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Supplier Information

Coeur Mining, Inc., together with its subsidiaries, (hereafter referred to as “Coeur”), recognizes that developing and maintaining good relationships with our suppliers is fundamental to our success in maintaining a sustainable, value-creating business. We strive to produce value and opportunity not only for our shareholders and employees, but also for our business partners and the communities in which we operate. We are committed to conducting business in a manner that reflects our principles and values to achieve:

  • A fair and competitive marketplace
  • Improved transparency, communication and accountability
  • A lower total cost of ownership
  • A capable and commercially secure supply base
  • Innovative and efficient approaches to delivering mutual value and results
  • Alignment with the forecast and demands of our operations
  • The right materials or services, where and when they are needed, at a reasonable cost

As part of Coeur’s continued effort to strengthen supplier relationships and foster the trust of our business partners worldwide, Coeur has adopted a number of policies and guidelines that ensure the communication and alignment of our principles and values with our suppliers. For example, we require our suppliers to adhere to the strict guidelines of our Supplier Code of Business Conduct and Ethics and maintain a zero-tolerance policy for any noncompliance. Likewise, Coeur maintains an analogous Code of Business Conduct and Ethics for the conduct of our Directors, Officers and employees to ensure the highest standards of business conduct and integrity on our behalf.

Our supplier selection process is stringent and conducted in accordance with our internal policies and procedures. We value suppliers that are able to:

  • Meet or exceed our environmental, health, safety and social responsibility requirements
  • Maintain ethical business conduct
  • Accept and comply with our General Purchase Order Terms and Conditions
  • Meet our specifications and requirements
  • Make competitive bids related to the relevant selection criteria
  • Adhere to applicable laws, standards and regulations

 

Contractor Health and Safety Manual

Read our full Contractor Health and Safety Manual here

 

Supplier Code of Business Conduct and Ethics

Purpose

subsidiaries’ Suppliers when doing business with or on behalf of Coeur Mining, Inc..

For the purpose of this policy, reference to the "Company" shall mean Coeur Mining, Inc. and/or any of its subsidiaries; "Suppliers" shall mean any commercial company that may provide goods and/or services or engage in business affairs for any other commercial purpose, and receive payments, for any aspect of the Company’s business including, but not limited to, exploration, development, construction, operations and reclamation and excluded from this definition of “Suppliers” are all transactions involving land purchases or leases, government agencies, utilities, financial institutions, charitable organizations, and any entity or joint venture partner of the Company; “Code” means this Code of Business Conduct and Ethics for Suppliers, as amended from time to time.

Policy Statement

The Company is committed to ensuring that all working conditions in its business operations are safe, that workers are treated with respect and dignity, and that all work activities are performed in an environmentally responsible manner and in accordance with the Company’s environmental, health, safety and social responsibility compliance standards.  By upholding its core values, the Company earns the trust of its stakeholders and creates shared value.  Suppliers are expected, in all of their activities, to maintain high ethical standards, acting with integrity, trust, respect, honesty and teamwork and to operate in full compliance with applicable laws, rules and regulations of the countries in which they operate. This Code goes further, drawing upon internationally recognized standards in order to advance social and environmental responsibility.  Suppliers are required to review the Company’s Code of Business Conduct and Ethics for Directors, Officers and Employees.

While this Code deals with major areas of concern, it cannot cover every situation which may arise. Suppliers are expected to exercise their own best judgment and discretion within the parameters of this Code, keeping in mind the high standards to which the Company is committed.

Workplace Standards and Practices and Compliance with the Law

Suppliers of products or services produced in or provided from the United States shall comply with all applicable federal, state and/or local laws and regulations in every jurisdiction in which the Supplier conducts business with, or on behalf of, the Company.  Suppliers of products or services produced or provided from outside the United States shall comply with applicable laws and regulations of relevant countries.  However, regardless of applicable laws and regulations, Suppliers must uphold the human rights of all workers by treating them with dignity and respect.  Local laws may in some instances be less restrictive than the guidelines set forth in this Code. Suppliers are expected to comply with this Code, even if the conduct would otherwise be legal under applicable local laws.  If local laws are more restrictive than this Code, Suppliers are expected to, at a minimum, comply with applicable local laws.

