Terms & Conditions
Dalkia Corporate Supplier Terms and Conditions
- All Dalkia Purchase Orders submitted to a Dalkia Supplier are subject to these Terms & Conditions. At its sole discretion, Dalkia may cancel any Purchase Order or any portion thereof prior to shipment of the products by Dalkia Supplier.
- Prices for Dalkia Supplier's products will include all freight, shipping, delivery and handling charges. Supplier's invoices will separately state all applicable taxes, duties or other governmental assessments. Dalkia will make payment within 60 calendar days after receipt of or acceptance of (whichever is later) Dalka's Supplier's invoice, unless otherwise agreed in writing.
- Risk of loss remains with Supplier until the ordered products are received at the location stated in the Purchase Order or, if none is stated, Dalkia's facility or Dalkia's customer's location (in the case of directly shipped products). Subject to Dalkia's right to reject the products, title passes to Dalkia if and only when the products are received at the Dalkia facility stated in the Purchase Order (except when the Purchase Order identifies Dalkia's customer's location, in which case title passes when the products are received by customer representatives).
- All products delivered by Dalkia Supplier are subject to inspection and rejection by Dalkia or Dalkia's customer (in the case of directly shipped products) within a reasonable time after receipt or discovery of any latent defect on non-conformity. If the products are defective or do not conform to the Purchase Order, in whole or in part, Dalkia or its customer may reject the products and, at Dalkia or its customer's sole discretion, either (a) require Dalkia Supplier to replace the products at no additional cost or (b) return the products to Supplier for full reimbursement of any amounts paid for the returned products, plus transportation charges.
- Dalkia may return any purchased product regardless of whether it is non-conforming or defective, as long as the product is in resalable condition and Dalkia will receive a credit from Supplier at the previously invoiced or paid price. No restocking charges will be assessed. Dalkia will prepay shipping for all returns of conforming or non-defective products.
- Dalkia Supplier warrants that all products furnished will be merchantable, free from latent and patent defects and in full conformity with any descriptions, specifications or samples furnished by Supplier. Supplier further warrants that neither the products themselves nor any accompanying product information infringe on the rights of any third party, including any liens or security interests or any intellectual property rights (including any patents, trademarks, copyrights or trade secrets). These warranties shall survive acceptance of and payment for the products. The failure of Dalkia or its customer to reject a product will not constitute a waiver of these warranties. All Supplier warranties shall run to and for the benefit of Dalkia's customers and ultimate end users.
- Dalkia Supplier grants Dalkia a non-exclusive, irrevocable, worldwide, royalty-free right to use Supplier's logos, trademarks, service marks, trade names and domain names ("Supplier's trademarks and logos") in connection with any Dalkia catalogs, websites or other sales and marketing materials, unless otherwise agreed in writing. Dalkia will use Supplier's trademarks and logos consistent with reasonable Supplier quality standards communicated in writing to Dalkia. All goodwill derived from Dalkia's use of Supplier's trademarks and logos shall benefit Supplier.
- If any governmental authority seizes or orders recall of any of the products furnished by Dalkia Supplier or if Supplier deems it necessary to recall any products for any reason, Supplier will reimburse Dalkia for all costs incurred by Dalkia, including reasonable attorneys' fees, in connection with such seizure or recall and, at Dalkia's option, either (a) replace, at no cost to Dalkia, the seized or recalled products with an equal quantity of complying products or (b) refund the purchase price paid by Dalkia for such products.
- Dalkia and Dalkia's Supplier will hold harmless one another and the other's shareholders, directors, officers, agents, employees, customers and subcontractors from any liability, claims, demands, damages, fines, penalties, costs or expenses (including reasonable attorney and other professional fees and disbursements) relating to (a) any products furnished to Dalkia or Dalkia's customers (in the case of Supplier) and (b) any act or omission of Dalkia or Supplier, as the case may be, or its respective agents, employees or subcontractors. The foregoing hold harmless provision (i) will apply regardless of whether a claim or demand arises under tort, negligence, wrongful death, contract, warranty, strict liability, non-compliance with governmental requirements or other legal theories, (ii) will not apply to the extent liability arises out of the negligence or willful misconduct of the party being held harmless or its agents, employees or subcontractors and (iii) will be in addition to any other remedies afforded by law.
- EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER DALKIA NOR DALKIA SUPPLIER WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOST REVENUES OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Dalkia is an equal opportunity employer. Dalkia Supplier shall comply with all federal, state and local regulations to Supplier's workplace.
- Dalkia Supplier shall furnish Dalkia appropriate Material Safety Data Sheets as required by applicable laws or regulations, including applicable U.S. Department of Labor regulations.
- Dalkia Supplier will comply with all applicable laws and regulations relating to the manufacture, packaging, sale, offering for sale, distribution, use and shipment of the products supplied hereunder, including, but not limited to, products containing regulated chemicals or substances. Supplier warrants that the products supplied contain no polychlorinated biphenyls (PCBs), asbestos or mercury (except, in the case of mercury, to the extent mercury is required for the product to operate properly). Supplier will provide Dalkia with information to ensure compliance with such laws and regulations.
- Dalkia Supplier will identify in writing, in a format specified by Dalkia, the country of origin for each product furnished.
- The Dalkia Purchase Order, including these Terms & Conditions, is intended by the parties as a complete and exclusive statement of the terms and conditions of their relationship and supersedes all prior or contemporaneous agreements, written or oral, between the parties relating to the subject of the Purchase Order; provided, that, if the parties have entered into a separate supplier agreement that continues to be in effect on the date of the Purchase Order, the supplier agreement shall supersede these Terms & Conditions. No course of prior dealings between the parties and no custom or usage of the trade shall be admissible to supplement or explain any term or condition herein.
These Dalkia Terms & Conditions may not be changed, amended or supplemented without both parties' written approval. No different or additional terms proposed by Supplier in its acceptance of the Purchase Order or, if such terms are purported to be included in Supplier's acceptance, the resulting Purchase Order will be governed only by these Terms & Conditions.