ROSEMONT COPPER COMPANY’S PURCHASE ORDER TERMS & CONDITIONS

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1.0    SHIPMENTS

1.1    SUPPLIER shall deliver the material or equipment described herein in good condition and properly packaged for shipment.

1.2    SUPPLIER must use correct packing and shipping classification descriptions to obtain lowest applicable shipping rates.

1.3    No charge for packing or cartage will be allowed unless authorized in writing by ROSEMONT COPPER COMPANY prior to shipment.

1.4    No shipment is deemed completed until ROSEMONT COPPER COMPANY has received the bill of lading or transportation receipt, unless otherwise specified.

1.5    ROSEMONT COPPER COMPANY encourages the SUPPLIER to use biodegradable reusable or recyclable packaging materials for shipments under this Purchase Order, in addition to minimizing unnecessary packaging material.

1.6    Unless otherwise indicated on this Purchase Order, shipping terms shall be FOB Destination Freight Prepaid.  If shipping terms are stated on this Purchase Order, those terms shall take precedence over this Article.

1.7    The Purchase Order Number and Delivery Address, which appear on the face page of this Purchase Order, must appear on all invoices, packing/delivery tickets, cartons, correspondence etc.

2.0    INVOICES AND PAYMENT

2.1    Each invoice must be separately numbered, and must show applicable discounts; be addressed to “ROSEMONT COPPER COMPANY”; include the purchase order number, Buyer name and the Delivery Address  on the face hereof; be strictly consistent with this Purchase Order, and be accompanied by the bills of lading or transportation receipts, unless otherwise specified.

2.2   When applicable, each invoice must itemize all Federal, State, or local taxes as well as any import/export duties and fees imposed by law (regardless of point of origin) upon or on account of, the manufacture, sale, transport/shipment, or delivery of the goods or services furnished for this Purchase Order, unless otherwise indicated by ROSEMONT COPPER COMPANY in this Purchase Order.

2.3    Any invoice deviating from the requirements of Section 2.1 above will be returned to SUPPLIER for correction and/or acceptable support documentation. Cash discounts will apply from the date a correct, properly supported invoice is received by ROSEMONT COPPER COMPANY, or the date goods are received, whichever is later. All payments to SUPPLIER shall be made in United States Dollars unless otherwise indicated within this Purchase Order.

2.4    The terms of payment as shown on this Purchase Order shall take precedence over terms of payment shown on SUPPLIER’s invoices or elsewhere.

2.5    SUPPLIER shall submit with each invoice waivers of liens, if requested by ROSEMONT COPPER COMPANY.

2.6    No payments are due until goods are accepted by ROSEMONT COPPER COMPANY.

3.0    DELIVERY/DELAYS

3.1    Time is of the essence. The delivery date must be met by SUPPLIER.

3.2    SUPPLIER shall not be responsible for delays resulting from occurrences beyond its control which it could not have reasonably anticipated and provided for. In such event, SUPPLIER shall give ROSEMONT COPPER COMPANY written notice within five (5) days of such occurrence. ROSEMONT COPPER COMPANY shall determine an equitable extension of time for delivery. SUPPLIER's failure to so notify ROSEMONT COPPER COMPANY of such delay shall constitute a waiver of SUPPLIER's right to a time extension. There shall be no price adjustment by virtue of any such time extension.

4.0    INSPECTION/ACCEPTANCE

4.1    All goods shall be subject to inspection and testing by ROSEMONT COPPER COMPANY or its designee at SUPPLIER’s premises and at the project site or other location designated by ROSEMONT COPPER COMPANY. Notwithstanding any inspection at SUPPLIER's plant, final inspection and acceptance of the goods shall be at ROSEMONT COPPER COMPANY's project site or other location designated by ROSEMONT COPPER COMPANY.

4.2    If inspection and tests, whether preliminary or final, are made on SUPPLIER’s premises, SUPPLIER shall furnish without additional charge, all reasonable facilities and assistance for safe and convenient inspection and tests required by ROSEMONT COPPER COMPANY and/or ROSEMONT COPPER COMPANY's designee, as the case may be. Inspection by ROSEMONT COPPER COMPANY or ROSEMONT COPPER COMPANY's designee or failure to inspect by ROSEMONT COPPER COMPANY or ROSEMONT COPPER COMPANY's designee shall not relieve SUPPLIER of any responsibility or liability with respect to this Purchase Order and shall not be interpreted in any way to imply acceptance by ROSEMONT COPPER COMPANY.

