The following terms and/or conditions shall apply to all purchase orders for goods or services ("Goods"). "Goods" shall mean all goods and services provided by Supplier under this Purchase Order ("PO"). Except as otherwise agreed to herein, this PO shall be governed by any applicable provisions of the Uniform Commercial Code ("UCC"). To the extent this PO entails delivery or performance of services, such services shall be deemed Goods within the meaning of the UCC, except when such provision is clearly not appropriate.
Offer/Acceptance of Purchase Order: This PO reflects Nationwide's offer to purchase the Goods listed in this PO at the purchase price stated herein. Performance by Supplier shall constitute supplier's acceptance of this PO, including these General Terms and Conditions, and Supplier shall deliver the Goods to Nationwide by the date set forth herein.
Payment: Supplier shall invoice Nationwide after delivery of the Goods. Nationwide shall pay Supplier the purchase price for the Goods delivered and accepted within 30 days of receipt of an itemized invoice. Each invoice submitted to Nationwide must also include any applicable tax as part of the total amount billed. The amount of the tax must be clearly identified. Alternatively, if the Goods are not subject to any tax, the Supplier may provide Nationwide with a written statement citing the reason. If Supplier is unable to satisfy these requirements, Supplier shall notify the Nationwide Purchasing Unit. The PO number must appear on all invoices and notices. Nationwide shall not be responsible for costs that exceed those costs payable pursuant to Nationwide’s Travel and Expense Policy. Additionally, Nationwide shall not pay for any travel time unless expressly agreed in writing.
Supplier must submit invoices in accordance with Customer's electronic invoice submission policy ("Invoice Policy"). Supplier must comply with the Invoice Policy at Supplier's sole cost and expense. A copy of the Invoice Policy is available upon request.
Invoicing Delay: If there is a delay in the delivery of any type of invoice to Customer, the amount of such invoice due and payable by Customer in accordance with Payment Terms Section shall be reduced as follows:
- 60 – 89 days overdue – 10% reduction
- 90 – 119 days overdue – 20% reduction
- 120 or more days overdue – 100%
Confidentiality: Each party acknowledges that material and information that has or will come into the possession or knowledge of each in connection with this PO or the performance hereof, may consist of confidential and proprietary data, whose disclosure to or use by third parties will be damaging (“Confidential Information”). Both parties agree to hold such material and information in strictest confidence, not to make use thereof other than for the performance of this PO, to release it only to employees requiring access to such information, and not to release or disclose it to any other party without consent of the disclosing party, which consent shall not be unreasonably withheld. Upon the providing party’s request, the recipient party shall either destroy or return such confidential and/or proprietary information.
Ownership of Confidential Information: Nationwide shall retain ownership of its Confidential Information and any and all of its proprietary systems and methodologies. “Customer Data” shall mean all data and information (a) provided to Supplier by or on behalf of Nationwide or its customers, (b) obtained, developed or produced by Supplier in connection with these PO terms, or (c) to which Supplier has access in connection with the provision of the services. All Customer Data is, or will be, and shall remain the property of Nationwide, and shall be deemed Confidential Information. Without Nationwide’s prior written approval the Customer Data shall not be (i) used by Supplier other than is necessary for Supplier’s performance of its obligations under these PO terms, (ii) disclosed, sold, assigned, leased or otherwise provided to third parties by Supplier, or (iii) commercially exploited by or on behalf of Supplier.
Relationship of the Parties: Supplier is an independent contractor for all purposes. Neither party shall be deemed to be the legal representative of the other. Supplier agrees to assume complete responsibility for its own employees with regard to federal or state employers' liability, workers' compensation, Social Security, unemployment insurance, and Occupational Safety and Health Administration requirements, and agrees to comply with all other federal, state or local laws, ordinances, regulations and licensing obligations.
Representations and Warranties: Supplier represents and warrants that the services will be performed in a professional, timely and workman-like manner, and Supplier has power and authority to transact the business it transacts and proposes to transact, and to perform the obligations under these PO terms. Supplier also represents and warrants that in performing its obligations and exercising its rights under these PO terms, Supplier will comply with all applicable laws.
Infringement: Supplier warrants that it has the full legal right to provide the Goods to Nationwide under these PO terms and that the Goods provided by Supplier hereunder will not infringe upon or violate any patent, trademark, copyright, trade secret or any other proprietary right of any third party. Supplier agrees to defend, indemnify, and hold Nationwide harmless from and against all liability or damages arising out of any actual or threatened claims, demands, investigations, and causes of action regarding infringement.
Indemnification/Insurance: Supplier is responsible for its own liabilities, including those arising from its own negligent or intentional acts and omissions, and agrees to indemnify, defend and hold Nationwide harmless from any loss arising from such acts or negligence, including when such loss is asserted by a third party. In addition, Supplier agrees to maintain comprehensive public liability and property damage insurance in amounts customarily maintained in Supplier's industry, insuring against liability for, among other things, bodily injury and property damage.
Limitation of Liability: NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXCEPT AS MAY BE PAYABLE PURSUANT TO SECTIONS 4 OR 9. ANY DAMAGES AND COSTS PAYABLE TO THIRD PARTIES SHALL BE CONSTRUED AS DIRECT DAMAGES.
Assignment: Neither party shall assign any of its rights or obligations under these PO terms without the prior written consent of the other party, which consent shall not be unreasonably withheld.
Survival: Any specific PO terms, which by their nature would survive expiration or termination of this engagement, shall survive, including, but not limited to, CONFIDENTIALITY, OWNERSHIP OF CONFIDENTIAL INFORMATION, INFRINGEMENT, and INDEMNIFICATION/INSURANCE.
Audit: Nationwide, or its authorized representative, shall have the right to examine, during regular business hours, any records and other materials relative to this PO and maintained by Supplier.
Termination: This PO may be terminated by Nationwide at any time prior to performance of the services or delivery of the Goods.
Miscellaneous: This PO may be modified only in a writing signed by both parties.
Each party agrees that it will not, without the prior written consent of the other in each instance: (i) use in advertising, publicity or otherwise the name of the other, or any affiliate or subsidiary of the other, or any partner or employee of the other, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the other or its affiliates or subsidiaries; or (ii) represent, directly or indirectly, that any product or any service provided by such party has been approved or endorsed by the other.
This PO shall be governed by and interpreted in accordance with the laws of the State of Ohio.
Failure by Supplier or Nationwide to comply with any term or condition of this PO shall entitle the other party to give the party in default written notice requiring it to make good such default. If the party in default has not cured such default within 30 days after receipt of such notice, the notifying party shall be entitled, in addition to any other rights it may have under this PO or otherwise by law, to terminate this PO, or portion thereof, by giving notice to take effect immediately. No party shall be deemed in default of its obligations to the extent that its performance is delayed or prevented by causes beyond its control, including but not limited to acts of God and strikes or other labor disturbances. Notwithstanding the above, in the event of a delay in delivery in excess of 30 days beyond the scheduled delivery date, Nationwide shall have the option to either terminate this PO, in whole or in part, without prejudice to any other rights Nationwide may have; or, to accept a revised delivery date, as to which time shall be of the essence.
No term or provisions hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach of the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.
THE PARTIES AGREE THAT THIS PO, INCLUDING THESE GENERAL TERMS AND CONDITIONS, SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH REFERENCE TO THE GOODS.
THE ACCEPTANCE OF THIS OFFER IS LIMITED TO THE TERMS OF THE OFFER.