Supplier Information

Terms & Conditions

1. Parties; Items. LexisNexis, a division of Reed Elsevier Inc., will be referred to as Purchaser and the person or company indicated on this order with whom this order is placed will be referred to as Supplier. This order may be used to purchase supplies, machinery, equipment, and other goods, and may also be used to contract for the performance of services, including maintenance and construction work on premises specified by Purchaser. All goods or services covered by this order regardless of type will be referred to as "Items".

2. Price; Taxes. If a price is stated on this order, the price for the Items shall be the lower of (i) the price Purchaser has set forth, or (ii) Supplier's prevailing market price for such Items. If no price is stated on the front hereof, the price for the Items shall be the lower of (i) the price (if any) last charged or quoted to Purchaser for such Items, or (ii) Supplier's prevailing market price for such Items. As used in this Section, prevailing market price shall mean the lowest price at which goods or services the same as or substantially similar to the Items are offered to or sold by Supplier to any similar customer, under similar circumstances, in quantities similar to those being purchased hereunder, within the period beginning 30 days before the date of this order and ending 30 days after delivery of the Items to Purchaser. Unless otherwise provided in this order, the price includes all applicable federal, state, and local taxes and all charges for freight and insurance to deliver the Items to the destination specified by Purchaser.

3. Delivery or Completion Date(s). If Purchaser has indicated on this order any completion date(s) or date(s) upon which the Items are to be delivered to Purchaser, Purchaser reserves the right to cancel this order if any such date is not met or if prior to any such date, Purchaser has reason to demand adequate assurance of due performance and such assurance is not forthcoming within 10 days after the date of Purchaser's demand. If a delivery or completion date is not specified on this order, a reasonable time will be allowed. Time is of the essence of this order.

4. Title and Risk; Shipment. Unless otherwise indicated on this order, title and risk of loss with respect to the Items shall remain in Supplier until the Items have been delivered to and accepted by Purchaser, or an agent or consignee duly designated by Purchaser, at the location specified on this order. A packing slip must accompany each such shipment. If a shipment is to a consignee or agent of Purchaser, a copy of the packing slip shall be forwarded concurrently to Purchaser. If no packing slip is sent, the count or weight reported by Purchaser or its agent or consignee shall be final and binding upon Supplier with respect to such shipment.

5. Compliance with Laws. The Supplier warrants that the Items and their production or completion shall not violate any federal, state or local laws, regulations or orders. Without limiting the foregoing, Supplier certifies and guarantees that the Items (a) will be produced in compliance with all applicable requirements of the Fair Labor Standards Act, as amended; (b) will conform with all applicable consumer product safety standards under the Federal Consumer Product Safety Act; (c) will not be misbranded or banned hazardous substance within the meaning of the Federal Hazardous Substances Act; (d) will, if constituting or containing an economic poison as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, be registered pursuant to said Act and comply with all other requirements of said Act (7 U.S.C.A. 135-135K); (e) will not be a misbranded or adulterated food, drug, device or cosmetic within the meaning of the Federal Food, Drug and Cosmetic Act or an item prohibited under section 404 or 405 of said Act; (f) will not be an item of wearing apparel or interior furnishing which fails to conform to applicable flammability standards under the Federal Flammable Fabrics Act, (g) will not be in violation of, or cause the Purchaser to be in violation of, the Occupational Safety and Health Act of 1970, and standards, rules and regulation thereunder; (h) will not be in violation of, or cause the Purchaser to be in violation of, the provisions of 41 C.F.R. and 1.1310 concerning minority business enterprises; (i) will not be in violation of, or cause the Purchaser to be in violation of, the provisions of 41 C.F.R. Parts 60-2 and 60-20, concerning affirmative action programs and discrimination guidelines.

6. Changes. Purchaser shall have the right to make reasonable changes (including additions and omissions) from time to time in the Items, their specifications, drawings, designs, quantity, packing instructions, destination, or delivery schedule. If any such change affects the price of the Items or the time required for Supplier's performance under this order, Supplier and Purchaser may negotiate an equitable adjustment in the price or delivery schedule or both, provided that all claims for adjustments under this section shall be made by Supplier to Purchaser in writing within 30 days after Purchaser makes the change to which the adjustment relates. No adjustment in the terms of this order shall be binding upon Purchaser unless Purchaser has agreed in writing to the same.

7. Inspection. Purchaser may inspect the Items during their manufacture, construction, or preparation at reasonable times and shall have the right to inspect such Items at the time of their delivery and/or completion. Notwithstanding previous inspection by Purchaser, if defects or nonconformities for which Supplier is responsible under the terms of this order are revealed by subsequent inspection, analysis, manufacturing operations, use, or otherwise, Purchaser may reject or revoke its acceptance of any affected Items within a reasonable time after such defects or nonconformities are discovered.

8. Warranty by Supplier. Supplier warrants all Items delivered hereunder to be free from defects in material and workmanship, to be of good and merchantable quality, to conform strictly to any specifications, drawings, or samples which may have been provided to or furnished by Purchaser, and to be fit for the particular purposes for which the Items are intended by Purchaser. Supplier further warrants that it will have good title to the Items free and clear of all liens and encumbrances and will transfer such title to Purchaser. All warranties of Supplier which are set forth in this section or in any other part of this order or which are implied by law shall survive any inspection, delivery, acceptance, or payment by Purchaser.

