claim. If an injunction restricting Hotel's rights with respect to any Goods is issued or appears reasonably likely to be issued as a result of any such Claim, Vendor agrees at its expense, and at Hotel's sole option, to promptly either: (a) procure for Hotel the right to continue using such Goods; (b) replace such Goods with non-infringing Goods; (c) modify such Goods so that they are non-infringing; or (d) refund to Hotel the amount paid for such Goods.
10. Insurance. Vendor shall, at all times, maintain insurance adequate to fulfill its obligations hereunder. Such insurance shall include, without limitation: (i) all risk property damage insurance with limits sufficient to satisfy the requirements as stated in Section 8 above and (ii) public liability insurance, including but not limited to coverage for contractual liability, products liability and automobile liability insurance with combined single limits of one million dollars ($1,000,000.00) per occurrence. All insurance policies provided for by this paragraph shall be maintained at Vendor's sole cost and expense and shall name Hotel and the principal(s) hereunder as additional insured(s). Upon request, evidence of such insurance coverage shall be delivered to Hotel within ten days from the effective date of this Purchase Order. If Vendor fails to comply with the provisions of this Section, Hotel (i) shall have the right, but not the obligation, to obtain said insurance on behalf of Vendor at Vendor's sole cost and expense, and (ii) shall have the right, but not the obligation, to terminate this Purchase Order upon notice to Vendor. If Hotel does secure said insurance, the Vendor hereby agrees to promptly reimburse Hotel the cost thereof.
11. Audit. Hotel or its duly authorized representatives has the rights to examine and inspect all Vendor's books and records and such other evidence of payment to Vendor for the purpose of verifying the utilization of deposits or accuracy of any invoices received by Hotel or compliance by Vendor with the terms and conditions of this Purchase Order.
12. Warranty Regarding Gratuities. Vendor agrees not to give gratuities or rebates of any nature or form whatsoever to Hotel's employees, consultants or agents or to any of its affiliated entities, whether the gratuity be in the form of a loan or direct gift. Vendor also agrees not to enter into any collusive agreements with any party that would adversely affect Hotel.
13. Equal Opportunity. Hotel is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. 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. 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, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.
14. Assignment; Subcontracting. No right or obligation under this Purchase Order (including the right to receive monies due hereunder) shall be assigned by Vendor without the prior written consent of Hotel, and any purported assignment without such consent shall be null and void. Hotel may assign its rights under this Purchase Order at any time. No subcontracting shall be made by Vendor with any other party for furnishing any Goods hereunder, including without limitation any completed or substantially completed articles, spare parts or other work, without Hotel's prior written approval.
15. Other Remedies. The exercise of any remedy herein shall be without prejudice to any other right or remedy available to either party. The rights and remedies provided to Hotel herein shall be cumulative and in addition to any other rights and remedies provided by law or equity. All claims for monies due or to become due from Hotel hereunder shall be subject to deduction by Hotel for any setoff or counterclaim arising out of this or any other of Hotel's or its affiliates' transactions with Vendor.
16. Default and Waiver. In the event of any default by Vendor of any of the provisions of this Purchase Order or misapplication of Hotel's funds, then Hotel may, in its sole discretion, terminate this Purchase Order or any part thereof and Vendor shall be liable to Hotel for any and all damages resulting directly or indirectly therefrom. Waiver by Hotel of any breach hereof shall not constitute a waiver of any other breach.
17. Insolvency. In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Vendor or in the event of appointment, with or without Vendor's consent, of an assignee for the benefit of creditors or a receiver, then Hotel, without any liability on its part whatsoever, shall be entitled to cancel any part of this Purchase Order which has not been performed.
18. Drawings and Specifications. Hotel shall at all times have title to all drawings and specifications furnished by it to Vendor and intended for use in connection with this Purchase Order. Vendor shall use such drawings and specifications only in connection with this Purchase Order and shall not disclose such drawings and specifications to any person, firm, or corporation, other than government inspectors or the employees or subcontractors of Hotel. Vendor shall, upon the request of Hotel or upon performance of all terms and conditions of this Purchase Order, promptly return all drawings and specifications to Hotel.
19. Governing Law; Attorney's Fees. All rights of the parties under this Purchase Order shall be determined in accordance with the prevailing law of the state in which the Goods are delivered and any suit by Vendor under this Purchase Order must be instituted and tried in said state. Vendor agrees to pay all costs and expenses, including all attorneys' fees and court costs, incurred by Hotel in enforcing the terms and conditions of this Purchase Order.
20. Modifications; Amendments. There shall be no modifications, alterations, amendments or deviations from the provisions of this Purchase Order without the prior written consent of Hotel. If any provision of this Purchase Order is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, all other provisions shall remain in full force and effect.
21. Confidentiality; Publicity. Vendor will hold in strict confidence and, without the prior written consent of Hyatt Corporation ("Hyatt"), will not reproduce, distribute, transmit, transfer or disclose, directly or indirectly, in any form, by any means for any purpose, any Confidential Information of Hyatt except for internal use on an as needed basis. As used herein, the term "Confidential Information" shall mean any information provided by Hyatt that is not generally known to the public. "Confidential Information" includes, without limitation, the terms and conditions of this Purchase Order, business policies or practices of Hyatt, and information regarding any guests, employees or suppliers of Hyatt. Notwithstanding the foregoing, Vendor may disclose such terms and conditions when required to do so by law or pursuant to any governmental rule, regulation or request. Vendor will not, without, Hyatt's prior written consent: (a) make any news release, public announcement, denial or confirmation of this Purchase Order or its subject matter; or (b) in any manner advertise or publish the fact of the existence of this Purchase Order.
22. Trademark License. Hyatt grants to Vendor a non-exclusive, non-transferable, revocable license to use Hyatt's trademarks, trade names and logos (the "Marks") solely to affix such marks to the Goods which will be provided to Hyatt hereunder, and solely if and in the manner specified by Hyatt in writing. Vendor acknowledges that this Purchase Order does not transfer any rights to the Marks and that this Purchase Order does not and will not confer any goodwill or other interest in any Mark upon Vendor, all rights to which remain with Hyatt. Without limiting the foregoing, Vendor will not provide any Goods to which the Marks are affixed to any third party. Vendor will not challenge Hyatt's ownership of the Marks in any way. Vendor acknowledges that Hyatt may revoke the license granted in this Agreement at any time for any or no reason, whether or not a breach of this Agreement has occurred. Upon expiration or termination of this Agreement for any reason, Vendor must immediately discontinue all use of the Marks.
23. Severability. If any provision of this Purchase Order or of any agreement between Vendor and Purchaser is held invalid or unenforceable, it shall be so held to the minimum extent required by law and will be amended to achieve as near as possible the same economic effect as the original provision. All other provisions shall remain valid and enforceable.