- Acceptance
These terms and conditions and the documents referred to herein govern all Purchase Orders ("Orders") issued by LSC Communications or one of its subsidiaries located in the United States of America to the Supplier identified on each Order. Fulfillment of any part of an Order, or any other conduct by Supplier which recognizes the existence of a contract pertaining to the subject matter of such Order, shall constitute acceptance by Supplier of such Order and all of the terms and conditions included or referenced on this page (the "Contract Terms"). LSC Communications objects to any terms proposed in Supplier's proposal, sales note, acknowledgment or other form of acceptance of LSC Communications' offer which add to, vary from, or conflict with the Contract Terms. Any such proposed terms shall be void and the Contract Terms constitute the complete and exclusive statement of the terms and conditions between Supplier and LSC Communications. The Contract Terms may be modified only by a written instrument executed by authorized representatives of both Supplier and LSC Communications. If an Order has been issued by LSC Communications in response to Supplier's offer and if any of the Contract Terms add to, vary from or conflict with any terms of Supplier's offer, then the issuance of the Order by LSC Communications shall constitute an acceptance of Supplier's offer subject to the express conditions that Supplier assents to the additional, different and conflicting Contract Terms and acknowledges that the Order and these Contracts Terms constitutes the entire agreement between Supplier and LSC Communications with respect to the subject matter hereof and the subject matter of Supplier's offer. Supplier shall be deemed to have accepted the Contract Terms unless Supplier notifies LSC Communications to the contrary in a writing signed by Supplier's authorized representative within one (1) business day after receipt of the Order.
- Termination
LSC Communications may terminate for convenience at any time by written notice any Order, or its obligation to purchase any products or services from Supplier. If an Order is terminated for convenience, the Order shall be deemed terminated upon receipt of the Notice, unless the notice specifies a date for termination or otherwise mutually agreed to by the parties. LSC Communications shall pay for any products delivered or services performed prior to the date that termination becomes effective (on a pro rata basis if LSC Communications has paid in advance any fees covering a fixed period of Services). Unless LSC Communications has requested and received a refund in respect of any undelivered product(s) or terminated services, it shall be entitled to the delivery of all product(s) and completion of all services for which it has paid prior to the effective date of the termination. In addition to any other remedy provided at law or equity, either party shall have the right to terminate or cancel an Order, and any obligation to purchase, sell or provide a product or service, in the event the other party (a) fails to comply with any condition of the Order or any related Agreement, and such failure is not remedied within thirty (30) days after written notice thereof has been given to such other party; (b) becomes insolvent, makes an assignment for the benefit of creditors, suffers or permits the appointment of a receiver, trustee in bankruptcy or similar officer for all or parts of its business or assets; or (c) avails itself of or becomes subject to any bankruptcy proceeding under the laws or any jurisdiction relating to insolvency or the protection of rights of creditors.
- Confidentiality
All specifications, documents, artwork, or drawings delivered to Supplier by LSC Communications, and any other non-public information LSC Communications discloses to Supplier, remains LSC Communications' property. The information is provided to Supplier solely for the purpose of Supplier's performance of the Order and on the express condition that neither the Order nor the information contained therein or provided in connection therewith shall be disclosed to others nor used for any purpose other than in connection with the Order without LSC Communications' prior express written consent. LSC Communications reserves the right to request that Supplier return all such information to LSC Communications or destroy it. Supplier's obligations under this paragraph shall survive the cancellation, termination or other completion of the Order.
- Warranty
Supplier expressly warrants that all products and services supplied to LSC Communications by Supplier as a result of an Order shall conform to the specifications, drawings or other description upon which the Order is based, shall be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, free from defects and free and clear of all liens or encumbrances. Inspection, testing, acceptance or use of the goods by LSC Communications shall not affect Supplier's obligations under this warranty, and such warranty shall survive inspection, testing, acceptance and use. Supplier agrees to replace or correct promptly defects of any goods or services not conforming to the foregoing warranty without expense to LSC Communications, when notified of such non-conformity by LSC Communications. If Supplier fails to correct defects in or replace non-conforming goods or services promptly, Supplier will be responsible for any costs or damages incurred by LSC Communications due to errors or defects in, or non-performance or non-delivery of, all or any part of the goods or services specified in any Order.
