READ CAREFULLY -- EACH TERM AND CONDITION IS AN INTEGRAL PART OF THIS CONTRACT.
This contract (“Contract”) consists of the applicable purchase order or service order (“Order”), these Terms and Conditions, any purchase contract or other agreement executed by Buyer and Vendor and attached to or referring to these Terms and Conditions, or incorporated herein and/or in the Order (“Agreement”) and the other Contract Documents, and applies to all services (together with any Projects, the “Services”), goods, items, software, drawings and deliverables, including all supplies used in or provided in connection with the performance of any Services, (“Products”), and that the vendor, supplier, independent contractor or other party named in the Order (“Vendor”) sells, supplies, delivers or provides to or for Buyer, whether separately or in connection with any installation, construction, reconstruction or other project described in the Order (“Project” and together with the Products and Services, as applicable, the “Deliverables”).
1. BUYER. The term “Buyer” is used herein to refer to the applicable Bridgestone entity or entities that issued this Order. The term “Bridgestone” is used herein to refer to Buyer and Buyer’s Affiliates. Each Contract shall constitute and be construed as a separate agreement between Vendor and the Buyer who issued the Order. Buyer and its Affiliates shall not be jointly or severally liable under any Contract. As used herein, “Buyer’s Affiliates” means any legal entity controlled by, controlling, or under common control with Buyer. “Control” shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of an entity whether by contract, ownership interest of 50% or more, membership on the board of directors, agreement or otherwise.
2. CONTRACT. The terms of this Contract, including these Terms and Conditions, shall apply to all purchases of Deliverables by Buyer from Vendor and Buyer’s purchase of Deliverables is expressly made conditional on Vendor’s assent to these Terms and Conditions. Vendor will be deemed to have accepted this Contract (and all terms hereof) and this Contract will become a binding contract upon the earliest of (i) Vendor’s written acceptance of the Order, (ii) Vendor beginning performance of this Contract, (iii) Vendor’s shipment or delivery of any permitted unit or partial unit of the Products or commencement of any Services, or (iv) other conduct by Vendor recognizing the existence of a contract. The Order (including these Terms and Conditions) is an offer, limited to the terms expressly set forth in this Contract, and Vendor’s acceptance is solely limited to the acceptance of all the terms expressly set forth in this Contract. This Contract supersedes any other terms or conditions in any correspondence, proposal or other document provided by Vendor and no different or additional terms in Vendor’s acceptance, invoice or other document or verbal communication will become part of the Contract without Buyer’s written consent and Buyer expressly rejects all such different or additional terms or conditions. Transactions between Buyer and Vendor may be conducted electronically.
3. CONTRACT DOCUMENTS. The “Contract Documents” consist of the Order; any Agreement; any schedule, budget, pricing, fees, work-letter, improvements, space plans, rendering, drawings and specifications provided by Buyer to Vendor or provided by Vendor and attached to these Terms and Conditions or approved in writing by Buyer (“Specifications”); these Terms and Conditions; any written change orders, amendments and supplements to any of the foregoing (“Change Orders”); and any non-disclosure agreement executed by Vendor (“NDA”) in favor of Buyer or its parent, subsidiaries and affiliates at any time now or hereafter. The Contract Documents are intended to be interpreted harmoniously if reasonably possible, but in the event of conflict, the order of precedence is as follows: the Agreement, Change Orders, the Specifications, the Order, any NDA and these Terms and Conditions.
4. MODIFICATIONS AND CHANGES. This Contract (including the Deliverables and prices) cannot be changed, amended or modified, through oral agreement, conduct, correspondence, or otherwise, except in a Change Order or other writing signed by an authorized representative of the party against whom enforcement is sought.
5. WARRANTIES. Vendor represents and warrants to Buyer as follows:
5.1 Title. Upon delivery or completion, Buyer shall have good and marketable title to the Deliverables, free and clear of all liens, taxes, charges and other encumbrances.
5.2 Products. The Products and their components (i) are merchantable and of good quality and workmanship and free from defects in design, workmanship, and materials; (ii) are fit for their ordinary intended purposes and any purposes specified herein or otherwise communicated to Vendor; (iii) conform to the Specifications and other Contract Documents and comply with all Applicable Laws (defined below); (iv) conform to the descriptions on their labeling and packaging; and (v) are new and not previously used (unless specifically designated on the face of the Order as refurbished, rebuilt, or used) and in good working order.
5.3 Services; Projects. The Services and any Project will be of good quality and free from defects in design, workmanship and material and will be performed, completed and delivered lien-free in a timely, safe, professional, thorough and workmanlike manner by qualified Personnel using qualified Products, in strict compliance with the Contract Documents and all Applicable Laws, and in accordance with industry standards. Vendor represents and warrants that (i) Buyer has provided all information that Vendor deems necessary to perform the Services and complete the Project; (ii) it is fully aware of the purpose of the Services and the Project; (iii) the Services and the Project will accomplish the intended purpose, and (iv) it has all necessary governmental or other third-party consents needed to perform its obligations under this Contract. “Personnel” shall mean any employee, staff, subcontractor, agent, or other person assigned by Vendor to perform Services under this Contract.
5.4 Assigned Warranties. Buyer shall have the benefit of, and to the maximum extent possible Vendor hereby assigns to Buyer, all warranties and guarantees, express or implied, made by or on behalf of any manufacturer, licensor, subcontractor or supplier with respect to any Deliverables (including software) or other goods, software, and materials used in or installed as part of any Deliverables. Vendor shall cooperate with Buyer in enforcing any such warranties and guarantees. Vendor shall manufacture, deliver and perform, as applicable, all Deliverables in such manner as to preserve all such manufacturer’s warranties.
5.5 Miscellaneous. Vendor has sufficient financial resources to fulfill its obligations under this Contract. The acceptance of this Contract has been duly authorized and is valid, binding and enforceable in accordance with its terms. Vendor is not relying on any statement or representation made by or on behalf of Buyer except as otherwise expressly set forth in this Contract.
6. NON WAIVER; REMEDIES. No waiver of any rights or obligations shall be (i) implied, whether by course of dealing, any failure or delay in exercising any right, power or privilege hereunder, or otherwise, or (ii) effective unless in writing and signed by the party holding such rights or to whom such obligations are owed. Any waiver shall be effective only in the specific instance and for the specific purpose stated in such writing and shall not obligate the waiving party to grant any further, similar, or other waivers. Except as expressly provided in this Contract, all Buyer’s and Vendor’s rights and remedies are cumulative, not alternative or exhaustive, and are in addition to all other rights and remedies available at law or in equity, and the exercise of any remedy shall not preclude the exercise of any other remedy.
7. TIMELY DELIVERY; SUPPLY. Time is of the essence of this Contract. If any delivery of Products or performance of Services is not made when promised, Buyer may, without waiving or prejudicing any of its other remedies, refuse any Deliverables and cancel all or any part of the Order without liability. If Vendor anticipates at any time that it will be unable to deliver the quantity of Products ordered because of a supply shortage, Vendor will allocate its supply so as to deliver Products to Buyer in the same proportion as delivered to substantially similar customers for substantially similar products ordered in substantially similar quantities.
8. SHIPMENT TERMS; FREIGHT CHARGES; RISK OF LOSS; TITLE.
(a) Vendor shall deliver the Products in accordance with the delivery terms set forth in the Agreement or Order and if no delivery terms are stated in the Agreement or Order, Vendor shall deliver the Products on FCA terms (INCOTERMS 2020). Vendor is responsible for Product packaging, including all handling, bagging, blocking, barreling, boxing, crating, drayage, storage, and other packing charges. Vendor shall identify the Order on all packing lists, bills of lading and other shipping documents tendered to a carrier. Vendor shall be responsible for any additional charges if shipment other than as indicated above becomes necessary to fulfill Vendor’s obligations for timely delivery, and for excess transportation charges in connection with Vendor’s failure to comply with Buyer’s or any carrier’s packing requirements. Title and risk of loss with respect to the Products shall pass to Buyer (subject to its inspection and return rights) upon completion of Vendor’s delivery obligations in accordance with the applicable delivery terms.
(b) Vendor shall, at its own expense, provide Buyer with the correct U.S. Harmonized Tariff Schedule (HTS) code (or equivalent based on the country where the Products are delivered) for all Products supplied under this Agreement. Vendor represents and warrants that all HTS codes provided are true and accurate to the best of its knowledge and are based on a diligent review of the Product’s composition, function, and country of origin. Vendor will promptly notify Buyer of any change to the HTS code. Buyer may rely on the HTS code provided by Vendor and Vendor shall be responsible for all costs, fines, penalties, duties, and any other expenses arising from inaccurate or incomplete HTS classifications provided to Buyer.
(c) For all Products containing materials that are subject to import or export tariffs, taxes or duties on a class of goods included in this Agreement (“Tariffs”) under US laws (including, without limitation, steel, aluminum and copper) (“Covered Material”), Vendor shall provide Buyer with a detailed breakdown of the material content in all Products, including: (a) detailed descriptions of each Covered Material; (2) the percentage by weight of each Covered Material used in the Product; and (3) the country of origin for each Covered Material, including the relevant International Organization for Standardization (ISO) code. The Vendor shall promptly respond to any questions or requests for additional information that may be required during the customs clearance process. If the Vendor fails to provide the information required by this Section, Buyer may treat the entire Product as being composed of Covered Material, or may treat the Covered Material as having originated in a country that is subject to additional or higher tariffs, for duty assessment purposes. Vendor shall be responsible for any additional, excess, or increased US Tariffs or fees resulting from the Vendor's failure to provide accurate or complete information as required by this section, and Vendor agrees to indemnify and hold Buyer harmless from any penalties, fines or damages resulting from such failure.
(d) In the event the United States government or another relevant government body imposes significant Tariffs, Vendor shall immediately notify Buyer, and the parties shall negotiate in good faith to determine appropriate allocation of costs related to such Tariffs. Upon request by Buyer, Vendor shall make best efforts to determine countermeasures to minimize the parties’ exposure to such tariffs.
9. PRODUCT INSPECTION AND REJECTION. Products shall not be deemed accepted by Buyer until they have been physically received and inspected at Buyer’s site and tested and accepted by Buyer. For purposes of this section, “acceptance” means the Products are fully functional and operating without material defect or deficiency and otherwise conform to the specifications set forth in the Contract Documents, each to Buyer’s satisfaction. Buyer will inspect and test Products within a reasonable time after such receipt, irrespective of payment dates and other payment terms. If any Products are not accepted by Buyer, or are shipped contrary to instruction or on a shipping date not specified by Buyer, Buyer shall have the right, without waiving or prejudicing any of its other remedies, to reject such Products and return them or hold them at Vendor’s expense as rejected goods. Buyer may charge Vendor with storage and freight costs (inbound and outbound) and any other expenses incurred by Buyer with respect to nonconforming Products, including disposal costs.
10. ACCEPTANCE OF SERVICES. Services (in connection with a Project or otherwise) shall not be deemed complete until accepted by Buyer. If Buyer determines that any of the Services are defective or do not conform to the Contract Documents, Buyer may, without waiving any other rights or remedies, notify Vendor of such defects or non-compliance and Vendor shall re-perform the Services or take such other action as necessary to remedy the defect or non-conformity and pay Buyer’s costs, expenses and other damages arising therefrom. Alternatively, if Buyer reasonably determines that it is not technically or economically feasible to correct the defect or non-conformity in any Services or Project, Vendor shall deduct from the price (or refund to Buyer) an equitable amount acceptable to Buyer. If Vendor fails to correct the defect within (i) five (5) days after Buyer’s notice, or (ii) if the defect is not capable of being corrected within five (5) days, Vendor fails to commence and continue to use all reasonable efforts to correct the defect promptly, Buyer may perform or re-perform the Services and Vendor shall deduct from the price (or refund to Buyer) Buyer’s reasonable costs. Vendor’s correction of a defect or non-conformity shall also be subject to the provisions of the Contract Documents to the same extent as the Services originally performed.
11. PRICE. The price for the Deliverables is set forth in the Order (the “Price”), and Vendor cannot add charges for taxes (other than sales or use taxes on the Deliverables based on Buyer’s purchase or use of such Deliverables), shipping, packaging or other matters without Buyer’s express prior written agreement, unless otherwise indicated on the Order. Vendor shall be responsible and pay for all taxes, duties, fees, and other charges other than sales tax. Vendor specifically and expressly assumes the risk of any foreseen or unforeseen event or cause occurring after the date of the Order and affecting costs or pricing.
12. INVOICES; PAYMENT.
12.1 Vendor shall invoice Buyer for the Deliverables promptly after delivery. Invoices for Products must not be dated before the shipping date (unless specified in the Order). Invoices must be in acceptable form, contain the applicable PO number, and include such supporting documentation as Buyer may reasonably require, including adequate evidence of shipment and/or delivery of Products or progress and/or completion of Services. If an invoice is defective, the payment date (including dates for net invoices or cash discount) will be computed from Buyer’s receipt of an acceptable corrected invoice. Drafts will not be honored. Buyer will not make payments for modifications to the original Order unless an appropriate Change Order is signed by both parties.
