发票，定价和付款条款。所有价格都是坚定的，不得可能发生变化。未经ITW书面同意，价格完整且未增加额外费用。此类收费包括与产品和服务的制造，销售和交付相关的所有劳动，监督，材料，开销和其他成本，包括所有消费，增值，增值，销售和使用税。18luck新利怎样新利18娱乐ITW应在收到无可争议的发票后60天内购买的18luck新利怎样所有产品支付。All invoices for the Products must reference the Order number, amendment or release number, ITW’s part number, Seller’s part number where applicable, quantity of pieces in the shipment, number of cartons or containers in the shipment, bill of lading number, and other information required by ITW. If Seller breaches any provision of the Agreement, or if any person or entity asserts a claim or lien against ITW relating to Seller’s breach, ITW may withhold from any payments due or to become due to Seller an amount sufficient to protect ITW from all claims, losses, damages and expenses. Seller warrants that the prices charged for the Products or Services or similar products or services are the lowest prices charged by Seller to any other customer under similar conditions. If Seller charges any other customer a lower price for such similar products or services, Seller must notify ITW and apply that price to the Products and Services ordered hereunder.
取消或修改。ITW may cancel any Order, in whole or in part, by providing Seller written or electronic notice of cancellation: (a) with respect to Products that have not been custom designed to ITW’s proprietary specifications, at any time prior to Seller’s shipment of such Products without further obligation or liability to Seller; or (b) with respect to Services, at any time prior to completion and ITW will only be liable either (i) for the Services actually performed up to the date of termination or (ii) if payment of fees is dependent upon delivery of deliverables, for the conforming deliverables actually delivered up to the date of termination. ITW may make changes in specifications, materials, packaging, method of transportation and time and place of delivery at any time by notifying Seller. Seller must give ITW prompt notice if the changes affect the price or delivery schedule. If ITW proceeds with the changes, the parties will negotiate an adjustment to the price or delivery schedule consistent with the Agreement. Seller will make no changes to the Product, including the specifications, design, materials, manufacturing location, or processes, without ITW’s prior written consent.
交货。2010年INCOTERMS 2010将适用于除完全在美国的所有货物。除非订单另有说明，否则所有产品应送交FCA ITW指定交货点（Incoterms 201018luck新利怎样）。卖方应使用ITW指定的载体并根据承运人或ITW的指示标记包装。产品损失的标题和风险应按照适用订单将产品交付和接受产品的交付和18luck新利怎样接受。If, in order to comply with ITW’s required delivery date, it becomes necessary for Seller to ship by a more expensive way than specified in an Order, any increased transportation costs shall be paid for by Seller, unless the necessity for such rerouting or expedited handling was caused solely by ITW. If delivery of Products is not or will not be completed by the date indicated on the Order, ITW may cancel the Order by notice effective when received by Seller, purchase substitute Products elsewhere, and charge Seller for any loss incurred. 100% on-time delivery is required. If Seller fails to deliver the Products by the delivery date, the purchase price will be reduced by an amount equal to 1% of the original price for each business day that the failure continues. ITW is not obligated to accept early deliveries, late deliveries, partial delivers or excess deliveries.
包装;标记;船运。卖方将：（a）根据ITW，所涉及的运营商和目的地国家的要求正确包装，标记和送货;（b）根据ITW的说明路线出货量;（c）根据ITW的说明标记或标记每个包装;(d) provide papers with each shipment showing the Order number, amendment or release number, ITW’s part number, Seller’s part number (where applicable), number of pieces in the shipment, number of containers in the shipment, Seller’s name and number, and the bill of lading number; and (e) promptly forward the original bill of lading or other shipment receipt for each shipment according to ITW’s instructions and carrier requirements. Seller will provide all special handling instructions that are needed to advise carriers, ITW, and their employees how to take appropriate measures while handling, transporting, processing, using or disposing of the Supplies, containers, and packing.