9. Indemnification Against Third Party Claims. Supplier shall, and does hereby, indemnify and agree to hold harmless and upon request, defend Purchaser, its agents and employees, and persons claiming through Purchaser from and against all claims, demands, litigation, or proceedings of whatever kind, whether based upon negligence, breach of express or implied warranty, strict liability, or any other theory, and from and against all direct, indirect, special, incidental, or consequential damages of every kind whatsoever, arising out of, by reason of, or in any way connected with, accidents, occurrences, or injuries to, or losses to or of any third party or any property of any third party (which may occur before or after acceptance of the Items by Purchaser) in any way due or resulting from, or alleged to be due or resulting from, in whole or in part, the Items, the design, manner of preparation, manufacture, construction, completion, delivery, or non-delivery of the Items by Supplier or any subcontractor or supplier of Supplier, or the failure of Supplier or any subcontractor or supplier of Supplier to give adequate warnings in connection with the Items. Supplier shall, upon request, pay or reimburse Purchaser or any other party entitled to indemnification hereunder for all costs and expenses, including attorneys fees, incurred by Purchaser or such other party in connection with any such claim, demand, litigation, of proceeding. If requested by Purchaser, Supplier shall maintain products liability and completed operations insurance which provides, under the terms of the primary policy or by contractual liability endorsement if necessary, coverage in respect of claims involving bodily injury or property damage arising out of or in connection with the Items. Such insurance shall be in such minimum amounts as Purchaser shall designate and shall, upon Purchaser's request, declare Purchaser as a named insured. Such policies of insurance shall not be cancelable except upon ten days written notice to Purchaser, and Supplier shall furnish proof of such insurance to Purchaser should Purchaser so request.

10. Contingencies. Purchaser shall have the option to terminate this order or to delay the delivery or completion of all or part of the Items if causes beyond the reasonable control of Purchaser make it unreasonable to accept delivery hereunder. Such causes include but are not limited to acts of God; war; force of arms; fire; the elements; strikes, picketing or labor disputes; accidents; governmental action, prohibition, or regulation; delay in transportation facilities; and the failure of any party to perform any contract with Purchaser which adversely affects Purchaser's need for the Items. Such termination or delay shall be without cost to Purchaser to the extent that the Items are standard stock goods which can be resold by Supplier and/or the Items include services which Supplier has not then yet performed. In all other cases, Supplier shall have the right to reasonable compensation for work performed up to the date of such termination by Purchaser or, in the case of delay, for reasonable handling and storage charges. All claims for compensation under this section shall be made by Supplier to Purchaser in writing within 30 days after Purchaser notifies Supplier of the termination or delay, as the case may be.

11. Patent, Copyright or Trademark Infringement. Supplier shall indemnify Purchaser against and hold Purchaser harmless from any and all costs, expenses, liabilities, and damages, including attorneys fees, which Purchaser may incur in connection with any suit or claims of infringement of any patent, copyright, trademark, or trade name by reason of the manufacture, use, or sale of the Items. If so requested by Purchaser, Supplier shall, at its expense, appear in and assume the defense of any litigation to which Purchaser has been made a party which relates to any such infringement.

12. Purchaser's Specifications, Technical Data, Etc. Any specifications, drawings, notes, instructions, engineering notices, or technical data furnished by Purchaser to Supplier or referred to in this order shall be deemed to be incorporated herein by reference the same as if fully set forth. Supplier shall not, without Purchaser's prior written consent, disclose any such document or any information contained therein to any party other than those employees of Supplier who require the same for the performance of their duties in connection with this order.

13. Cancellation. Either party shall have the right to cancel this order upon the occurrence of either of the following events: (i) the other party's insolvency or actions indicating insolvency such as the filing of a petition by or against such party under any chapter of the bankruptcy laws, the appointment of a receiver for such party, or such party's attempt to make a general assignment for the benefit of creditors, or (ii) the other party's failure to comply with any of its obligations under this order if such failure continues for a period of 10 days after notice thereof is given to such party. Should Purchaser cancel this order as provided in the preceding paragraph, Purchaser may, at its option and without prejudice to any other rights or remedies it may have, take possession of the Items in whatever stage of completion they may be, with or without seeking a writ of replevin or pursuing any other judicial process or remedy. Upon taking possession of the Items, Purchaser may, if the Items are not completed, complete or contract with any other person(s) to complete the Items, and Supplier shall be liable for all costs, expenses, or damages of any kind whatsoever which Purchaser has incurred or suffered.

14. Limitation on Assignment. Neither party may assign this order or any right thereunder without the prior written consent of the other except that Purchaser shall have the right to assign to any company with which it is affiliated, or to any corporation into which it shall be merged, with which it shall be consolidated, or by which it, or all or substantially all of its assets, shall be acquired.

15. Licenses. Supplier shall be required to obtain and pay for any licenses, permits, or inspections by public bodies required in connection with the manufacture, completion, or delivery of the Items.