12.2 Buyer utilizes an End of Accumulation Period (EOAP) payment system. Buyer shall pay undisputed amounts on the first Accumulation Period Payment Date (as defined below) falling 90 days after Buyer’s receipt of Vendor’s complete and accurate invoice. “Accumulation Period Payment Date” means: (a) for invoices whose 90 day payment term ends between the 1st and the 15th day of the applicable month, the 15th day of such month; and (b) for invoices whose 90 day payment term ends after the 15th day of the applicable month, the 2nd day of the following month. Notwithstanding the foregoing, if the invoice due date falls on a weekend or holiday, then the invoice payment shall be processed on the following business day. Such payment terms will apply to each Order unless different payment terms are set forth in the Order. To the extent allowed by Applicable Law, any amounts owed at any time by Buyer to Vendor with respect to Deliverables may be set off or recouped against any amounts owed by Vendor to Buyer.
13. INTELLECTUAL PROPERTY.
13.1 With respect to those Deliverables created by Vendor specifically for Buyer (“Works”), Vendor acknowledges that all intellectual property rights, including without limitation, copyrights, patents, trademarks, trade secrets and other proprietary rights in the Works shall be owned by Buyer. Any and all right, title and interest in the Works, if eligible, shall be treated as “works made for hire” under Applicable Law related to copyright and shall be owned by Buyer.
13.2 To the extent that any of the Works are not eligible for ownership by Buyer under Applicable Law, Vendor hereby expressly and irrevocably assigns to Buyer all right, title and interest in and to all Works and any and all intellectual property rights therein and thereto free and clear of any liens or other encumbrances thereon, it being the intention of Buyer and Vendor that all Works are and shall be the sole and exclusive property of Buyer. Vendor will execute and deliver to Buyer all documents necessary to secure Buyer’s ownership in the Works at no cost or expense to Buyer. Any Technology (as defined below) or other intellectual property that is pre-existing and owned by Vendor, or developed by Vendor incidental to the Deliverables shall remain the property of Vendor and shall not be transferred or assigned to Buyer under this Contract. However, with respect to those Deliverables, or any intellectual property (including any software, computer programs, or other technology) included in or provided with any Deliverables (“Technology”), not considered Works, Vendor hereby grants to Buyer an unlimited, irrevocable, perpetual, nonexclusive, paid-up, royalty free, worldwide license to use, reproduce, create derivative works from, modify, and dispose of Deliverables and such Technology, as well as any other rights in the Deliverables necessary for Buyer to have full use and enjoyment of the Deliverables.
13.3 Vendor represents and warrants to Buyer that (i) the Products, and the sale, delivery and intended use of the Products under this Contract, will not infringe on any intellectual property or other rights of any third party, (ii) Vendor has all rights in the Deliverables and Technology necessary to create, sell and deliver the Deliverables to Buyer and grant to Buyer the rights granted herein, (iii) Buyer shall have the right to use such Technology free of the rightful claim of any third person by way of infringement, misappropriation, or the like, and (iv) all such Technology shall comply with and perform in accordance with the manufacturer’s or supplier’s specifications and documentation as delivered to Buyer.
14. CONFIDENTIALITY AND NON-DISCLOSURE. All confidential, non-public, trade secret, proprietary, commercially or personally sensitive, technical, business or financial information or know-how that is received, learned or observed by Vendor in connection with this Contract and relates to Bridgestone or is directly or indirectly disclosed or furnished by or on behalf of Bridgestone, regardless of source or form and whether or not such information is marked as confidential or proprietary (collectively, “Confidential Information”), shall be deemed Bridgestone’s confidential and proprietary information. Recipient will keep confidential and not, directly or indirectly, in any way, (i) use the Confidential Information for any purpose other than to provide the Deliverables; or (ii) reveal, report, publish, divulge, disclose or transfer any of the Confidential Information. At Buyer’s request, Vendor shall immediately return all Confidential Information to Buyer or provide proof of its destruction. Vendor agrees to inform its employees and independent contractors of the requirements of this Section, and to ensure their compliance with it. This Section does not apply to Confidential Information to the extent Vendor can show that (a) it is generally available to the public through no fault of Vendor, (b) was received by Vendor prior to this Contract from a third party without any obligations of confidentiality to Buyer or another party, or (c) was independently developed by Vendor without use of or access or reference to Confidential Information. This Section is in addition to and does not replace, any NDA. Notwithstanding the foregoing or any NDA, Buyer may disclose Vendor’s identity and/or relationship with Buyer to a customer of Buyer or other third parties in order to perform supply chain due diligence, traceability, or similar analysis.
15. SERVICES SUPERVISION AND PERSONNEL.
15.1. This Section applies only if Vendor is providing Services under the Contract.
15.2. Vendor shall employ a competent, qualified superintendent to supervise the Services, and shall provide only competent and experienced Personnel, all of whom must be satisfactory to Buyer, to fulfill Vendor’s obligations under this Contract.
15.3. Before commencing the Services, if Buyer requests, Vendor will provide Buyer with the names of all Vendor Personnel who will be performing the Services, and their then-current hourly rates, if applicable. Vendor shall at all times enforce strict discipline and good order among its employees, and shall not employ for the Services any unfit persons or any persons not skilled in their assigned jobs. Buyer may, in its discretion, require Vendor to remove from providing the Services to Buyer any Personnel of Vendor or any of its subcontractors for any reason, effective upon written notice from Buyer of such removal.
15.4. Buyer will not be (i) liable for any decisions made or actions taken by Vendor with respect to the removed Personnel and (ii) required to pay any costs associated with removed Personnel effective upon Vendor’s receipt of Buyer’s notice to dismiss.
15.5. Any Personnel removed or reassigned will be replaced with Personnel with substantially equivalent or better qualifications than the removed Personnel. There will be no charge to Buyer while replacement Personnel acquire the necessary training and familiarity with the Services.
15.6. There is no employer-employee relationship between the Vendor and the Buyer, nor between the Buyer and the Personnel, and/or approved subcontractors that Vendor hires to provide the activities provided hereunder, and therefore these personnel shall not be eligible to participate in or accrue benefits under any Buyer employee benefit plan or program. No link of liability of Buyer is established with respect to the personnel that Vendor employs, directly or indirectly, to provide the Deliverables, being under Vendor’s sole responsibility as employer. Vendor Personnel are not employees of Buyer, and therefore shall not be eligible to participate in or accrue benefits under any Buyer employee benefit plan or program. Vendor shall comply with, and bear the cost of, any and all legal requirements related to such employment or engagement, including (without limitation, and as applicable) remuneration obligations, occupational accident insurance, life insurance, required withholdings. Vendor shall at all times be solely responsible for the payment of all employee salaries and benefits and all payroll taxes for and relating to Vendor’s provision of Services under this Contract. Vendor shall release, hold harmless, and indemnify Buyer in the event of any claim (including, without limitation, the claim for the establishment of an employment relationship with the Buyer) brought against Buyer before any labor court by any employee, former employee, or subcontractor of Vendor. Without limiting any provision in this Contract but for greater clarity, Vendor and Buyer acknowledge and agree that this Section 15 is not intended to require Vendor to take any action prohibited under Applicable Laws and that Vendor agrees that it will comply with all Applicable Laws in performance of its obligations under this Contract, including this Section 15. The requirements of this Section 15 apply to the extent not prohibited by Applicable Laws.
15.7. Upon expiration or termination, Vendor shall cause its Personnel to immediately vacate Buyer’s premises and Vendor shall immediately cease performance of this Contract.
16. BUYER’S PREMISES. If any of Vendor, or its Personnel , should enter Buyer’s premises in connection with the Deliverables or Services, they shall request and comply with Buyer’s safety rules and regulations and security requirements, including participating in Buyer’s required training and instructional activities and complying with all environmental management systems and requirements, that are provided to Vendor. Vendor will cooperate with Buyer in the administration of such rules, regulations and requirements, and, at Buyer’s request, deliver to Buyer periodic certifications as to Vendor’s compliance. If applicable, Vendor and its Personnel shall also establish and follow a Project-specific safety plan and hold regular meetings with its employees regarding safety. Before entering any facility of Buyer, Vendor shall sign such additional NDAs as Buyer may require at such facility.
17. LEGAL COMPLIANCE.
17.1 Vendor will identify and at all times comply with, and give all notices required under, all Applicable Laws. “Applicable Laws” means all applicable foreign, federal, state, provincial, and local laws, executive orders, ordinances, treaties, conventions, rules, and regulations as in effect from time to time (“Applicable Laws”). Applicable Laws include, without limitation, those related to trade compliance and sanctions, labor and employment, wage and hour, workplace safety, immigration, and anticorruption (including the US Foreign Corrupt Practices Act) and data privacy and protection and artificial intelligence. With respect to any activities relating to Buyer, under no circumstances shall Vendor promise, offer, pay, cause to pay, receive payment, or take any action that could be considered a bribe Vendor will not undertake, cause, assist in or permit any activity that is illegal under, or that would have the effect of causing Buyer or Vendor to be in violation of, any Applicable Laws. Any listing herein of specific Applicable Laws shall not limit Vendor’s obligation to identify and comply with all applicable foreign, federal, provincial, state, and local laws, executive orders, ordinances, treaties, conventions, rules, and regulations, whether or not specifically referenced in the Contract. Vendor shall immediately notify Buyer in writing of any breach of the obligations set forth in this section.
17.2 Vendor shall, at its expense, obtain, maintain and comply with all permits, authorizations and licenses necessary for the Deliverables and its performance of this Contract, including environmental permits, licenses and authorizations, and shall provide Buyer with copies on its request. Unless otherwise specified, Buyer shall obtain at its expense all permits, licenses and easements necessary for permanent structures or permanent changes in existing facilities in connection with any Project.
17.3 Without limiting Vendor’s other obligations, Vendor agrees that it will not bring onto or permit to exist on Buyer’s property any hazardous substance or solid waste without the prior written consent of Buyer and will not generate, handle, use, store, treat or dispose of any hazardous substance or solid waste on Buyer’s property, except in compliance with all Applicable Laws, including all environmental laws. Vendor will not permit any lien relating to hazardous substances or solid waste to attach to Buyer’s property. Unless Buyer elects, in its sole discretion, in writing to oversee disposal of any waste, Vendor shall be solely responsible for removing, and shall properly and lawfully dispose of, any waste generated by Vendor during the course of manufacturing, performing or delivering the Deliverables.
17.4 Vendor represents and warrants to Buyer that it does not and covenants that it will not use any form of compulsory prison or slave labor or illegal child labor and does not physically abuse its workers.
17.5 Vendor agrees that Buyer may, at any reasonable time or times and at Buyer's expense, audit, or cause a third party to audit, Vendor's facilities and operations for compliance with the terms of this Section 17 and the terms of Section 18 below. Vendor shall permit the auditor selected by Buyer to enter Vendor's premises to conduct such audits and shall provide full access to its facilities, including an opportunity for confidential and private interviews with facility workers selected by the auditor, and shall make all documents and records related to such compliance available for the auditor's inspection and audit. The auditor may make copies of documents and records related to such compliance at Buyer's expense. No retaliation of any sort shall be taken by or through Vendor against any workers who participate in such private interviews or against the auditors.
17.6 For the avoidance of doubt, Vendor’s failure to comply with the requirements of this Section 17 shall constitute a Default not capable of cure as contemplated by Section 19(v).
18. NO DISCRIMINATION. Vendor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability.
19. DEFAULT. Any of the following events shall be a “Default” under this Contract: (i) any voluntary or involuntary bankruptcy case, assignment for the benefit of creditors, receivership or other state, federal or foreign insolvency proceeding is commenced with respect to a party or its properties; or (ii) a party becomes insolvent, is generally not paying or becomes unable to pay its debts as they become due (and in the case of Vendor, if Vendor fails to pay any subcontractor or other contractor when payment is due to such party by Vendor), discontinues its usual business, dies, or commences to dissolve, wind-up or liquidate itself; or (iii) a party fails to comply with any material term of this Contract or fails to perform any material obligations under this Contract and does not cure such failure within fifteen (15) days after written notice from the non-defaulting party; (iv) a party fails to comply with any material term of this Contract or fails to perform any material obligation under this Contract and such failure is not capable of cure; or (v) any material default by Vendor occurs under any other existing or future agreement between Vendor and Buyer or its affiliates and is not cured or waived within the grace period (if any) provided therein. Upon any Default, the non-defaulting party may exercise any or all rights and remedies provided herein or available at law or in equity.
20. TERMINATION.
20.1. Upon any Default, the non-defaulting party shall have the right, in addition to and without waiving any other right or remedy, to immediately terminate the Order or this Contract by providing written notice.
20.2. In addition to any other termination rights expressly provided for in this Contract, Buyer shall also have the right to terminate the Order or this Contract for Buyer’s convenience upon 30 days’ notice.
21. INDEMNITY AND LIMITATION OF LIABILITY.
21.1 Vendor shall protect, indemnify, reimburse, hold harmless and defend Bridgestone and its officers, directors, employees, workers, agents, servants, and invitees (“Indemnified Parties”), from and against all losses, costs, expenses (including reasonable attorneys’ fees and other expenses of litigation, arbitration and investigation), damages, penalties, fines, demands, claims, suits and other liabilities, (collectively, “Liabilities”) arising from or in connection with (i) the Deliverables; (ii) the presence of Vendor’s Personnel on Buyer’s premises; (iii) Vendor’s performance or nonperformance of its obligations under this Contract or breach of its representations or warranties; or (iv) the negligence or intentionally misconduct of Vendor or its Personnel, except to the extent caused by the negligence or intentional misconduct of Bridgestone or its employees. Vendor will reimburse each Indemnified Party for all Liabilities as they are incurred in investigating, preparing, pursuing or defending any claim, legal action, proceeding or investigation, whether or not in connection with pending or threatened litigation and whether or not any Indemnified Party is a party thereto.
