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DIAMOND PRODUCTS LTD.
Purchasing Terms and Conditions

1. Terms and Conditions: These Terms and Conditions, together with Diamond Products
(hereinafter “DP”) Purchase Order (hereinafter “Order”) issued to SELLER contain the
entire agreement between the parties pertaining to the purchase by DP of the goods and
services set forth in the Order.

2. Acceptance: a) This Order is DP’S offer to SELLER and does not constitute an
acceptance by DP of any offer to sell, quotation or proposal. Any reference to such offer
to sell, quotation or proposal is solely for the purpose of incorporating the description and
specifications of the goods and services (hereinafter collectively “Supplies”) contained
herein to the extent that such description and specifications of the Supplies contained
therein do not conflict with the description and specifications on this Order. This Order
consists only of the terms contained herein and on this Order and any supplements,
specifications or other documents expressly incorporated herein by reference. b) By
acknowledging receipt of this Order (or by shipping the Supplies called for by this Order)
SELLER agrees to the terms and conditions of sale contained in this Order. Any
additional or different terms or conditions contained in any acknowledgement of this
Order by SELLER shall be deemed objected to by DP without need of further notice of
objection and shall be of no effect nor in any circumstances binding upon DP unless
accepted by DP in writing. Acceptance or rejection by DP of any such additional terms
or conditions shall not constitute an acceptance of any other additional term or condition.

3. Prices and Terms of Payment: The prices and terms of payment stated on the Order
apply to all shipments made or services rendered hereunder. DP shall have no obligation
to honor invoices for Supplies at any increased price unless such increase shall have been
confirmed in writing by DP. No charges of any kind not stated on the Order hereof,
including without limitation charges for packing, crating or containers, will be allowed
unless specifically agreed to by DP in writing but damage to any Supplies because of
packaging which fails to protect such Supplies will be charged to SELLER.

4. Conditions of Payment: Payment of Supplies covered by the Order will be made in
accordance with the following terms: Payment date will be computed from the date of
receipt of materials or service. Actual receipt will be the determining factor in the
calculation of cash discounts and the scheduling of payment of invoices. Unless an
earlier date is supported by evidence of shipment as a part of the invoice, DP’s receiving
date shall be used to establish time of payment. DP shall be entitled, at all times, to set
off any amount owing from SELLER to DP against any amount due or owing to
SELLER with respect to this Order. DP is authorized to settle disputed accounts.

5. Taxes: Any applicable federal, state, and local taxes shall be stated separately on
SELLER’S invoice. The prices stated herein do not, nor will any invoice of SELLER,
include any tax with respect to which an exemption is available or is indicated by DP to
be available, or any federal excise or other tax with respect to which DP has furnished
SELLER evidence of a lawful exemption. In case it shall ever be determined that any
tax, whether separately stated on SELLER’S invoice and paid by DP or included in the
price charged by SELLER was not required to be paid by SELLER, SELLER agrees to
notify DP and promptly take all steps necessary to obtain a refund, and when received, to
pay such refund to DP.

6. Delivery: The terms of delivery are stated on the Order. The obligation of the SELLER
to meet the delivery dates, specifications and quantities as set forth on the Order is of the
essence to the agreement. Deliveries are to be made both in quantities and at times
specified on the Order, or if no such quantities or times are specified, pursuant to DP’S
written instructions. Shipments in greater quantities than ordered may be returned at
SELLER’S expense, unless written authorization is issued by DP. If SELLER’S
deliveries fail to meet the specified receipt date indicated on the Order, without limiting
its other rights or remedies, DP may either direct expedited routing and charge excess
cost incurred thereby to SELLER or cancel all or part of the Order in accordance with the
default provisions hereof. Supplies which are delivered in advance of the date indicated
by the Order are at the risk of SELLER and may, at DP’s option, be returned at
SELLER’S expense for proper delivery and/or have payment therefore withheld by DP
until the date that the Supplies are actually specified for delivery.