4.3    ROSEMONT COPPER COMPANY reserves the right to reject nonconforming goods and require SUPPLIER to promptly remove the rejected goods at the SUPPLIER’s expense. ROSEMONT COPPER COMPANY shall have the option either to require SUPPLIER to replace rejected goods at SUPPLIER’s expense; or to cancel this Purchase Order pursuant to Section 5.2.

4.4    ROSEMONT COPPER COMPANY reserves the right to revoke acceptance of goods if ROSEMONT COPPER COMPANY accepted the goods on the reasonable assumption that nonconformity would be cured by SUPPLIER and has not been reasonably cured, or without discovery of nonconformity if ROSEMONT COPPER COMPANY’s acceptance was reasonably induced either by the difficulty of discovery before acceptance or by SUPPLIER’s assurances. In the event of such revocation, the provisions of Section 4.2 shall apply.

4.5    ROSEMONT COPPER COMPANY may, at its option, inspect goods provided by or expedite the performance of SUPPLIER’s lower tier suppliers.

5.0 TERMINATION/CANCELLATION

5.1    ROSEMONT COPPER COMPANY shall have the right to terminate all or any part of this Purchase Order for its convenience. Upon termination, SUPPLIER shall be reimbursed for reasonable and necessary costs resulting from this Purchase Order, which are substantiated by evidence satisfactory to ROSEMONT COPPER COMPANY. SUPPLIER shall receive no compensation or profit on unperformed portions of this Purchase Order. ROSEMONT COPPER COMPANY shall be entitled to immediate delivery of goods and work that it pays for.

5.2    Any failure by SUPPLIER to perform its obligations under this Purchase Order, which is deemed substantial by ROSEMONT COPPER COMPANY, shall be grounds for ROSEMONT COPPER COMPANY to cancel this Purchase Order or the affected portion. SUPPLIER shall not be entitled to any compensation pursuant to such cancellation, except for the reasonable value of goods delivered by SUPPLIER and accepted by ROSEMONT COPPER COMPANY prior to cancellation. This compensation shall not exceed the Purchase Order total. ROSEMONT COPPER COMPANY reserves all rights it may have against SUPPLIER as a result of SUPPLIER’s failure to perform.

5.3    SUPPLIER’s obligations under Articles 6.0, 9.0, 13.0, and 15.0 shall survive termination or cancellation.

6.0    WARRANTIES

6.1    SUPPLIER warrants that:

6.1.1      All goods furnished shall be free from defects in material and workmanship and shall conform to specifications and/or drawings.

6.1.2      SUPPLIER shall replace non-conforming goods, without cost to ROSEMONT COPPER COMPANY, to include removal, shipping and re-installation costs for any nonconforming goods, if the nonconformity is observed within one (1) year from the date such goods are placed in operation or within one (1) year of substantial completion, whichever occurs later.

6.1.3      If the SUPPLIER provides engineering, design, or specifications, all express, implied and statutory warranties apply (including, without limitation, warranties of merchantability and fitness for purpose).

6.1.4      If SUPPLIER fabricates and/or delivers only, SUPPLIER makes no other warranties, either express or implied (including without limitation, warranties of merchantability and fitness for purpose).

6.1.5      As to catalog items, all expressed and implied warranties shall apply.

6.2    SUPPLIER’s warranties (including service warranties, if any), shall accrue to the benefit of and be actionable by ROSEMONT COPPER COMPANY.

6.3    Goods replaced pursuant to this Article shall be subject to the warranties outlined in this Article.

7.0    CHANGES

7.1    ROSEMONT COPPER COMPANY shall have the right (by revision to this Purchase Order or through revised drawings, specifications, or other transmittals), to make changes in the specifications of goods ordered.

7.2    If any change affects the price or delivery date of such goods, SUPPLIER shall immediately notify ROSEMONT COPPER COMPANY in writing; and shall, within thirty (30) days of the date such revision is mailed or otherwise delivered to SUPPLIER, submit a written claim for adjustment of price and/or delivery date. If SUPPLIER fails to do so, SUPPLIER waives any claim for an adjustment.

7.3    SUPPLIER shall not suspend performance while ROSEMONT COPPER COMPANY and SUPPLIER are in the process of making revisions and any related adjustments.