Suppliers retained by the Company and their agents and permitted subcontractors, are fully responsible for the quality, performance, behavior, supervision and protection of their personnel. The Company retains the right in its absolute discretion to require the removal of any personnel of a contractor or subcontractor from a job site in appropriate circumstances, for example: (a) if there is reasonable cause to believe a person is under the influence of alcohol, drugs or other substances that adversely affect that person's work or create a safety risk, (b) for commission of an illegal act, (c) for threatening or harassing the public or a Company employee, or otherwise engaging in abusive or disruptive conduct, (d) for violation of a Company policy, or (e) for performing an unsafe act.

Non-Discrimination
Suppliers are expected to judge their employees and subcontractors based upon their ability to do their jobs and not upon their physical and/or personal characteristics or beliefs, affirming the principle of no unlawful discrimination based on race, color, gender, religion national origin or sexual orientation.

No Harassment
Suppliers shall treat every employee with respect and dignity and shall not subject any employee to physical, sexual, psychological or verbal harassment or abuse.

Wages and Benefits
Suppliers are expected to compensate their employees fairly and competitively relative to their industry in full compliance with applicable local and national wage and hour laws.

Health, Safety and Environmental Practices

Safety is always the Company’s first consideration. Suppliers must apply safe work practices (including regulatory and contract specific requirements) and hold high regard for the quality of the environment in its conduct of all activities and exercise good judgment in work decisions. Suppliers performing work on our property or on our behalf must instill health, safety and environmental regard in every aspect of their work processes and in the attitude and behavior of all their employees.  

Adverse effects on the community, environment, and natural resources are to be minimized while safeguarding the health and safety of the public. Suppliers are required to complete all requisite health and safety training, or the equivalent thereof, upon entry and prior to any visit or conducting any business on any mine site, as required by the Mine Safety and Health Act and Company policy. Suppliers must comply with all applicable health, safety and environmental laws and regulations when conducting business with the Company. By way of example and not limitation, Suppliers performing work on our property or on our behalf must:

  1. Obtain and keep current all required environmental permits and registrations;
  2. Reduce, control and/or eliminate wastewater, waste and pollution at the source;
  3. Reduce, control and/or eliminate air emissions of volatile chemicals, corrosives, particulates, aerosols and combustion products;
  4. Conform to applicable labeling and warning requirements; 
  5. Timely report unsafe working conditions;
  6. Recycle as appropriate; and
  7. Identify, manage, store, move and handle hazardous substances in accordance with law.

No Alcohol or Drug Use
All Suppliers are required to strictly comply with all Company Drug and Alcohol Policies. Suppliers must not report to work or engage in any work for or on behalf of the Company, or in any fashion represent, or make any representations on behalf of the Company, while under the influence of illegal drugs or alcohol. In addition, suppliers may not possess illegal drugs or controlled substances while on the Company’s premises or while conducting business with or for the Company. This prohibition does not include legally obtained medications used as directed by a licensed medical practitioner that do not create a safety risk (e.g., impairment while operating machinery.)

Business Ethics

Suppliers must be committed to the highest standards of ethical conduct when dealing with workers, suppliers, government and regulatory authorities and the Company. Any and all forms of illegal or inappropriate activity, including, but not limited to, corruption, misrepresentation, extortion, embezzlement or bribery, are strictly prohibited and may result in termination of any or all agreements with the Company and possible legal action.  Records prepared for the Company, including records of work time and expenses, shall be accurate, truthful and complete, and shall meet applicable standards and requirements.  Most countries around the world have laws that prohibit making payments or giving anything of value to improperly influence government officials.  All Suppliers are expected to comply with all applicable anticorruption laws, including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended, which prohibits offering, promising, paying or providing, or authorizing the payment or providing of anything of value, directly or indirectly, to a foreign government official to improperly influence the recipient to misuse his or her official position for the purpose of obtaining or retaining business for or with, or directing business to, any person, or obtaining any improper business advantage.

