IMPORTANT-READ CAREFULLY: The following is a legally binding agreement between you, as the supplier, and Experian Services Corp. or the Experian business unit, division, subsidiary, affiliate or joint venture that placed the Order (defined below). By clicking the “I agree” button at the end of this agreement (the “Agreement”), you (“Supplier”) agree to be bound by the following terms:
1. Orders: Orders may be placed by Experian for Goods (defined below) or Services (defined below) verbally or by purchase order, letter, fax, email or otherwise (“Order”) and the terms and conditions of this Agreement shall solely govern such Orders. No other terms and conditions, including, but not limited to, those contained in Supplier’s standard printed terms and conditions, Supplier’s order acknowledgement, invoices, or otherwise, shall have any application or effect upon this Agreement. Experian shall have no obligation to order or purchase any Goods or Services. Experian may cancel an Order at no charge prior to acceptance of the Goods by Experian or provision of Services. “Goods” refers to any item of merchandise provided to Experian by Supplier. “Services” refers to intangible commodities such as the provision of human effort supplied to Experian by Supplier.
2. Delivery and Acceptance: Supplier will deliver all Goods FOB to Experian’s designated location, freight prepaid, and added to Experian’s invoice or as otherwise negotiated. All items are to be suitably boxed, wrapped or coated so as to be protected against hazards of shipment, storage and exposure and labeled to show the purchase order number and delivery contact name. Itemized packing slips showing the PO number shall accompany each delivery. Experian’s count shall be conclusive in the absence of a packing slip. Title to the Goods shall pass to Experian upon the acceptance of the Goods by Experian. Goods and Services shall be delivered within the mutually agreed upon delivery time, in conformance with this Agreement, the applicable Order and the specifications therefore. Experian shall have the right to inspect and test Goods within a reasonable time after delivery to Experian. If the Services are not performed satisfactory or the Goods are not in conformance with the specifications or Order therefore, Experian shall notify Supplier, within a reasonable amount of time, and identify to Supplier the deficiency in Goods and/or Services. Supplier will use its best efforts to either correct and deliver to Experian, at Supplier’s sole cost and as soon as practical following its receipt of notice, the corrected Goods and/or Services or credit the applicable invoice for the deficient goods at Experian’s sole preference. Neither payment for Goods or Services nor inspection shall constitute or imply acceptance of the Goods or Services and shall in no way impair the right of Experian to reject damaged, non-conforming or defective Goods or Services, or to avail itself of any other remedy to which it may be entitled.
3. Guarantees: Supplier shall transfer to Experian any guarantee or similar rights given by any manufacturer or supplier from whom it acquires the Goods. To the extent that such guarantee or similar rights are not transferable, the Supplier undertakes, at Experian’s request, to enforce such guarantee or rights on behalf of Experian.
4. Charges: Supplier shall be compensated only for Goods and/or Services as agreed upon in the Order. Experian shall pay charges for shipping, carriage, insurance and delivery of Goods and any applicable duties unless otherwise noted on the purchase order. Experian shall not be responsible for any fees or expenses related to the provision of Goods or the performance of Services, including, but not limited to packaging, storage, handling or any other charges, unless otherwise agreed in writing by Experian. Experian shall be entitled to any discounts for prompt payment, or volume purchase customarily granted by Supplier. The cash discount period available to Experian shall run from the date of receipt of an invoice conforming to the instructions herein or receipt of the goods at the agreed destination, whichever occurs last. Experian will be granted any price reductions applicable that occur after the purchase order has been issued and before the products/services are delivered. In addition, Experian will not accept any COD deliveries.
5. Payment: All payments shall be made in the currency of the jurisdiction of the principal place business of the Experian affiliate that placed the Order, unless otherwise directed by Experian. Supplier shall submit its invoices for Goods delivered and/or Services rendered to Experian at P.O. Box 1678, Costa Mesa, CA 92628-1678, or electronically to APdept@experian.com, or as otherwise instructed in the Order. Payment for Goods and Services shall be due forty-five (45) days from receipt of undisputed invoice therefore. All invoices must contain an Order number, a unique invoice number, a description sufficient to identify the Goods delivered or Services performed, and any other information reasonably requested by Experian. In some instances an invoice may not be needed by Experian for payment of Goods or Services. Experian reserves the right to deduct from or offset against any payment to Supplier all monies due or becoming due Experian from Supplier whether in connection with this Agreement or otherwise. Supplier shall have no right to charge interest or any other additional sum on any account outstanding with Experian. If payment due date falls on a weekend or holiday, payment will be made on the first day following such an event.
