IACX ENERGY seeks to exceed customer expectations. Our suppliers are an integral part of our business success. IACX will establish high performance expectations for ourselves and our suppliers, thereby forming a foundation to ultimately exceed customer expectations and form lasting business relationships.
- Acceptance: Seller acknowledges and agrees that these General Terms and Conditions are incorporated in, and a part of this contract and each purchase order, work instruction, work order, shipping instruction, or any other document, whether expressed in written form or by electronic data exchange. Seller acknowledges that it has read and understands these General Terms and Conditions. If Seller accepts this contract in writing or commences any of the work or services which are the subject of this Contract, Seller
will be deemed to have accepted this contract and these General Terms and Conditions in their entirety without modification. Any additions to, changes in, modifications of, or revisions of this Contract (including these General Terms and Conditions) which seller proposes will be deemed rejected by buyer except to the extent that Buyer expressly agrees to accept any such proposals in writing. - Ethics
a. IACX ENERGY is confident that its suppliers desire to operate in an environment that is
free from influence due to unethical business practices. Therefore, IACX suppliers are
requested to conduct business in a manner that would not, in any way, compromise the
ethical principles required of IACX Procurement and Materials personnel. IACX
Procurement and Materials personnel are to abide by the following guiding ethical
principles:
i. Avoid the intent and appearance of unethical or compromising practice in
relationships, actions, and communications.
ii. Refrain from accepting money, gifts of other than nominal value, excessive
hospitality, loans, or other special treatment from present or potential suppliers
that might influence, or appear to influence purchasing decisions.
iii. Refrain from reciprocal agreements that restrain competition.
b. Suppliers who attempt to compromise these ethical principles will be subject to
cessation of business with IACX ENERGY. - Shipping and Billing
a. Shipping: Seller will (a) properly pack, mark and ship goods as instructed by Buyer or
any carriers and in accordance with any applicable laws or regulations, (b) route
shipments as Buyer instructs, (c) not charge for costs relating to handling, packaging,
storage, or transportation (including duties, taxes, fees, etc.) unless otherwise expressly
stated in this contract, (d) provide packing slips with each shipment that identify Buyer’s
contract and/or release number and the date of the shipment, and (e) promptly forward
the original bill of lading or other shipping receipt with respect to each shipment as
Buyer instructs.
b. Billing: If the payment due date is not otherwise specified in this Contract, the payment
due date will be net 30 days following the date Buyer receives and accepts the goods or
services. Buyer may withhold payment for any goods or services until Buyer receives
evidence, in such form and detail, as Buyer requires of the absence of any liens,
encumbrances and claims on such goods or services.
c. Delivery Schedules: Time is of the essence. Delivery will be made in the quantities, on
the dates, and at the times specified by the Buyer in this Contract or any subsequent
releases or instructions Buyer issues under this Contract. Buyer will not be required to
pay for any goods that exceed the quantities specified in Buyer’s delivery schedules or
to accept goods that are delivered in advance of the delivery date specified in Buyer’s
delivery schedules. Seller bears the risk of loss of all goods delivered in advance of the
delivery date specified in Buyer’s delivery schedules. If Buyer determines that the
requirements of Buyer’s customers or market economic or other conditions require
changes in delivery schedules, Buyer may change the rate of schedule shipments or
direct temporary suspension of the scheduled shipments without entitling seller to a
price adjustment or other modification of this contract.
d. Premium Shipments: If Seller fails to have goods ready for shipment in time to meet
Buyer’s delivery schedules using the method of transportation originally specified by
Buyer and, as a result Buyer requires Seller to ship goods using a premium (more
expeditions) method of transportation, Seller will ship the goods as expeditiously as
possible. Seller will pay, and be responsible for, the entire cost of such premium
shipment, unless Buyer’s action caused Seller to fail to meet Buyer’s delivery schedules,
in which case buyer will pay any costs for premium shipment. - Specification, Design, and Scope Changes
a. Buyer may at any time require Seller to implement changes to this specification or
design of the goods or services covered by this contract, including work related to
inspection, testing or quality control. While Buyer will endeavor to discuss any such
changes with Seller as early as practical, seller will promptly implement such changes.
Buyer will equitably determine any adjustment in price or delivery schedules resulting
from such changes. In order to assist in the determination of any equitable adjustment
in price or delivery schedules, Seller will, as requested, provide information to Buyer,
including documentation of changes in Seller’s cost of production and the time to
implement such changes. In the event of any disagreement arising out of such changes,
Buyer and Seller will work to resolve the disagreement in good faith. Seller will
continue performing under this Contract, including prompt implementation of changes
required by Buyer, while Buyer and Seller resolve and disagreement arising out of such
changes. - Quality and Inspection
a. Seller will participate in Buyer’s supplier quality and development program(s) and
comply with all quality requirements and procedures Buyer specifies from time to time.
