ISCO Corporate Headquarters

ISCO Industries, LLC
926 Baxter Avenue
P.O. Box 4545
Louisville, KY  40204

800-345-ISCO (4726)

  • Purchasing Terms and Conditions

TERMS AND CONDITIONS FOR PURCHASE OF GOODS

1.     Parties. These terms and conditions ("Agreement") are between Vendor and ISCO Industries, LLC ("ISCO"). 

2.     Contract. Any Purchase Order for Goods that ISCO delivers to Vendor becomes a contract, which is subject to the Agreement, upon the earlier of:

(a) ISCO's receipt of Vendor's written acknowledgement of ISCO's Purchase Order; provided, that if Vendor's written acknowledgement contains a different description, price, or delivery schedule, then no contract is formed unless and until ISCO provides written approval of the different description, price, or delivery schedule contained in Vendor's acknowledgement; or

(b) the act of Vendor shipping all or any portion of the Goods described in ISCO's Purchase Order.

For purposes of this section, "Goods" includes all products, articles, materials and work associated with the Goods and the delivery of the Goods. Also, a written acknowledgement of ISCO's Purchase Order includes, but is not limited to, Vendor's invoice.

EXCEPT AS PROVIDED IN CLAUSE (a) OF THE PRECEDING, THE PARTIES SHALL NOT ENTER INTO TERMS AND CONDITIONS THAT ARE INCONSISTENT WITH, OR IN ADDITION TO, THE AGREEMENT. ANY PROVISIONS CONTAINED IN ANY ACKNOWLEDGEMENT, INVOICE, FORM, CONTRACT, TERMS AND CONDITIONS, OR ANY OTHER COMMUNICATION FROM VENDOR THAT ARE INCONSISTENT WITH, OR IN ADDITION TO, THE AGREEMENT WILL HAVE NO FORCE OR EFFECT. SUCH PROVISIONS WILL NOT CONSTITUTE ANY PART OF A CONTRACT BETWEEN VENDOR AND ISCO RELATED TO THE GOODS.

3.     Warranties. Vendor expressly warrants as follows: (a) the Goods delivered will conform to the applicable drawings, specifications, samples or other descriptions provided by or on behalf of ISCO, whether contained in the Purchase Order or any other document(s); (b) the Goods delivered will be of good quality, material and workmanship, and otherwise merchantable and free from defects, so as to comply with all implied and actual warranties under the applicable laws; (c) for any pipe and/or fittings, such Goods will comply with the ASTM F2620 standard, the PPI TR33 standard, and other technical reports or documents generally accepted by the polyethylene pipe industry regarding the fusion of pipe and fittings; (d) the Goods delivered will be fit for any other particular purpose, as specified by ISCO; (e) Vendor has title to the Goods; (f) the Goods will be delivered to ISCO free of any security interests, liens, or other encumbrances; (g) the Goods and the delivery of the Goods shall comply with all applicable federal, state, and local laws, rules, regulations, and other legal requirements; and (h) with respect to hiring and employee matters, Vendor has and will comply with the Fair Labor Standards Act, Executive Order Nos. 11246 (Equal Employment Opportunity), 11625 (Utilization of Minority Business Enterprises), and 12138 (Utilization of Women Owned Firms). These warranties will survive beyond the time of any inspection, delivery, acceptance or payment by ISCO for the Goods. ISCO EXPRESSLY REJECTS ANY LIMITATIONS ON ANY OF VENDOR'S WARRANTIES AS MAY RELATE TO THE GOODS.

4.   Warranty against infringement. Vendor warrants that the sale, offer of sale, or use of Goods purchased under the Agreement will not infringe, either directly, jointly, or indirectly by reason of contributory infringement or inducement to infringe, any patents, trademarks or copyrights. ISCO may reject any Goods that do not satisfy this warranty.

