Standard Vendor Terms and Conditions
Overview
All sales of products and services by a vendor to or on behalf of Gypsum Management and Supply, Inc. and each of its subsidiaries and affiliates (Business) are subject to these standard Vendor Terms and Conditions (Terms). These Terms are incorporated into any verbal or written agreement between the Parties and supersede all prior understandings or vendor-provided documents.
1. Force Majeure
Business will not be liable for any failure or delay in performing its obligations during periods prevented or delayed by causes beyond its reasonable control, including acts of God, severe weather, war, strikes, labor or material shortages, and public health crises. Performance times will be extended reasonably.
2. Termination for Convenience
Business may terminate the Agreement with Vendor for convenience, in whole or in part, at any time prior to shipment or performance by written or electronic notice. Vendor must promptly minimize costs and liabilities and continue any non-terminated work.
3. Termination for Breach
If Vendor fails to comply with these Terms, Business may terminate or restrict any purchase or payment immediately upon notice. Vendor must advise Business immediately if it becomes insolvent.
4. Code of Conduct
Vendor warrants compliance with all applicable workplace laws, including the Fair Labor Standards Act, OSHA, federal civil rights, immigration reform, and workers' compensation laws. Vendor represents that no unsafe or unsanitary labor conditions exist in its supply chain. Violation allows immediate termination by Business without liability. Vendor agrees to abide by the Business Code of Conduct available online.
5. Insurance Requirements
Vendor will maintain necessary insurance coverage (with an A.M. Best rating of "A-" or better) as described in Exhibit A. Coverage must be occurrence-based and maintained for at least five years following purchase, or as long as products are held for resale. Vendor must deliver a Certificate of Insurance naming the Business as an additional insured prior to performance.
6. Warranties
Vendor warrants for the longer of its standard period or 12 months that products are free of defects, services are handled professionally, and all components conform to specifications, are merchantable, and are free of liens. Warranties survive inspection and extend to successors, assigns, and customers. Vendor must correct or replace defective items at no expense to Business.
7. Indemnification
Vendor agrees to indemnify and hold Business harmless against all claims, liabilities, costs, and attorney fees arising from products or services provided, breaches of warranty, or acts/omissions of Vendor employees. Intellectual property infringement requires Vendor to procure rights, replace items, or issue refunds. Business indemnifies Vendor only to the extent liability is not caused by Vendor.
8. Limitation of Liability
In no event will Business' liability exceed the purchase price of the defective products or services. Business disclaims liability for special, consequential, incidental, or punitive damages, including lost profits or downtime costs. Nothing limits the liability of the Vendor.
9. Costs
If Business prevails in a legal action, Vendor will pay all costs, suit expenses, and actual attorney and paralegal fees across all proceedings. Business may assign its causes of action without consent; Vendor may not assign rights or claims without written consent from Business.
10. Confidentiality
Both parties will protect proprietary or confidential information using at least reasonable care and restrict disclosure to employees with a need to know. Confidential information remains the property of the disclosing party and must be returned upon termination.
11. Arbitration
Unresolved disputes shall be determined by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules. Arbitration will be held in the state where the purchasing yard is located, or in Georgia if multiple states are involved. The prevailing party is entitled to reasonable attorney fees and costs. Punitive damages are prohibited.
12. Recalls
Vendor shall bear all expenses and indemnify Business against losses associated with a product recall, including customer notifications, regulatory liaison, and lost profits. Parties must promptly notify each other of potential recall investigations.
13. EEO and Notice of Labor Rights
To the extent applicable, Vendor shall abide by federal affirmative action and non-discrimination requirements regarding race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability, alongside E-Verify compliance.
14. Privacy
Vendor acts solely as a Service Provider processing Personal Information on behalf of Business. Vendor shall not sell personal information or retain/use it outside the direct business relationship. Vendor will delete data upon request, assist with individual privacy inquiries, and comply with all applicable privacy regulations (e.g., CCPA).
15. Proposition 65
Vendor certifies that all materials and components comply with California's Prop 65 regulations. No listed chemicals requiring a warning will be used unless a compliant warning is affixed. Vendor agrees to defend and indemnify Business against any alleged Prop 65 violations.
16. Governing Law
These terms and the business relationship are governed by the laws of the state where the purchasing yard is located, or the state of Georgia if multiple yards across states are involved. Legal actions must be brought within those respective jurisdictions, and the parties expressly waive the right to a jury trial.
17. Conflicts
Agreement is limited strictly to these Terms. Additional or different terms in any vendor document are deemed material alterations and are void unless explicitly accepted by Business in writing. Delayed enforcement does not waive any rights.
18. Survival
Provisions regarding warranties, indemnification, limitations of liability, costs, arbitration, and governing law will survive termination or completed performance of this Agreement as long as necessary for enforcement.