ZHI Terms and Conditions of Purchases

The following constitute the standard terms and conditions of purchase (T&Cs) of Zinter Handling, Inc., (ZHI), which are effective as of January 1, 2019.  They are a material part of any purchase order (“PO”) submitted by ZHI to a Vendor


1.  Acceptance of PO and T&Cs:

 1.1.  Vendor evidences its acceptance of ZHI’s T&Cs by: (1) accepting ZHI’s PO and any amendments thereto, (collectively referred to as the “PO”); and/or (2) commencing performance under the PO; and/or (3) sending ZHI written or electronic communication evidencing its acceptance of the PO and/or T&Cs.  If Vendor’s boilerplate documents state, in words or substance, that it rejects all or any part of the PO and/or T&Cs, then any subsequent performance by Vendor will conclusively establish Vendor’s decision to accept the PO and T&Cs notwithstanding Vendor’s boilerplate documents to the contrary.

 1.2.  By accepting the PO and/or commencing to fulfill it, Vendor agrees to be bound to and comply with the terms set forth in: (a) the PO, (b) these T&Cs, and (c) all specifications, drawings, plans, and other documents referred to in the PO.

1.3.  Neither the PO nor ZHI’s subsequent payment of a Vendor’s invoice shall constitute an acceptance by ZHI of any term or condition prepared by Vendor and referenced in Vendor’s documents (i.e., proposals, quotes, offer to sell, or other agreement or contract) which contradicts or is in any way inconsistent with the PO and/or T&C’s.  No other terms and conditions, modification, or additional condition, or contradictory term, either written or oral, related to this transaction and/or contract, shall be binding on ZHI.

1.4.  Reference in the PO to any Vendor prepared document shall in no way constitute a modification of the PO or these T&Cs.

1.5.  Any Vendor prepared document containing terms and/or conditions inconsistent with or in addition to the provisions of the PO and T&Cs are hereby expressly rejected and shall not be binding on ZHI.

2.  Prices: Prices stated in the PO shall not be subject to increase and are in U.S. Dollars unless another currency is set forth in the PO. 

3.  Payment Terms: The payment terms set forth in the PO shall be controlling.  If there are no payment terms set forth therein, then the payment terms shall be Net 30 Days from the date the Vendor’s invoice is received by ZHI.


4.  Delivery:  All goods will be shipped by Vendor on the Ship Date to the designated destination via the method set forth in the PO.  The Ship Date set forth in the PO is a material element of the parties’ agreement.  Vendor shall be liable for any additional costs or other damages ZHI incurs as a result of delays in delivery unless the delay is due to causes beyond Vendor’s immediate control, including Acts of God, strikes, government interference, accidents, and supply shortages.  In any case where the shipment is delayed, Vendor shall provide ZHI with timely notice and an explanation for the delay.

5.  Passage of Title & Risk of Loss:  Unless otherwise stipulated in the PO, any and all risk, damage and loss to the products shall be borne by Vendor until delivery to the shipping address set forth in the PO.

6.  Inspection: Upon ZHI’s receipt of Vendor’s products, ZHI shall have a reasonable time to inspect and test them.  If the products do not conform to ZHI’s specifications or otherwise fail ZHI’s tests, then ZHI shall notify Vendor in writing or electronically of its conclusions, and ZHI shall have no obligation to pay for Vendor’s products.  Vendor shall have 10-days following its receipt of ZHI’s notice to arrange for the return of its products at its sole cost and expense.  If Vendor fails to timely make such arrangements, then ZHI may dispose of Vendor’s products in any manner it deems fit.

7.  Confidential Information

7.1.  ZHI: All drawings, plans, equipment designs and concepts prepared by ZHI shall remain the confidential, proprietary, intellectual property of ZHI.  Vendor may be provided with a copy of certain drawings and/or plans, but, it may not copy, reproduce, or disseminate to any third party, in whole or in part, any ZHI drawing or plan.  Vendor shall also keep confidential any technical process or economic information derived from ZHI drawings, specifications, and/or other data finished by ZHI.  Vendor shall not divulge, directly or indirectly, ZHI’s confidential information for the benefit of any other party.  Vendor understands that any breach of these confidentiality restrictions by it, or its agents, or representatives, may cause significant and irreparable harm to ZHI. In the event of a threatened breach, or breach by Vendor or its agents or representatives, ZHI shall be entitled to obtain a permanent injunction in order to prevent or restrain any breach.  This remedy shall be in addition to any other remedies or damages available at law or equity. 

7.2.   Vendor:  Any knowledge or information which Vendor shall have disclosed or may hereafter disclose to ZHI, and which in any way relates to the goods or services offered by Vendor, shall not, unless otherwise specifically agreed to in writing by ZHI, be deemed to be confidential or proprietary information of Vendor, and shall be acquired by ZHI, free from any restrictions, other than a claim for patent infringement.

8.  Changes:  Following Vendor’s receipt of the PO, Vendor may not make any changes to the PO, or substitute like products without the prior written consent of ZHI.

