Purchasing Terms and Conditions
1. OFFER. The purchase order consitutes an offer to buy
goods or services according to the description and other terms set forth on its
face and reverse side. No additional or different terms offered by Seller shall
be or become part of the order, and any such terms are hereby rejected. The
order shall not be modified without the express written approval of Buyer.
2. NONWAIVER. Any waiver or failure of Buyer to require strict compliance with the provisions of the order in any respect shall not be deemed a waiver of buyer's right to insist upon strict compliance in other respects or thereafter in the same respect.
3. WARRANTY. Seller warrants that all goods and services covered by the order will be furnished in strict accordance with the provisions of the order, the specifications or drawings or other descriptions furnished by Buyer, and standards of all laws and governmental rules and regulations, relating to such goods and services, and shall be free from defects in design, material and workmanship. Buyer's approval of Seller's drawings shall not relieve Seller of any of its obligations.
4. INSPECTION. During manufacture or after delivery Buyer may inspect ant material, equipment or goods which have been or will be worked upon, produced or sold for the order. Goods or services which are nonconforming shall, at Buyer's option, be repaired, replaced or reperformed at Seller's sole expense, and any goods or services furnished pursuant to the repair, replacement or reperformence shall be subject to the same warranty as provided by paragraph 3. If Buyer rejects nonconforming goods, they may be returned at Seller's expense, without prior notice to Seller, unless Seller specifically objects to the provision in writing and stipulates in such writing, as condition of acceptance, that prior notice of rejection as to the goods covered by the order is required.
5. PATENTS. Seller shall at its expense settle or defend and pay costs and damages finally awarded in any suit against Buyer or its vendees to the extent based upon a finding that the design or construction of articles as furnished infinges a United States patent (except infingement occurring as a result of incorporating a design or modification at the request of Buyer); provided that Buyer promptly notifies Seller of any charge of such infringement and Seller is given the right to settle such charge and to defend or control the defense of any suit based upon such charge.This paragraph sets forth Seller's exclusive liability with respect to patents.
6. BUYER'S IDENTIFICATION. Seller agrees that Buyer's identification, such as trademarks, trade names, distinctive marking, or decorative styling shall be used on articles supplied to Buyer.
7. BUYER'S PREMISES. If any work under the order is to be performed on Buyer's premises, Seller shall perform such work in accordance with the safety rules of Buyer and applicable federal, state and local laws and regulations, Seller shall comply fully with the applicable laws pertaining to worker's compensation and unemployment compensation or insurance; and Seller shall indemnify and save harmless Buyer, its employees, agents, licenses and invitees from any and all losses, costs, damages, claims and expenses (including reasonable attorneys' fees) of any nature whatever relating to (a) injuries, occupational diseases or deaths of any employee or sub-contractor of Seller, to the extent compensable under the worker's compensation laws of that state; (b) bodily injuries, deaths or property damage caused by negligent or wrongful act of Seller, any sub-contractor of his, or any employee or agent of either, and (c) unemployment compensation or insurance, social security taxes, or other federal, state or municipal taxes, contributions or benefit payments measured by or based on employment of such employees. Prior to commencement of such work, Seller shall furnish to Buyer satisfactory evidence that Seller and its sub-contractors have full worker's compensation coverage, and have not less than bidily injury coverage of $250,000 per person, and $500,000 per occurrence, and property damage coverage of $500,000 per occurrence.
8. SELLER'S PURCHASES. Seller agrees that if any instruments, motors, motor controls, or other products required for filling the order are manufactured or sold by Buyer such items will be purchased from Buyer, provided Buyer's prices and delivery dates are competitive.
9. QUALITY ASSURANCE. Seller will maintain a quality assurance system which is adequate to detect and preevent shipment of nonconforming goods and services. Buyer reserves the right to evaluate adequacy of Seller's quality assurance system.
10. TOOLS AND MATERIALS. All tools, gauges, dies, fixtures, and patterns furnished by Buyer, or which Buyer specifically authorizes Sellerto aquire for work on the order, shall be the property of Buyer. They shall be listed and maintained in suitable condition to do the work, by and at the expense of Seller, and returned to Buyer at any time upon request, f.o.b. Seller's plant. Any material furnished to Seller on a "No-Charge" basis shall remain the property of Buyer and be fully accounted for, including scrap. Any such material scrapped because of defective workmanship of Seller shall be replaced or paid for by Seller.