保修单。卖方保证所有产品应：（a）符合所有ITW规范;18luck新利怎样（b）符合任何样本或模型;（c）摆脱设计，做工和材料的缺陷;（d）是新的，没有留置留置权;（e）按照ITW的要求和所有适用法律进行充分包装，标记和标记;（f）适销和适合预期目的，（g）不侵犯任何第三方的知识产权（如下所定义）。检验，测试，验收或使用产品不会影响卖方根据此保修的义务。18luck新利怎样卖方的保修将持续到ITW，其继承人，分配和客户和用户的用户和用户。18luck新利怎样关于服务，卖方保证（a）将及时，新利18娱乐称职和专业的方式和按照行业标准进行服务; (b) its employees and agents providing Services will have the proper skill, training and background so as to be able to perform the Services in a competent and professional manner, and where applicable, shall be certified, licensed or otherwise authorized as necessary to perform the Services; (c) the Services and any deliverables shall conform to any applicable specifications or statement of work.
补救措施。If the Products do not comply with the Product warranty (such Products referred to as “Nonconforming Products”), Seller shall, at ITW’s sole discretion, promptly repair or replace any Nonconforming Products free of charge, or grant ITW a credit or full refund in an amount equal to the purchase price of the Products. Seller is responsible for all costs incurred by ITW in connection with the nonconformity, including costs associated with the unpacking, sorting, examining, repacking and reshipping. Seller shall pay for all recall costs arising out of or in connection with the Nonconforming Products. If Seller is unable to remedy such nonconformity within ITW’s required time frame, ITW may take steps to remedy the nonconformity, and in such case, Seller shall reimburse ITW for any costs incurred by ITW.
责任限制。ITW SHALL NOT BE LIABLE, AND SELLER WAIVES ALL CLAIMS AGAINST ITW, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, DOWN TIME, LOST PROFITS OR COMMERCIAL LOSSES, WHETHER OR NOT BASED UPON ITW’S NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY IN TORT AND/OR ANY OTHER CAUSE OF ACTION. ITW’S LIABILITY IN CONNECTION WITH THE AGREEMENT OR THE PURCHASE OF PRODUCTS OR SERVICES SHALL NOT EXCEED THE PURCHASE PRICE OF THE SPECIFIC PRODUCTS OR SERVICES FOR WHICH THE CLAIM IS MADE.
知识产权的所有权。在订单日期之前存在的所有知识产权和卖方设计和/或由卖方制造的产品中的所有权利仍然是卖方的唯一和独家财产，包括但不限于本发明的权利，18luck新利怎样improvements, U.S., foreign and international design and utility patent registrations and applications (including all reissues, divisions, continuations, continuations-in-part, extensions of any patent or patent application and priority rights attached to any patent or patent application), industrial designs and applications for registration of industrial designs, trademarks and service marks, copyright rights and trade secrets (“Intellectual Property”). The specifications and all other materials and information provided to Seller by ITW shall remain the exclusive property of ITW. Seller acknowledges that ITW and its suppliers own all rights in ITW’s names, trademarks and service marks and agrees that Seller has no right and will not use such names or marks in any manner. Seller hereby grants to ITW all right, title and interest in and to any and all Intellectual Property and other materials, ideas, inventions, methods, processes, data, databases and other information (hereafter “Intellectual Property and other Materials”) created, produced or composed by Seller or any of Seller’s representatives, suppliers, or affiliates specifically for ITW in the course of or pursuant to the performance of work under the Order and any similar previous oral or written agreements with ITW. Seller agrees that such Intellectual Property and other Materials are “works made for hire” under applicable copyright laws (“Work Product”), and as such, ITW is considered the author of such works. To the extent any such works are not considered “works made for hire,” Seller hereby waives any rights under the U.S. Copyright Act, 17 U.S.C. § 101, et seq., to terminate this transfer, as well as any moral rights that may exist in the work, including but not limited to the right of attribution and the right of integrity. ITW grants to Seller the right to use the Intellectual Property and other Materials and the Work Product solely for the purposes of performing under the Order. With respect to the moral rights: (i) the Seller shall, despite the transfer referred to in the present Article 12, not exercise any of its rights, title and interests involved, including but not limited to, any moral rights, in a manner that directly or indirectly harm the commercial interests of ITW; (ii) the Seller confirms that with regard to moral rights of the creators, all creators that created Intellectual Property and other Materials for Seller expressly waive, have waived and agree to waive their paternity right. In any case, the creators will refrain to exercise their moral rights, in a manner that directly or indirectly harm the commercial interests of ITW. Regarding the right of integrity, the creators shall only be able to oppose modification(s) of their work insofar its honor or reputation can be damaged; and (iii) the Seller confirms: (a) that the Seller in any case waives the right to see her name listed as the author of the Intellectual Property and other Materials and that ITW is allowed to disclose the Intellectual Property and other Materials. The Seller guarantees that the rights granted to ITW on the basis of this Article 12, include the rights, title and interest related to the Intellectual Property and other Materials its employees, consultants and independent contractors may or may assert in the future, and that the necessary agreements to do so were entered into with its employees, independent consultants and contractors.
