Welcome to the Suppliers Page for Northern Tier Energy, LLC. Northern Tier Energy places value on its relationship with its suppliers and other companies with whom we conduct business.. This suppliers’ web site has been developed to provide you with information to successfully provide us with goods and services and ensure that you receive prompt, accurate payment for services and materials provided.
Standard Purchase Order Terms & Conditions
Effective December 1, 2010
- ACCEPTANCE. Any acceptance of this Purchase Order (“Order”) is limited to acceptance of the express terms contained herein. No prior or current course of dealing, usage of trade or custom of the industry, or printed form of Seller, such as a billing invoice, bill of lading or packing list, shall modify or supplement the terms of this Order. No amendment, alteration, modification, or waiver of the terms of this Order shall be valid or enforceable unless in writing and signed by the party sought to be charged. Commencement of work or shipment of any part of the goods covered by this Order constitutes acceptance of all its terms and conditions.
- IDENTIFICATION AND INVOICING. The Order number must appear on every document or communication relative hereto. A packing slip must accompany each shipment. Seller shall render an invoice electronically or in duplicate original for each shipment or service applying against this Order. Invoices, with bills of lading or prepaid expense bills attached, shall be directed to the billing address as listed in the documentation accompanying this Order (“Documentation”) unless otherwise specified. Except where otherwise expressly provided in Order Documentation, payment shall be made thirty (30) days from the date of receipt of a correct invoice by Buyer’s accounts payable department. Invoices shall not cover more than one Order and must show cash discount terms. Buyer reserves the right to calculate the applicable discount period based on the terms agreed to by the parties. All electronic transmissions made pursuant to this Order shall be deemed by the parties to be the same as written communications for all purposes and for all applications of law (including any applicable statute of fraud).
- SHIPPING INSTRUCTIONS. All goods shall be shipped freight prepaid, F.O.B. destination, unless otherwise stated in the Documentation. Shipments shall be routed or shipped as specified in the Documentation, or where not specified via the least expensive method to meet Buyer’s delivery time and requirements as specified in the Documentation.
- DELIVERY. Time is of the essence, and Buyer may terminate this Order if delivery is not made or services are not performed by the date specified in the Documentation or if no date is specified, then within a reasonable time following acceptance of this Order or commencement of performance thereunder. No change in the scheduled delivery date or performance will be permitted without Buyer’s prior written consent. Buyer’s acceptance of goods or services delivered or performed after the scheduled delivery date will not waive Buyer’s rights with respect to such late delivery nor shall it constitute a waiver of future compliance with the terms hereof.
- INSPECTION/REJECTION. Goods are subject to Buyer’s inspection and approval at destination to insure compliance with the specifications of this Order. Buyer may reject goods for noncompliance and such goods shall remain the responsibility of Seller and any expenses incurred shall be for Seller’s account. Title to goods shall pass to Buyer upon delivery of conforming goods.
- TAXES. Buyer shall pay state and local sales or use taxes or provide an exemption certificate to Seller. Seller shall pay all other taxes which may be levied or become due as a result of this transaction.
- ASSIGNMENT. Seller shall not assign or subcontract any performance of this Order, including any right to payment, without Buyer’s prior written consent.
- DEFAULT. Buyer may, subject to the provisions of paragraph 9, by written notice to Seller, cancel all or any part of this Order or exercise any other remedy provided by law or in equity, if:
- Seller fails to deliver the goods or perform services within the time specified therefore;
- in Buyer’s good faith judgment, Seller fails to perform any of the other provisions of this Order, or fails to make progress so as to endanger performance of this Order in accordance with its terms, and does not cure such failure within a period of ten (10) days, or such longer period as Buyer may authorize in writing, after receipt of notice from Buyer specifying such failure;
- Seller is in breach of any of the terms or conditions of this Order; or
- Seller becomes insolvent or makes an assignment for the benefit of creditors, or there shall be instituted by or against Seller any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt or insolvency law.
- REMEDIES. If Buyer cancels this Order in whole or in part as provided in paragraph 8, Buyer may procure, upon such terms and in such manner as Buyer may deem appropriate, goods or services similar to those cancelled and Seller shall be liable to Buyer for any excess costs for such similar goods and services. Seller shall continue the performance of this Order to the extent not cancelled.
- FORCE MAJEURE. No failure in performance of any obligation assumed hereunder by either party shall be deemed a breach of this Order if the same arises from any cause beyond the reasonable control of such party.
- Seller warrants that all goods manufactured and supplied by Seller and all services performed by Seller under this Order shall conform to applicable specifications, drawings, samples, and descriptions, and shall be free from defects in material and workmanship for a period of eighteen (18) months after the date of shipment, or twelve (12) months after installation, whichever shall first occur (“Warranty Period”), except where the manufacturer offers an extended warranty longer than the above defined Warranty Period at no additional cost, then such extended warranty shall be the applicable Warranty Period. Buyer’s written approval of designs furnished by Seller shall not relieve Seller of its obligations under this warranty.