7. Excusable Delay for Non-Performance: It shall not be deemed a default hereunder and
neither DP nor SELLER shall be liable for a failure to perform hereunder arising from
cause or events beyond reasonable control and without the fault or negligence of DP or
SELLER, including but not limited to, labor disputes of any kind. To the extent that, and
so long as, the obligations of either party are affected by any such cause or event, such
obligations shall be suspended, provided however, that time is of the essence of the Order
and should SELLER fail to comply with DP’s indicated delivery or its obligations
hereunder, DP may terminate the Order without liability.

8. Government Regulations: a) FAIR LABOR STANDARDS ACT. Each of SELLER’S
invoices covering materials covered by this Order must carry the following certificate or
its equivalent in order to be passed for payment: “SELLER hereby certifies that any
materials covered by this invoice were produced in compliance with all applicable
requirements of the Fair Labor Standards Act, as amended, and of regulations and orders
issued thereunder.” b) OCCUPATIONAL SAFETY AND HEALTH ACT. SELLER
warrants that the Supplies to be furnished hereunder comply with the requirements of the
Occupational Safety and Health Act of 1970, as amended. c) COMPLIANCE. The
SELLER, by accepting this Order, agrees that Supplies furnished on this Order were
manufactured in accordance with all applicable laws, acts, orders and regulations of the
Federal, State and Local Governments, and all applicable codes and industry standards.

9. Inspection: All Supplies provided hereunder shall be subject to inspection and testing at
the point of destination, notwithstanding prior payment by DP. If any of the Supplies are
defective or otherwise not in conformity with the requirements of the Order or DP’s
designs, DP in addition to its other rights, may reject the same for full credit or may
rework the same at SELLER’S expense or may require prompt correction of replacement
thereof by SELLER at SELLER’S expense. Any Supplies rejected by DP shall be at
SELLER’S risk and expense and shall not thereafter be tendered for acceptance without
DP’s written consent. The packaging and handling expense incidental thereto and the
applicable transportation costs or charges will be charged to SELLER’S account.
Nothing herein shall release SELLER from the obligation to make full and adequate
testing and inspection of Supplies sold herein. The SELLER’S manufacturing plant or
such part of any manufacturing plant as may be engaged in manufacturing or furnishing
the product together with cost records or orders placed on a time and material basis, shall
with reasonable notice be subject to inspection by DP.

10. Property: All tools, dies, patterns, drawing or other equipment furnished by DP shall
continue to be DP’s property and subject to DP’s disposition at any time. SELLER shall
hold DP property at its risk and agrees to replace said property if lost or destroyed. DP
property shall be used exclusively in the preparation of Supplies ordered by DP.

11. Confidentiality of Information: SELLER shall not, without first obtaining DP’s written
consent, in any manner advertise, publish, communicate or otherwise divulge the fact that
the SELLER has contracted to furnish the Supplies to DP. SELLER shall be responsible
in matters within its control for safe guarding of all information that is non-public,
confidential or proprietary in nature regarding DP and the use and/or application of DP’s
products that is disclosed or developed in connection with the work under this contract.
DP shall be entitled to equitable relief, including injunction bond (without bond) and
specific performance, in the event of any breach or threatened breach of this Paragraph
11 by SELLER. Such remedies shall not be deemed to be the exclusive remedies of DP,
but shall be in addition to all other remedies available at law or in equity.