21.2 Vendor shall also protect, indemnify, reimburse, hold harmless and defend the Indemnified Parties from and against all Liabilities arising from or in connection with any actual or alleged infringement of any patent, copyright, tradename or trademark, trade secrets or other legal rights of any person resulting from or arising in connection with the Deliverables or Buyer’s use, sale, or disposition thereof except to the extent such infringement is based on any Specifications furnished by Buyer. In addition to the foregoing obligation, upon notice of any claim or assertion of such infringement, Vendor shall, at no cost to Buyer, either: (i) obtain on behalf of Buyer the rights to continued use of the Deliverables; (ii) substitute with other suitable, functionally-equivalent, non-infringing Deliverables; and/or (iii) refund to Buyer all fees already paid for the allegedly infringing Deliverables, in which case Buyer may terminate this Contract. Buyer reserves the right to participate in the defense of any such claim without relieving Vendor of any obligation hereunder. Each party shall promptly notify the other of any claim of infringement.
21.3 BUYER WILL NOT BE LIABLE TO VENDOR FOR INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF PROFITS), EVEN IF BUYER HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
22. INSURANCE. Unless otherwise indicated on the Order or other Contract Documents, during the term of this Contract and for at least five (5) years after Vendor’s performance of its final obligations hereunder, Vendor shall, at its sole expense, maintain with a reputable insurance company with a current A.M. Best’s rating of not less than A- and licensed in all states applicable to this Contract, the following insurance coverage, as applicable: (i) commercial general liability insurance, including products liability, completed operations liability, blanket contractual liability, broad form property damage coverage and personal injury liability insurance, in amounts not less than $2,000,000 per occurrence and $3,000,000 annual aggregate; (ii) if Vendor’s employees, agents or representatives will be entering onto Buyer’s premises, (a) statutory workers’ compensation and employers’ liability coverage in each state where Services are to be performed, with a limit of liability for employers’ liability (Coverage B) of not less than $1,000,000 per accident; and (b) vehicle liability insurance on any owned, non-owned or hired vehicle to be used in providing the Services, or otherwise used by Vendor on Buyer premises, with limits of at least $1,000,000 per occurrence combined single limit bodily injury and property damage; (iii) if the Services include professional services, professional liability (errors and omissions) insurance, with coverage limits not less than $2,000,000 per occurrence and $3,000,000 annual aggregate; and (iv) if the Deliverables involve construction, builders’ risk insurance on all material delivered to Buyer’s premises or to adjacent property and intended for use in the Deliverables or on Buyer’s premises and all materials in place for the Deliverables. Vendor shall provide Buyer with satisfactory certificates of such insurance before beginning performance of this Contract and otherwise on request. All insurance required by this Contract other than worker’s compensation insurance shall name Buyer as an additional insured or loss payee, as applicable. All insurance required by this Contract shall be primary and not entitled to contribution from any insurance maintained by Bridgestone and each workers’ compensation policy shall contain a waiver of subrogation in favor of Buyer. Vendor shall give Buyer at least thirty (30) days’ written notice prior to any material modification, cancellation or expiration without renewal of any of the required insurance coverage. Neither the foregoing insurance requirements nor the terms of any insurance policy will limit Vendor’s liability or obligations under this Contract.
23. BUYER’S PROPERTY. If Buyer should at any time loan or deliver to Vendor any tools, equipment, raw materials, supplies, inventory or other property of any type for use in manufacturing, processing, testing, packaging, delivering or supplying the Deliverables, Buyer will retain all of its rights, title and interest in and to such property, all of which shall remain the sole property of Buyer. Vendor shall have no title to or interest in such property and authorizes Buyer to take any action necessary to protect its interest, including filing financing statements under Applicable Law (including the UCC) to protect Buyer’s interests therein. Vendor shall promptly comply with any reasonable request from Buyer to ensure the protection of Buyer’s property, including providing any necessary documentation, security measures, or cooperation required by Buyer to safeguard such property. Upon expiration or termination of the Agreement, upon Buyer’s request and subject to Buyer’s instructions, Vendor shall return or otherwise destroy any of Buyer’s property in Vendor’s possession. Vendor shall clearly mark, label, or otherwise identify such Buyer’s property as the property of the Buyer while it is in the Vendor’s possession or custody, ensuring that the ownership of the Buyer is evident and undisputed and that such property is adequately segregated from Vendor's own assets.
24. PROJECTS. To the extent, if any, the Order describes, or the Deliverables involve, a Project to be completed by Vendor, the Project Provisions attached hereto as Exhibit A shall apply. With respect to any such Project, the provisions of Exhibit A shall supplement these Terms and Conditions and in the event of a conflict between Exhibit A and these Terms and Conditions, Exhibit A shall control with respect to such Project.
25. RIGHT TO AUDIT. Buyer shall have the right, from time to time and at Buyer’s expense, to access and audit Vendor’s books and records or cause a third party to perform the audit (including Vendor’s certifications, licenses, permits, timesheets and other relevant employee records) with respect to the Deliverables to verify compliance with this Contract. Vendor shall permit Buyer and/or the auditor selected by Buyer to enter Vendor’s premises to conduct such audits, shall make all documents and records related to the audit available for the inspection and audit, and shall reasonably assist Buyer and/or the auditor with such audit. Buyer and/or the auditor may make copies of documents and records related to such compliance at Buyer’s expense.
26. INDEPENDENT CONTRACTORS. Vendor is an independent contractor, and nothing in the Contract shall be deemed to create any partnership, agency, joint venture or other fiduciary relationship between Buyer and Vendor for any purpose. Vendor will not under any circumstances be, or be deemed to be, Buyer’s agent.
27. ASSIGNMENTS AND SUBCONTRACTS. Vendor shall not assign, by operation of law or otherwise, delegate or subcontract this Contract or the Order or any of its rights or duties under this Contract or the Order without Buyer’s express prior written consent and any assignment or delegation without such consent shall be void and Buyer shall have the right to immediately terminate this Contract or Order. Any change of Control in Vendor shall be deemed an assignment for purposes of this provision. Vendor may not engage any person or entity as a subcontractor for all or any part of any Services or Project without Buyer’s prior written consent. If Buyer provides such written consent, Vendor shall nevertheless remain responsible for the performance of all its obligations hereunder, and shall ensure that each subcontractor complies with all the terms and conditions of this Contract (including obligations to maintain insurance and confidentiality). Vendor is and will remain liable for any and all Services performed by, and any and all acts and omissions of, its subcontractors to the same degree that Vendor is liable for its own performance, acts and omissions.
28. NO EXCLUSIVITY. This Contract is not an exclusive agreement, requirements, or minimum volume contract and Buyer is free to purchase products or services similar or identical to the Deliverables from other vendors.
29. GOVERNING LAW; VENUE; JURY WAIVER. The Contract shall be governed by and construed in accordance with the laws of the United States of America and the State of Tennessee, without regard to its conflict of laws provisions. The Convention on the International Sale of Goods does not apply. The sole and exclusive venue for all actions arising out of or relating to the Contract, or the breach, termination, cancellation, expiration or validity thereof, or the Deliverables shall be the state and federal courts located in Davidson County, Tennessee. Vendor consents to the jurisdiction of such courts and agrees not to object to venue therein. BOTH PARTIES WAIVE ANY AND ALL RIGHT TO ANY TRIAL BY JURY IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THIS CONTRACT.
30. ENTIRE AGREEMENT; SEVERABILITY; SURVIVAL. Except as modified by the Order or Agreement, this Contract (along with any NDA) is the final and entire agreement between Vendor and Buyer with respect to the Deliverables, and supersedes all previous communications, promises, representations or agreements, whether verbal or written. Buyer objects to any terms contained in any Vendor documents that are additional or different or otherwise inconsistent with the terms hereof. If any provision of this Contact is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Contact unless it materially impairs the ability of the parties to consummate the transactions contemplated by this Contact. All indemnities and warranties and all provisions related to confidentiality, intellectual property, audit rights and insurance shall survive the termination, cancellation or expiration of this Contract.
31. ISN SUBSCRIPTION. Unless waived in writing by Buyer, Vendor and any approved subcontractor(s) shall apply for a subscription, and successfully be evaluated through, the ISNetworld system (http://www.isnetworld.com/) and receive a Grade B or better based on Buyer criteria. Information shall be provided to ISN by Vendor and will include, but not be limited to, Vendor’s health & safety program (including corporate commitment statement, accountabilities/responsibilities, general guidelines and procedures, emergency procedures, disciplinary procedures, vehicle safety, and accident/incident reporting), a hazard communication program (for employees who may be exposed to hazardous chemical materials), OSHA logs, workers compensation ratings, insurance and other relevant information. This Contract is contingent on the Vendor subscribing to ISN within 10 days after the issuance of the Order In addition, Vendor shall fulfill all subscription requirements within 45 days of subscribing, maintain such requirements throughout performance under this Contract, and final grading must meet Buyer’s standard of acceptance, otherwise this Agreement and all outstanding Orders can be terminated for not meeting this requirement.
32. SUSTAINABILITY & COMPLIANCE
32.1 Buyer is committed to creating value and continually working toward a sustainable society to realize long-term environmental, social and economic benefits by incorporating the following into the entire supply chain: (a) transparency, (b) compliance, (c) quality, cost, delivery and innovation, and (d) sustainable procurement practices. Buyer expects its suppliers to recognize the importance of sustainable procurement, and work with Buyer to implement appropriate practices to create value for all stakeholders. Vendor agrees that it shall comply, and ensure that all employees, subcontractors, agents or other persons assigned by Vendor to perform Services or provide Products to Buyer comply, with Bridgestone’s Global Sustainable Procurement Policy. A copy of Bridgestone’s Global Sustainable Procurement Policy as of the effective date of this Contract is located at: https://www.bridgestone.com/responsibilities/procurement/index.html.
32.2 Vendor acknowledges and agrees to comply with Buyer’s Compliance Commitment for Suppliers and Contractors, a copy of which as of the effective date of this Contract is located at https://www.bridgestoneamericas.com/content/dam/corpcomm/americas/pdfs/compliance-commitment-for-suppliers-and-contractors.pdf. If requested by Buyer at any time during Vendor’s performance of this Contract, (a) Vendor shall provide a compliance certification in such format as Buyer may require, and (b) Vendor shall make any Personnel conducting activities on behalf of Buyer available for compliance training.
32.3 Except as otherwise described in this Contract, Vendor will not perform any Services or provide any Deliverables that use, incorporate, or depend on, in whole or in part, any generative artificial intelligence tools, large language models, or similar technologies (“AI”) without the express, written authorization from Buyer in each instance. With respect to any AI used in the Services or Deliverables, Vendor represents that (a) Vendor has accurately and fully described the AI to be used; (b) Vendor will monitor the performance of the AI tools to ensure continued accuracy in accordance with the specifications; (c) Vendor has obtained, and is in compliance with, all rights and licenses necessary to use the AI tools; (d) Vendor is in compliance with all Applicable Laws and industry standards applicable to the provision and use of the AI; (e) Vendor does not assert ownership over any AI outputs that are included in the Services or Deliverables, and (f) no Bridgestone data traverses to third-party providers (including OpenAI), or is used to train any AI models, or is otherwise used for the improvement of other product offerings. Vendor will indemnify, defend, and hold harmless Bridgestone from and against (i) any failure to comply with this Section, and (ii) any third-party claim alleging that the AI infringes the intellectual property rights of a third party.
33 BUSINESS CONTINUITY. Vendor shall establish and maintain a plan by which Vendor ensures continuous supply of the Products and/or Services to Buyer in case of occurrences that may have an adverse effect on Vendor’s regular business operations or capabilities (the “Business Continuity Management Plan”). Upon Buyer’s request, Vendor shall provide a copy of its Business Continuity Management Plan and/or undertake a risk assessment and/or production impact analysis in relation to its operations and provide Buyer the written results of such assessment, along with any recommendations thereof. If requested, Vendor shall also provide the conclusions, recommendations or reports provided by Vendor’s insurance carrier(s) regarding security or disaster prevention measures.
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EXHIBIT A
PROJECT PROVISIONS
If the Order describes, or the Products or Services involve, a Project to be completed by Vendor, the following additional terms and conditions apply:
(a) Lump Sum (Fixed Price) Contracts. For fixed price Projects, prior to providing its Services, Vendor shall submit to Buyer for its approval, a schedule of values, showing the amount for each item, with the total of all items equaling the total Price for the Project. Once Vendor and Buyer have agreed on the schedule of values, such schedule shall be part of the Contract Documents.
(b) Other Pricing. For any Services for Projects to be performed on other than a fixed price basis, prior to providing such Services, Vendor shall submit to Buyer for its approval, a rate schedule listing all hourly rates, overhead rates, and all other cost factors pertinent to the total cost. Vendor shall not begin work on any such Services until Buyer approves such rate schedule.
(c) Specifications. All Specifications are the sole property of Buyer and all originals and copies must be returned to Buyer upon completion of the Project. Buyer’s approval of or consent to Vendor’s Specifications will not constitute a waiver, discharge or reduction of Vendor’s responsibilities under the Contract Documents. Vendor agrees not to use the Specifications on any other project without the prior written consent of an authorized representative of Buyer. No changes shall be made in any of the Specifications without Buyer’s prior written approval and all changes must be specified in a written Change Order signed by Buyer’s authorized representative.