6. Termination: Either party may terminate this Agreement for convenience upon thirty (30) days prior written notice to the other party. Either party may terminate this Agreement or any Order immediately on written notice if the other party (a) materially breaches its obligations hereunder which, if remediable, has not been remedied within a reasonable time after notification in writing thereof; (b) is declared bankrupt or insolvent; (c) makes a general assignment for the benefit of its creditors; (d) has a trustee or receiver appointed for it or for any of its property; or (e) files any petition to reorganize under the bankruptcy or similar laws. The respective obligations of the parties under this Agreement that by their nature would continue beyond termination, including, without limitation, obligations to indemnify and maintain confidentiality, shall survive any termination until fulfilled. In the event of any termination, Experian’s obligation for payment is limited to products and or services accepted prior to the date of termination.
7. Confidentiality: (a) Each party shall hold in confidence and not disclose to any third party any Confidential Information (defined below) for which it is the recipient, except as required for the performance of its obligations under this Agreement; provided, however any party to whom the recipient discloses Confidential Information, as permitted hereunder, is under an obligation of confidentiality sufficient to protect the confidential nature of such information. The recipient of the Confidential Information shall not use the Confidential Information for any purpose except to fulfill its obligations under this Agreement. The parties agree that all information, in any form, furnished or otherwise made available, directly or indirectly, by Experian to Supplier by virtue of the provision of Goods or Services under this Agreement, which is not generally known outside of Experian, including, but not limited to, all information concerning the operations, affairs and businesses of Experian, its clients, or employees shall be considered “Confidential Information” of Experian. Supplier “Confidential Information” shall mean any and all information marked or identified as confidential at the time of disclosure to Experian. The restrictions herein above do not apply to the extent such information: was already in the public domain or became publicly available through no breach of this Agreement by the recipient; was rightfully in the recipient’s possession without obligation of confidence prior to receipt from the disclosing party; was rightfully obtained from a third party having the right to disclose such information without restriction as to use or disclosure; or is information which the recipient can document was independently developed by the recipient without reference or use of the Confidential Information.
8. Ownership, Rights:
(a) The parties agree that all copyrightable material and other tangible material authored or prepared by Supplier for Client hereunder (collectively “Materials”) are the sole and exclusive property of Experian and shall be considered “works made for hire.” Experian shall be the sole owner of all rights, title and interest in and to all Materials, including all intellectual property rights therein. If the Materials do not fall within the specifically enumerated works that constitute works made for hire under United States copyright laws, Supplier hereby agrees to assign and, upon their authorship or creation expressly and automatically assigns, all copyrights, proprietary rights, trade secrets and all other right, title and interest in and to the Materials to Experian. Supplier agrees to render to Experian, at Experian’s sole cost and expense, any and all assistance reasonably required to effectuate and protect Experian’s ownership rights provided herein. Supplier irrevocably waives any and all moral rights or any rights to similar effect in any country or at common law that Supplier may have with respect to the Materials to the extent those rights have not been assigned above.
(b) All rights in Experian’s name, logo, product names and any other identifying names or marks shall remain exclusively with Experian.
(c) All Experian property, including any intellectual property, made available to Supplier in connection with this Agreement shall be and remain the property of Experian and Supplier shall: use any property of Experian only for the purposes of this Agreement; keep the property in good order and condition and Supplier shall be responsible for any loss or damage to the Experian property while in the possession or control of Supplier; return the property to Experian or otherwise dispose of it as directed by Experian.
(d) The parties acknowledge that any unauthorized use or disclosure of Confidential Information or any failure to assist Experian to effectuate or protect Experian’s interest in the Materials would result in irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, it is agreed that, in addition to any other remedies that may be available in law or equity upon any such violation or threatened violation, the party alleging the breach or threatened breach hereto shall be entitled to seek specific performance or injunctive relief to enforce such provisions and the parties hereby waive any requirement for security or posting of any bond in connection with such enforcement.
9. Representations and Warranties: Supplier represents and warrants Supplier: (a) shall comply with all applicable federal, states and local laws, rules and regulations of the United States or any jurisdiction having the legal authority to regulate the provision of Goods and/or Services hereunder; (b) has and continues to hold all necessary licenses, permits, consents, and agreements necessary for the provision of the Goods and Services; (c) has full authority and sufficient rights to grant and convey the rights granted to Experian under this Agreement; (d) is skilled and experienced in providing the Services ; (e) shall perform the Services in a good and workmanlike manner; (f) warrants that all services and articles will conform to the applicable specifications, drawings, or descriptions furnished by Experian or provided by Supplier
10. Taxes: Supplier’s prices shall be exclusive of any Federal, State, or local sales, use, or excise taxes levied upon, or measured by, the sale, the sales price, or use of goods in the performance of any order. Supplier shall list separately on its invoice any such tax applicable to any such goods, and payable by Experian with respect to which Experian does not furnish to Supplier evidence of exemption. Supplier agrees to comply with any reasonable request by Experian regarding payments under protest and regarding any refunds, claims, litigation or proceedings with respect to any such taxes and to make appropriate adjustments to afford Experian the benefit of any refund or reduction in taxes.