16. Work on the Premises. If work is to be performed hereunder on premises specified by Purchaser, Supplier represents that it has or will examine the premises and any specifications or other documents furnished in connection with the Items and satisfy itself as to the condition of the premises and site. Supplier agrees that no allowance shall be made in respect of any error as to any of the foregoing on the part of Supplier. Supplier shall at all times keep the premises free from accumulations of waste material or rubbish. At the completion of the Items, Supplier shall leave the premises and the Items broom-clean. Risk of loss or damage to Supplier's materials or equipment while the same are on premises specified by Purchaser shall remain in Supplier, and Purchaser shall have no responsibility or liability to Supplier or any one claiming through Supplier in respect of any loss or damage thereto, notwithstanding the fact that storage space on such premise is provided by Purchaser. Supplier shall abide by all plant safety regulations of Purchaser in performing any work in connection with the Items on premises specified by Purchaser.

17. Mechanic's Liens. Supplier hereby waives its rights to any mechanic's liens or other such liens under any applicable statutes or otherwise for work done or materials furnished in connection with the Items. As a condition to payment, Supplier shall, upon Purchaser's request, furnish Purchaser evidence that all subcontractors or materialmen used by Supplier in connection with completion of the Items have been paid in full and have released all mechanic's liens or other such liens held by such subcontractors or materialmen against the items or the affected premises. Upon Purchaser's request, Supplier shall, at its expense, promptly discharge any mechanic's liens or other such liens held by Supplier or its subcontractors or materialmen against the Items or the affected premises or obtain a bond to satisfy such liens. In any event, Supplier shall indemnify Purchaser against and hold Purchaser harmless from any and all costs, expenses, liabilities, and damages, including attorneys fees, which Purchaser may incur in connection with or as the result of the existence or discharge of any such liens.

18. Purchaser's Rights or Remedies. Any rights or remedies granted to Purchaser in any part of this order shall not be exclusive of, but shall be in addition to, any other rights or remedies granted in any other part of this order and any other rights or remedies that Purchaser may have at law or in equity.

19. Entire Agreement. This document, together with any information or documents incorporated herein by reference, shall be deemed to contain the entire agreement between Purchaser and Supplier and to constitute the complete and exclusive expression of the terms of the agreement, all prior or contemporaneous written or oral agreements or negotiations with respect to the subject matter here of being merged herein. Purchaser expressly limits any acceptance by Supplier to the terms of this order, and terms which are additional or contrary to the terms set forth herein may only be proposed by Supplier in a writing apart from Supplier's standard quotation, acknowledgment, or other similar form. Purchaser shall not be deemed to assent to any additional or contrary terms proposed by Supplier unless Purchaser has expressly agreed in writing to same. If Supplier has heretofore made Purchaser an offer with respect to the Items, this order shall not operate as an acceptance of Supplier offer, but rather be deemed to be a counter-offer.

20. Severability. In the event that any provision hereof shall violate any applicable statute, ordinance, or rule of law, such provision shall be ineffective to the extent of such violation with invalidating any other provision hereof.

21. Governing Law. This document and the purchase of any Items hereunder shall be governed by and construed in accordance with the laws of the state of Ohio, as applicable to agreements made and wholly performed therein.

22. Equal Opportunity. This clause applies only in the event that the goods ordered herein are to be used in whole or in part for the performance of government contracts and where the dollar value of said goods exceeds, or may in any one year exceed $10,000. During the Performance of this contract, the contractor (Supplier) agrees as follows: The contractor (Supplier) will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor (Supplier) will take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor (Supplier) agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The provisions of the Equal Opportunity clause, as promulgated by Executive Order 11246 dated September 24, 1965, as amended, and the provision of 41 C.F.R. and 60-1.1 through 60-1.47, as amended, are incorporated herein by reference.

23. Employment of Veterans. This clause applies only in the event that the goods ordered herein are to be used in whole or in part for the performance of government contracts and where the dollar value of said goods exceeds, or may in any one year exceed $10,000. The contractor (Supplier) will not discriminate against any employee or applicant for employment because he or she is a disabled veteran or veteran of the Vietnam Era in regard to any position for which the employee or applicant for employment is qualified. The contractor (Supplier) agrees to take affirmative action to employ, advance in employment and otherwise treat qualified disabled veterans and veterans of the Vietnam Era without discrimination based upon their disability or veteran status in all employment practices such as the following: Employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The provisions of the Disabled Veterans of the Vietnam Era clause, as set forth in 41 C.F.R. and 60-250, as amended are incorporated herein by reference.

24. Employment of Handicapped. This clause applies only in the event that the goods ordered herein are to be used in whole or in part of the performance of government contracts and where the dollar value of said goods exceeds $2,500. The contractor (Supplier) will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. Contractor (Supplier) agrees to take affirmative action to employ, advance in employment and otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicap in all employment practices such as the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The provisions of the Rehabilitation Act of 1973 and the regulations set forth in 20 C.F.R. and 741, and as amended, are incorporated herein by reference.

Revised 3/30/99