(d) Schedule; Progress Reports; Delay. Before beginning work on the Project, Vendor shall submit to Buyer a schedule or statement of work, in detail acceptable to Buyer, describing the Project and the phases of the Project, establishing acceptable milestones and setting forth acceptable starting and completion dates of such phases. Such schedule, when signed by both Vendor and Buyer, will be incorporated herein by reference and will be one of the Contract Documents. Vendor shall cooperate in arranging a schedule that will minimize interference with Buyer’s operations and shall utilize laborers who can work in harmony with Buyer’s Personnel and all other laborers present at the location of the Project. In the event of bona fide labor disputes (as opposed to protests) in connection with the Project, Vendor will promptly adjust and settle such disputes to avoid unfavorable publicity and unnecessary delay, in a manner reasonably satisfactory to Buyer. If Buyer requests, Vendor will also prepare and submit detailed monthly progress reports (in a format approved by Buyer), containing such information as Buyer may reasonably request. If Buyer determines that the work is not proceeding at a rate that will permit any phase of the Project to be completed by the scheduled completion date, then, without waiving any other rights and remedies, and without additional cost, Buyer shall have the right to direct Vendor to increase the number of workers or facilities as Buyer may deem necessary.
(e) Authorized Representative. Buyer will designate a specific individual to act as its authorized representative under this Contract. In each instance where the consent, approval, acceptance or acknowledgement of Buyer is required, only the consent, approval, acceptance or acknowledgement of Buyer’s designated authorized representative shall be binding.
(f) Progress Payments/Liens. Vendor shall pay when due all obligations incurred by Vendor in connection with the Project, including, without limitation, payments to subcontractors and payments for labor and materials obtained or used by Vendor or any subcontractor. Buyer shall not be obligated to make any partial or final payment to Vendor unless and until Buyer is satisfied that no liens or adverse claims will be asserted against any of Buyer’s property in connection with the Project or any materials or labor provided by Vendor or any subcontractor. Buyer will make progress payments to Vendor throughout the course of the Project, no more than once monthly, as long as (i) no Default has occurred, (ii) progress on the Project is reasonably satisfactory to Buyer, and (iii) lien waivers have been provided from Vendor and all subcontractors, materialmen and suppliers, for all the work on the Project to date, or Buyer is otherwise satisfied that no liens or adverse claims can be asserted. Buyer may withhold and retain five percent (5%) of each payment (“retainage”) pending completion of the Project and delivery of final lien waivers. Buyer may at its discretion waive the retainage requirement. Vendor shall provide correct and complete invoices, with the lien waivers required under (iv) above and such other supporting documents as Buyer may request. Unless otherwise stated on the Order or Contract, payment shall be due within 90 days after Buyer’s receipt of a correct and complete invoice and only upon Buyer’s authorized representative’s approval of the invoice. In no event shall work on the Project stop as a result of Buyer’s failure to timely process any invoice submitted by Vendor. Unless otherwise stated on the Order or Contract, final payment shall be due and payable within 90 days after the latest of the following events: (i) completion of the Project and Buyer’s acceptance of the Project, (ii) the issuance of any manufacturer’s guarantee or surety bond required by the Contract Documents), and (iii) Buyer’s receipt of all required lien waivers and protections. If Buyer has not received all required lien waivers and protections, final payment shall be due and payable on the fifth (5th) day after the later of expiration of the legal period for filing liens or the reflection in the public records of the removal of any liens that may have been filed. If any party from whom a lien waiver is required hereunder refuses to furnish such a lien waiver or receipt, Vendor may instead furnish a bond satisfactory to Buyer, to indemnify Buyer against any lien. If the Project or any of Buyer’s property becomes subject to any lien or adverse claim as a result of Vendor’s non-payment, Buyer may take any appropriate action to procure a release of the lien or adverse claim, and Vendor shall reimburse Buyer on demand for all amounts that Buyer pays to release such lien and all reasonable costs (including investigation costs, legal fees, and disbursements) incurred or paid by Buyer in taking such action. Buyer may deduct such amounts from the price payable under the Contract Documents.
(g) Vendor’s Responsibilities. Vendor will be responsible for the satisfactory completion of the Project in accordance with the true intent of the Specifications. Vendor shall provide, without extra charge, all incidental items required to complete the Project even though not particularly specified or indicated. Before beginning work, Vendor shall make site observations to determine any conditions at the site affecting the performance of the Project and verify all measurements, and shall immediately report to Buyer any apparent errors, discrepancies or inconsistencies in the Specifications. If any such discrepancies are reported or subsequently discovered, Vendor shall await instructions from Buyer before proceeding with the Project. Vendor’s commencement of or proceeding with the Project without written Change Orders shall be construed as an acceptance and approval of the Specifications and the premises (including any underground conditions), conditions and limitations applicable to the Project. In addition, if applicable, while on Buyer’s premises Vendor shall comply with the requirements of any lease or other agreement under which Buyer occupies the property.
(h) Protection of Project. Vendor will take all precautions necessary for the prevention of accidents, fire, theft, vandalism, injury or other damage on or to Buyer property. Vendor shall continuously maintain adequate protection of the Project from damage and shall protect Buyer’s property from injury or loss arising in connection with the Contract Documents. Vendor shall adequately protect adjacent property as required by law. In an emergency affecting the safety of life or of the Project or of adjoining property, Vendor, without special instruction or authorization from Buyer, is hereby permitted to act, at its discretion, to prevent such threatened loss or injury, and shall so act, without appeal, if so instructed or authorized by Buyer. Compensation for emergency work shall be determined by mutual agreement.
(i) Defective Work. If any part of the Project fails to conform to the Contract Documents, Vendor shall promptly correct the work within a reasonable time to be set by Buyer’s written notice to Vendor. If Vendor fails to correct the work within the stated time, Buyer may correct the work at Vendor’s expense.
(j) Inspections. Buyer shall at all times have access to the Project wherever it is in preparation or progress. Vendor shall provide proper facilities for access and shall make all Products visible and available for inspection at Buyer’s request. Vendor shall give Buyer notice before any tests of readiness of
Products, in sufficient time to permit Buyer to make inspection at source, if desired. Buyer’s making or declining to make any inspection of, payment for, or acceptance of, the Project or any part thereof shall not impair Buyer’s right to reject any nonconforming Services or Project parts or to avail itself of any other rights or remedies, notwithstanding Buyer’s knowledge of the nonconformity, its substantiality or the ease of its discovery.
(k) Occupancy. If the Project involves construction of or improvements to all or any portion of any building or building premises, Buyer may take possession of all or any part of the premises that Buyer determines to be sufficiently completed for its occupancy, and use it for installing Buyer’s equipment and merchandise, and for operating Buyer’s business, without waiving any of its rights and remedies under the Contract Documents. Any such taking possession or related actions shall not constitute acceptance of any or all of the Project, or acknowledgement that the building or any part of it, has been completed, or that the Project, or any part of it, is satisfactory. Vendor shall complete all parts of the Project in full accordance with the Contract Documents, and shall work around Buyer’s equipment, merchandise and business operation as may be necessary.
(l) Other Contracts. Buyer reserves the right to enter into other contracts in connection with the Project or similar or related matters. Vendor shall afford other contractors reasonable opportunity for the introduction and storage of their materials and execution of their work, and shall properly connect and coordinate its work with theirs. If any part of Vendor’s work depends on proper execution of or results of the work of any other contractor, Vendor shall inspect and promptly report to Buyer any defects in such work that render it unsuitable for such proper execution and results. Vendor’s failure so to inspect and report shall constitute an acceptance of the other contractor’s work as fit and proper for the reception of Vendor’s work, except as to defects that may develop in the other contractor’s work after the execution of this work.
(m) Termination. If Buyer terminates Vendor’s Contract for default, Buyer may exclude Vendor from the premises, take immediate possession of all materials, tools, equipment and appliances on the premises and finish the Project or hire others to finish it, by whatever method Buyer may deem expedient. In such case, Vendor shall not be entitled to receive any further payments until the Project is finished. If, after completion of the Project, the unpaid balance of the contract price exceeds the total of all expenses of finishing the Project and all other damages suffered by Buyer as a result of such Default, Buyer shall pay the excess part of the price to Vendor. Buyer shall have the right to suspend work on the Project by giving written notice thereof to Vendor at any time and Buyer shall incur no liability to Vendor or any other person by reason of such suspension; provided, however, Vendor shall be equitably compensated for all services performed through the suspension date together with reimbursable costs then due and reasonable termination expenses actually incurred by the Vendor (including reimbursement for costs committed by Vendor that will no longer be utilized by Buyer).
(n) Taxes. Vendor shall pay when due all contributions, premiums and taxes (whether income, sales, use, occupational, gross receipt, excise, transaction, privilege or other taxes) payable at any time in connection with the Contract Documents, the Project, the persons hired to complete the Project, the goods and services furnished by or to any party under the Contract Documents, or any payments by Buyer to Vendor under the Contract Documents.
(o) Hazardous Materials. Unless the removal of same is the purpose of this Contract, Vendor shall have no responsibility for the discovery, presence, handling, removal, disposal or exposure of persons to hazardous materials of any form including asbestos containing materials and mold which exist at Buyer’s property prior to the commencement of the Project. Vendor shall have no responsibility for an existing or constructed building that may, as a result of post-construction, use, maintenance, operation or occupation, contain or be caused to contain asbestos containing materials and mold substances which can present health hazards and result in bodily injury, property damage and/or necessary remedial measures and costs. Vendor shall immediately cease work and notify Buyer if Vendor encounters hazardous materials while performing the Project.
(i) Dispute Resolution. Except as otherwise set forth in this Contract or NDA, the parties will attempt to settle any claim or controversy arising out of the Contract Documents through consultation and negotiation in good faith in a spirit of mutual cooperation. If those attempts fail, then the dispute will be mediated by a mutually accepted mediator to be chosen by the parties within fifteen (15) days after written notice by either party to the other demanding mediation. No party may unreasonably withhold consent to the selection of a mediator. The parties will share the cost of the mediation equally. By mutual agreement, the parties may postpone mediation until some specified but limited discovery about the dispute has been completed. The parties may also agree to replace mediation with some other form of alternative dispute resolution. Any dispute which cannot be resolved by the parties through negotiation, mediation or other form of agreed alternative dispute resolution within forty-five (45) days of the date of the initial demand for it by one of the parties may then be submitted to the courts for resolution. Nothing in this section will prevent a party from resorting to judicial proceedings if (i) good faith efforts to resolve the dispute under these procedures have been unsuccessful; (ii) interim, injunctive relief or other equitable release from a court is necessary to prevent serious and irreparable injury to one party or to others; or (iii) litigation is required to be filed prior to the running of the applicable statute of limitations. In no event shall work on the Project stop during the resolution of any dispute between Buyer and Vendor.
COUNTRY SPECIFIC TERMS
ARGENTINA
1. Language. The following provision is added to the Terms and Conditions:
“Unless otherwise agreed in writing by the parties, all documents, notices and communications under this Contract shall be in Spanish. If the parties agree to use another language, a Spanish translation may be required for purposes of enforcement in the Republic of Argentina. In the event of any inconsistency between the version executed by the parties and any Spanish translation, the executed version shall prevail. Vendor shall solely bear the cost of any required translations”.
2. Shipment Terms; Freight Charges; Risk of Loss; Title. Section 8 of the Terms and Conditions is hereby deleted in its entirety and replaced with the following:
“(a) Vendor shall deliver the Products in accordance with the delivery terms set forth in the Agreement or Order and if no delivery terms are stated in the Agreement or Order, Vendor shall deliver the Products on FCA terms (INCOTERMS 2020). Vendor is responsible for Product packaging, including all handling, bagging, blocking, barreling, boxing, crating, drayage, storage, and other packing charges. Vendor shall identify the Order on all packing lists, bills of lading and other shipping documents tendered to a carrier. Vendor shall be responsible for any additional charges if shipment other than as indicated above becomes necessary to fulfill Vendor’s obligations for timely delivery, and for excess transportation charges in connection with Vendor’s failure to comply with Buyer’s or any carrier’s packing requirements. Title and risk of loss with respect to the Products shall pass to Buyer (subject to its inspection and return rights) upon completion of Vendor’s delivery obligations in accordance with the applicable delivery terms”.
“(b) Vendor shall, at its own cost and expense, provide Buyer with the correct Mercosur Common Nomenclature (NCM) code or any other applicable customs classification code for all products supplied under this Contract. Vendor represents and warrants that all classification codes provided are true, accurate, and based on a diligent review of the Product’s composition, function, and country of origin. Vendor shall promptly notify Buyer in writing of any change to the applicable classification code. Buyer may rely on the classification codes provided by Vendor, and Vendor shall be solely responsible for any and all costs, duties, taxes, fines, penalties, or other expenses arising from inaccurate, incomplete, or misleading classifications, including those imposed by any governmental or regulatory authority”.