11. Indemnification: Supplier agrees to defend, indemnify and hold Experian its parent, subsidiaries, agents, officers and employees harmless from and against any and all damages, losses, claims, actions, costs, liabilities, and expenses (including reasonable attorneys’ fees) resulting from any: (a) third party claim that any Materials infringe the third party’s trade secret or other intellectual property right; (b) claim of physical injury to any person (including death), or damages (including loss, loss of use or destruction) to property of any nature, arising out of or incident to any act or omission of Supplier, any subcontractor of Supplier, or any of their respective employees or agents; (c) any claim for employee taxes, Worker’s Compensation, or unemployment insurance; and (d) breach by Supplier of any representation or warranty contained in this Agreement Experian may participate in the defense of any claim with counsel of its choosing, at its own expense. Experian shall have the right to approve the settlement of any claim that imposes any liability or obligation other than the payment of money damages.
12. Insurance: Supplier will maintain at its own cost and expense (and shall cause any permitted subcontractor to maintain) insurance policies providing insurance of the kind and in the amounts generally carried by a reasonably prudent Supplier in the industry, with one or more reputable insurance companies licensed in the state(s) where the Goods and/or Services are to be provided including without limitation, Worker’s Compensation coverage or equivalent country mandated insurance providing statutory benefits as required by provincial, state, territorial, commonwealth or other laws of the jurisdiction involved. The parties agree that in some instances, Supplier may not be required by law to have Worker’s Compensation coverage or its equivalent, however, any h lack of requirement or coverage by Supplier therefore shall not affect Experian’s liability to Supplier or Supplier’s personnel and it is expressly agreed that Experian will not accept any claims for Worker’s Compensation or employer's liability from Supplier, its personnel, or Supplier’s approved subcontractors, if any, and their personnel. Supplier shall upon request, from time to time, provide Experian with such evidence of insurance, and payment of premiums in connection therewith, as Experian may reasonable require.
13. Relationship of the Parties: Supplier is an independent contractor and is not an employee, agent, partner, joint venture, or legal representative of Experian. Nothing herein shall be deemed or construed as creating a joint venture or partnership between Supplier and Experian. Neither party has the power or authority to bind or commit the other.
14. Ethical Standards: Supplier represents and warrants that Supplier: (a) does not employ any person below the age of 14 or 15 (depending on the country) or below the legal minimum age (where this is higher) in the countries in which Supplier operates; (b) does not use forced labor in any form (prison, indentured, bonded or otherwise) and staff are not required to lodge papers or deposits on starting work; (c) complies with all applicable local environmental, safety and health legislations and regulations in the regions in which it operates and provides a safe and healthy workplace, presenting no immediate hazards to Supplier’s staff; (d) has identified all the hazardous or toxic waste it produces and is confident that it is disposed of by competent bodies via authorized disposal routes; (e) within the customs and practices of the countries in which Supplier operates, does not discriminate against any worker on any grounds (including race, religion, disability, or gender); (f) does not engage in or support the use of corporal punishment or mental, physical, sexual or verbal abuse; (g) provides each employee with at least the minimum wage or the prevailing industry wage (whichever is higher) and all legally mandated benefits; and (h) complies with the laws on working hours in the countries in which Supplier operates.
15. Health and Safety: Supplier shall not use any hazardous material in performing the Services, unless, and only if, essential for furnishing Services. Additionally, any Goods supplied or installed under this Agreement shall be formulated, designed, constructed, finished, and packaged as to be safe and without risk to health. Supplier agrees, before delivery, to furnish Experian in writing a list of any harmful or potentially harmful properties or ingredients in the Goods supplied, whether in use or otherwise, and shall update Experian, from time to time, concerning any changes in such properties or ingredients. Should the services include the disposal of any obsolete or other equipment considered hazardous material or waste, Supplier will indemnify and hold Experian, its parent, subsidiaries, agents, officers, and employees harmless from and against any and all damages, losses, claims, actions, costs, liabilities, and expenses (including reasonable attorney’s fees) from and against any claims arising out of such disposal.
16. Notice of Labor Disputes: Whenever Supplier has knowledge that nay actual or potential labor dispute is delaying or threatens to delay the timely performance of any order, Supplier shall immediately give written notice thereof, including all relevant information to Experian. Supplier agrees to insert the substance of the paragraph including this sentence in any subcontract hereunder.