Each Supplier should endeavor to deal fairly with the Company and its employees, directors, officers and external advisers.  None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice and uphold fair business standards in advertising, sales and competition.  Employees, subcontractors, agents or affiliates of Suppliers must act in a fair impartial manner and should avoid both real and perceived conflicts of interest in the business they conduct with or on behalf of the Company.

Suppliers must disclose information regarding their business activities, structure, financial situation, and performance in accordance with applicable law and prevailing industry practices.  

Gratuities

Gifts, entertainment, travel, per diem reimbursements, or any other form of gratuity may not be given or received by Supplier as a reward, encouragement or improper influence for preferential treatment.  Any Supplier that wishes to give or receive modest gifts and entertainment, to or from the Company or any of its employees, is subject to pre-approval by the Company’s management, and any approval may only be given outside of any actual or anticipated bidding/tendering process.

Proper Use of Company Assets and Information

Suppliers shall protect and conserve any resources made available by the Company and shall use them only for purposes authorized by the Company.  Company resources include tangible items, such as vehicles, equipment, facilities, consumables and computer and communication systems, as well as intangible items, such as the Company’s good name and reputation, employee productivity and sensitive information.

Suppliers shall respect and not infringe the intellectual property ownership rights of the Company and others, including, but not limited to, proprietary information, copyrights, patents, trademarks and trade secrets.

Supplier acknowledges that Company information is a valuable asset. Suppliers shall protect the Company’s confidential information and shall not divulge, dispose of inappropriately or copy any Company information that a prudent business person would consider sensitive or which is designated as sensitive, proprietary or confidential, whether delivered or granted access to in oral, written, electronic or visual form and whether or not marked as “confidential.” Such information includes, but is not limited to, strategic, personal, financial or unpatented technology information. Suppliers shall not use or allow the use of such information for securities transactions or any improper benefit or gain. It may be appropriate in some cases for the Company and Suppliers to agree to additional specific nondisclosure provisions. Suppliers shall not purport to make any announcements or release any information on behalf of any member of the public, press, official body, business entity or other person, or claim or imply any endorsement by the Company or the Company’s employees, without the express prior written consent of the Company.

Except as required by any applicable law, or otherwise permitted by prior written consent signed by an authorized person of the Company, Suppliers are not permitted to use the Company’s name, logo or trademarks or to make any public announcements or disclosures in relation to the subject matter of their contract or their dealings with any personnel of the Company.

Supplier acknowledges that the Company is a public company, subject to Federal and State laws prohibiting the buying, selling or making other transfers of securities by any person who possesses, or has access to, material non-public information concerning the Company.  Any Supplier who knows or has access to material non-public information regarding the Company shall not buy, sell, or transact in securities issued by the Company.  Suppliers shall ensure that all of Supplier’s employees, subcontractors, agents and any other third party that may know or gain access to any material non-public information concerning the Company, are made aware of the trade restriction and further ensure that no improper transactions are executed by the same.  Without regard to any penalties imposed by others, including but not limited to, the Securities and Exchange Commission and the New York Stock Exchange, willful violation of this Code constitutes grounds for immediate termination of any business relationship with the Supplier and any affiliated agreement.

Accuracy of Business Records

Supplier shall make and keep books and records that accurately and fairly reflect the Supplier’s transactions and dispositions with the Company, and to devise and maintain an adequate system of internal accounting controls.  Supplier must comply with all record keeping and retention best practices and laws, including the Foreign Corrupt Practices Act.  Supplier must record and report facts accurately, honestly and objectively. Supplier shall not hide, fail to record, or make false entries. All financial books and records must conform to generally accepted accounting principles.

