Natixis North America LLC Purchase Order Terms and Conditions

The following purchase order terms and conditions (“Terms”) only apply to transactions that do not have a written agreement, duly executed by both parties. If there is such an agreement, then those terms shall be the terms that govern the transaction and relationship of the parties.

This purchase order is an offer by Natixis North America LLC (the "Buyer") for the purchase of the goods specified on the face of this purchase order (the "Goods") from the party to whom the purchase order is addressed (the "Seller") in accordance with and subject to these terms and conditions (the "Terms"; together with the terms and conditions on the face of the purchase order, the "Order"). This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Seller's acceptance to the terms of the Order. These Terms may be modified only by a written document signed by duly authorized representatives of Buyer and Seller.

Seller agrees to provide all relevant information requested by Buyer in order to fulfill any by applicable law, rule, regulation (including any rule or regulation of a governmental authority or a self-regulatory organization), subpoena or judicial authority, legal or regulatory process, civil investigative demand or similar process.

If Seller fails to deliver the goods in accordance with these terms, Buyer may, at its option, terminate this agreement  and/or any other agreement between the parties, and/or sue Seller for breach of contract. In addition, Buyer may recover from Seller any and all damages, including but not limited to, the cost of the goods, the cost of any repairs or replacements, and any lost profits or other consequential damages. 

Neither party will be liable for any failure or delay in performance of its obligations under this agreement that is due to an event beyond its reasonable control, including but not limited to, acts of God, war, terrorism, riots, civil commotion, strikes, lockouts, fire, flood, explosion, earthquake, act of government, pandemic, or other similar event.

If either party is affected by a force majeure event, it will promptly notify the other party in writing and will use reasonable efforts to mitigate the effects of the event. The parties will consult with each other in good faith to determine how to proceed under this agreement in light of the event.

If the force majeure event continues for more than 30 days, either party may terminate this agreement upon 30 days' written notice to the other party.

This force majeure clause will survive the termination or expiration of this Agreement.

For the avoidance of doubt, force majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.

In addition to any remedies that may be provided under these Terms, Buyer may terminate this Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Order upon written notice to Seller. If Buyer terminates the Order for any reason, Seller's sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination.

An itemized list of contents must be placed in each package bearing the Buyer’s name, address, and order number. Seller is responsible for the complete delivery of this Order and accepts all liability associated with packing and shipping contents.  Buyer does not accept liability for the contents of the delivery until it is delivered and accepted by the Buyer.  Contents must be packed in a manner that ensure the undamaged delivery of contents.  Any damaged contents will be returned to the Seller at the Seller’s expense or discarded.  Damaged contents must be removed prior to shipping an Order, unless authorized by explicit consent by Buyer.

Seller shall issue an invoice to Buyer on or any time after the completion of delivery which shall contain the purchase order number, item number, description of goods or services, quantities, unit prices, date(s) rendered and total purchase price. Each invoice must refer to the corresponding purchase order.
 

Buyer shall pay all properly invoiced amounts due to Seller within 30 days after Buyer's receipt of such invoice, except for any amounts disputed by Buyer in good faith. In the event of a payment dispute, Buyer shall deliver a written statement to Seller no later than 14 days prior to the date payment is due on the disputed invoice listing all disputed items and providing a description of the disputed order. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any such dispute.

Invoices for Seller employed contractors (“Contingent Workers”) must contain all the above where applicable and include a copy of time tracking documentation for the time period being billed for each Contingent Worker.

All invoices must be sent to USPurchasing@natixis.com to ensure timely response and payment. Invoices shall be payable on a net 30 term (i.e., payment to Seller due 30 days after the day invoice is received and goods/services provided to Buyer).

Seller shall provide their complete wire payment instructions on Seller letterhead prior to the issuance of any invoice to Buyer. Net 30 payment terms will not start until such instructions have been provided.

Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign, transfer or subcontract any or all of its rights or obligations under the Order without Seller's prior written consent.

Buyer may at any time make changes in shipping and packing instructions, quantities, specifications, place of delivery and/or delivery schedules, for which an appropriate adjustment to the order shall be made. No change to this Order, by Seller, shall be binding upon Buyer unless it is in writing, specifically states that it amends this Order, and is signed by an authorized representative of Buyer.

Seller shall defend, indemnify and hold harmless Buyer and its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees (collectively, "Buyer Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the products purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.