Purchasing Terms & Conditions

These Terms and Conditions (the “Agreement”) shall control and govern all purchase transactions between “Summit” and “Seller,” whether under subsequent verbal and/or written requests, unless subject to an express, duly executed agreement for the particular subject matter effective either upon Seller signing this Agreement, or upon Seller shipping the Goods or otherwise commencing performance, whichever occurs first.

This Agreement, together with the specifications, drawings and other requirements specified herein or in a Summit purchase order, constitutes the entire agreement between the parties, and all prior negotiations and proposals related thereto are superseded and of no effect. Any written confirmation of this Agreement by Seller containing additional or different terms shall be of no effect unless Summit expressly agrees in writing. Seller shall give Summit immediate notice if it discovers any conflict or ambiguity between provisions. Each party is acting as an independent contractor in fulfilling its obligations under this Agreement.

“Summit” means the entity specified or in a request document, whether acting on its own behalf or as agent for one of its affiliated companies. “Summit Group” includes Summit, its parent or affiliated companies, and clients, and their respective officers, directors, employees, contractors, subcontractors, vendors (except Seller), invitees, licensees, agents, representatives, heirs, successors and assigns.

“Seller” means the entity executing this Agreement or providing Goods to Summit. “Seller Group” includes Seller, its parent or affiliated companies, and their respective officers, directors, employees, clients (other than Summit), subcontractors, vendors, invitees, licensees, agents, representatives, heirs, successors and assigns.

“Claims” means all claims, losses, damages, expenses, causes of action, events, suits, judgments and liability of every kind, including all expenses of litigation, court costs and reasonable attorneys’ fees arising from this Agreement or the Goods provided hereunder. “Goods” includes the equipment, materials, work or service, including design, delivery, installation, inspection and testing required to be furnished or performed.

As used below the term SITCO Enterprises LLC, Summit International Trading Company, Summit International, Summit Work Apparel®, or any business doing business as set forth on the face of this Agreement is hereinafter collectively referred to as “Summit.”

The price for the Goods shall include all requirements specified in this Agreement. It is fixed and not subject to adjustment for escalation. The price includes all taxes and duties to the specified delivery point, proper packing, loading, and securing the Goods on the carrier’s equipment at the shipping point. Summit’s count shall be final and conclusive on shipments not accompanied by Seller’s itemized packing list.

Seller shall provide Summit the following documents with or prior to shipments of the ordered material. All documents must be on the Manufacturer’s original letterhead, signed by the Seller. Shipment is not considered complete without these documents:

• Certificate of Conformance issued by the manufacturer showing itemized full description, specification and quantity of the supplied material, full name of the manufacturer and country of origin, certifying that the supplied materials are genuine, brand new, and fully in compliance with order specification.
• Manufacturer Standard Warranty Certificate.
• Testing Certificate, if required on the Purchase Order.
• Invoice and Packing Slip in 3 originals with complete dimensions, weights, volume and Harmonized Code of the material to be shipped.

Seller’s performance under this Agreement will not be complete nor payment made until Summit is in receipt of all Goods specified in the quantities ordered and all other properly completed documents, including any required certifications, drawings and bills of lading. Summit may withhold payment, without loss of its right to a discount, until Seller meets all requirements set forth herein.

Payment will be due within the time period set out in the Agreement, or if not stated, 75 days following receipt and acceptance of the Goods and receipt of Seller’s correct invoice.

Seller warrants good title to all Goods, free and clear of any and all liens, restrictions, reservations, security interests, encumbrances and claims of others. Title to all Goods shall pass to Summit on the earlier of (a) delivery to Summit’s specified delivery point, or (b) payment in whole or part. Irrespective of the earlier passage of title, risk of loss shall not pass to Summit until physical delivery of the Goods has been made to Summit’s specified delivery point.

Seller warrants that all Goods will meet the specifications, drawings and other requirements of the Agreement, will be of new materials, first-class workmanship, and free from defects in design, workmanship and materials. Goods found to be non-conforming may be rejected and returned at Seller’s expense. This warranty supplements any manufacturer warranty applicable to the Goods.

Seller shall maintain adequate insurance, including general liability and, where applicable, workers’ compensation, to support its obligations under this Agreement. Upon Summit’s written request, Seller shall furnish certificates of insurance evidencing such coverage.

Each party shall maintain all data, information and other documents obtained from the other party in strict confidence. Confidential Information shall not include information that is, at the time of disclosure, known to the trade or public; later becomes known to the trade or public through no fault of the receiving party; was possessed by the receiving party before receipt; is independently developed; or is required to be disclosed by court order or governmental agency, provided the receiving party gives timely notice to the disclosing party so it may contest the order.

It is expressly understood that Seller is an independent contractor, and that neither Seller nor its principals, employees or subcontractors are servants, agents or employees of Summit.

Summit may cancel any purchase order, in whole or in part, by written notice to Seller. Cancellation charges, if any, shall be governed by the Terms and Conditions of the applicable purchase order or Agreement. Seller shall verify the amount of any cancellation charges prior to acceptance of a cancellation notice.

If either party is unable, by reason of Force Majeure, to carry out any of its obligations under this Agreement (other than the obligation to pay money when due), those obligations shall be suspended on such party giving notice and particulars in writing within a reasonable time after the occurrence of the cause relied upon. Force Majeure includes acts of God, laws and regulations, government action or inaction, war, civil disturbances, strikes and labor problems, vendor or carrier delays, lightning, fire, flood, washout, storm, breakage or accident to equipment or machinery, shortage of raw materials, and any other causes not reasonably within the affected party’s control.

Failure of either party to enforce any of the terms and conditions of this Agreement shall not prevent subsequent enforcement of such terms or be deemed a waiver of any subsequent breach. If any provision is unenforceable or in conflict with applicable governing country, state, province or local laws, the validity of the remaining provisions shall not be affected. This Agreement supersedes all prior oral or written agreements or representations with respect to its subject matter. No course of dealing or usage of trade shall be relevant to supplement or explain any term used in this Agreement. This Agreement may only be amended by an agreement executed by an authorized representative of each party.

This Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of Texas, excluding conflicts and choice-of-law principles. Any dispute, action or proceeding arising out of or relating to this Agreement must be brought in a state or federal court sitting in Harris County or Fort Bend County, Texas, and each party irrevocably submits to the exclusive jurisdiction of those courts.

Seller shall package the Goods for shipment in accordance with good commercial practice and any Summit specifications to prevent damage or deterioration. Delivery shall be made to Summit’s specified delivery point in accordance with the agreed Incoterms. Risk of loss during transit remains with Seller until physical delivery to Summit’s specified delivery point.

All Purchase Orders submitted to Seller by email or fax require acknowledgement and acceptance of the order based on the Terms and Conditions of this document. If Summit does not receive written acknowledgement and acceptance from Seller via email or fax within five (5) business days, Seller agrees that the order is automatically considered acknowledged and accepted by Seller.

This Agreement constitutes the entire Agreement between the parties with respect to the provision of services and supersedes all other terms either expressed or implied by law. No oral arrangement will be effective to modify or waive any provision. Any modification of this Agreement will not be effective unless agreed by both parties. This “Agreement” is an integral part of all Purchase Orders issued by “Summit.”