Subcontractors

Suppliers must not use subcontractors in the performance of work for the Company without prior approval from the Company, and only after the subcontractor has agreed to comply with this Code. Suppliers must ensure that any subcontractor used has ethical and business practices that are similar to the Company’s standards and practices.

Audits and Inspections

Verification of compliance is subject to audits by the Company or a third party designated by or otherwise acceptable to the Company. Failure of Supplier to comply, or failure to work with the Company or a third party engaged by the Company, to correct non-complying situations is grounds for cancellation of open orders, discontinued services or termination of the business relationship.

Penalties for Non-Compliance

The Company reserves the right to terminate its business relationship with any Supplier who violates this Code or if any of Supplier’s employees, agents or subcontractors violate this Code. The Company reserves the right to terminate its business relationship with Suppliers who fail to provide written confirmation to the Company, upon request by the Company, that they have a program in place to monitor their suppliers and subcontractors for compliance with this Code. The Company reserves the right to require Suppliers to certify and acknowledge receipt and understanding of this Code, as frequently as the Company may determine in its sole discretion.

Relationship Between the Company and Supplier

This Code does not confer, nor shall it be interpreted, construed or deemed to confer, any rights on the part of third-parties, including any third-party beneficiary rights. For example, no employees of any Supplier shall have any rights against the Company by virtue of this Code, nor shall such employees have any rights to cause the Company to enforce any provisions of this Code, the decision with respect to any such actions being reserved by the Company in its sole discretion.

Conclusion

We thank you for your compliance with this important Code and look forward to a mutually beneficial relationship with all of our Suppliers based on the highest levels of ethical behavior.
Last Revised: December 17, 2012

General Purchase Order Terms and Conditions

1. Acceptance

This purchase order is an offer by the company identified on the face of this purchase order (the "Buyer") for the purchase of the goods (the "Goods") or services (the “Services”) specified, 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 will be deemed accepted by the Seller upon the first of the following to occur: (a) Seller making, signing, or delivering to Buyer any letter, form, or other writing or instrument acknowledging acceptance; (b) any performance by Seller under the Order; or (c) the passage of ten (10) days after Seller’s receipt of the Order without written notice to Buyer that Seller does not accept.  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, unless a separate overriding written contract has been entered into and signed by the parties. The Order expressly limits Seller's acceptance to the terms of the Order. These Terms expressly exclude any of Seller's terms and conditions of sale or any other document issued by Seller in connection with this Order. 

2. Delivery

Seller shall deliver the Goods and/or perform the Services at the delivery point (the “Deliver Location”), and on the date(s) specified in this Order (the "Delivery Date"). If no delivery date is specified, Seller shall deliver in full within a reasonable time of receipt of the Order. Timely delivery is of the essence. If Seller fails to deliver the Goods or Services in full, on the Delivery Date, Buyer may terminate the Order immediately and Seller shall indemnify Buyer against any losses, damages, and reasonable costs and expenses attributable to Seller's failure to deliver. 

3. Inspection

Buyer reserves the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may reject all or any portion of the Goods if it determines the Goods are defective or nonconforming. If Buyer requires replacement of the Goods, pursuant to Section 4, Seller shall promptly replace the nonconforming Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Order for cause pursuant to Section 8. Any inspection or other action by Buyer under this Section shall not affect Seller's obligations under the Order, and Buyer shall have the right to further inspection after Seller takes remedial action.

4. Cumulative Remedies

The rights and remedies under this Order are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise.  If Seller is in breach of the warranties set out in Section 9, Seller will, at its sole cost, replace or repair the Goods or re-perform Services to Buyer’s satisfaction.

5. Price and Payment

The price of the Goods or Services is the price stated on the face of this Order (the “Price”). Seller shall invoice Buyer for the Order within thirty (30) days of delivery. Unless otherwise stated in the Order, Buyer shall pay all properly invoiced amounts due to Seller within sixty (60) days after receipt of such invoice, except for any amounts disputed by Buyer.  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.  Without prejudice to any other right or remedy, Buyer reserves the right to set off any amount owing to it by Seller against any amount payable by Buyer to Seller. Payment of an invoice is not evidence or admission that the Goods or Services meet the requirements of the Order.