没有宣传。卖方不会以任何方式向第三方（除卖方专业顾问除外）以任何方式宣传，发布或披露，以便卖方已承诺提供订单或条款所涵盖的产品18luck新利怎样of the Order, or use any trademarks or trade names of ITW in any press release, advertising or promotional materials, without first obtaining ITW’s written consent.
保障。卖方同意捍卫和赔偿ITW，其供应商，客户，用户和许可方，以及他们的每个关联公司，员工，股东，官员，董事和代理人（「赔偿缔约方」），来自和反对任何和所有损失，责任，demand, claim, damage, injury, loss of profits or expense (including attorneys’ fees) arising out of or relating to: (a) any breach of Seller’s representations, warranties or obligations; (b) any act or omission by Seller, its officers, employees or agents (including Seller’s subcontractors and their employees and agents); (c) any claim of infringement or misappropriation of any third-party intellectual or proprietary right, including claims for royalties or license fees, in connection with the purchase, use or sale of the Products; and (d) death or any bodily injury, damage to property or any other damage or loss resulting or claimed to result in whole or in part from the Products. Each Indemnified Party may, at its option, be represented by its own counsel in any action, the expenses of which shall be borne by Seller.
备件和特殊工具。卖方将维持供应的能力，并在提供产品的交付后七年的零售部分提供技术支持，或者法律所要求的较长次。18luck新利怎样卖方将在七年期末举行最后一次购买选项，并应在与产品兼容的产品上提供任何关注。18luck新利怎样在卖方撤回任何产品之前，卖方将提前90天通知ITW。ITW可以提供图案，模具，夹具，模具，夹具或其他工具，或直接或间接支付用于制作产品的工具（“特殊工具”）。18luck新利怎样除非ITW以书面批准批准，否则卖方不得（i）删除或重新安置任何特殊的工具，对特殊工具进行任何更改;（ii）使用其他产品或任何其他客户的特殊工具，除了根据此订单提供给ITW的产品;18luck新利怎样（iii）对特殊工具进行任何更改;或（iv）反向工程师任何特殊的工具。卖方应仅使用所有特殊工具，仅用于以书面形式指定的制造产品。18luck新利怎样 Special Tooling shall remain ITW’s property, be segregated from Seller’s property, and be individually marked as ITW’s property. Seller shall maintain Special Tooling in good condition and repair or replace it at Seller’s cost if lost, damaged, destroyed, or otherwise rendered unfit for use. Upon ITW’s request, Seller shall transfer possession of the Special Tooling to ITW free and clear of liens and encumbrances and at the time and place designated by ITW.