- Price
An Order must not be filled at a higher price than shown on the Order. Unless another currency is specified on the order, all monetary amounts are deemed to be expressed in U.S. dollars. If no price is shown, Supplier must notify the LSC Communications Buyer who issued the Order of the price
and his/her acceptance must be obtained in writing before filling the Order. The price shall not in any
event be higher than the lowest price Supplier provides to any of Supplier's other customers ordering
similar quantities, after taking into consideration all rebates, discounts and allowances. Unless otherwise
provided on the Order, delivery of Goods shall be f.o.b. destination and Supplier will not charge for
boxing, packing, crating or other charges. Supplier's prices include any and all related customs duty. If
Supplier sells products to LSC Communications, or if the services include provision to LSC
Communications of any deliverables, subject to any customs duty, Supplier's prices include any and all
related customs duty.
- Taxes
LSC Communications will not be liable for any taxes with respect to an Order, except for
sales, use, retailers occupation, service occupation, excise, ad valorem, value added, or consumption
taxes imposed by any governmental authority for the purchase of the products Supplier supplies, which
Supplier is required by law to collect from LSC Communications. Supplier shall not collect or remit, and
LSC Communications shall not be liable for, any such taxes if LSC Communications has provided
Supplier with a tax exemption certificate. LSC Communications also will not be liable for any taxes of any
nature based on the income of Supplier. If LSC Communications is required by the law of any jurisdiction
to withhold any taxes, duties, fees, levies, or charges ("Withholding Taxes") from any fees or other
charges (including reimbursement of expenses) paid to Supplier, LSC Communications will be entitled to
deduct the amount of such Withholding Taxes from the amount of such fees or other charges (including
reimbursement of expenses). If Supplier is either exempt from withholding or entitled to a reduced rate of
withholding pursuant to a tax treaty or other applicable law, and provides LSC Communications with
adequate documentation of such exemption from or reduced rate of withholding, LSC Communications
will be entitled to withhold only such Withholding Taxes from which Supplier is not exempt. In case of
doubt by LSC Communications as to LSC Communications' liability for any such tax, Supplier shall allow
LSC Communications, at LSC Communications' expense, to assume control of any litigation or
proceeding relating to the determination and settlement of such tax. LSC Communications shall, upon
final settlement of such litigation and proceeding, reimburse Supplier for any tax owing including in the
amount to be reimbursed, any interest charges and penalties accruing thereon.
- Invoices
Supplier agrees to issue invoices referencing the Order number, line number (where
applicable), release number (where applicable), item number, description of items, sizes, quantities, unit
prices and extended totals. If an Order contains more than one item, Supplier's invoice will make the
proper reference. Taxes, if any that are to be collected by Supplier shall be stated separately and shall be
remitted by Supplier to the appropriate taxing authority. All invoices shall comply with the requirements of
each relevant taxing authority and shall contain data and registration numbers that will enable LSC
Communications to obtain appropriate credit for any Taxes charged. All invoices shall be sent to the email
or street address on the Order. Failure to comply with the above may result in delayed payment or
returned invoices.
- Payment
As full consideration for Supplier's satisfactory provision of the products or performance of
the services, LSC Communications will pay Supplier's invoice not later than ninety (90) days following
LSC Communications' receipt of said invoice unless otherwise indicated in supplier agreement. LSC
Communications' payment of any such invoice shall constitute full and complete satisfaction of any and
all actual and potential fees for the billing period covered by the invoice. Partial payments will not be
made, unless LSC Communications agrees otherwise in writing. All payment terms will be calculated
based upon date of invoice and payment terms will be considered satisfied based upon date of postmark
of payment, or if EFT payment, date of transmission. LSC Communications shall receive invoices within
three (3) business days of invoice date.