17. Background Screenings: All Supplier personnel who work on-site at an Experian facility for more than one (1) day or who will have access to an Experian network, must pass a five panel drug screen, criminal background check, and general background investigation. The general background investigation will consist of verification of the worker’s qualifications and credentials, verification of previous employment, and verification of Social Security Number. The scope and criteria of the background check can be found at http://www.experian.com/suppliers and may be modified by Experian from time to time. Supplier accepts and agrees to implement screening as required above prior to such person providing any Services under this Agreement. Such screening records may be audited by Experian. Supplier shall not be required to screen any individual were it is prohibited by law.
18. General Provisions:
(a) This Agreement constitutes the entire agreement of the parties relating to the provision of Goods and Services to Experian and supersedes any and all prior or contemporaneous written and oral agreements or understanding. This Agreement may not be modified or amended by Supplier without the prior written agreement of Experian that refers explicitly to this Agreement. Experian may modify this Agreement from time to time upon notice to Supplier. Experian may provide notice to Supplier by publishing the modified Agreement on its website. In the event you do not agree to the modification you may terminate this Agreement immediately by providing Experian written notice of termination. If there is a conflict between the provisions of this Agreement and any other document, such conflict shall be resolved by giving precedence first to this Agreement. No waiver by either party of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar), nor will any waiver by either party constitute a continuing waiver unless otherwise expressly agreed in writing. To the extent possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is finally determined to be invalid or unenforceable such provision will be deemed to be severed from this Agreement and every other provision of this Agreement will remain in full force and effect.
(c) Assignment. Supplier shall not assign any right, delegate any duty, or otherwise transfer any interest relating to this Agreement or subcontract any or all of its obligations under this Agreement without the prior written approval of Experian. Any attempted assignment, delegation or transfer by Supplier without such approval shall be void. Experian may assign this Agreement to any affiliate or subsidiary, subsequent owner, parent, or entity having a controlling interest in the business of Experian by providing Supplier with written notice. This Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns.
(e) Choice of Law. Disputes arising from this Agreement will be governed by the laws of the principal place of business of the Experian affiliate that placed the Order to which the dispute relates, and the courts of that country will have jurisdiction. The UN Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Claims arising in the United States will be governed by the laws of the State of California without regard to any conflicts of law provisions.
(f) Audit/Examination of Records: Supplier agrees that Experian shall, during the Term of this Agreement and for a period of three (3) years following its expiration or termination, upon prior reasonable notice to Supplier, during normal business hours, have reasonable access and the right to examine any of Supplier’s books, documents, and records pertaining to the sale of any Goods and/or the provision of any Services hereunder and the performance of this Agreement.
(g) Publicity. Supplier shall not make any media releases, public announcements or disclosures, written or oral, relating to this Agreement without prior written consent from Experian.
(h) Notice. Any notices to be sent by one party to the other in connection with this Agreement shall be written in English and delivered personally, by United States mail, postage prepaid, or sent by reputable overnight courier, or facsimile transmission to Experian at 475 Anton Blvd., Costa Mesa, California 92626, or 714-830-2414 attention Global Sourcing and to Supplier at the primary physical address on record with Experian. Either party may changes its notice address by giving the other party written notice of such change in the manner specified above. Notice shall be deemed to have been given upon delivery, if delivered personally or by reputable overnight courier, five (5) days after deposit in the United States mail, or upon transmission of facsimile (with receipt confirmed).
(i) Third Party Rights. The parties hereby agree that nothing in this Agreement shall be construed as creating a right that is enforceable by any person or entity that is not a party to this Agreement or a permitted assignee of such party.
(j) Headings. Headings used in this Agreement are for convenience of reference only and shall in no way be used to construe or limit the provisions set forth in this Agreement.
(k) Language. The parties have expressly requested that the Agreement, as well as all other related documents, including notices, be written in the English language. In the event of any contradiction, discrepancy or difference between the English language version and the French or Spanish versions (if any) of the text of this document or any documents contemplated or referenced hereunder, the English language version shall govern. Expresamente las Partes del presente Contrato solicitan que este documento, y culaquier otro documento relacionado con este Contrato, incluyendo notificaciones, sea redactado en el idioma Inglés. En el evento que haiga contradiccion, discrepancia o differencias entre la version en Inglés y las versiones en Frances o Español (si es el caso) en el texto de este documento o cualquire otro document relacionado con este contrato, la version en Inglés gobernara. Les parties ont demandé expressément que le Contrat ainsi que tous les documents qui s’y rattachent, y compris les avis, soient écrits en langue anglaise. En cas de contradiction, désaccord ou différence entre la version en anglais et les versions en français ou en espagnol (s’il en existe) du texte de ce document ou de tout autre document considéré ou cité aux termes des présentes, la version en anglais l’emportera.
BY CLICKING THE “I AGREE” BUTTON BELOW YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