5.     Nonconforming goods; nonconforming tender. Goods delivered (whether paid for or not) are subject to inspection, testing and approval by ISCO or its customer before acceptance. If ISCO or its customer reasonably believes that any of the following have occurred, then ISCO may reject the Goods or any portion of the Goods, and may return the rejected Goods at Vendor's expense and risk: (a) the Goods do not fully comply with the warranties provided by Vendor; (b) the Goods do not fully comply with specifications as agreed upon; (c) the Goods are shipped contrary to shipping instructions or specifications, or, in the absence of written shipping instructions or specifications, contrary to generally accepted packing and loading standards for such Goods; (d) the quantity of Goods shipped or delivered exceeds the quantity stated in ISCO's Purchase Order; or (e) except as provided in Section 2, clause (a), the Goods are tendered pursuant to Vendor's acknowledgment, invoice, form, contract, terms and conditions, or any other communication inconsistent with, or in addition to, or which purports to alter or limit the Agreement in any way.

6.    Damages. Vendor will be liable for all actual, direct, indirect, special, compensatory, and punitive damages, including but not limited to lost profits and consequential damages, which ISCO incurs because of (a) Vendor's failure to satisfy any of its obligations, warranties, representations, or requirements arising under the Agreement; (b) any defective product or service delivered by Vendor under the Agreement; or (c) Vendor's negligent or wrongful conduct, acts, errors, or omissions under the Agreement. ISCO EXPRESSLY REJECTS ANY LIMITATIONS ON ANY OF VENDOR'S DAMAGES OR REMEDIES AS MAY RELATE TO GOODS.

7.      Price.  Except as provided in Section 2, clause (a), prices will be the delivered price as set out by ISCO on the face of its Purchase Order, and may not be modified unless the modification is in writing and signed by an authorized representative of ISCO. ISCO will also be entitled to all discounts and rebates allowed by Vendor's payment and other terms. No subsequent events or changed conditions will allow Vendor to change prices, or to make delivery of the Goods contingent upon ISCO accepting new prices. Unless otherwise agreed or prohibited by law, Vendor will pay all taxes relating to the Goods, except state and local sales taxes.

8.     Delivery. Goods must be delivered within the time specified in the applicable Purchase Order. Time is of the essence. If Goods are not delivered within such time, or if ISCO reasonably believes that the Goods will not be delivered within such time, then ISCO may reject such Goods, cancel the order, or do both, without penalty or payment for any Goods not actually delivered at the time of cancellation. Such rejection or cancellation will not limit in any way ISCO's rights and remedies under the Agreement or under applicable law.

9.     Force Majeure.  The parties understand that causes reasonably beyond Vendor's control may render it unable to perform its obligations under the Agreement. Such causes may include natural catastrophe, war, or terroristic acts. If Vendor should declare that an event under this section has rendered it unable to perform: (a) Vendor must exercise due diligence to remove or mitigate the effects of any such conditions so it can resume performance as soon as practical; (b) if Vendor's negligence was not a factor in rendering it unable to perform, then Vendor will be excused from performance for as long as the condition exists to a degree that it reasonably creates an impediment to performance; and (c) without incurring any liability to Vendor, at its sole discretion, ISCO may seek an alternative supplier for the Goods that Vendor declares it is unable to provide timely due to such cause or causes. When and if Vendor resumes performance, Vendor may not charge ISCO a price greater than what was set forth in the Purchase Order, or otherwise agreed upon under Section 2, clause (a).

10.    Packing. Unless otherwise specified, each shipment will be numbered and labeled with ISCO's order number, stock number, contents and weight; will contain an itemized packing slip; and will be properly prepaid for shipment so as to secure lowest transportation and insurance rates and to meet the carrier's requirements,. No charges will be allowed Vendor for packing, breaking, freight, express or cartage unless specified in the Purchase Order.

