Master Vendor Agreement

Production Orders

  • Production Orders are good faith projections for future orders only.
  • Production Orders are the binding contractual orders for pricing, quantity and delivery dates. All production should be planned and completed according to the quantities and dates on the Production Orders—not the Shipping Orders
  • Production Orders can be modified 20% up or down up to 8 weeks prior to shipment.
  • Production Orders, if submitted in accordance with required notice provisions, must be confirmed by the vendor within 48 hours of receipt.
  • Terms and Conditions contained in Production Orders and Shipping Orders may supplement but not supplant the terms of the Master Vendor Agreement. In the event of a conflict between the terms of this Master Vendor Agreement and language contained in vendor acknowledgments, shipping orders, production orders, or bills of lading, the Master Vendor Agreement will control.

Shipping Orders (Includes Delivery Purchase Orders and Stock Transport Purchase Orders)

  • Shipping Orders can be changed by HMI up to 3 weeks prior to shipment as long as the total production quantity is maintained.
  • Delivery dates specified on Shipping Orders can be moved by HMI to a later date up to 3 weeks prior to requested shipment.

Prices

  • Pricing and quantity is reflected on the Production Order and Shipping Orders.
  • All orders are placed and paid for in US dollars.
  • Advance notice period of 90 days is required for vendor modification of prices. No price modifications can be made following vendor's acceptance of Production Order.

Charges

  • HMI may set-off/reserve from payment of invoices for goods that are
    1. rejected,
    2. fail to meet the quality standards of HMI, or
    3. that result in charges to HMI from HMI’s customers.

Invoices

  • Invoices shall be paid in accordance with the terms of the Production Order.

Changes/Cancellations

  • In the event vendor fails to comply with the Production Order delivery date that vendor confirmed, HMI may cancel all or part of the Production Order and any or all future Production or Shipping Orders at its election.
  • Late deliveries may also incur the following penalties:
    • 0-10 days late – No charge
    • 11-20 days late – 2% of total invoice
    • 21-30 days late – 4% of total invoice
    • 30+ days late – 6% of total invoice - subject to possible cancellation

Delivery

  • All products and/or goods required to be delivered by the vendor to HMI shall be delivered Ex Factory (Incoterms 2010) the facility where such products and/or goods are manufactured, unless otherwise specified in the applicable Shipping Order; provided, however, that, notwithstanding such Ex Factory designation, the vendor shall be responsible for arranging and paying for transportation from such facility to the applicable port of origin.  Title to goods shall pass to HMI based on the shipping terms:  Ex Factory (when loaded and sealed and shipped); FOB (when passes rails of ship, i.e. when loaded); Port of Origin (when passes gate at Port).
  • HMI shall specify the carrier to be used in standard shipping instructions per Shipping Order
  • Vendor shall supply an Original Bill of Lading to HMI immediately upon receipt from the carrier.

Acceptance of Goods

  • All shipments to an HMI owned warehouse are FOB, port of origin.
  • All shipments to HMI customer Door are FOB, port of origin.
  • HMI may refuse partial or incomplete shipments.
  • HMI retains the right to audit goods upon receipt and to affect payment of invoices for those goods based on the results HMI’s audit or the audit of HMI’s customers.

Rejection of Goods

  • The vendor is responsible for all costs to HMI and its customers for rework and remediation for any goods that are rejected, that fail to meet HMI quality specifications or are not as warranted.

Warranty

  • Vendor warrants goods fully comply with all technical or design specifications furnished by HMI.
  • Warranties extends to HMI's customers and end users of the goods.
  • Vendor warrants that goods will be free of manufacturing defect for one year from date of shipment to the end user of the goods.
  • Vendor agrees to provide replacement parts free of charge equal to 2% of all Production Orders for all parts on any given product.

Compliance with Legal Requirements

  • Vendor warrants that goods comply with all applicable U.S. federal and state law requirements, including but not limited to:
    • Customs and Trade requirements
    • Lacey Act
    • Underwriter Laboratories (UL)
    • California Prop 65
    • CARB
    • CPSC/CPSIA (Load)
    • Compliant with SB1019
    • Compliant with TB117-2013
  • Upon request, vendor agrees to furnish required or requested documentation, including CPSIA testing documents.
  • Vendor agrees not to make any changes to the materials or processes used to manufacture the goods without
    1. prior notification and written approval by HMI and
    2. first conducting any required product testing.

Recall

  • In the event of a mandatory or voluntary recall of goods supplied by vendor, vendor is responsible for reimbursing all costs to the extent the recall is due to a defect in the vendor’s workmanship, vendor’s non-compliance with HMI specifications, or vendor’s violations of legal requirements.

Assignment

  • Vendor may not assign this Agreement to any other party.

Termination

  • Vendor or HMI may terminate the Master Vendor Agreement without penalty anytime there are no outstanding/unfulfilled Production Orders or Shipping Orders.

Reporting Obligations

  • Vendor must provide to HMI requested information to establish compliance with applicable legal requirements.
  • HMI and its customers or agents authorized by HMI and identified to the vendor have the right to inspect vendor's factories and facilities and inspect HMI production at any time during normal business hours.

Social/Ethical Guidelines

HMI policy for social and/or ethical guidelines

  • Factory must comply with all local laws, wages, hours worked, child labor, prison labor, disciplinary procedures, discrimination, harassment, environment, worker health and safety, enforcement, certification, etc.
  • HMI has the right to inspect facilities or request documents proving conformity to Policy.

​Website Reference

  • This Master Vendor Agreement and any other HMI standard policies will be posted and updated on the HMI website (www.homemeridian.com). Any revisions will be posted to the website and/or sent via e-mail.  Revisions become applicable to Production Orders and Shipping Orders issued after the date notification is transmitted.

Relationship with Employees

  • Vendors or their agents, contractors or subcontractors may not give money or gifts to any HMI employee, representative or agent.

Intellectual Property

  • HMI owns the furnished designs or technical specifications for all of its products.
  • Designs and technical specifications are confidential and confidentiality must be maintained at all times.
  • Vendor agrees to indemnity/defend HMI and its customers in the event of an IP infringement claim for designs or materials supplied by the vendor that were not specified by HMI.
  • Vendor is obligated to return all design and specification documents to HMI.
  • Absent HMI's express written consent, vendor may not manufacture or sell products designed to HMI's specifications.