Seller will permit Buyer and its representatives and consultants to (1) inspect Seller’s
books and records in order to monitor Seller’s compliance with this Contract and
Seller’s financial condition, and (2) enter Seller’s facility at reasonable times to inspect
such facilities and any goods materials, and property that relate to this Contract. No
such inspection by Buyer will constitute acceptance by Buyer of any work-in-process or
finished goods. - Non-Conforming Goods
a. Buyer is not required to perform incoming inspection of any goods, and Seller waives
any right to require Buyer to conduct any such inspections. Seller will not substitute any
goods for the goods covered by the Contract unless Buyer consents in writing. If Buyer
rejects any goods as nonconforming, Buyer may, at its option, (a) reduce the quantities of
goods ordered under this Contract by the quantity of non-conforming goods, (b) require
Seller to replace the nonconforming goods, and/or (c) exercise any other applicable
rights or remedies. If Seller fails to inform Buyer in writing of the manner which Seller
desires that Buyer dispose of non-conforming goods within forty-eight (48) hours of
notice of Buyer’s rejection of non-conforming goods. Buyer will be entitled to dispose of
the non-conforming goods without liability to seller, provided, however, that in any event
Buyer may elect to arrange for the shipment of any non-conforming goods back to
Seller at Seller’s expense. Seller will bear all risk of loss with respect to all
nonconforming goods and will promptly pay or reimburse all costs incurred by Buyer to
return, store, or dispose of any non-conforming goods. Buyer’s payment for any non
conforming goods will not constitute acceptance by Buyer, limit or impair Buyer’s right
to exercise any rights or remedies, or relieve Seller of responsibility for the non
conforming goods. - Force Majeure
a. If Seller is unable to produce, sell or deliver any goods or services covered by the
Contract, or Buyer is unable to accept delivery, buy or use any goods or services covered
by this Contract, as a result of an event or occurrence beyond the reasonable control of
the affected party and without such party’s fault or negligence, then any delay or failure
to perform under this contract that results from such event or occurrence will be
excused for so long as such event or occurrence continues, provided, however that the
affected party gives written notice of such delay, including the anticipated duration of
the delay, to the other party as soon as possible after the event or occurrences (but in no
event more than three (3) days thereafter). Such events or occurrence may include by
way of example and not limitations natural disasters, fires, floods, windstorms, riots, war,
or sabotage. During any delay or failure to perform by Seller, Buyer may (1) purchase
substitute goods from other available sources, in which case the quantities under this
Contract will be reduced by the quantities of the such substitute goods and Seller will
reimburse Buyer for any additional costs to Buyer of obtaining substitute goods
compared to the prices set forth in this Contract and/or (2) have Seller provide
substitute goods from other available sources in quantities and at times Buyer requests
and at the prices set forth in this Contract. If Seller fails to provide adequate assurances
that any delay will not exceed thirty (30) days or if any delay lasts more than thirty (30)
days, Buyer may terminate this Contract without liability. Before any of Seller’s labor
contracts expires and as soon as soon as Seller anticipates or learns of any impending
strike, labor dispute, work stoppage or other disruption at Seller’s facilities that might
affect the delivery of goods to Buyer, Seller will produce (and locate in an area that will
not be affected by any such disruption) a finished inventory of goods in quantities
sufficient to ensure the supply of goods to Buyer for at least thirty (30) days after such
disruption commences. - Warranty
a. General: Seller warrants and guarantees to Buyer, its successors, assigns and customers
that it has marketable title to the goods, free and clear of all liens, claims,
encumbrances, and will defend such title against all claims, and that the goods and
services covered by this Contract will (a) conform to all applicable specifications,
drawings, samples, descriptions, brochures and manuals furnished by Seller or Buyer
(B) will be merchantable, (c) of good material and workmanship, (d) free from defect, and
(e) are fit and sufficient for the particular purposes intended by Buyer and any customer
of Buyer. If requested by Buyer, Seller will enter into a separate agreement for the
administration or processing of warranty charge backs for nonconforming goods.