“( c) For all Products containing materials that may be subject to import or export tariffs, taxes, or duties under Argentine or other applicable law (“Tariffs”) (“Covered Material”), Vendor shall provide Buyer, at Vendor’s own expense, with a complete and accurate disclosure of the material content in all Products, including: (i) detailed descriptions of each Covered Material; (ii) the percentage by weight of each Covered Material in the Product; and (iii) the country of origin for each Covered Material, including the applicable International Organization for Standardization (ISO) code. Vendor shall promptly respond to any Buyer inquiries or requests for additional information necessary for customs clearance or compliance purposes. Failure by Vendor to provide accurate, complete, or timely information shall permit Buyer to treat the Products as entirely composed of Covered Material, or to assign the Covered Material to a country subject to higher Tariffs, for duty assessment purposes. Vendor shall be solely responsible for all additional, excess, or increased Tariffs, taxes, fees, penalties, fines, or damages arising from any failure to comply with the requirements of this Section and shall indemnify and hold Buyer harmless therefrom”.
“(d) In the event that the Argentine government or any other relevant government body imposes significant Tariffs, Vendor shall immediately notify Buyer in writing. The parties shall negotiate in good faith to determine an appropriate allocation of costs related to such Tariffs. Upon Buyer’s request, Vendor shall make best efforts to identify and implement measures to mitigate the impact of such Tariffs on the parties”.
“(e) Unless otherwise agreed in writing by the parties, Vendor shall perform and fully bear all import filings, expenses, taxes, duties, costs, and other legal obligations related to importing products into the Republic of Argentina. Additionally, all products supplied under this Contract must comply with all applicable Argentine technical and regulatory requirements”.
3. Invoices; Payment. The following provisions are added to Section 12 of the Terms and Conditions, without modifying or replacing any existing terms in that Section:
“12.3. All payments under this Agreement shall be made in United States Dollars (USD). If any amounts are invoiced or paid in Argentine Pesos (ARS), the conversion shall be based on the official exchange rate published by the Banco de la Nación Argentina on the date of payment, unless otherwise agreed in writing by the Parties.”
“12.4. Vendor agrees that no penalties or delay charges shall apply if Buyer fails to comply with the agreed payment terms, due to restrictions on accessing the Argentine foreign exchange market to purchase foreign currency, imposed by regulations and/or actions of Argentine authorities, including but not limited to the Argentine Central Bank, Argentine Customs, or the Argentine Secretary of Commerce”.
“12.5. For avoidance of doubt, if this Contract contemplates that an invoice payment be processed on the following business day where the invoice due date falls on a weekend or holiday, any such holiday shall be determined in accordance with the public holidays observed in the Republic of Argentina”.
4. Intellectual Property. Section 13 of the Terms and Conditions is hereby deleted in its entirety and replaced with the following:
“13.1. With respect to those Deliverables created by Vendor specifically for Buyer (“Works”), Vendor acknowledges that all intellectual property rights, including without limitation, copyrights, patents, trademarks, trade secrets and other proprietary rights in the Works shall be owned by Buyer, in accordance with Law 11,723. Consequently, Vendor hereby expressly and irrevocably assigns to Buyer all right, title and interest in and to all Works and any and all intellectual property rights therein and thereto free and clear of any liens or other encumbrances thereon, it being the intention of Buyer and Vendor that all Works are and shall be the sole and exclusive property of Buyer. Vendor will execute and deliver to Buyer all documents necessary to secure Buyer’s ownership in the Works at no cost or expense to Buyer. Any Technology (as defined below) or other intellectual property that is pre-existing and owned by Vendor, or developed by Vendor incidental to the Deliverables shall remain the property of Vendor and shall not be transferred or assigned to Buyer under this Contract. However, with respect to those Deliverables, or any intellectual property (including any software, computer programs, or other technology) included in or provided with any Deliverables (“Technology”), not considered Works, Vendor hereby grants to Buyer an unlimited, irrevocable, perpetual, nonexclusive, paid-up, royalty free, worldwide license to use, reproduce, create derivative works from, modify, and dispose of Deliverables and such Technology, as well as any other rights in the Deliverables necessary for Buyer to have full use and enjoyment of the Deliverables”.
“13.2.Vendor represents and warrants to Buyer that (i) the Products, and the sale, delivery and intended use of the Products under this Contract, will not infringe on any intellectual property or other rights of any third party, (ii) Vendor has all rights in the Deliverables and Technology necessary to create, sell and deliver the Deliverables to Buyer and grant to Buyer the rights granted herein, (iii) Buyer shall have the right to use such Technology free of the rightful claim of any third person by way of infringement, misappropriation, or the like, and (iv) all such Technology shall comply with and perform in accordance with the manufacturer’s or supplier’s specifications and documentation as delivered to Buyer. Vendor shall indemnify and hold Buyer harmless from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising from actual or alleged infringement or misappropriation of third-party intellectual property rights related to the Products, Deliverables, or Technology”.
“13.3. To the extent Vendor has access to any personal data in connection with the performance of this Contract, Vendor shall process such data in compliance with Law No. 25,326 and any other applicable laws and regulations, constituting Law No. 25,326 the minimum standard of protection. Vendor may use personal data solely for the purposes of performing its obligations under this Contract and shall implement reasonable technical and organizational measures to protect such data against unauthorized access, disclosure, alteration, or destruction. Vendor shall not transfer any personal data of Buyer to any third party without Buyer’s prior written consent”.
5. Labor. The following provisions are added to Section 15 of the Terms and Conditions, without modifying or replacing any existing terms in that Section:
“15.8. Vendor shall defend, indemnify, and hold Buyer harmless from and against any and all claims, actions, complaints, proceedings, fines, penalties, assessments, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) brought by: (i) any employee, former employee, contractor, subcontractor, or other personnel engaged, directly or indirectly, by Vendor in connection with the performance of the Contract; or (ii) any national, provincial, or municipal authority; that allege, arise out of, or relate to any claimed or alleged employment, labor, or similar relationship between such personnel and Buyer, including any claim asserting Buyer’s joint, several, subsidiary, or solidary liability under any applicable laws”.
6. Buyer’s Property. Section 23 of the Terms and Conditions is hereby deleted in its entirety and replaced with the following:
“If Buyer should at any time loan or deliver to Vendor any tools, equipment, raw materials, supplies, inventory or other property of any type for use in manufacturing, processing, testing, packaging, delivering or supplying the Deliverables, Buyer will retain all of its rights, title and interest in and to such property, all of which shall remain the sole property of Buyer. Vendor shall have no title to or interest in such property and shall take all necessary and reasonable actions to protect Buyer’s rights and interests in such property under applicable law. Vendor shall promptly comply with any reasonable request from Buyer to ensure the protection of Buyer’s property, including providing any necessary documentation, security measures, or cooperation required by Buyer to safeguard such property”.
7. Governing Law; Venue. Section 29 of the Terms and Conditions is hereby deleted in its entirety and replaced with the following:
“This Contract shall be governed by, and the legal relations between the Parties shall be determined in accordance with, the laws of the Republic of Argentina, without giving effect to any choice of law rules that may direct the application of the laws of any other jurisdiction. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Contract. The sole and exclusive venue for any actions arising out of or relating to this Contract, including any claims regarding its breach, termination, cancellation, expiration, or validity, shall be the competent courts located in the City of Buenos Aires, Republic of Argentina. Vendor consents to the jurisdiction of such courts and agrees not to object to venue therein”.
8. Notice. The following provision is added to the Terms and Conditions:
“Unless otherwise agreed in writing by the parties, all notices and other communications that Vendor is required or permitted to send under this Contract shall be in writing and sent by e-mail or by a 24-hour courier service and addressed to Buyer at any of the addresses set forth below. Buyer may change such address at any time by giving notice to Vendor through those same means:
Address: Av. Antártida Argentina 2715, Llavallol, Province of Buenos Aires, Argentina”.
BRAZIL (BRASIL)
1. LANGUAGE. The following provision is added to the Terms and Conditions:
“Unless otherwise agreed in writing by the parties, all documents, notices and communications under this Contract shall be in Portuguese. If the parties agree to use another language, a Portuguese translation may be required for purposes of enforcement in the Federative Republic of Brazil. In the event of any inconsistency between the version executed by the parties and any Portuguese translation, the executed version shall prevail. Vendor shall solely bear the cost of any required translations”.
2. SHIPMENT TERMS; FREIGHT CHARGES; RISK OF LOSS; TITLE. Section 8 of the Terms and Conditions is hereby deleted in its entirety and replaced with the following:
“(a) Vendor shall deliver the Products in accordance with the delivery terms set forth in the Agreement or Order and if no delivery terms are stated in the Agreement or Order, Vendor shall deliver the Products on FCA terms (INCOTERMS 2020). Vendor is responsible for Product packaging, including all handling, bagging, blocking, barreling, boxing, crating, drayage, storage, and other packing charges. Vendor shall identify the Order on all packing lists, bills of lading and other shipping documents tendered to a carrier. Vendor shall be responsible for any additional charges if shipment other than as indicated above becomes necessary to fulfill Vendor’s obligations for timely delivery, and for excess transportation charges in connection with Vendor’s failure to comply with Buyer’s or any carrier’s packing requirements. Title and risk of loss with respect to the Products shall pass to Buyer (subject to its inspection and return rights) upon completion of Vendor’s delivery obligations in accordance with the applicable delivery terms.
(b) Vendor shall, at its own cost and expense, provide Buyer with the correct Mercosur Common Nomenclature (NCM) code or any other applicable customs classification code for all Products supplied under this Contract. Vendor represents and warrants that all classification codes provided are true, accurate, and based on a diligent review of the Product’s composition, function, and country of origin. Vendor shall promptly notify Buyer in writing of any change to the applicable classification code. Buyer may rely on the classification codes provided by Vendor, and Vendor shall be responsible for any costs, duties, taxes, fines, penalties, or other expenses arising from inaccurate, incomplete, or misleading classifications to the extent resulting from Vendor’s information.
(c) For all Products containing materials that may be subject to import or export tariffs, taxes, or duties under Brazilian or other applicable law (“Tariffs”) (“Covered Material”), Vendor shall provide Buyer, at Vendor’s own expense, with a complete and accurate disclosure of the material content in all Products, including: (i) detailed descriptions of each Covered Material; (ii) the percentage by weight of each Covered Material in the Product; and (iii) the country of origin for each Covered Material, including the applicable International Organization for Standardization (ISO) code. Vendor shall promptly respond to any Buyer inquiries or requests for additional information necessary for customs clearance or compliance purposes. For contractual allocation of costs between the parties, failure by Vendor to provide accurate, complete, or timely information may permit Buyer to assume that the Products are composed entirely of Covered Material or originate from a jurisdiction subject to higher Tariffs. Vendor shall be responsible for any additional Tariffs, taxes, fees, penalties, fines, or damages arising from its failure to comply with the requirements of this Section.
(d) In the event that the Brazilian government or any other relevant governmental authority imposes significant Tariffs affecting the Products, Vendor shall promptly notify Buyer in writing. The parties shall negotiate in good faith to determine an appropriate allocation of costs related to such Tariffs. Upon Buyer’s request, Vendor shall use commercially reasonable efforts to identify and implement measures to mitigate the impact of such Tariffs on the parties.
(e) Unless otherwise agreed in writing by the parties, Vendor shall perform and bear responsibility for all filings, documentation, and compliance requirements necessary for the importation of Products into Brazil, including providing all information required by Brazilian customs authorities. All Products supplied under this Contract must comply with applicable Brazilian technical, regulatory, and import requirements.
3. PRICE. Section 11 of the Bridgestone Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:
"11. Price. The Price is set forth in the Order and is all-inclusive, covering all costs, shipping, and Brazilian taxes. Bridgestone Brazil will perform all tax withholdings required by law, which shall not be considered an underpayment.”
4. INVOICES. PAYMENT. Section 12.2 was changed and Section 12.3 was added to the Bridgestone Standard Terms and Conditions, as follows:
“12.2. The payment terms and dates shall strictly follow the local operational procedures of Bridgestone of Brazil, as expressly set forth in the respective Order. In the event of any conflict between the global EOAP system and the terms stated in the local Order, the terms of the local Order shall prevail.
12.3. All payments under this Contract shall be made in Brazilian Reais (BRL). If the Contract price is stated in another currency, the amount payable shall be converted to BRL using the exchange rate published by the Central Bank of Brazil on the business day immediately preceding the payment date, unless otherwise agreed in writing by the Parties.”
5. INTELLECTUAL PROPERTY RIGHTS. Clause 13.1 of the Standard Terms and Conditions is hereby deleted and replaced in its entirety by the following provision:
“13. Intellectual Property. Regarding Deliverables created specifically for Buyer (“Works”), Vendor hereby irrevocably and permanently assigns to Buyer all economic rights (direitos patrimoniais) pursuant to Brazilian Federal Law No. 9,610/1998 (Copyright Law) and Federal Law No. 9,279/1996 (Industrial Property Law). While moral rights remain with the individual creator pursuant to Applicable Law, Vendor guarantees that such rights shall not be exercised in any manner that hinders, limits, or affects Buyer’s full commercial exploitation, modification, or disposal of the Works.
All other provisions of Section 13, including without limitation Clauses 13.2 and 13.3, shall remain unchanged and in full force and effect.
6. SERVICES SUPERVISION AND PERSONNEL. The Parties hereby agree to supplement Section 15 of the Bridgestone Standard Terms and Conditions by adding the following Section 15.8. and 15.9:
"15.8. Within 5 (five) business days of Buyer’s request, Vendor shall provide evidence of full compliance with all labor, social security, and severance fund (FGTS) obligations related to the personnel involved in the Services. Buyer reserves the right to withhold payments if Vendor fails to demonstrate such compliance, as a preventive measure against potential joint or subsidiary liability.”