8.0    CODES, LAWS, AND REGULATIONS

All goods and services provided under this Purchase Order shall comply with all applicable codes, laws, regulations, standards, and ordinances.

9.0    PATENT PROTECTION

9.1    SUPPLIER will, at its sole expense, defend and pay all damages and costs awarded in any proceeding brought against ROSEMONT COPPER COMPANY, its employees, or agents, in which it is claimed that the manufacture, sale, or use of any goods or their parts, furnished in response to this Purchase Order constitutes an infringement of any patent or other proprietary information right, provided SUPPLIER is promptly notified of the commencement of any such proceeding. SUPPLIER’s indemnity, as to use, applies only when infringement occurs from the normal use for which the goods were sold. ROSEMONT COPPER COMPANY may, at their option, be represented at any such proceeding.

9.2    If such manufacture, sale, or use is held in any proceeding to constitute an infringement and is enjoined, SUPPLIER, at its expense, shall either procure for ROSEMONT COPPER COMPANY the right to manufacture, sell, and use such goods; or replace the goods with substantially equal but noninfringing goods; or modify the goods to make them substantially equal but noninfringing; or remove the goods and refund the purchase price and transportation and installation costs of them.

10.0 ASSIGNMENT

Any assignment by SUPPLIER of this Purchase Order, or any rights and duties associated with it, without the written consent of ROSEMONT COPPER COMPANY, shall be void.

11.0 COMPLETE AGREEMENT

Either SUPPLIER’s return of an acknowledgment copy of this Purchase Order or SUPPLIER’s commencement of performance of this Purchase Order shall constitute SUPPLIER’s acceptance of this Purchase Order including these terms and conditions, Purchase Order attachments and Special Instructions/Other Terms outlined within the purchase order. The Purchase Order along with the terms and conditions, Purchase Order attachments and Special Instructions/Other Terms shall constitute the entire agreement between the parties. No terms or conditions stated by the SUPPLIER in its bid or proposal, acknowledgment or other correspondence shall be binding upon ROSEMONT COPPER COMPANY if different from or in addition to the express provisions of this Purchase Order. Any additions to or variations from the same offered by SUPPLIER will be deemed proposals for revision to this Purchase Order and shall be binding only if made in writing and signed by an authorized representative of ROSEMONT COPPER COMPANY.

12.0 REVIEW AND COMMENT UPON SUPPLIER’S DRAWINGS, SPECIFICATIONS, AND CALCULATIONS

Drawings, specifications, and calculations submitted by SUPPLIER to ROSEMONT COPPER COMPANY with a request for review, may be reviewed and commented upon by ROSEMONT COPPER COMPANY. ROSEMONT COPPER COMPANY’s review and comment shall relate only to the general arrangement. In no event will ROSEMONT COPPER COMPANY’s review and comment relieve SUPPLIER of the responsibility to comply with all of the provisions of this Purchase Order.

13.0 CONFIDENTIAL INFORMATION

13.1  All drawings, specifications, technical data, and other information furnished to SUPPLIER by or through either ROSEMONT COPPER COMPANY or ROSEMONT COPPER COMPANY’s agent in connection with this Purchase Order are and shall remain the property of ROSEMONT COPPER COMPANY, and shall not be copied or otherwise reproduced or used in any way except in connection with performance of this Purchase Order, or disclosed to third parties or used in any manner detrimental to the interests of ROSEMONT COPPER. Upon completion, termination, or cancellation of this Purchase Order, SUPPLIER shall promptly return to ROSEMONT COPPER COMPANY or ROSEMONT COPPER COMPANY’s agent all drawings, specifications, technical data, and other information furnished by ROSEMONT COPPER COMPANY or ROSEMONT COPPER COMPANY’s agent in connection with the performance of this Purchase Order.

13.2  All drawings, specifications, and technical data furnished by SUPPLIER which are marked by SUPPLIER as "proprietary" or "confidential" shall remain the property of SUPPLIER and shall not be copied or otherwise reproduced or used in any way by ROSEMONT COPPER COMPANY expect in connection with the project for which they are furnished, and will not be disclosed to third parties except ROSEMONT COPPER COMPANY's agent or used by ROSEMONT COPPER COMPANY in any manner detrimental to SUPPLIER.