12. Warranties: Seller expressly warrants and guarantees to DP to DP successors, assigns
and customers, that all Supplies delivered to DP will: (a) conform to the specifications,
standards, drawings, samples, descriptions and revisions as furnished to or by DP; (b)
conform to all applicable laws, orders, regulations and standards in countries where
Supplies or other products incorporating Supplies are to be sold; (c) be merchantable and
free of defects in design (to the extent designed by Seller), manufacture, materials and
workmanship; and (d) be selected, designed (to the extent designed by Seller),
manufactured and assembled by Seller based upon DP’s stated use and be fit and
sufficient for the purposes intended by DP. The warranty period is the longest of: three
years from the date DP accepts the Supplies; the warranty period provided by applicable
law; or the warranty period offered by DP or DP’s customer to end-users for Supplies
installed on or as part of products. The warranty period for any item determined to be
defective is unlimited in time and scope. For all services, Seller further warrants that its
work will be performed in a professional and workmanlike manner, consistent with all
standards and specifications agreed on with DP and otherwise consistent with industry
standards. Seller will immediately notify DP in writing when it becomes aware of any
ingredient, component, design or defect in Supplies that is or may become harmful to
persons or property. DP’s approval of any design, drawing, material, process or
specifications will not relieve Seller of these warranties.

13. Indemnification: SELLER agrees to defend, indemnify and save harmless DP from and
against all losses, liabilities, judgments, settlements, expenses including, without
limitation, attorney’s fees or claims based on injuries or damages to any person or
property arising out of or in any way related to (a) the Order, (b) the breach of any
obligation or warranty hereunder, or (c) the delivery, condition, use or operation of the
Supplies purchased hereunder, whether such Supplies are in the same mode as when
delivered hereunder or whether they have been used in the manufacture of, and become
part of, equipment, machinery or Supplies sold by DP to third parties. SELLER agrees to
and shall assume on behalf of DP, upon its demand (without regard to the real or apparent
merits of said action), the defense of any court or agency actions which may be brought
against DP. The foregoing shall apply irrespective of whether claims are asserted by a
party, its employees, subcontractors, or by unrelated third persons. With regard to any
work-related injuries to SELLER’S employees, Seller expressly waives any immunity it
may be granted under applicable Workers’ Compensation statutes. In claims against any
person or entity indemnified under this Paragraph 13 by an employee of SELLER, a
subcontractor, anyone directly or indirectly employed by them or anyone for whose acts
they may be liable, the indemnification obligation under this Paragraph 13 shall not be
limited by a limitation on amount or type of damages, compensation, or benefits by or for
SELLER or a subcontractor under Workers’ Compensation acts, disability benefits acts,
or employee benefits acts.

14. Intellectual Property: SELLER warrants that the Supplies specified herein and their
sale or use alone, or in combination to SELLER’S specifications or recommendations, if
any, will not infringe on any United States or foreign patent, copyright or trademark. In
case the Supplies constitute patent, copyright, or trademark infringement and their use is
enjoined, DP may, at its sole option, pursue any remedy or remedies available at law or in
equity, including, without limitation, requiring SELLER to either procure for DP the right
to continue using such Supplies, modify them so they become non-infringing or remove
them and refund the total purchase price thereof.

15. Changes: DP may at any time, by written notice, make changes in the terms of the Order
or the Supplies provided hereunder and SELLER shall comply therewith. If any such
changes cause an increase or decrease in the cost of or time required for performance of
SELLER’S obligation pursuant to the Order, an equitable adjustment shall be made in
price or delivery schedule or both, and the Order shall be modified in writing
accordingly. Any claim by SELLER for adjustment under this clause must be asserted
within ninety (90) days from the date of receipt by SELLER of the notification of change.

16. Assignments: No right or obligation under the Order, including the right to receive
monies due or to become due hereunder, shall be assigned by SELLER without the prior
written consent of DP and any purported assignment without such consent shall be void.
SELLER shall not subcontract or in any manner delegate to any other party the
performance of any work or the supplying of any services under the Purchas Order
without the prior written approval of DP.

17. Substitutions, Extras: No substitution of materials or accessories may be made without
DP’s written consent. No charges for extras will be allowed unless such extras have been
ordered in writing by DP and the price agreed upon.