6. Hazardous Wastes

If at any time Seller generates any hazardous waste(s) on Buyer’s property or site, as defined in 40 C.F.R. §261.3, Seller will immediately notify Buyer and Seller will comply with Buyer’s policies and practices, and any applicable law, regarding management of hazardous wastes.

7. Change Order

Buyer may, from time to time, initiate changes by issuing to Seller written notices (each, a “Change Order”) that alter, add to, or deduct from the Goods or Services, but that are otherwise subject to the Terms of this Order. Seller will promptly comply with the terms of any Change Order.  

8. Termination

Buyer may terminate this Order, in whole or in part, for any reason upon thirty (30) days' prior written notice to Seller. In addition to any remedies provided herein, Buyer may terminate this Order with immediate effect, either before or after acceptance of Goods or Services, if Seller has breached any of the Terms herein. If the Seller becomes insolvent, commences or has commenced by it or against it bankruptcy proceedings, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Order. If Buyer terminates the Order for any reason, Seller's sole and exclusive remedy is payment for the Goods or Services received and accepted by Buyer prior to the termination.

9. Warranties

Seller warrants to Buyer that for a period of eighteen (18) months from the Delivery Date, all Goods, Services or Goods furnished in connection with Services will: (a) be new and free from any defects in workmanship, material and design; (b) conform to applicable specifications; (c) be fit for their intended purpose and operate as intended; (d) be free and clear of all liens, security interests or other encumbrances; and (e) not infringe or misappropriate any third party's intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance. If Buyer gives Seller notice of noncompliance, Seller shall, at its own cost and expense, promptly replace or repair the nonconforming Goods or Services.

10. Indemnification

Seller shall defend, indemnify, and hold harmless Buyer and Buyer's parent company, its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders, and employees (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, action, judgment, interest, penalty, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder (collectively, "Losses") arising out of or occurring in connection with Seller’s performance of its obligations or Seller's negligence, willful misconduct or breach of the Terms of this Order or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.  

11. Confidential Information

All non-public, confidential or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer's request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) rightfully and legally known to the Seller at the time of disclosure; or (c) rightfully and legally obtained by the Seller on a non-confidential basis from a third party.

12. Insurance

Seller shall, at its own expense, maintain, and carry insurance in full force and effect with financially sound and reputable insurers, which includes: (a) commercial general liability (including product liability) in a sum no less than $1,000,000 for each occurrence and $2,000,000 in the aggregate; (b) workers’ compensation insurance in compliance with the applicable laws of each jurisdiction affected by the Order; (c) if the Seller will use or provide for use of motor vehicles in providing and/or performing the Order, automobile (motor vehicle) insurance covering all liabilities for personal injury and property damage arising from the use of such vehicles, with limits of no less than $1,000,000. Upon Buyer's request, Seller shall provide Buyer with a certificate of insurance evidencing the coverage specified in this Order. 

13. Compliance with Law

Seller warrants and represents to Buyer that it is in compliance with and shall remain in compliance during performance of this Order and ensure that its employees, agents, contractors and subcontractors (the “Personnel”) comply with Buyer’s Supplier Code of Ethics, available on Buyer’s website, and all applicable laws, regulations and ordinances, including, without limitation, the Mine Safety and Health Act, Occupational Safety and Health Act, Toxic Substances Control Act, and Foreign Corrupt Practices Act. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits required by law to carry out its obligations under the Order. Seller shall comply with all export and import laws of all countries involved in the sale of Goods under this Order. Seller assumes all responsibility for shipments of Goods requiring any government import clearance.  If Seller fails to comply with the laws, orders, rules, ordinances and regulations and as a result Buyer is fined, Seller agrees to pay the fine and costs incident thereto or reimburse Buyer for payment. To the extent that Seller’s Personnel are required to enter onto Buyer’s site or property, Seller shall ensure that Personnel comply with Buyer’s health, safety and environmental policies and standards.