15.9. Vendor assumes full and exclusive responsibility for compliance with all Brazilian Regulatory Norms (NRs) regarding occupational health and safety. This includes providing all necessary Personal Protective Equipment (PPE) and ensuring that its personnel are properly trained and fit for work. Vendor shall fully indemnify Bridgestone Brazil for any workplace accident claims or labor lawsuits, including those filed after the termination of this Contract."
7. BUYER’S PROPERTY. Section 23 of the Terms and Conditions is hereby deleted in its entirety and replaced with the following:
“23. Buyer’s Property If Buyer should at any time loan or deliver to Vendor any tools, equipment, raw materials, supplies, inventory or other property of any type for use in manufacturing, processing, testing, packaging, delivering or supplying the Deliverables, Buyer will retain all of its rights, title and interest in and to such property, all of which shall remain the sole property of Buyer. Vendor shall have no title to or interest in such property and authorizes Buyer to take any action necessary to protect its interest in such property under applicable law. Vendor shall promptly comply with any reasonable request from Buyer to ensure the protection of Buyer’s property, including providing any necessary documentation, security measures, or cooperation required by Buyer to safeguard such property. Upon expiration or termination of the Agreement, upon Buyer’s request and subject to Buyer’s instructions, Vendor shall return or otherwise destroy any of Buyer’s property in Vendor’s possession. Vendor shall clearly mark, label, or otherwise identify such Buyer’s property as the property of the Buyer while it is in the Vendor’s possession or custody, ensuring that the ownership of the Buyer is evident and undisputed and that such property is adequately segregated from Vendor's own assets.”
8. NOTICE. Notices to Buyer in Brazil shall be sent in Portuguese and addressed in accordance with the contact information indicated in the applicable Order or as otherwise notified by Buyer in writing
9. COMPLIANCE WITH LOCAL LAWS. Vendor shall comply with all applicable Brazilian laws and regulations in connection with the performance of this Contract, including, without limitation, data protection and anti-corruption laws. The Parties hereby agree to supplement Section 17 of the Bridgestone Standard Terms and Conditions by adding the following Section 17.7 and 17.8:
“17.7. Data Protection and Anti-Corruption: Vendor shall comply with the General Data Protection Law (Law No. 13,709/2018 - LGPD). Vendor shall process personal data solely for purposes strictly necessary to perform this Contract and shall adopt appropriate technical and organizational measures to protect such data against unauthorized access, loss, alteration, or disclosure. Any international transfer of personal data shall comply with the requirements set forth under Brazilian law.
17.8. Anti-Corruption. Vendor represents and warrants that it shall comply with all applicable anti-corruption laws, including Brazilian Federal Law No. 12,846/2013, and shall not, directly or indirectly, offer, promise, authorize, or make any improper payment or grant any undue advantage to public officials or private parties in connection with this Contract.”
10. GOVERNING LAW; VENUE AND DISPUTE RESOLUTION: Section 29 of the Bridgestone Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:
“29.1. Notwithstanding anything to the contrary in the Standard Terms and Conditions, this Contract shall be construed, and the legal relations between the Parties determined, in accordance with the laws of Federative Republic of Brazil, without giving effect to any choice of law rules that may direct the application of the laws of any other jurisdiction. Any provision in the Standard Terms and Conditions concerning providing for the application of foreign law or foreign court and venue for dispute resolution shall be null and void. For avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
29.2. This Contract shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil. Any disputes arising out of or in connection with this Contract that cannot be settled amicably shall be submitted to the exclusive jurisdiction of the courts of the City of São Paulo, State of São Paulo, Brazil, with the express waiver of any other court, however privileged it may be.”
CANADA
1. Currency Conversion. All purchase prices are expressed in U.S. Dollars (“USD”). Buyer may pay all amounts due hereunder in either USD or the Buyer’s local currency, which is, for clarification, is the Canadian Dollar (“C$”).
2. Invoices; Payment. Notwithstanding anything to the contrary in this Contract, the following terms shall apply: “When Vendor is registered for GST/HST in Canada and required to charge tax, Vendor shall separately itemize all applicable GST/HST or provincial sales taxes on its invoices and shall collect and remit such taxes in accordance with Canadian law. Vendor shall invoice Buyer for the Deliverables promptly after delivery. Invoices for Products must not be dated before the shipping date (unless specified in the Order). Invoices must be in acceptable form and include adequate evidence of shipment and/or delivery of Products or progress and/or completion of Services, tax identification numbers, business registration numbers or other documentation required under applicable federal or provincial legislation to ensure compliance with Canadian tax, import and reporting requirements, the applicable PO number, purchase order, line item number, material code (if applicable), quantity, unit of measure and price. The Vendor shall determine and apply taxes in accordance with the Excise Tax Act, provincial sales tax legislation and applicable place-of-supply rules. In the event of a cross-border transaction, the Vendor shall provide HS codes, country-of-origin declarations, and any other documentation required for customs clearance. The Vendor shall be liable for any additional duties, penalties or assessments arising from incorrect or incomplete customs documentation provided by the Vendor. Buyer shall be entitled to return incomplete invoices and to return or correct invoices containing errors. Seller will submit invoices in the format and within the time frame set out in the applicable Order (which may require electronic submission). If any invoice is defective, the payment date (including dates for net invoices or cash discount) will be computed from Buyer’s receipt of an acceptable corrected invoice. Drafts will not be honored. Buyer will not make payments for modifications to the original Order unless an appropriate Order is signed by both Buyer and Seller.”
3. Audit Rights. The following is deemed inserted as the second-last sentence of section 17 of the Standard Terms and Conditions: “Upon reasonable request, the Vendor shall provide the Buyer with evidence of tax remittance, including copies of invoices, GST/HST returns, PST filings, exemption certificates, delivery confirmations, resale declarations or other documentation reasonably required to support the Buyer.”
4. Compliance with Equal Employment Opportunity Laws. Notwithstanding anything to the contrary in this Contract, the following terms set forth in the Standard Terms and Conditions shall NOT apply: Section 18 of the Standard Terms and Conditions, with Sections 18(a) and 18(b) of the Standard Terms and Conditions being deemed “Intentionally Deleted.”
5. Insurance. Notwithstanding anything to the contrary in this Contract, the following terms shall apply: “Unless otherwise indicated on the Order or other Contract Documents, during the term of this Contract and for at least five (5) years after Vendor’s performance of its final obligations hereunder, Vendor shall, at its sole expense, maintain with a reputable insurance company with a current A.M. Best’s rating of not less than A- and licensed in all provinces applicable to this Contract, the following insurance coverage, as applicable: (i) commercial general liability insurance, including products liability, completed operations liability, blanket contractual liability, broad form property damage coverage and personal injury liability insurance, in amounts not less than $2,000,000 per occurrence and $3,000,000 annual aggregate; (ii) if Vendor’s employees, agents or representatives will be entering onto Buyer’s premises, vehicle liability insurance on any owned, non-owned or hired vehicle to be used in providing the Services, or otherwise used by Vendor on Buyer premises, with limits of at least $1,000,000 per occurrence combined single limit bodily injury and property damage; (iii) if the Services include professional services, professional liability (errors and omissions) insurance, with coverage limits not less than $2,000,000 per occurrence and $3,000,000 annual aggregate; and (v) if the Deliverables involve construction, builders’ risk insurance on all material delivered to Buyer’s premises or to adjacent property and intended for use in the Deliverables or on Buyer’s premises and all materials in place for the Deliverables. Vendor shall provide Buyer with satisfactory certificates of such insurance before beginning performance of this Contract and otherwise on request. All insurance required by this Contract shall name Buyer as an additional insured or loss payee, as applicable. All insurance required by this Contract shall be primary and not entitled to contribution from any insurance maintained by Bridgestone Vendor shall give Buyer at least thirty (30) days’ written notice prior to any material modification, cancellation or expiration without renewal of any of the required insurance coverage. Neither the foregoing insurance requirements nor the terms of any insurance policy will limit Vendor’s liability or obligations under this Contract.”
6. Notice. (Reserved)
7. Governing Law; Venue. Notwithstanding anything to the contrary in the Standard Terms and Conditions, the following terms shall apply: “This Contract shall be construed, and the legal relations between the Parties determined, in accordance with the laws of the province of Quebec (with respect to Buyer’s operations in Canada within Quebec) and the laws of the province of Ontario (with respect to Buyer’s operations in Canada outside of Quebec), without giving effect to any choice of law rules that may direct the application of the laws of any other jurisdiction. The Convention on the International Sale of Goods does not apply. The sole and exclusive venue for all actions arising out of or relating to this Contract, or the breach, termination, cancellation, expiration or validity thereof, or the Deliverables shall be the courts located in Montreal, Quebec (where governing law are the laws of the province of Quebec) or Toronto (where governing law are the laws of the province of Ontario). For avoidance of doubt, the Convention on the International Sale of Goods does not apply.”
8. Dispute Resolution. Notwithstanding anything to the contrary in the Project Provisions of the Standard Terms and Conditions, the following terms shall apply: “Except as otherwise set forth in this Contract or NDA, the parties will attempt to settle any claim or controversy arising out of the Contract Documents through consultation and negotiation in good faith in a spirit of mutual cooperation. If those attempts fail, then any party may resort to judicial proceedings. In no event shall work on the Project stop during the resolution of any dispute between Buyer and Vendor.”
9. Buyer’s Property. The word “UCC” is deemed deleted from section 23.1.
10. Project Provisions. The following is deemed inserted as the first sentence of Section (f) of Exhibit A (Progress Payments/Liens): “The provisions of this section (f) are subject to applicable provincial lien legislation.”
11. Language of the Contract. Section 32 (Language of the Contract) is hereby deemed incorporated into these Terms and Conditions: “The Vendor confirms having received the French version of this document. The parties have agreed that the English version of this document and all related documents be in English. Le vendeur confirme avoir recu ce document en français. Les parties aux présentes ont convenu que ce document et tous les documents s'y rattachant soient rédigés en anglais.”
CHILE
1. Language: The following provision is added to the Terms and Conditions:
“Unless otherwise agreed in writing by the parties, all documents, notices and communications under this Contract shall be in Spanish. If the parties agree to use another language, a Spanish translation may be required for purposes of enforcement in the Republic of Chile. In the event of any inconsistency between the version executed by the parties and any Spanish translation, the executed version shall prevail. Vendor shall solely bear the cost of any required translations”.
2. Intellectual Property. Section 13 of the Terms and Conditions is hereby deleted in its entirety and replaced with the following:
“13.1. With respect to those Deliverables created by Vendor specifically for Buyer (“Works”), Vendor acknowledges that all intellectual property rights, including without limitation, copyrights, patents, trademarks, trade secrets and other proprietary rights in the Works shall be owned by Buyer, in accordance with Law 17,336. Consequently, Vendor hereby expressly and irrevocably assigns to Buyer all right, title and interest in and to all Works and any and all intellectual property rights therein and thereto free and clear of any liens or other encumbrances thereon, it being the intention of Buyer and Vendor that all Works are and shall be the sole and exclusive property of Buyer. Vendor will execute and deliver to Buyer all documents necessary to secure Buyer’s ownership in the Works at no cost or expense to Buyer. Any Technology (as defined below) or other intellectual property that is pre-existing and owned by Vendor, or developed by Vendor incidental to the Deliverables shall remain the property of Vendor and shall not be transferred or assigned to Buyer under this Contract. However, with respect to those Deliverables, or any intellectual property (including any software, computer programs, or other technology) included in or provided with any Deliverables (“Technology”), not considered Works, Vendor hereby grants to Buyer an unlimited, irrevocable, perpetual, nonexclusive, paid-up, royalty free, worldwide license to use, reproduce, create derivative works from, modify, and dispose of Deliverables and such Technology, as well as any other rights in the Deliverables necessary for Buyer to have full use and enjoyment of the Deliverables”.
“13.2.Vendor represents and warrants to Buyer that (i) the Products, and the sale, delivery and intended use of the Products under this Contract, will not infringe on any intellectual property or other rights of any third party, (ii) Vendor has all rights in the Deliverables and Technology necessary to create, sell and deliver the Deliverables to Buyer and grant to Buyer the rights granted herein, (iii) Buyer shall have the right to use such Technology free of the rightful claim of any third person by way of infringement, misappropriation, or the like, and (iv) all such Technology shall comply with and perform in accordance with the manufacturer’s or supplier’s specifications and documentation as delivered to Buyer. Vendor shall indemnify and hold Buyer harmless from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising from actual or alleged infringement or misappropriation of third-party intellectual property rights related to the Products, Deliverables, or Technology”.
“13.3. To the extent Vendor has access to any personal data in connection with the performance of this Contract, Vendor shall process such data in compliance with the applicable Chilean laws and any other applicable laws and regulations, constituting Law No. 21,719 the minimum standard of protection. Vendor may use personal data solely for the purposes of performing its obligations under this Contract and shall implement reasonable technical and organizational measures to protect such data against unauthorized access, disclosure, alteration, or destruction. Vendor shall not disclose, transfer, or otherwise make available any personal data received of Buyer to any third party without Buyer’s prior written consent”.