- Presumptions
Supplier shall be conclusively presumed to have waived Supplier's right to receive
payment for products or services covered by any Order if Supplier has not submitted an invoice for the
products or services within one (1) year of the date of the Order. Supplier's submission of an invoice shall
give rise to a presumption that the charges are the full amount Supplier is due for the products or services
listed on or referred to in the invoice for the purpose of determining the existence of any underpayment.
Supplier may submit supplemental invoices only if accompanied by a photocopy of the original invoice
and documentation acceptable to LSC Communications that establishes the validity of Supplier's claim for
underpayment. Supplier waives any claim for underpayment if a supplemental invoice and supporting
documentation have not been furnished within the earlier of (i) one (1) year after the Delivery Date or
performance of the services covered by the supplemental invoice, or (ii) three (3) months after the date of
submission of the original invoice.
- Force Majeure
Neither party shall be liable for a delay in performance of its obligations and
responsibilities under this Order due to causes beyond its control, and without its fault or negligence, such
as but not limited to war, embargo, national emergency, insurrection or riot, acts of the public enemy, fire,
flood or other natural disaster, provided that said party has taken reasonable measures to notify the other
promptly in writing, of delay (but in any event, within 72 hours of the force majeure event). Time is of the
essence of this Agreement, and should Supplier fail to comply with LSC Communications' delivery
schedule or otherwise fail to comply with its obligations hereunder, LSC Communications may terminate
this Order without liability. Failure of subcontractors or inability to obtain materials shall not be considered
as a force majeure delay.
- Intellectual Property
If Supplier provides to LSC Communications any development, consulting, analysis, design, computer programming, installation, testing, conversion, implementation,
training, technical writing and any other services resulting in the creation or modification of any computer
programs, firmware, schematics, flowcharts, drawings, specifications, documentation, reports,
recommendations or other writings, information or material embodied in a tangible medium, the terms and
conditions of LSC Communications' Specifications D-1 (Terms for Development and Professional Services)
shall apply to that Order. LSC Communications shall retain a copy of the version of Specifications D-1 that
was in effect at the time each Order was placed and records showing the effective dates of each version.
- Indemnity
Supplier shall, at Supplier's sole cost and expense, release, defend indemnify and hold
LSC Communications, its Affiliates, directors, officers, agents, employees, and shareholders harmless
from and against all claims, demands, disputes, complaints, causes of action, suits, losses and damages
(including attorneys' fees) of any kind to the extent they in any way relate to or arise, in whole or in part,
due to (a) the acts or omissions of Supplier, its subcontractors, or agents or the employees of any thereof,
in the performance of this Order or any breach or default hereunder or (b) a claim that the goods or
services Supplier provides are dangerously defective, or (c) a claim that Supplier's products or services,
or any part thereof, infringes a patent, copyright, trademark, trade secret or other intellectual or
proprietary right of a third party.
- Insurance
Supplier shall maintain and could be requested to provide certificates of insurance from
companies meeting an A.M. Best rating of at least A- VII showing that Supplier is covered by A) Workers'
Compensation as required by law, including a waiver of subrogation in favor of LSC Communications;
B)Employers Liability and Occupational Disease insurance with limits of $500,000 per occurrence; C)
Commercial General Liability, including Products and Completed Operations, with limits of not less than
$2,000,000 per occurrence for bodily injury and property damage; D) Auto Liability covering all autos with
a limit of $1,000,000; and E) Professional Liability with a limit of $2,000,000 per claim. The Commercial
General Liability policy shall name LSC Communications as an additional insured as its interest may
appear, contain a cross liability (severability of interests) provision and be primary and non-contributory to
any insurance available or maintained by LSC Communications. Additional insurance requirements may
apply under the LSC Communications G-1 Specifications. No exceptions to these coverages may be
made unless approved in writing by LSC Communications. If requested, properly endorsed Certificates of
Insurance may be sent to the following address:
LSC Communications US, LLC
Risk Management Department
4101 Winfield Road
Warrenville, Illinois 60555
LSC Communications shall not, because of accepting, rejecting, approving or receiving any certificate of
insurance required hereunder, incur any liability for the existence, non-existence, form or legal sufficiency
of the insurance described on such certificate; the solvency of any insurer; or the payment of losses. No provision under this section shall be construed or deemed to limit Supplier's obligations under this
Agreement to pay damages or other costs and expenses.