遵守。Seller agrees to comply with all federal, state, local and foreign rules, regulations, ordinances and laws applicable to Seller’s obligations hereunder and Seller’s manufacture and sale of the Products and Services, including import/export laws, labor laws, and anti-corruption laws. Seller also agrees to comply with all applicable environmental, health and safety laws, and laws against slavery, human trafficking and child labor. Sellers and subcontractors are notified that they may be subject to the provisions of: 41 CFR Section 60-300.5(a); 41 CFR Section 60-741.5(a); 41 CFR Section 60-1.4(a) and (c); 41 CFR Section 60-1.7(a); 48 CFR Section 52.222-54(e); and 29 CFR Part 471, Appendix A to Subpart A with respect to affirmative action program and posting requirements.卖方和分包商应遵守41CFR§§60-300.5（a）和60-741.5（a）的要求。这些法规根据受保护的退伍军人身份或残疾的基础上禁止对合格人员的歧视，并要求涵盖的主要承包商和分包商采用肯定行动，以雇用和提前就业资格受保护的退伍军人和残疾人的个人。
冲突矿物。应ITW的要求，卖方应确定是否有任何产品含有锡，钽，钨，黄金或任何其他材料，该材料在证券交易委员会（“SEC”）18luck新利怎样中指定为“冲突矿物”。如果没有产品包含一个或多个冲突矿物，这在适用的SEC规则和解释的含义内所需的功能或生产此类产品，应当请求根据要求证明该产品没有任何产品包含此类冲突矿物质。18luck新利怎样如果有任何产品包含一个或多个此类冲突矿物质，则卖方应以任何此类冲突矿产的原产国认证，或者在适用的SEC规则下的这些条款的含义中来自回收或废料来源的冲突矿产。如果卖方无法识别原籍国，而问题的冲突矿物质没有来自循环或废货源，卖方应诚信，以此冲突的原产国进行其相关供应商的询问矿物质，此类调查应符合其根据SEC规则的现有标准，以进行合理的原产地查询。In the event that Seller is or becomes aware that any conflict minerals that are necessary to the functionality or production of any Products originated from a “covered country” within the meaning of the SEC’s conflict minerals rules and did not come from recycled or scrap sources, Seller shall make a good faith effort to determine whether such conflict minerals came from a processing facility certified as conflict free by a recognized industry group that requires an independent private sector audit of the smelter or from an individual processing facility that has obtained an independent private sector audit that is publically available, and to provide written documentation of such determination. Seller shall also take such additional actions and provide such additional information requested by ITW as may be necessary in order for ITW to be or remain compliant with applicable laws, rules and regulations relating to conflict minerals.
不可抗力。如果通过缔约方或协议下的任何义务进行履行，受到上帝，火灾或其他伤亡情况，禁运，权力或供应，战争或暴力，恐怖主义行为或任何法律，秩序，令人受到限制或干涉的proclamation, ordinance, demand or requirement of any governmental agency or similar event beyond such party’s reasonable control (each, an “Event of Force Majeure”), such party shall promptly give the other party written notice of the Event of Force Majeure. Delays caused by labor disputes, changes in cost or availability of raw materials or components based on market conditions, or scheduled downtime for maintenance shall not constitute an Event of Force Majeure. No later than 48 hours after the occurrence, Seller will provide written notice describing such delay and assurance of when the delay will be cured. During the delay, ITW may at its option: (a) cancel any Orders and purchase Products or Services from third parties without liability; (b) to the extent available, require Seller to deliver all finished goods, work in process, tooling, and parts and materials produced or acquired for work under the Order; or (c) have Seller provide Products or Services from other sources and at the price set forth in the Order.
争端解决方案。与协议产生或相关的任何争议将由伊利诺伊州伊利诺伊州的法律管辖并解释，并在伊利诺伊州库克县的州或联邦法院诉讼。缔约方彼此明确释放和放弃陪审团审判的任何和所有权利，并同意仅由司法管辖权的法院审理任何争议。双方同意，联合国国际货物销售合同公约不适用于该协议。If either party commences litigation concerning any provision of the Agreement or if the parties agree to alternative dispute resolution, the prevailing party is entitled, in addition to the relief granted, to a reasonable sum for their attorney’s fees in such litigation or mutually agreed upon alternative dispute resolution, provided if each party prevails in part, such fees will be allocated in the manner as the court or mediator determines to be equitable in view of the relative merits and amounts of the parties’ claims.