9.  Cancellation: ZHI may cancel its PO, in whole or in part, at any time and for any reason prior to the actual shipment of  the products ZHI seeks to cancel.  ZHI’s notice of cancellation shall be sent to Vendor in writing or electronically.  ZHI will have no liability to pay Vendor for the products which are not shipped and are cancelled. 

10.  Limitation of Liability.   ZHI shall not be liable for any amount in excess of the total amount due in the PO.  In no event will ZHI be liable for any indirect, special, consequential, liquidated, exemplary or punitive damages, attorney’s fees, court costs, interest, nor will ZHI be liable for any lost profits.


11.  Breach.  In the event that Vendor claims ZHI is in breach of its payment obligation, then Vendor must provide ZHI with written notice of breach and an opportunity to cure its alleged failure within ten (10) days after ZHI’s receipt of the notice.


12.  Indemnity.  Vendor shall be obligated to defend and indemnify ZHI against any claim which may result in any way from any act or omission of Vendor, its agents, employees, or subcontractors, except to the extent that any such injury or damage is due solely and directly to ZHI’s act or omission. 

13.  Insurance.  Vendor shall maintain general liability insurance naming ZHI as an additional insured. Vendor shall maintain Workers Compensation and Auto insurance. Vendor shall furnish to ZHI a Certificate of Insurance completed by its insurance carrier certifying that insurance coverage is in effect.

14.  Assignment and Subcontracting. Vendor shall not assign and/or subcontract all or a part of its obligations under the PO. 

15.  Proper Business Practices. Vendor shall comply with all laws dealing with improper or illegal payments, gifts or gratuities, and it agrees not to pay, promise to pay or authorize the payment of any money or anything of value, directly or indirectly to any person for the purpose of illegally or improperly inducing a decision or obtaining or retaining business in connection with ZHI.

16.  Compliance with Laws.  Vendor agrees to comply with the applicable provisions of any federal, state, provincial, or local law or ordinance and all lawful orders, rules, and regulations issued thereunder. In addition, Vendor shall comply with good industry practices, including the exercise of that degree of skill, diligence, prudence and foresight which can reasonably be expected from a competent business in a manner consistent with all generally recognized international standards.

17.  Patents.  If any action or proceeding is commenced against ZHI which alleges that ZHI violated the patent rights of a third party based on products or information provided to ZHI by Vendor, then Vendor shall defend and indemnify ZHI in that lawsuit.

18. Vendor’s Agreement to Not Solicit ZHI Employees for Employment:

18.1. Vendor herby warrants to ZHI that during the course of Vendor’s work for ZHI and for a period of two (2) years after the parties relationship ends, Vendor will not take any actions which may be detrimental to ZHI, including, but not limited to: (a) making an offer of employment to ZHI employees; or (b) making disparaging comments about ZHI intended to induce an employee to terminate his/her relationship with ZHI.

18.2. The parties hereto understand that ZHI would not conduct business with Vendor absent the agreements set forth herein.

18.3. In the event that any of the foregoing agreements are breached by Vendor, then the damages that ZHI will sustain as a result thereof will be difficult if not impossible to ascertain. Accordingly, the parties agree that in the event that any of the foregoing agreements are breached, then ZHI may elect to recover the lump sum of One Hundred Thousand Dollars ($100,000.00) from Vendor as liquidated damages (and not as a penalty) in lieu of proving actual damages arising from said breach.     

19.  Packing, Preservation and Marking. All packing, preservation and marking requirements will be in accordance with the specification set forth in the PO.  If none are specified, then Vendor will use the commercially accepted practices.

20.  Governing Law. The PO shall in all respects be governed by and interpreted in accordance with the substantive law of the State of New York, excluding its conflicts of law provisions. The Parties hereby exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

21.  Dispute Resolution.  ZHI and Vendor shall attempt amicably to resolve any controversy, dispute or difference arising out of the PO.  If they are unable to do so, either party may initiate litigation to resolve the disputed issues.  Litigation arising from the PO may be brought only in the United States District Court for the Northern District of New York located in Albany, New York, or, if such court lacks subject matter jurisdiction, then in the Supreme Court of the State of New York in and for Saratoga County located in Ballston Spa, New York.  The Parties hereby submit to the jurisdiction of said courts, and waive any defense of forum non-conveniens.

22.  Legal Fees and Costs. If ZHI retains the services of an attorney to resolve any dispute arising under the PO, and ZHI is determined to be the prevailing party, then Vendor shall be liable to reimburse ZHI the reasonable legal fees, disbursements, and other court costs incurred in that matter.

23.  Entire Agreement.  The PO and the foregoing T&Cs are intended by the parties as a final expression of their agreement with respect to such terms as are included herein, and is intended also as complete and exclusive statement of the terms of their agreement.  No course of prior dealings between parties and no usage of the trade shall be relevant to determine the meaning of the PO and/or T&Cs. The invalidity, in whole or in part, of any of the foregoing articles or paragraphs of these T&Cs  shall not affect the remainder of such article or paragraphs or any other article or paragraphs of the PO.