- Limitation of Liability
IN NO EVENT WILL LSC COMMUNICATIONS BE LIABLE TO
SUPPLIER OR ANY THIRD PARTY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OF
PROFITS OR BUSINESS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES, ARISING FROM OR AS A RESULT OF THESE CONTRACT TERMS,
ANY ORDER OR ANY AGREEMENT BETWEEN THE PARTIES RELATING TO THE PRODUCTS,
SERVICES OR DELIVERABLES SUPPLIER PROVIDES, EVEN IF LSC COMMUNICATIONS HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Changes
LSC Communications reserves the right to make changes in drawings, designs,
specifications, scope of work to be performed, time and place of delivery and method of transportation. If
such change is to be made, it will be evidenced in writing by LSC Communications in the form of a
change Order. If any such change has an effect on the price, warranty, delivery date or indemnification
provisions of the Order, an equitable written acknowledgement of the effect on the changed provisions
shall be indicated on the change Order. Supplier may not make any change in drawings, design
specifications, scope of work to be performed, time and place of delivery and method of transportation
without LSC Communications' written Change Order acknowledging the change. Any such Change
Orders accepted by Supplier shall be incorporated in and amend the Order.
- Packaging
Unless otherwise specified, the products Supplier sells to LSC Communications shall
be (a) packed, packaged, marked and otherwise prepared for shipment in a manner which is in
accordance with good commercial practice, (b) acceptable to common carriers for shipment at the lowest
rate for the particular goods and in accordance with applicable regulations, and (c) adequate to insure
safe arrival at the named destination. Supplier agrees to mark all containers with necessary lifting,
handling, and shipping information and also Order numbers, date or dates. A packing list must be
enclosed in all shipments showing the Order number and exact quantity and description of the goods
shipped.
- Risk of Loss
Regardless of the method of shipment used, Supplier agrees to deliver all product
specified on the Order to the location(s) specified on the Order at Supplier's own risk. Supplier shall bear
the risk of loss, destruction or damage until the items are accepted by LSC Communications.
- Delivery
Time is of the essence. Supplier agrees to comply with LSC Communications' shipping,
delivery, installation or startup schedules (as applicable) without any delay and without anticipating LSC
Communications' requirements, and shall comply with the provisions and follow the procedures outlined
in the LSC Communications Inbound Routing Guide that has been provided separately to Supplier or is
available upon request. Shipments must equal the exact amounts identified in the Order and no partial
shipments or runt cartons, changes or substitutions in specifications may be made without LSC
Communications' prior written consent. LSC Communications' acceptance of late shipments or partial
shipments shall not constitute a waiver of any of LSC Communications' rights to collect damages for
goods not delivered or for late delivery. Supplier shall report to LSC Communications any delays in a
schedule immediately as they become known to Supplier. LSC Communications reserve the right to
cancel the Order and effect cover if Supplier cannot comply with the schedule(s) indicated on the Order. If
dates are not specified on the Order, Supplier shall procure materials, fabricate, assemble and ship
goods or provide services only as authorized by shipment releases LSC Communications issues to
Supplier. LSC Communications may return overshipments to Supplier at Supplier's expense for all
packing, handling, sorting and transportation. LSC Communications may from time to time, and with
reasonable notice, suspend schedules specified in the Order or such shipment releases. If it becomes
necessary for Supplier to ship by a more expensive mode than specified on the Order in order to meet a
schedule, Supplier shall pay any resulting premium transportation cost unless Supplier can establish to
LSC Communications' satisfaction that the necessity for the change in routing is occasioned by force
majeure events.