b. Warranty Period: The warranty period for each of the foregoing warranties will be that
provided by applicable law, except that if Buyer ever provides a longer warrant to its
customers, such longer warranty period will apply to the goods covered by this Contract. - Insolvency of Seller
a. Buyer may immediately terminate this Contract without liability to Seller in any of the
following or any similar events: (a) insolvency or financial difficulties of seller; (b) filing
of a voluntary petition in bankruptcy by Seller; (c) filing of any involuntary petition in
bankruptcy against Seller; (d) appointment of a receiver or trustee for Seller; (e)
execution of an assignment for the benefit of creditors by Seller; or (f) any
accommodation by Buyer, financial or otherwise not contemplated by this Contract, that
are necessary for Seller to meet it’s obligations under this Contract. Seller will
reimburse Buyer for all costs Buyer incurs in connection with any of the foregoing
whether or not this Contract is terminated including, but not limited to all reasonable
attorney or other professional fees and court costs. - Termination for Breach
a. Buyer may terminate all or any part of this Contract, without liability to Seller at any
time after execution if Seller; (a) repudiates, breaches, or threatens to breach any of the
terms of this Contract, including Seller’s warranties, (b) fails to perform or threatens not
to perform services or deliver goods in accordance with this Contract; or (c) fails to
assure timely and proper completion of services or delivery of goods. - Termination for Convenience
a. In addition to any other rights of Buyer to terminate this Contract, Buyer may
immediately terminate all or any part of this Contract, at any time and for any reason by
notifying Seller in writing. Upon such termination, Buyer may, at its option, purchase
from Seller any or all raw materials, work-in-progress and finished goods inventory
related to the goods under this Contract, which are usable, and in a merchantable
condition. The purchase price for such finished goods, raw material and work-in-
process, and Seller’s sole and exclusive recovery from Buyer (without regard to the legal
theory which is the basis for any claim by Seller) on account of such termination will be
(a) the contract price for all goods or services that have been completed in accordance
with this Contract as of termination date and delivered once accepted by Buyer, and not
previously paid for , plus (b) the actual cost of work-in-process and raw materials
incurred by Seller in furnishing the goods or services under this Contract to the extend
such costs are reasonable in amount and are properly allocable or apportion able under
generally accepted accounting principles to the terminated portion of this contract, less
(c) the reasonable value or cost (whichever is higher) of any goods or materials used or
sold by Seller with Buyer’s written consent. In no event will Buyer be required to pay for
finished goods, work-in-process or raw materials that Seller fabricates or procures in
amounts that exceed those Buyer authorizes in delivery releases nor will Buyer be
required to pay for any goods or materials that are in Seller’s standard stock or readily
marketable. Payment made under this article will not exceed the aggregate price for
finished goods that would be produced by Seller under delivery or release schedules
outstanding at the date of termination. Within sixty (60) days after the effective date of
termination Seller will submit a comprehensive termination claim to Buyer, with
sufficient supporting data to permit an audit by Buyer, and will thereafter promptly
furnish any supplemental and supporting information Buyer requests. - Technical Information
a. Exchange of Information: Buyer and Seller will cooperate to create, maintain, update,
and share technical information about the goods products, machinery, materials,
formulations and their manufacture, use, application and control in compliance with
Buyer’s drafting and math data standards. Such technical information will not be
subject to any use or disclosure restrictions. Accordingly, Seller agrees not to assert any
claims against Buyer, its customers or their respective suppliers with respect to any
technical information that Seller discloses in connection with this Contract.
b. Waiver of Claims: Seller agrees not to assert any claim against Buyer, Buyer’s
customers, or their respective suppliers with respect to any technical information that
Seller shall have disclosed or may hereafter disclose in connection with the goods or
services covered by this Contract.
c. Repair and Build: Seller authorizes Buyer, its affiliates, agents, and subcontractors, and
Buyer’s customers and their subcontractors to repair, reconstruct, or rebuild the goods
and products delivered under this Contract without payment of any royalty or other
compensation to Seller.
d. Computer Programs and Written Works: All works of authorship, including without
limitation, software, computer programs, and databases (including object code,
macrocode, source code, and data structures) and all enhancements, modifications and
updates thereof and all other written work products or materials, which are created in
the course of performing this Contract (separately or as part of any good and
components) are “works made for hire” and the sole property of Buyer. To the extent
that such works of authorship do not qualify under applicable laws as works made for
hire, Seller agrees to assign and assigns to Buyer all rights, title, and interest in any
intellectual property rights in such works of authorship. - Indemnification
a. Infringement: Seller will defend, hold harmless, and indemnify Buyer from and against
any liability, claims, demands, damages, costs of expenses (including but not limited to
patent, trademark, copyright, moral, industrial design or proprietary rights, or misuse or
misappropriation of trade secret) and resulting damages and expenses, including but not
limited to reasonable attorney’s fees and costs, relating to the goods or services covered
by this Contract, including any claims in circumstances where Seller has provided only
part of the goods or services. Seller waives any claim against Buyer that any such
infringement arose out of compliance with Buyer’s specification.