- During the Warranty Period, Seller, at its expense, (including without limitation costs of removal, packing, transportation and reinstallation) shall promptly either repair or replace any goods and services furnished to Buyer which fail to conform to the requirements of this Order. Goods that are repaired or replaced by Seller pursuant to this warranty shall be warranted, according to the terms hereof, for an additional twelve (12) months from the date of such repair or replacement. Seller will at any time be chargeable for repairs made by Buyer to correct such a failure to meet the warranty herein when Seller had been given notice of such failure and thereafter has failed to take prompt and effective action to correct the failure in accordance with the foregoing.
- Where it is not practical to return goods to Seller for repair during the Warranty Period, Seller shall perform such warranty work at Buyer’s facilities where the goods are located.
- Where the manufacturer of goods is other than Seller, then Seller shall obtain from such manufacturer and other vendors of the goods warranties and guarantees of a generally acceptable industry standard and duration with respect to materials and workmanship. Seller shall use its best efforts to obtain warranties that are freely assignable to Buyer, and that do not expire prior to twelve (12) months after the date of installation or eighteen (18) months after the date of shipment, whichever shall first occur. Notwithstanding any other provisions contained herein to the contrary, in the event Seller obtains more favorable warranties and guarantees than the minimum required by this Section, then such more favorable warranties and guarantees shall be made available to Buyer. All warranties and guarantees, regardless of length of term, shall be assigned to Buyer. Seller shall use its best efforts to cause such manufacturers and vendors of equipment and materials to perform their obligations under such warranties and guarantees.
- Seller warrants that all goods and the results of services performed shall, when delivered to Buyer, be free and clear of all liens, claims, charges or encumbrances of every kind.
- Seller warrants that all goods delivered under this Order shall be new, and that Seller has the right and authority to sell such goods to Buyer.
- Seller warrants that, with respect to the goods and performance of services pursuant to this Order, it shall and has complied with all applicable laws, rules and regulations.
- EXCEPT AS EXPRESSLY SET FORTH IN THIS ORDER, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE GOODS, THEIR MERCHANTABILITY, OR FITNESS FOR ANY INTENDED USE OR PURPOSE.
- INFRINGEMENT. Seller warrants that Buyer’s purchase, manufacture, installation, use and/or resale of the goods covered hereby will not result in any claim of infringement or actual infringement of any patent, trademark, copyright, franchise, or other intellectual property right or any claim of misappropriations of third party proprietary rights, e.g., trade secrets. Seller shall indemnify and hold Buyer harmless from and against all claims, losses, expenses, damages, causes of action and liabilities of every kind and nature, including reasonable attorneys’ fees, arising from or out of any breach of the foregoing warranty.
- SERVICE OR INSTALLATION OF WORK.
- Where Order requires the performance of service work or installation of goods by Seller upon any property or project of Buyer, Seller shall be required to execute a service contract with Buyer and comply with its terms and conditions.
- In the event that a service contract is not executed, the following conditions shall be applicable:
- i. Seller shall obtain, at its own expense, and maintain insurance coverage including, without limitation, workers’ compensation, property damage, public liability, personal injury, and employer’s liability with a combined single limit of at least five hundred thousand dollars ($500,000) per occurrence.
- ii. Seller shall keep the premises and work free and clear of all mechanics’ liens or claims; Seller shall promptly pay for all labor and material and if Seller fails to do so, Buyer, without waiving any rights or remedies against Seller for or by reason of such failure, may, but without obligation to do so, pay the same and deduct the amount of such payments from sums due Seller hereunder; and Buyer may withhold any payment to Seller until receiving such affidavits, waivers, and releases with respect to claims for labor and materials as Buyer may require.
- iii. Buyer shall have the right to terminate the service or installation work in whole or in part, without cause, at any time by notice in writing to Seller. Upon receiving notice of termination of the work, Seller shall promptly turn over to Buyer all the work, whether completed or not, and all materials, equipment and other resources in Seller’s or its subcontractor’s possession connected with the work. Title to and possession of the work shall immediately pass to and vest in Buyer unless such title has previously passed to Buyer. Upon termination of the work, the total settlement price through the date of cancellation shall be valued at rates and prices consistent with the amounts applicable to the work or, if on a cost reimbursable basis, consistent with time and material rates agreed between the parties. In no event shall Seller be entitled to anticipated profits or any damages because of such termination.
- Seller agrees to defend, indemnify and hold Buyer harmless:
- i. from any cause of action, demand, claim liability, loss or expense of every kind and nature, including attorney’s fees, for any injury to or death of persons (including employees of Buyer) or damage to property (including Buyer’s) incident to or arising from or alleged to arise from the design, manufacture, production or use of the goods described herein or services provided hereunder, except those proximately caused by Buyer’s sole negligence; and
- ii. from all liability or expense arising from violations by the Seller of any applicable laws, rules and regulations concerning the manufacture, sale, price and delivery of the goods or services provided for herein.