11.    Indemnification. Vendor shall be liable for, and agrees to indemnify, hold harmless and defend ISCO from and against, all claims, product recalls or withdrawals, losses, liabilities, damages, costs, and expenses (including attorney's fees) arising from (a) Vendor's failure or alleged failure to satisfy any of its obligations, warranties, representations, or requirements arising under the Agreement; (b) any defective or allegedly defective product or service delivered by Vendor under the Agreement; or (c) Vendor's alleged or actual negligent or wrongful conduct, acts, errors, or omissions under the Agreement. For purposes of this section, "Vendor" includes any agents, employees, subsidiaries, affiliates, shippers, contractors, or suppliers of Vendor, as well as any entity acting on behalf of, under the direction of, or under the control of Vendor.

12.    Insurance.  For any Purchase Order for Goods from ISCO that results in a contract under the Agreement, Vendor must obtain and maintain, at its own expense, the following limits of insurance to cover Vendor's and ISCO's activities related to the Purchase Order: (a) commercial general liability insurance, and/or product liability insurance, as is necessary to cover any claims, product recalls or withdrawals, losses, liabilities, damages, costs, and expenses (including attorney's fees) because of bodily injury or property damage; and (b) errors and omissions insurance. The policies affording such insurance to Vendor must also name ISCO as an additional named insured. The limits under these policies must be at least $1,000,000 per occurrence. Vendor may satisfy these limits by obtaining and maintaining primary insurance coverage, or by the aggregate of primary and excess or umbrella insurance coverage. If Vendor is notified that any of the above insurance coverages will be cancelled, Vendor must inform ISCO of this within twenty four (24) hours after Vendor is notified.

13.    No delegation or assignment; offset.  Vendor may not delegate or assign any duties, rights, or claims under the Purchase Order or the Agreement without ISCO's prior written consent. All claims for monies due or to become due from ISCO will be subject to deduction by ISCO for any setoff or counterclaim arising out of this or any other of ISCO's orders with Vendor.

14.    Risk of Loss.  Until such time that ISCO accepts the Goods, the title and risk of loss or damage to the Goods will be borne by Vendor (a) at all times after the Goods leave Vendor's premises whether in transit to or from ISCO's premises or delivery point, whether in possession of Vendor, Vendor's agents, or any third party acting on Vendor's behalf, and (b) for any loss of or damage to the Goods that are in Vendor's possession by any cause, including, but not limited to, theft, casualty, or any act of God. Any loss, injury or destruction of the Goods will not release Vendor from any obligation under the Agreement. For purposes of this section, "Vendor" includes any agents, employees, subsidiaries, affiliates, shippers, contractors, or suppliers of Vendor, as well as any entity acting on behalf of, under the direction of, or under the control of Vendor.

15.    Severability.  The provisions of the Agreement are intended to be construed so as to be valid, binding, and enforceable to the fullest extent provided by law. However, if any provision of the Agreement is deemed to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of the Agreement will remain valid, binding, and enforceable, unless the deletion of such provision(s) would result in such a material change so as to cause completion of the transactions contemplated to be unreasonable to any party.

16.    Confidentiality. Vendor acknowledges that the information contained in a Purchase Order from ISCO, or which Vendor may otherwise obtain from ISCO, is confidential and is treated as such by ISCO. Vendor may not, without ISCO's prior written consent, disclose to third parties any business, commercial, proprietary, or technical information obtained from ISCO during Vendor's performance under any Purchase Order.

17.     Entire agreement; no waiver; limited ability to modify.  The Agreement, and the documents and descriptions referred to in Section 2 above contains the entire understanding of the parties and supersedes all other agreements between Vendor and ISCO, whether entered into before or subsequent to the Effective Date. Failure of either party to enforce any of its rights will not constitute a waiver of such rights or of any other rights. THE AGREEMENT MAY NOT BE MODIFIED OR AMENDED BY ANY COURSE OF DEALING OR PERFORMANCE.

18.     Applicable law; forum selection.  The Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Kentucky without regard to its choice of law rules.  Any action with respect to the Agreement or the Goods sold must be brought in a state or federal court in Jefferson County, Kentucky.