b. Activities on Buyer’s Premises: Seller will defend hold harmless, and indemnify Buyer
from and against any liability, claim, demands, damages, costs of expenses (including
without limitation reasonable attorney and other professional fees, court costs, and
disbursements) arising from or in connection with the performance of any service or
work by Seller or its employees, agents, representatives and subcontractors on Buyer’s
or Buyer’s customers premises or the use of the property of Buyer or any customer of
Buyer, provided that such claim, damage, loss, or expense is attributable to bodily injury,
sickness, disease, or death, or injury to or destruction of tangible property, but only to
the extent caused by the negligent acts or omissions of Seller, its employees, agents,
representatives, or subcontractors, anyone directly or indirectly employed by them, or
anyone for whose acts they may be liable, and except to the extent such liability arises
out of the negligence or willful misconduct of Buyer or Buyer’s customer.
c. Product Liability: Seller will defend, hold harmless, and indemnify Buyer from and
against any liability and expenses (including without limitation reasonable attorney and
other professional fees, court costs, and disbursements) arising from or in connection
with any third-party claims or demands to recover for bodily injury, sickness, disease, or
death, tangible property damage or economic loss caused by any of the goods or
services supplied by Seller (regardless of whether such claim or demand arises under
tort, negligence, contract, warranty, strict liability or other legal theories), including
failure of the goods to comply with applicable laws, regulations, or standards, except to
the extent such injury, damage or loss results from Buyer’s specifications as to design or
materials or from alteration or improper repair, maintenance or installation by any
party other than Seller. - Compliance With Laws
a. Seller, and any goods or services supplied by Seller, will comply with all applicable laws,
rules, regulations, Orders, Conventions, ordinances and standards of the country(ries) or
origin and destination or that relate to the manufacture, labeling, transportation,
Importation, exportation. Licensing approval or certification of the goods or services,
including but not limited to, those relating to environmental matters, wages, hours and
conditions of employment, subcontractor selection, discrimination, occupational
health/safety, and motor vehicle safety. Neither Seller nor any of it subcontractors will
utilize slave, prisoner, or any other form of forced or involuntary labor in the supply of
goods or services under this Contract. Upon Buyer’s request, Seller will certify in writing
its compliance with the foregoing. Seller will defend, hold harmless, and indemnify
Buyer from and against any liability, claims, demands, damages or expenses, including
reasonable attorney’s fees and costs, arising from or relating to Seller’s noncompliance
with this Article. - Insurance
a. Seller will maintain insurance coverage as required by applicable law or as reasonably
requested by Buyer with carriers with an A.M. Best rating of A- or better and reasonably
acceptable to Buyer. With respect to any such insurance coverage, Seller will furnish to
Buyer either a certificate evidencing satisfaction of the above-mentioned insurance
requirement under this Contract or certified copies of all insurance policies with ten
(10) days after Buyer requests. The certificate must provide that Buyer will receive thirty
(30) days prior written notice from the insurer of any termination or reduction in the
amount or scope of coverage. The furnishing of certificate of insurance and purchase of
insurance will not limit or release Seller from Seller’s obligations or liabilities under
this Contract. - Development Engineering and Consulting Services
a. Engineering, consulting or development services (“Development Services”) funded
under this Contract that result in any idea, invention, concept, discovery, work of
authorship, patent, copyright, trademark, trade secret, know how or other intellectual
property (“IP”) shall be the sole property of buyer. Seller agrees to assign all rights, title,
and interest in and to IP that results from Development Services (“Developed IP”) to
Buyer. Seller shall notify Buyer of the existence of Developed IP and assist Buyer in
every reasonable way to perfect it right, title, and interest in Developed IP such as by
executing and delivering all additional documents reasonably requested by Buyer in
order to perfect, register, and/or enforce the same, and Buyer shall reimburse Seller for
reasonable costs incurred by Seller in providing such assistance. - Remedies
a. The rights and remedies reserved to Buyer in this Contract are cumulative, and in
addition to all other or further remedies provided in law or equity. - Customs and Export Controls
a. Credits or benefits resulting or arising from this Contract, including trade credits, export
credits, or the refund of duties, taxes or fees, belongs to Buyer. Seller will provide all
information necessary (including written documentation and electronic transaction
records) to permit Buyer to receive those benefits or credits, and to fulfill any customs