14. Shipping Terms

Delivery shall be made in accordance with the Terms of this Order.  The Order number must appear on all documents pertaining to the Order, invoices, packing lists, correspondence, and all shipping documents.  Seller shall not substitute material or ship more than the quantity ordered.  Supplier shall be solely responsible for and pay, all costs of delivering the Goods to the Delivery Location, including, without limitation, all shipping and freight costs and all duties, fees, tariffs or similar analogous taxes on imports/exports of the Goods (“Customs Duties”).  Supplier will take all reasonable steps to minimize Customs Duties costs.

15. Taxes

Unless specified otherwise on the face of the Order, the prices are inclusive of, and Seller shall be solely responsible for and pay, all federal, state, and local taxes, including, but not limited to, value added tax, goods and services tax, sales, use or consumption tax.  No sales or use tax shall be added when a valid tax exemption is indicated on the face of this Order by the Buyer.

16. Title and Risk of Loss

Unless otherwise specified in the Order, risk of loss of the Goods remains with Seller and title will not pass to Buyer until the Goods are delivered to and accepted by Buyer at the Delivery Location.

17. Force Majeure

Neither party shall be liable to the other for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party's fault or negligence, and which by its nature could not have been foreseen by such party ("Force Majeure Event"). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, terrorist acts, riots, strike, or embargoes. Seller's economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Order. If a Force Majeure Event prevents Seller from performance for a continuous period of more than fifteen (15) business days, Buyer may terminate this Order immediately by giving written notice to Seller.

18. Waiver and Release of Liens

Upon Seller receipt of amounts properly invoiced, Seller waives and releases all rights to, for itself and its subcontractors, and at its sole cost shall obtain prompt removal of any lien fixed against Buyer, for Goods or Services performed under this Order.

19. Relationship of the Parties

The Seller is an independent contractor of Buyer. Nothing contained herein shall be construed as creating any agency, partnership, employment or fiduciary relationship. Neither party shall have authority to bind the other party in any manner whatsoever.

20. Governing Law and Venue

All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the state, province or territory identified in the address for the Buyer on the Order, excluding its choice or conflict of law rules.  Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and/or state, provincial or territorial courts in the state, province or territory identified in the address for the Buyer on the Order and the courts of appeal from them.

21. Notices

All notices, consents, claims, demands, waivers and communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (return receipt requested, postage prepaid). A Notice is effective only upon receipt of the receiving party, and if the party giving the Notice has complied with the requirements of this Section 21.

22. Inconsistent Terms

The terms found on the face of this Order shall govern over the terms and conditions herein.  Any separate written overriding agreement signed by both parties shall govern over the terms of the Order.

22. Services

Any Seller that may perform Services represents itself as qualified and able to perform.  Seller shall perform Services pursuant to the industry standard of care.  Buyer will furnish materials, equipment and machinery only if and to the extent set forth in the Order.  Seller will report immediately to Buyer any event or circumstance which Seller knows or reasonably suspects is, or results from, a violation of Buyer’s policies or law set forth herein.  Seller will, at its sole cost and expense, repair or replace any real or personal property belonging to Buyer that Seller, its employees or agents may damage, destroy or remove while performing or result from performing this Order.

23. Survival

Provisions of this Order which by their nature should apply beyond any termination of this Order will remain in effect for the period expressed within the Section but not longer than a period of two (2) years.

24. Severability

If any term or provision of this Order is found invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term of this Order or invalidate or render unenforceable such term in any other jurisdiction.

25. Miscellaneous

Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without Buyer’s prior written consent. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment shall relieve the Seller of any of its obligations hereunder. No modification, alteration or amendment of the Order shall be binding unless agreed to in writing and signed by Buyer.  No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order by Buyer shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or privilege hereunder preclude any other exercise of any additional right, remedy, or privilege.