- Acceptance
Payment by LSC Communications for the products or services delivered hereunder
shall not constitute LSC Communications' acceptance. LSC Communications retains the right to inspect
the products or services performed and to reject any or all of the products or services performed which are
in LSC Communications' judgment defective, as well as the right to inspect Supplier's manufacturing
operations, handling and storage of products and raw material, including the equipment used to
manufacture the products. LSC Communications will give Supplier reasonable notice of any planned
Supplier site visit. No inspection or test made prior to final acceptance shall relieve Supplier for defects or
other failure to meet the requirements of this Agreement. Products rejected by LSC Communications and
products supplied in excess of quantities called for herein may be returned to Supplier at Supplier's
expense. In addition to LSC Communications' other rights, LSC Communications may charge Supplier all
expenses of unpacking, examining, repacking, and reshipping such goods. In the event LSC
Communications receive goods whose defects or nonconformity is not apparent on examination, resulting
in deterioration of LSC Communications' finished product, LSC Communications reserves the right to
require the replacement, as well as payment of any resulting damages. When a shipment is rejected
based upon LSC Communications' inspection, and such rejection increases the risk of jeopardizing LSC
Communications' production schedules by reason of the fact that at least some of the products are
necessary to meet such production schedules, then LSC Communications, at its option, may charge
Supplier for the reasonable costs of an increased level of inspection up to and including inspection of
each of the products comprising such shipment.
- LSC Communications Property
Any material or parts furnished by LSC Communications
intended for use by Supplier in Supplier's execution of Supplier's duties as required by this Order are held
by Supplier on consignment. All such materials or parts not used by Supplier in connection with this Order
shall be returned to LSC Communications at LSC Communications' expense unless Supplier is otherwise
directed in writing. If not accounted for or not returned to LSC Communications, Supplier shall pay or
reimburse LSC Communications for such materials or parts. All such materials or parts will be kept
insured by Supplier at Supplier's expense in an amount equal to the replacement cost with a loss payable
to LSC Communications.
- Assignment/Delegation/Subcontracting
Supplier may not assign, delegate, subcontract
or transfer any Order, the work required to be done or any payments to be made hereunder without LSC
Communications' prior written approval. In the event of agreed delegation or subcontracting, Supplier
shall continue to be liable with respect to all of the obligations or liabilities assumed by it hereunder and
hereby guarantees satisfactory performance of the Agreement, if any, by its delegate or subcontractor.
Supplier shall enter into a written agreement with any permitted subcontractor, which, at a minimum,
meets the insurance requirements of these Contract Terms and includes provisions protecting LSC
Communications' Confidential Information in a manner consistent with the terms of this Agreement. All
claims for monies due or to become due from LSC Communications shall be subject to deduction by LSC
Communications for any setoff or counterclaim arising out of this or any other Orders with Supplier
whether such setoff or counterclaim arise before or after such assignment, delegation, subcontracting or
transfer by Supplier.
- Export/Import
Any export credits belong to LSC Communications, and Supplier shall furnish all
documents required for international shipments, and upon request, all documents required by LSC
Communications to obtain export credits and customs drawback and remission. Supplier shall include a
priced invoice with the master packing slip for international shipments. Upon LSC Communications'
request, Supplier shall furnish certificates that identify the country of origin of the materials used in the
goods LSC Communications purchase from Supplier and the value added thereto in each country.