14.0 EQUAL EMPLOYMENT OPPORTUNITY

U.S. SUPPLIERS shall comply with applicable laws, executive orders, and regulations concerning nondiscrimination in employment including but not limited to the Equal Opportunity Clause of Section 202, Executive Order 11246, as amended.

15.0 RESPONSIBILITY

SUPPLIER shall defend, save harmless, release and indemnify ROSEMONT COPPER COMPANY and ROSEMONT COPPER COMPANY’s agent(s) as well as their employees against any claim, loss, injury (including death), or damage including attorneys' fees and costs arising out of the performance of this Purchase Order, or the goods provided, excluding losses, injuries, or death caused by the sole negligence of ROSEMONT COPPER COMPANY or ROSEMONT COPPER COMPANY’s agent.

16.0 REMEDIES

ROSEMONT COPPER COMPANY's remedies shall be cumulative and in addition to any further remedies provided in law or equity. No waiver of a breach of any of the provisions of this Purchase Order shall constitute a waiver of any other breaches.

17.0 RELATED SERVICES

Whenever SUPPLIER furnishes personnel for supervision, startup, testing, inspection, related services, or maintenance (the Work), the following provisions shall apply, in addition to other applicable provisions of this Purchase Order including compensation:

17.1  SUPPLIER represents that SUPPLIER, its agents, and employees, are qualified and competent to perform the Work and that all tools and equipment furnished by SUPPLIER in its performance of the Work are, and shall be, kept in good working order.

17.2  SUPPLIER asserts that the Work shall be performed in accordance with accepted standards and shall conform to the requirements of this Purchase Order. Any Work not so performed or not in conformity with this Purchase Order shall be corrected by SUPPLIER at no cost to ROSEMONT COPPER COMPANY. If such deficiencies are not immediately corrected, ROSEMONT COPPER COMPANY may cause the same to be corrected at SUPPLIER’s cost. This remedy is in addition to any other remedies, in law or equity, available to ROSEMONT COPPER COMPANY.

17.3  Completion and Acceptance: When SUPPLIER deems the Work completed, SUPPLIER shall give ROSEMONT COPPER COMPANY notice in writing. Within a reasonable time after receipt of the notice, ROSEMONT COPPER COMPANY will determine if the Work has been completed to its satisfaction; if so, ROSEMONT COPPER COMPANY will advise SUPPLIER, in writing, of its final acceptance; if not, ROSEMONT COPPER COMPANY will notify SUPPLIER of its lack or failure of performance and SUPPLIER will take remedial action as described in Section 17.2 and will repeat the procedure stated until the Work has been satisfactorily completed and accepted.

18.0 INSURANCE

18.1  SUPPLIER agrees, in connection only with the performance of work by SUPPLIER upon BUYER’s premises, to obtain and keep in force during the term hereof and for at least one (1) year thereafter the below-described insurance with ROSEMONT COPPER COMPANY as additional insured on 18.2.2 through 18.2.4. Such insurance shall be primary and non-contributory as to coverage and shall be carried with insurance companies with an AM Best company rating of “A” or higher. Such insurance shall provide a waiver of subrogation for ROSEMONT COPPER COMPANY. SUPPLIER will furnish ROSEMONT COPPER COMPANY with certificates evidencing such insurance coverage prior to commencing any onsite Work.

18.2  The SUPPLIER shall maintain insurance with at least the following minimum limits and coverage and keep in force as follows:

18.2.1    Worker's Compensation, statutory and as required under laws applicable to the Work;

18.2.2    Employer's Liability insurance with $1,000,000 per accident, employee and disease.

18.2.3    Commercial Automobile Liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, non-owned, or hired vehicles, with $1,000,000 combined single limits.

18.2.4    Commercial General Liability insurance covering claims for injuries to members of the public or damage to property of others arising out of any act or omission of the SUPPLIER or any of its employees, agents or subcontractors with $1,000,000 per occurrence and $2,000,000 in the aggregate limits.

19.0 ADMINISTRATIVE CORRESPONDENCE

All certificates of insurance, request for change orders, signed Purchase Orders and general correspondence are to be sent to the attention of the Buyer.

20.0 ENVIRONMENTAL RESPONSIBILITY

ROSEMONT COPPER COMPANY promotes the SUPPLIER’s endorsement of, commitment to, and improvement toward, services, products, processes, and business practices that are protective of the natural environment.  SUPPLIER shall provide documentation of such if requested by ROSEMONT COPPER COMPANY.