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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.