- On-Site Services
If Supplier performs any services at one of LSC Communications' sites, LSC
Communications reserve the right to interview and accept or reject any personnel Supplier provide prior
to assignment to LSC Communications' facility. LSC Communications may require any such personnel to
pass a drugscreening test that LSC Communications administers. Supplier agrees to employ only
competent and skilled personnel to perform the services and shall use all reasonable means to ensure
the continued employment of personnel performing services pursuant to this Order. Upon LSC
Communications' request, Supplier will immediately remove from all facilities and replace any personnel
who are unsatisfactory to LSC Communications for any reason. Supplier warrants that all Supplier
personnel assigned to the LSC Communications facility shall have a prior satisfactory work record in a
responsible capacity; have no job-related criminal convictions; and be legally authorized to work in the
United States. Employment authorization shall be verified through E-verify. Supplier personnel will be
capable of performing the essential functions of the job for which they are hired, with or without a
reasonable accommodation. If Supplier is or becomes a party to any collective bargaining agreement
regarding contracted personnel, no provision in that agreement shall be binding upon LSC
Communications, unless otherwise required by law. Supplier further agrees, while Supplier's personnel
are on LSC Communications' premises, that they will abide by LSC Communications' normal rules of
work. Supplier further agrees to comply with all environmental, health and safety provisions contained in
LSC Communications Specifications 'RPM - Regulated Products and Materials' and G1. A Supplier representative shall participate in an initial and annual review of the LSC Communications Contractor
EHS Program and shall advise and cause all personnel and subcontractors who perform Services at the
site to comply with the requirements of the program. The governing version shall be the version in effect
as of the date of the Order or at the time of the annual review. LSC Communications shall retain copies of
all versions of the documents referenced above and records showing the effective dates of each version.
- Compliance With Laws
- General. Supplier shall comply with all laws applicable in any jurisdiction in which any products or
services are produced for, or delivered or provided to LSC Communications.
- Environmental, Health and Safety Compliance. Supplier also represents and warrants that Products
it supplies or delivers under this Agreement shall comply with all applicable national and international
environmental, health, safety or product safety laws, regulations, treaties or other legal requirements
relating to the manufacture, distribution, use and sale of the Products, including those requirements
relating to the presence or use of chemicals or other materials in products (including but not limited to
the laws and regulations of the United States (e.g., the Toxic Substances Control Act, the European
Union (e.g., the Directive on the Restrictions on use of Hazardous Substances in Electrical and
Electronic Equipment) and international law (e.g., the Montreal Protocol relating to ozone-depleting
substances). Supplier shall obtain a similar agreement from all of its subcontractors. Supplier agrees to
obtain and , including test reports prepared by certified and accredited testing laboratories relating to
lead, phthalates and heavy metals content in the Products, to enable LSC Communications to ensure
its own compliance with product safety laws, and to confirm compliance with this provision or to
determine the environmental, health or safety effects of materials or chemicals contained in or used by
a Product provided to or delivered on behalf LSC Communications by Supplier. Supplier also agrees to
indemnify LSC Communications against any loss, expense and penalty incurred by LSC
Communications as the result of Supplier's failure to comply with this provision.
- Anticorruption Laws. Supplier further represents and warrants that in the performance of this
Agreement Supplier and its employees and agents will not violate federal, national, local or other anticorruption
laws (including provisions of the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act,
collectively "Anti-Corruption Laws") that may be applicable to one or both parties to this Agreement,
and have not previously engaged in conduct that would have violated Anti-Corruption Laws, including
but not limited to obtaining or retaining business or a business advantage through unlawful payments,
bribes, kickbacks, gifts, or other illegal inducements. Supplier shall maintain anti-bribery policies and
procedures and true and accurate records consistent with the requirements of the applicable Anti-
Corruption Laws. Supplier agrees to immediately notify LSC Communications if it violates any Anti-
Corruption Laws in the performance of this Agreement.
- Federal Acquisition Regulations To the extent this Order is placed under an LSC Communications
prime contract with the Federal Government, the provisions of Sections 52.219-8, 52.222-26, 52.222-
35, 52.222-36, 52.222-54 and 52.247-64 of the Federal Acquisition Regulation ("FAR") in their version
in effect as of the date this Order is placed are incorporated herein by reference with the same force
and effect as if set forth herein. The full text of these FAR clauses may be accessed electronically at
the following Internet website: https://www.acquisition.gov/far/. The following changes to the FAR
clauses are made for incorporation of these clauses in this Order: "Contractor" shall mean "Supplier";
"Contracting Officer" shall mean "LSC Communications' Purchasing Representative."; "Contract" shall
mean this "Purchase Order."; "Government" shall mean "LSC Communications." and "Subcontractor"
shall mean "Supplier's subcontractor." Supplier is not required to comply with the FAR clauses cited
herein, except for FAR 52.247-64, with regard to Supplier's work performed outside the United States
by employees who were not recruited within the United States.