18. Insurance: SELLER shall maintain such public liability insurance (including products
liability, completed operations, contractor’s liability and protective liability), automobile
liability insurance (including non-owned automobile liability) and workmen’s
compensation and employers’ liability insurance in such amounts as will adequately
protect DP against such damages, liabilities, claims, losses and expenses (including
attorneys’ fees); SELLER agrees to submit certificates of insurance evidencing its
insurance coverages when requested by DP.

19. Gratuities: SELLER has not and will not offer or give to any employees, agent or
representative of DP any gratuity with a view toward securing any business from DP or
influencing such person with respect to the terms, conditions or performance of any
contract/order or from DP. Any breach of this warranty shall be a material breach of
each and every contract between DP and SELLER.

20. Default: In the event SELLER is insolvent or makes a general assignment for the benefit
of creditors or admits in writing its inability to pay debts as they mature or if a trustee or
receiver of SELLER or of any substantial part of the SELLER’S assets is a appointed by
any court or if a proceeding against SELLER is instituted under any provision of the
Federal Bankruptcy Act or any state insolvency law or by or against SELLER and is
acquiesced in or is not dismissed within thirty (30) days or results in an adjudication in
bankruptcy or insolvency or if SELLER fails, or appears to be unable to perform any of
its obligations in accordance with the terms and conditions of the Order, DP may cancel
the Order in whole or in part and/or pursue any further remedies available at law or in
equity. No waive by DP of a breach by SELLER of any provision of the Order shall
constitute a waiver of any other breach of such provision. All of DP’s rights and
remedies hereunder shall be cumulative and not exclusive.

21. Limitation of DP’s Liability, Statute of Limitations: In no event shall DP be liable
for anticipated profits or for incidental or consequential damages. DP’s liability on
any claim of any kind for any loss or damage arising out of, connected with
resulting from the Order or the contract based thereon, or from the performance or
break thereof, shall in no case exceed the price allocable to the Supplies or unit
thereof which give rise to the claim. DP shall not be liable for penalties of any
description. Any action resulting from any breach on the part of DP as to the
Supplies delivered hereunder must be commenced with one (1) year after the cause
of action has accrued.

22. Remedies: DP’s rights and remedies in the Order will be cumulative with and in
addition to all other or legal or equitable remedies. Seller will reimburse DP for any
incidental or consequential damages caused by SELLER’S breach or by nonconforming
Supplies, including without limitation costs, expenses, fees, and losses of whatsoever
nature or kind, including but not limited to special travel costs (both from suppliers to DP
and from DP to its customers), additional preproduction costs, additional costs caused by
special shifts, loss of production costs, replacement/conversion costs, additional test costs
and lost profit, incurred directly or indirectly by DP or its customer(s): (a) in inspecting,
sorting, repairing or replacing the nonconforming Supplies; (b) resulting from production
interruptions; (c) conducting recall campaigns or other corrective service actions; or (d)
resulting from personal injury (including death) or property damage caused by the
nonconforming Supplies. Consequential damages include reasonable professional fees
incurred by DP. If requested by DP, Seller will enter into a separate agreement for the
administration or processing of warranty charge-backs for nonconforming Supplies, and
will participate in and comply with warranty reduction or related programs as directed by
DP that relate to the Supplies. In any action brought by DP to enforce SELLER’S
obligation to produce and deliver Supplies under the Order, the parties agree that DP does
not have an adequate remedy at law and DP is entitled to specific performance (including
temporary, preliminary and permanent injunctive relief without necessity of posting
bond) of SELLER’S obligations under the Order. Seller expressly agrees that if it fails to
make deliveries or perform services at the agreed time, fails to comply with DP
transportation requirements, fails to ship the correct quantity, or fails to meet quality or
certification requirements, then DP shall be entitled to a credit in the amount of ten
percent of the value of the total Order, which may be applied at any time by DP at its sole
discretion.