3. Labor. The following provisions are added to Section 15 of the Terms and Conditions, without modifying or replacing any existing terms in that Section:
“15.6. It is expressly stipulated that no link of liability of Buyer is established with respect to the personnel that Vendor employs, directly or indirectly, to perform the contracted object, being solely under Vendor’s sole responsibility as employer. It shall be the exclusive responsibility of the Vendor to declare and pay salaries, social security contributions, taxes, comply with safety and health regulations at work, and, in general, comply with all applicable labor and social security laws and regulations. Buyer may at any time require any documents and information that’s necessary to verify the fulfillment of each and every one of the Vendor´s labor and social security obligations”.
“15.7. The Vendor shall indemnify and hold Buyer harmless against any and all damages and/or losses, fines, debts, claims, lawsuits, litigation, legal actions, demands, reports, requests, etc., initiated against it by any of the Vendor’s employees or its assignees, arising from the breach of labor, social security, and/or tax obligations, or from claims related to work accidents, physical or temporary disability, total or partial disability, or death of workers”.
“15.8. Vendor assumes full responsibility for the acts or omissions of its own employees, subcontractors, or agents related to the execution of this Contract, and they are obligated to release and hold harmless the Buyer from any loss, damage, liability, cost, and expense suffered or incurred as a result of, or in connection with, any act or omission”.
4. Delivery of Products in Chilean Territory. Section 8 of the Terms and Conditions is hereby deleted in its entirety and replaced with the following:
“(a) Vendor shall deliver the Products in accordance with the delivery terms set forth in the Agreement or Order and if no delivery terms are stated in the Agreement or Order, Vendor shall deliver the Products on FCA terms (INCOTERMS 2020). Vendor is responsible for Product packaging, including all handling, bagging, blocking, barreling, boxing, crating, drayage, storage, and other packing charges. Vendor shall identify the Order on all packing lists, bills of lading and other shipping documents tendered to a carrier. Vendor shall be responsible for any additional charges if shipment other than as indicated above becomes necessary to fulfill Vendor’s obligations for timely delivery, and for excess transportation charges in connection with Vendor’s failure to comply with Buyer’s or any carrier’s packing requirements. Title and risk of loss with respect to the Products shall pass to Buyer (subject to its inspection and return rights) upon completion of Vendor’s delivery obligations in accordance with the applicable delivery terms”.
“(b) Vendor shall, at its own cost and expense, provide Buyer with the correct Mercosur Common Nomenclature (NCM) code, or any other applicable customs classification code for all products supplied under this Contract. Vendor represents and warrants that all classification codes provided are true, accurate, and based on a diligent review of the Product’s composition, function, and country of origin. Vendor shall promptly notify Buyer in writing of any change to the applicable classification code. Buyer may rely on the classification codes provided by Vendor, and Vendor shall be solely responsible for any and all costs, duties, taxes, fines, penalties, or other expenses arising from inaccurate, incomplete, or misleading classifications, including those imposed by any governmental or regulatory authority”.
“(c ) For all Products containing materials that may be subject to import or export tariffs, taxes, or duties under Chilean or other applicable law (“Tariffs”) (“Covered Material”), Vendor shall provide Buyer, at Vendor’s own expense, with a complete and accurate disclosure of the material content in all Products, including: (i) detailed descriptions of each Covered Material; (ii) the percentage by weight of each Covered Material in the Product; and (iii) the country of origin for each Covered Material, including the applicable International Organization for Standardization (ISO) code. Vendor shall promptly respond to any Buyer inquiries or requests for additional information necessary for customs clearance or compliance purposes. Failure by Vendor to provide accurate, complete, or timely information shall permit Buyer to treat the Products as entirely composed of Covered Material, or to assign the Covered Material to a country subject to higher Tariffs, for duty assessment purposes. Vendor shall be solely responsible for all additional, excess, or increased Tariffs, taxes, fees, penalties, fines, or damages arising from any failure to comply with the requirements of this Section and shall indemnify and hold Buyer harmless therefrom”.
“(d) In the event that the Chilean government or any other relevant government body imposes significant Tariffs, Vendor shall immediately notify Buyer in writing. The parties shall negotiate in good faith to determine an appropriate allocation of costs related to such Tariffs. Upon Buyer’s request, Vendor shall make best efforts to identify and implement measures to mitigate the impact of such Tariffs on the parties”.
“(e). Any importation filings, expenses, taxes, costs, or other legal requirements related to importation of Products into Chile shall be carried out, be borne by, and be the responsibility of Vendor, if applicable. Further, all Products shall comply with Chilean technical requirements under Applicable Law”.
“(f). Vendor shall hold the Buyer harmless, from any claim with respect to the responsibilities established in Law No. 19,496, on Consumer Rights Protection of the Republic of Chile, as of any similar law or regulation that´s applicable or that that modifies or replaces said law, that arises in respect of the failure to meet the quality or safety regulations applicable to the Deliverables; Deliverables defects; when the materials, parts, pieces, elements, substances or ingredients constituting or integrating the Deliverables do not correspond to the specifications they bear or to the information on the labeling; and/or if the Deliverables do not meet the specifications communicated to the Buyer by Vendor”.
5. Invoices and payment. The following provisions are added to Section 12 of the Terms and Conditions, without modifying or replacing any existing terms in that Section:
“12.3. For avoidance of doubt, Vendor shall directly invoice Buyer for any sales of Deliverables made by Vendor to Buyer pursuant to the terms of this Contract, and provided that such invoices shall comply with all applicable tax requirements set forth in Chilean laws”.
“12.4. If an invoice is defective or the Buyer has reservations regarding the content of the invoice, the payment date (including dates for net invoices or cash discount) will be computed from Buyer’s receipt of an acceptable corrected invoice”.
“12.5. For avoidance of doubt, if this Contract contemplates that an invoice payment be processed on the following business day where the invoice due date falls on a weekend or holiday, any such holiday shall be determined in accordance with the customs of the place of delivery”.
6. Compliance commitment and Anti Bribery. The following provisions are added to Section 32 of the Terms and Conditions, without modifying or replacing any existing terms in that Section:
“32.3 Vendor shall comply and ensures that any third parties it uses in relation to the provision of Services and/or the developing of Projects under this Contract or any of the Contract Documents are compliant with the provisions of the Buyer´s Crime Prevention Model, implemented by the latter in order to comply with the provisions of Law No. 20,393, which establishes the Criminal Liability of Legal Entities, and any applicable regulations in this regard.
The Vendor hereby declares that it has received and has accepted the Buyer´s Crime Prevention Model, along with the following supplementary documents: /i/ Code of Conduct; /ii/ Global Anti-Bribery Policy; /iii/ “How the Speak-Up Process Works” guide; and /iv/ Anti-Money Laundering and Terrorism Financing Prevention Policy (hereinafter collectively referred to as the “Supplementary Documents”). The Vendor further declares that it has fully read, understood, and is committed to complying with the Buyer´s Crime Prevention Model and all of its supplementary Documents. A copy of the Buyers Crime Prevention Model and its Supplementary Documents shall be attached to any Agreement between Vendor and Buyer or, if none were executed, to the corresponding Order.
Any breach of the previously mentioned documents by Vendor´s affiliates, subcontractors or any person involved in the provision or Services or development of a Project, shall be deemed as a breach of Vendor”.
7. Notice. The following provision is added to the Terms and Conditions:
“All notices to be given under this Contract shall be in writing and shall be given by e-mail or 24-hour courier service, and addressed to Buyer at the address set forth below or at such other address as one Party may designate by notice to the other:
Buyer: Camino Lo Boza L1 11 A 120, Lo Boza, Pudahuel, Chile”.
8. Governing Law; Venue. Section 29 of the Terms and Conditions is hereby deleted in its entirety and replaced with the following:
“This Contract shall be construed, and the legal relations between the Parties determined, in accordance with the laws of Chile without giving effect to any choice of law rules that may direct the application of the laws of any other jurisdiction and any provision in the Standard Terms and Conditions concerning venue for dispute resolution shall be null and void. For avoidance of doubt, the Convention on the International Sale of Goods does not apply. The sole and exclusive venue for all actions arising out of or relating to this Contract, or the breach, termination, cancellation, expiration or validity thereof, or the Deliverables shall be the courts located in Chile. Vendor consents to the jurisdiction of such courts and agrees not to object to venue therein”.
COSTA RICA
1. Currency Conversion. All payments under this Contract shall be made in United States Dollars (USD) unless otherwise agreed in writing by the Parties. If any amounts are quoted or invoiced in Costa Rican Colón (CRC), the conversion to USD shall be based on the official exchange rate published by the Central Bank of Costa Rica (Banco Central de Costa Rica) on the date of payment. Vendor shall bear any costs, fees, or losses associated with currency exchange, including fluctuations in exchange rates.
2. Language. All documentation, notices, and communications under this Contract shall be provided in Spanish and English. In the event of any inconsistency between the two versions, the English version shall prevail unless otherwise agreed in writing by the Parties.
3. Notice. (Reserved)
4. Governing Law; Venue. Notwithstanding anything to the contrary in the Standard Terms and Conditions, the Contract shall be construed, and the legal relations between the Parties determined, in accordance with the laws of Costa Rica, without giving effect to any choice of law rules that may direct the application of the laws of any other jurisdiction. Any provision in the Standard Terms and Conditions concerning venue for dispute resolution shall be null and void. For avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods does not apply.
Europe, Middle East, and Africa
A. Paragraph 2 of Section 2 “CONTRACT” of the Terms and Conditions shall be replaced as follows:
Vendor will be deemed to have accepted this Contract by confirming acceptance of the Order within 2 (two) working days of its issuance or otherwise indicate to the Buyer within the same period if any of the conditions (including final delivery lead) of the Order cannot be met. Failure by Vendor to accept the Order within the above term or to otherwise indicate that any of the conditions of the Order cannot be met, shall be deemed as an acceptance by the Vendor of this Contract.
B. Section 7 “TIMELY DELIVERY – SUPPLY” of the Terms and Conditions shall include the following additional section:
Without prejudice to any other rights or remedies available to the Buyer under this Contract or Applicable Laws, Vendor shall pay Buyer liquidated damages equal to 2% (two percent) of the total Order value per calendar week of delay up to a maximum of 20% (twenty percent=. Without prejudice to the above Buyer shall also be entitled to terminate the Contract without any liability, should the penalty reach the maximum term of 10 (ten)] weeks of delay.
C. Section 8 “SHIPMENT TERMS; FREIGHT CHARGES; RISK OF LOSS; TITLE” of the Terms and Conditions shall provide in lieu of the FCA INCOTERMS, the following provision:
Vendor shall deliver the Products in accordance with the delivery terms set forth in the Order and if no delivery terms are stated in the Order, in accordance with the Incoterms 2020 Delivery Duty Paid (DDP) at the delivery address specified in the Order.
D. Section 11 “PRICE” of the Terms and Conditions shall be complemented as follows:
The Price is exclusive of any value-added tax (VAT) or similar turnover taxes. If a sale is subject to VAT, Vendor shall add and collect VAT at the applicable rate in accordance with Council Directive 2006/112/EC and local VAT laws. If the transaction qualifies for a VAT exemption or zero-rating (e.g. an intra-Community supply under Directive 2006/112/EC, Article 138 or an export outside the EU), Vendor shall not charge VAT, provided that all legal conditions for such treatment are met. In cases where EU VAT law requires the Buyer to account for VAT, the Vendor shall not charge VAT but shall ensure the invoice meets the requirements for a reverse-charge invoice. Except for any applicable VAT (which shall be charged to and payable by Buyer), the Price includes all other taxes, duties, or fees in connection with the sale, and Vendor will bear any such non-VAT taxes or charges.
E. Section 12 “INVOICES- PAYMENT” of the Terms and Conditions shall be replaced with the following:
12.1. The invoices of the Vendor must contain all mandatory information required by Applicable Laws and all information that Buyer requests from the Vendor, in particular the Order number which must always be referenced on the invoice, as well as the Order requestor name. Vendor should not accept any Order from Buyer without an Order number and contact employee name and shall not start any activity until such Order is issued by Buyer.
12.2. The Vendor shall invoice the Buyer for the Deliverables promptly after delivery.
12.3. Unless agreed otherwise between the Parties and provided that the Vendor has met all of its contractual obligations under this Contract, the invoices shall be payable within a period of 60 (sixty) calendar days (or the different term as provided by applicable national laws in case 60 (sixty) calendar days would be considered unreasonable under such law) as from the issue date of the invoice.
12.4. The Vendor hereby expressly acknowledges and agrees that Buyer applies a strict “No Purchase Order No Pay” policy and that, therefore, Vendor shall not commence any activity until an Order is duly issued by Buyer and accepted by Vendor in accordance with section 2 of the Standard Terms and Conditions as amended by this EMEA Country Rider. Lack of compliance with this provision shall entitle Buyer not to pay any Vendor’s activity commenced prior to acceptance of the Order.
12.5. Buyer shall, without prejudice to any other rights or remedies available to it, be entitled to set off any amount owed by the Vendor to Buyer against any amount owed by Buyer to the Vendor.
12.6. The Parties hereby acknowledge and agree that if the contractual relationship between them is governed by the laws of a country or jurisdiction in which the Pan‑European Public Procurement Online (“PEPPOL”) framework has been officially adopted, implemented, or mandated by law or regulation, PEPPOL shall automatically apply to the Parties’ invoicing and payment processes.
12.7. PEPPOL shall prevail over, and replace, any conflicting payment terms in this Contract to the extent they relate to electronic invoicing, message formats, transport mechanisms, validation, routing, receipt, and processing under the PEPPOL framework (the “PEPPOL Scope”). For matters outside the PEPPOL Scope (e.g., payment due dates, currency, late‑payment interest), the terms of this Contract shall continue to apply unless otherwise required by Applicable Laws.