- Employment Regulations. The parties hereby incorporate the requirements of 41 CFR §§ 60-1.4(a),
60-300.5(a) and 60-741.5(a), if applicable. 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, or national origin.
Moreover, 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,
national origin, protected veteran status or disability.
- Business Records. Supplier agrees to maintain accurate business records relating to Supplier's
compliance with the foregoing laws, rules and regulations, and to retain the same for a period of at
least five (5) years from the date of the last invoice issued to LSC Communications. All such records,
books and information may be audited or inspected by LSC Communications representatives upon
reasonable notice at all reasonable times.
- Supplemental Terms
Additional terms and conditions, as outlined below, may apply to
Products or Services provided by Supplier to LSC Communications, depending on the nature of the
Products or Services. These terms, as well as the other documents referenced in this Section, are listed
and available on LSC Communications' Supplier Info page. The version governing this Agreement shall
be the version in effect as of the Effective Date or at the time of the annual review. LSC Communications
shall retain copies of all versions of the documents referenced above during the term of this Agreement
and records showing the effective dates of each version.
If Supplier sells Products to LSC Communications that include any food, drug, cosmetic or medical device, or consumer product, the terms of RPM (Regulated Product and Materials) Safety Specifications shall apply to such purchases.
If Supplier performs any design, development or other professional Services to LSC Communications, the terms of Specification D-1 shall apply to such Services.
For Services performed at an LSC Communications site, Supplier shall conform to all EHS provisions contained in Specifications 'RPM - Regulated Products and Materials', G1 and the LSC Communications Contractor EHS Program. A Supplier representative shall participate in an initial and annual review of the LSC Communications Contractor EHS Program and shall advise and cause all personnel and subcontractors who perform Services at the site to comply with the requirements of the program.
If Supplier's Services include the receipt, storage, maintenance or processing of, or if Supplier is otherwise granted access to, Protected Health Information or Personal Information or is otherwise involved in the administration of certain Medicare-related products or services, the terms of Specification H-1 shall apply to such Services. The terms "Protected Health Information" or "Personal Information" are defined in Specification H-1.
- Remedies
LSC Communications' remedies shall be cumulative and shall include any remedies allowed by law. Waiver of any breach by LSC Communications shall not constitute LSC Communications' waiver of any other breach of the same or any other provision. Acceptance of any items or payments therefore shall not waive any breach.
- Governing Law/Submission To Jurisdiction
This agreement shall be construed in
accordance with the laws governing contracts made and to be performed in the State of Illinois, U.S.A., exclusive of the U.N. Convention on the International Sale of Goods. Supplier hereby consents to the jurisdiction of any local, state, or federal court located within the State of Illinois and waives any objection which Supplier may have based on improper venue or forum non conveniens to the conduct of any proceeding in any such court.
- Language
The parties confirm that it is their wish that these Contract Terms, as well as any other
documents relating hereto, including all Orders, notices, schedules, authorizations, attachments and amendments, have been and shall be drawn up in the English language only. Les parties confirment que c'est leur volente expresse que ce contrat et tous documents y etant relatif, y compris les bons de commande, les avis, les annexes, les autorisations, les pieces jointes et les amendements soient rediges en langue anglais seulement.
- Entire Agreement
This Agreement and associated documents referenced herein constitute the
entire agreement between the parties with respect to the subject matter hereof; all prior agreements, representations, statements, negotiations and undertakings, whether oral or written, are superseded hereby. In the event LSC Communications acquires, is acquired by or merges with another company that has a written contract with Supplier, or otherwise assumes a contract between Supplier and the acquiring, acquired or merging company (each, a "Legacy Contract"), LSC Communications may at its sole option terminate the Legacy Contract by written notice and elect to have this Agreement govern all transactions between Supplier and LSC Communications and its Affiliates from and after the date given in the notice.