23. Risk of Loss or Damage: a) Risk of loss or damage to the Supplies furnished under the
terms of this Order, shall pass to DP upon acceptance by DP. b) During the period that
SELLER bears the risk of loss or damage, SELLER shall, by insurance or otherwise, bear
the complete risk of loss or damage to the Supplies, no matter how caused and shall hold
harmless DP from any such liability.

24. Cancellation: An addition to any other provisions contained herein for the cancellation
or termination of the Purchas Order, DP may cancel the Order, for any reason or no
reason, in whole or part, by written notice to SELLER on the condition that DP pay to
SELLER the actual net cost to SELLER incurred in good faith prior to SELLER’S receipt
of the cancellation notice in connection with this Order, provided however, that in no
event shall DP be liable for SELLER’S commitments or production arrangements in
excess of the amount, or in advance of that time, necessary to meet DP’s delivery
requirements.

25. Jurisdiction and Venue: Any dispute of whatsoever nature arising out of the providing
Supplies pursuant to this Order, including payment for same, shall be venued in State or
Federal courts of competent jurisdiction, for or located in Lorain County, Ohio. SELLER
hereby consents to the exclusive jurisdiction of said courts to resolve any such dispute.
In the event that an action is commenced in any other jurisdiction, SELLER agrees to the
transfer of such action to the court of proper jurisdiction and reimbursed DP all fees
(including reasonable attorney fees) and expenses in connection with the transfer.
SELLER, OR ANYONE CLAIMING THROUGH SELLER, EXPRESSLY
WAIVES THE RIGHT TO A JURY TRIAL WITH RESPECT TO ANY
PROCEEDINGS ARISING OUT OF THE SALE OF THE SUPPLIES PROVIDED
BY SELLER.

26. Relationship of Parties: Seller and DP are independent contracting parties and nothing
in the Order will make either party the employee, agent or legal representative of the
other for any purpose. The Order does not grant either party any authority to assume or to
create any obligation on behalf of or in the name of the other. Seller will be solely
responsible for all employment and income taxes, insurance premiums, charges and other
expenses it incurs in connection with its performance of the Order, except as expressly
provided in a written agreement signed by DP. All employees and agents of Seller or its
respective contractors are employees or agents solely of Seller or such contractors, and
not of DP, and are not entitled to employee benefits or other rights accorded to DP’s
employees. DP is not responsible for any obligation with respect to employees or agents
of Seller or its contractors.

27. Conflict of Interest: Seller represents and warrants that its performance of the Order
will not in any way conflict with any continuing interests or obligations of Seller or its
employees or contractors. Seller further warrants that while the Order is in effect, Seller
and those of its employees and contractors participating in the performance of the Order
will refrain from any activities which could reasonably be expected to present a conflict
of interest with respect to SELLER’S relationship with DP or its performance of the
Order.

28. Language, Severability, No Implied Waiver: The parties acknowledge that it is their
wish that these Terms and all documents relating thereto be in the English language only
and only the English language version of these Terms shall govern. Any translation of
the English language version of these Terms shall have no force or effect. If any term of
the Order is invalid or unenforceable under any statute, regulation, ordinance, executive
Order or other rule of law, the term will be deemed reformed or deleted, as the case may
be, but only to the extent necessary to comply with applicable law. The remaining
provisions of the Order will remain in full force and effect. The failure of either party at
any time to require performance by the other party of any provision of the Order will not
affect the right to require performance at any later time, nor will the waiver of either
party of a breach of any provision of the Order constitute a waiver of any later breach of
the same or other provision of the Order.

29. Survival: The obligations of Seller to DP survive termination of the Order, except as
otherwise provided in the Order.

30. Headings: The headings in these Terms are for convenience only and shall not affect
their interpretation.

31. Miscellaneous: This Order, as the same may be amended or modified in writing, and
any document referred to herein supersede all prior understandings, transaction and
communications, or writings with respect to the matters referred to herein. When
SELLER has expressly accepted this Order, SELLER, by commencing work hereunder,
shall be deemed to have agreed to all the provisions hereof.