12.8. The Parties shall implement and maintain the technical and operational capabilities necessary to comply with PEPPOL, including the use of compliant formats (e.g., PEPPOL BIS) and access points, and shall reasonably cooperate to ensure continuity of invoicing and payment.
12.9. Each Party shall comply with any mandatory requirements arising under Applicable Law relating to PEPPOL (including but not limited to registration, certification, or onboarding to a PEPPOL access point), and shall bear its own internal costs of compliance unless otherwise agreed.
12.10. The same provisions as in the above sections related to PEPPOL shall apply with respect to any other applicable mandatory national e-invoicing systems that have implemented European Union rules over e-invoicing and e-procurement.
♦ THE FOLLOWING ADDITIONAL SECTION only applies to Contracts concerning Deliverables to be provided in Africa.
12.11. The Vendor shall not be entitled, and hereby waives any right to claim, mora interest in terms of the Prescribed Rate of Interest Act, No. 55 of 1975 (as amended from time to time).
F. Section 17.3 “LEGAL COMPLIANCE” of the Terms and Conditions shall be replaced by the following provision:
The Vendor shall comply with all Applicable Law, and standards relating to environmental protection. The Vendor shall establish, implement, and maintain processes appropriate to its size and circumstances to minimize adverse environmental impacts arising from its operations, Products, and Services. Without limiting Vendor’s other obligations, Vendor agrees that it will not bring onto or permit to exist on Buyer’s property any hazardous substance or solid waste without the prior written consent of Buyer and will not generate, handle, use, store, treat or dispose of any hazardous substance or solid waste on Buyer’s property, except in compliance with all Applicable Laws, including all environmental laws. Vendor will not permit any lien relating to hazardous substances or solid waste to attach to Buyer’s property. Unless Buyer elects, in its sole discretion, in writing to oversee disposal of any waste, Vendor shall be solely responsible for removing, and shall properly and lawfully dispose of, any waste generated by Vendor during the course of manufacturing, performing or delivering the Deliverables. Vendor undertakes to comply with all additional provisions and obligations set forth EHS Requirement applicable to Goods supplied by Bridgestone available at EMIA Procedure Template.
G. The amounts provided in Section 22 “INSURANCE” shall be deemed in the same value in the currency applicable in the place of establishment of Buyer.
H. Section 29 “GOVERNING LAW; VENUE; JURY WAIVER” of the Terms and Conditions shall be replaced by the following provision “GOVERNING LAW -JURISDICTION”
29.1. All disputes between Vendor and Buyer related to these Terms and Conditions and/or the Contract, for which no amicable solution can be found, shall be submitted to the exclusive jurisdiction of the competent courts of the location of principal office of the Buyer.
29.2. These Terms and Conditions are governed solely by the applicable laws of the location of the registered office of the Buyer, to the exclusion of the 1980 Vienna Sales Convention (CISG) which shall not apply.
♦ THE FOLLOWING ADDITIONAL SECTIONS apply only to Contracts concerning Deliverables to be provided in the Middle East:
29.3. The formation, validity, construction, and performance of this Contract and each of the transactions based upon the Standard Terms and Conditions shall be governed in all respects by the substantive laws of England and Wales, without reference to its conflicts of laws rules.
29.4. All disputes, controversies, or differences which may arise between the Parties hereto, out of or in relation to or in connection with this Contract including the Terms and Condition shall be finally settled by binding arbitration under the Rules of the London Court of International Arbitration (LCIA). There shall be a single arbitrator, and the proceedings shall be conducted in English. The seat of arbitration shall be the Dubai International Financial Centre, UAE. The provisions of these Terms and Conditions on governing law and dispute resolution shall survive the breach, expiry or other termination of these Terms and Conditions and/or any Contract. No Party shall have the right to challenge the venue based upon forum.
I. Section 32 “SUSTAINABILITY AND COMPLIANCE” of the Terms and Conditions shall be complemented by the following provisions:
32.1 Buyer expects its suppliers to recognize the importance of sustainable procurement, and work with Buyer to implement appropriate practices to create value for all stakeholders. If the Buyer is, or becomes from time to time, subject to Applicable Law imposing due diligence obligations, including human rights and environmental due diligence (“HREDD Laws”), the Vendor commits to cooperate with the Buyer in a spirit of trust to establish, implement, and maintain due diligence processes—appropriate to the Vendor’s size and circumstances—aimed at identifying, preventing, mitigating, and, where necessary, remedying potential and actual adverse impacts on human rights and the environment within its own business activities and supply chains, in compliance with the relevant applicable HREDD Laws. If the Vendor is not statutorily required to establish, implement, and maintain such a due diligence processes, the Vendor undertakes to actively support the Buyer in effectively complying with the Buyer’s statutory obligations. The Buyer may, at its discretion, require the Vendor to implement specific measures to ensure such compliance, and shall notify the Vendor of such requirements in writing.
32.2 Should the Deliverable include the supply of Natural Rubber and/or other products within the scope of European Regulation (EU) 2023/1115 of 31 May 2023, (“EUDR”), the Vendor undertakes to comply with all additional provisions and obligations set forth therein, from its effective date and as applicable to the Vendor. The Vendor shall provide Buyer, prior to the delivery or upon request, with all information and documentation necessary for the Buyer to demonstrate compliance of the Deliverables with the EUDR. The Vendor undertakes, represents, and warrants that such information and documentation shall be complete, accurate, and up to date. The Buyer may, at its discretion, require the Vendor to implement specific measures to ensure such compliance, and shall notify the Vendor of such requirements in writing.
32.3 Should the Deliverable include the supply of goods within the scope of European Regulation (EU) 2023/956 of 30 May 2023, establishing a carbon border adjustment mechanism (“CBAM”), The Vendor undertakes to comply with all additional provisions and obligations set forth therein, as applicable to the Vendor. The Vendor shall provide the Buyer, prior to the delivery or upon request, with all information and documentation necessary for the Buyer to demonstrate compliance of the Deliverables with CBAM. The Vendor undertakes, represents, and warrants that such information and documentation shall be complete, accurate, and up to date. The Buyer may, at its discretion, require the Vendor to implement specific measures to ensure such compliance, and shall notify the Vendor of such requirements in writing.
32.4 The Vendor shall ensure that all packaging and packaging materials supplied in connection with the supply of the Deliverables fully comply with all applicable packaging and packaging waste legislation, including any applicable national or local packaging laws, as well as Regulation (EU) 2025/40 on packaging and packaging waste, as amended or replaced from time to time (“PPWR”). The Vendor shall provide the Buyer, upon request and in any event prior to the delivery, with all information and documentation necessary for the Buyer to demonstrate the conformity of the packaging and packaging materials with the PPWR and any applicable national or local packaging laws. The Vendor undertakes, represents, and warrants that such information and documentation shall be complete, accurate, and up to date. The Buyer may, at its discretion, require the Vendor to implement specific measures to ensure such compliance, and shall notify the Vendor of such requirements in writing.
32.5 The Vendor shall ensure that the obligations set forth under sections 32.5, 32.6 and 32.7 above are, to the extent applicable, effectively cascaded and contractually imposed on its own suppliers, subcontractors, and other upstream business partners.
32.6 For the avoidance of doubt, in case of Vendor’s failure to comply with the requirements of this section “Legal, Environmental and Sustainability Compliance” might entitle Buyer to consider it as a Default not capable of cure as contemplated by section 19 point (iv).
♦ THE FOLLOWING ADDITIONAL SECTIONS only apply to Contracts concerning Deliverables to be provided in Africa:
32.7 In order to ensure compliance by Bridgestone with the Mining Charter, the Broad Based Black Economic Empowerment Act, No. 53 of 2003 and the codes of good practice published in terms thereof or any subsequent legislation pertaining to black economic empowerment as amended from time to time (“BBBEEA”), the Vendor shall, at its cost and expense, expeditiously deliver to Buyer valid:
· South African National Accreditation System (“SANAS”) accredited Black Economic Empowerment (“BEE”) verification certificate as defined in BBBEEA or any further information; or
· sworn affidavit or a valid companies and intellectual property certificate;
· sworn affidavit in the absence of a valid BEE verification certificate which will only be accepted for exempted micro-enterprises and qualified small enterprises with black ownership of >51% and will only be valid for 1 (one) year from date of issue; indicating the - (i) date of their annual total turnover; (ii) black ownership and black women ownership percentage, preferably with an overall BEE scorecard rating of Level 1 to Level 4 for measured entities and qualifying small enterprises and (iii) voting rights percentages held by the black shareholder as such terms and value thresholds are understood in terms of the applicable BBBEEA laws and as may be legitimately requested of the Vendor, in the format and at the time and interval prescribed in BEE and by Buyer.
32.8 Any Vendor, who has less than 26% black ownership and/or or voting rights and an overall black rating of Level 5 to non-compliant, must submit a plan of action on how the 26% black ownership, voting rights targets and an improved overall BBBEEA rating will be reached within a 12 (twelve) month time frame.
32.9 In the event that the Vendor is a multinational company and supplies capital goods (as defined in BBBEEA) to Bridgestone, the Vendor shall make arrangements to pay the percentage of its annual income generated from Bridgestone, as fixed by the Mining Charter and/or BBBEEA, of its annual turnover into a social development fund and proof thereof shall be sent to Buyer,
32.10 The Vendor warrants to and in favor of Buyer that it is familiar with the requirements of BBBEEA and shall ensure strict compliance therewith.
32.11 It shall be the Vendor’s responsibility to provide a valid BBBEEA accredited certificate or affidavit each and every year, prior to the expiry date of same.
32.12 Notwithstanding anything contrary herein contained, non-compliance with the BBBEEA is a breach of these Terms and Conditions and Buyer may at its sole and absolute discretion terminate the Contract.
J. This Section “LARGE ENTERPRISE” shall apply in addition to what is provided for in the Terms and Conditions:
If applicable for whatever legal reason Buyer declares that it has the status of Large Enterprise. For the purpose of this section the term “Large Enterprise” means an enterprise that does not qualify as a micro, small or medium-sized enterprise within the meaning of Annex I to Commission Regulation (EU) No 651/2014 of 17 June 2014 and Directive 2011/7/EU of the European Parliament and of the Council of 16 February 2011on combating late payment in commercial transactions, as transposed in each European Union country’s legislation.
K. This Section “PERSONAL DATA PROTECTION AND COMPLIANCE” shall apply in addition to what is provided for in the Terms and Conditions:
a) Vendor and Buyer each share with the other personal data relating to the persons they designate to act as contact person or as involved in the performance of the Contract. Parties, in respect of these personal data, act as Controllers, and commit to comply with their respective obligations under the GDPR and all other mandatory laws and regulations of the European Union, the European Economic Area and their member states, applicable to the Parties’ processing of Personal Data under the Contract (“Data Protection Laws”). The Parties acknowledge that the Contract may allocate responsibility for compliance with a particular requirement under Data Protection Law to one Party, but that such contractual allocation of responsibility shall not relieve either Party from its obligations under Data Protection Laws.
b) The Parties, as Controllers, shall only process personal data of the other’s designated contact persons or persons involved in the performance of the Contract (a) to the extent reasonably required in order to perform the Contract, and as required by the laws that apply to them respectively as Vendor and Buyer of Deliverables, and any other obligations, guidance or codes of practice that the Parties may be subject to; and (b) as otherwise set out in the Contract.
c) Each Party undertakes to communicate to their designated contact persons the other Party’s privacy notice. Buyer’s privacy notice can be consulted via Bridgestone Websites across Europe, Middle East and Africa.
MEXICO
1. Currency Conversion. If any payment under this Contract is made in a currency other than Mexican Pesos (MXN), the Parties agree that the applicable exchange rate shall be the rate published by the Banco de México on the business day immediately preceding the payment date. Vendor shall bear any risk of currency fluctuation between the date of invoice and the date of payment. All amounts stated in this Contract are exclusive of any currency conversion fees, which shall be borne by Vendor.
2. Delivery of Products in Mexico Territory. Any importation filings, expenses, taxes, costs, or other legal requirements related to importation of Products into Mexico shall be carried out, be borne by, and be the responsibility of Vendor, if applicable. Further, all Products shall comply with Mexican technical requirements under Applicable Law.
3. Invoicing. For avoidance of doubt, Vendor shall directly invoice Affiliate for any sales made by Vendor to Buyer pursuant to the terms of the Contract, and provided that such invoices shall comply with all applicable tax requirements set forth in Mexican tax laws for invoices issued abroad (including those for its deductibility).
4. Language. This Contract shall be executed in English. For compliance with Mexican law, a Spanish translation may be prepared; however, in the event of any discrepancy between the English and Spanish versions, the English version shall prevail for interpretation and enforcement purposes. Vendor shall bear the cost of any required translations unless otherwise agreed in writing.
5. Notice. (Reserved)
6. Governing Law; Venue. Notwithstanding anything to the contrary in the Standard Terms and Conditions, the Contract shall be construed, and the legal relations between the Parties determined, in accordance with the laws of Mexico without giving effect to any choice of law rules that may direct the application of the laws of any other jurisdiction and any provision in the Standard Terms and Conditions concerning venue for dispute resolution shall be null and void. For avoidance of doubt, the Convention on the International Sale of Goods does not apply.