related obligations, origin marking or labeling requirements and local content origin
requirements. Seller will obtain all export licenses or authorizations necessary for the
export of the goods unless otherwise indicated in this Contract, in which event Seller
will provide all information as may be necessary to enable Buyer to obtain such
licensees or authorization(s). Seller will make all arrangements that are necessary for
the goods to be covered by any duty deferral or free trade zone program(s) of the
country of import. - Setoff and Recovery
a. With respect to any monetary obligations of Seller or Seller’s affiliates to Buyer or
Buyer’s affiliates. Buyer may (1) setoff such obligations against any sums owing to Seller
or Seller’s affiliates and/or (2) recoup such obligations from any amounts paid to Seller
or Seller’s affiliates by Buyer or Buyer’s affiliates. - No Advertising
a. Seller will not, in any manner, advertise or publish that Seller has contracted to furnish
Buyer the goods or services covered by this Contract or use any trademarks or trade
names of Buyer in Seller’s advertising or promotional materials unless Buyer consents
in writing. - No Implied Waiver
a. The failure of either party at any time to require performance by the other party of any
provision of this Contract will not affect the right to require such performance at any
later time, nor will the waiver by either party of a breach of any provision of this
Contract constitute a waiver of any succeeding breach of the same or any other
provision. No course of dealing or course of performance may be used to evidence a
waiver or limitation of Seller’s obligations under this Contract. - Assignment
a. Buyer may assign it rights and obligations under this Contract without Seller’s prior
written consent. Seller may not assign or delegate its rights or obligations under this
Contract without Buyer’s prior written permission. - Relationship of Parties
a. Seller and Buyer are independent contracting parties. Nothing in this Contract makes
either party the agent or legal representative of the other for any purpose whatsoever,
nor grants either party any authority to assume or create any obligation on behalf of or
in the name of the other party. - Governing Law and Jurisdiction
a. This Contract is to be construed according to the laws of the country (and state or
province, if applicable) from which this Contract is issued as shown by the address of
Buyer, excluding the provisions of the United Nations Convention on Contracts for the
International Sales of Goods and any choice of law provisions that require application of
any other law. Any action or proceedings by Buyer against Seller may be brought by
Buyer in any court(s) having jurisdiction over Seller or, at Buyer’s option, in the court(s)
having jurisdiction over Buyer’s location. Any action or proceedings by Seller against
Buyer may be brought by Seller only in the court(s) having jurisdiction over the location
of Buyer from which this Contract is issued. - Severability
a. If any provision of this Contract is invalid or unenforceable under any statue, regulation,
ordinance, executive order or other rule of law, such provision will be deemed reformed
or deleted, as the case may be, but only to the extent necessary to comply with such
statue, regulation, ordinance, order or rule, and the remaining provisions of the
Contract will remain in full force and effect. - Right to Audit and Inspect
a. Buyer, at its expense, has the right to audit and review all relevant books, records, payroll
data, receipts and other documents, including Seller’s administrative and accounting
policies, guidelines, practices and procedures, in order to substantiate any charges and
other matters under this Contract. Seller will maintain and preserve all such documents
for a period of four (4) years following final payment under this Contract. In addition,
Buyer has the right to inspect all inventories, work-in-process, materials, machinery,
equipment, tooling, fixtures, gauges, and other items related to Seller’s performance of
this Contract. Seller will provide Buyer with reasonable access to its facilities and
otherwise cooperate and facilitate any such audits or inspections by Buyer. - Entire Agreement
a. This Contract, together with the attachments, exhibits, supplements or other terms of
Buyer specifically referenced in this Contract, constitutes the entire agreement
between Seller and Buyer with respect to the matters contained in this Contract and
supersedes all prior oral or written representations and agreements. This Contract may
only be modified by a written contract amendment issued by Buyer. Notwithstanding
anything to the contrary contained herein, Buyer explicitly reserves, and this Contract
will not constitute a waiver or release of any right and claims against Seller arising out
of or relating to, any fraud or duress in connection with the formation of this Contract or
any breach or anticipatory breach of any previously existing contract between Buyer
and Seller (whether or not such previously existing contract related to the same or
similar goods or subject matter as this Contract). All payments by Buyer to Seller under
this Contract are without prejudice to Buyer’s claims, rights, or remedies.
Cimarron Midstream 