- Seller is solely liable for the acts and omissions of its employees, agents, contractors and subcontractors while on Buyer’s premises and Seller indemnifies and will defend and protect Buyer from all losses, claims, expenses and damages, including attorney’s fees, arising from or out of the presence or activity of Seller’s personnel while at Buyer’s premises.
- In no event shall either party be liable for punitive, indirect, incidental or consequential damages suffered by the other party.
- Seller agrees to defend, indemnify and hold Buyer harmless:
- PROPRIETARY RIGHTS. Where applicable, Seller and Buyer agree that work performed hereunder is a “work made for hire” under the Copyright Act. Otherwise, Seller agrees to assign to Buyer all copyright (worldwide) in work(s) originated by Seller under this Order.
- CONFIDENTIALITY. This Order is confidential between the Buyer and the Seller. Seller shall not publish or disclose any details concerning this Order to any third party without Buyer’s prior written consent.
- 1SEVERABILITY. In the event any one or more of the provisions of this Order shall for any reason be held invalid, illegal, or unenforceable, the remaining provisions of this Order shall be unimpaired.
- GOVERNING LAW. This Order shall be governed and construed for all purposes under and in accordance with the laws of the State of New York, except for any such law that would apply the law of other jurisdictions.
- AUDITS. If any part of the payment provided for hereunder is to be made on the basis of Seller’s costs or other flexible billing basis, Seller agrees to:
- maintain such books and records for a period of two (2) years from the date such costs were incurred, and
- make such books and records available to Buyer for audit at any reasonable time or times within said two (2) year period.
- WAIVER. Any failure of the Buyer to insist upon strict performance of any of the terms of this Order, or to exercise any rights hereunder, shall not be construed as a waiver of Buyer’s rights.
- EQUAL EMPLOYMENT OPPORTUNITY. Seller agrees to comply with all applicable equal employment opportunity laws.
- OSHA HAZARD COMMUNICATION STATEMENT/SARA TITLE III COMPLIANCE. The OSHA Hazard Communication Standard 29 CFR 1910, 1200 requires that a Material Safety Data Sheet (MSDS) be sent to a buyer of a hazardous product. The MSDS must accompany the initial shipment with a second copy forwarded to: St. Paul Park Refining Co. LLC, Attention: Industrial Hygienist, 301 St. Paul Park Rd., St. Paul Park, MN, 55071.
The SARA Title III further requires Seller to provide Buyer with the concentration (weight percent) of any “extremely hazardous substances,” as identified on 40 CFR Part 355, or any “toxic chemical,” as identified in 40 CFR Part 372, which are contained in goods under this Order.
Unless an MSDS and weight percentages are provided to Buyer, Seller represents and warrants to Buyer that the goods, in whole or in part, are not hazardous or toxic products subject to these regulations. Goods will be subject to return at Seller’s expense if required MSDS and SARA Title III information is not received.
St. Paul Park Refining Co. LLC – Instructions for Delivery of Goods & Materials
- Ship/deliver all items to the Warehouse (459 Third Street, St. Paul Park, MN 55071), unless the attached Purchase Order instructs otherwise.
- All packages (including drop shipments from third parties) must include a packing slip that shows St. Paul Park’s Purchase Order # and the quantity and part number for each item.
- St. Paul Park’s Purchase Order # must appear on the outside of every package, preferably on the shipping label.
- Material Safety Data Sheets (MSDS) must accompany all chemical shipments.
- Our normal receiving hours are Monday to Thursday 7:30AM to 4:00PM (closed Friday). Please inform all delivery companies of this schedule, excluding United Parcel Services and Federal Express. St. Paul Park’s Buyer will contact you if off-time delivery is required.
- Pallets must be appropriately sized and checked for stability and durability.
- 48-hour notice is required to schedule special unloading equipment (e.g. crane, over-sized forklift, etc.). Contact Bob Brickley 651-458-2667.
Meeting these commitments will be a responsibility shared by everyone, including employees, contractors, and third parties.
St. Paul Park Refining Co. LLC – Instructions for Invoicing
- We prefer that invoices be emailed to the address indicated on the Purchase Order Document
- Invoices must reference our Purchase Order #. St. Paul Park is not responsible for late fees if our Purchase Order # was missing from the original invoice.
- For Accounts Payable inquiries, please contact Colleen Perez at (651) 458-6829 or Colleen.Perez@NTEnergy.com.
St. Paul Park Refining Co. LLC – Accounting/Procurement Contact List
Ship To Address
St. Paul Park Refining Co. LLC
We are located in Washington County, MN.
Bill To Address
Email to: SPRF.AP@NTEnergy.com
St. Paul Park Refining Co. LLC