11. CONFIDENTIAL INFORMATION. If any articles supplied under the order are made according to the Buyer's manufacturing information (designs, specifications, drawings and the like), or by means of any of Buyer's tools, dies, patterns or equipment, such tools, dies, patterns, equipment, and manufacturing information shall only be used to manufacture articles to Buyer's orders. Seller agrees to keep confidential all such manufacturing information and such tools, dies, patterns and equipment, incorporating Buyer's manufacturing information. Upon Buyer's request, Seller shall return to Buyer all such tools, dies, patterns, equipment and manufacturing information without keeping any copies thereof.
12. FLSA. Seller assures Buyer, and will include a certification on each invoice, that the articles covered by the order have been produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act, as amended, and the applicable regulations and orders of the United States Department of Labor issued under Section 14 thereof.
13. EQUAL OPPORTUNITY/AFFIRMATIVE ACTION. Seller will
comply with all provisions of Executive Order 11246 as amended, the provisions
found in 41 C.F.R. sec. 60-741.4 (Handicapped Persons) and sec. 60-250.4
(Veterans), and all relevant rules, regulations, and orders of the Secretary of
14. TERMINATION. Buyer may at any time terminate the work on the order for its own convenience in whole or in part by writing, by telegraph, or by verbal notice promptly confirmed by written or telegraphic notice. In the event, any claim arising out of such termination shall be settled exclusively by Buyer's reimbursing Seller for costs actually and properly incurred by Seller for the purchase, assembly or manufacture of the goods with due allowance for their salvage value after Buyer has had full opportunity to recommend disposition and audit Seller's costs.
15. PACKING. No charges for blocking, boxing, crating, dunnage, packing, drayage, cartage or demurrage will be allowed without the specific written approval of Buyer. All shipments must be adequately boxed or crated, with any special handling clearly marked, and the contents protected to prevent damage in transit, and in the case of export shipments must be waterproofed and meet all export shipping requirements. Material for two or more of Buyer's factory divisions must be shipped in seperate boxes or containers for the different divisionsand so marked,
16. LABELING. Buyer's purchase order number shall appear conspicuously on each package, box, keg, bale, bundle, or other type of container. If the order covers stationary printing, a label must also be placed on the outside of easch package showing Buyer's purchase order number, date ordered, quantity, and form number. Local and warehouse shipments of steel and bar stock will be marked or tagged in some manner to permit prompt identifiaction upon receipt.
17. DOCUMENTS. SHIPPING DOCUMENTS IN DUPLICATE AND A SEPARATE INVOICE IN TRIPLICATE FOR EACH SHIPMENT ON THE ORDER MUST BE MAILED TO BUYER'S PLANT OR OFFICE ISSUING THE ORDER ON THE SAME DAY SHIPMENT IS MADE. When material is invoiced by Seller but shipped by another concern the invoice shall bear the name of the shipper and the point from which shipment originated. ALL SHIPMENTS MUST CONTAIN PACKING LISTS GIVING DESCRIPTION OF MATERIAL QUANTITY AND PURCHASE ORDER NUMBER. IF SHIPMENT IS NOT MADE F.O.B. DESTINATION, SHIPMENT MUST BE MADE FREIGHT CHARGES COLLECT. Buyer's count shall be accepted as final on all shipments not accompanied by packing lists.
18. DELIVERY DATE. Shipment must be made to meet the required date specified. Time is of the essence. Production schedules established or commitments made to satisfy the required date must not contemplate production or procurement in advance of the current lead or procurement time required to meet such date, without the specific written approval of Buyer. On premature shipments, Buyer may return goods at Seller's expense, and in any event payment will be withheld and any discount period will begin to run from the required date specified. Buyer, without waiving any other legal rights, reserves the right to cancel without charge or to postpone deliveries of any of the goods or services covered by the order which are not shipped in time to meet the required delivery date. Seller shall not be liable for any damages suffered by Buyer do to Seller's failure to deliver on the required delivery date if such delay in performance is due to causes beyond its control, such as act of God, war, act of government, governement priorities or allocations, act of Buyer, fire, flood, strike, sabotage, or delay in transportation, and if Seller gives Buyer notice in writing of the causeof delay within a reasonable time after the beginngin thereof.
19. ROUTING. Seller shall route shipmentsas instructed. In the absence of specified routing instructions, such instructions are to be requested from buyer.
20. TITLE. Unless the face of the order expressly provides otherwise, delivery shall be f.o.b. final destination, and title to the risk of loss of the goods shall remain with Seller until delivery to unloading facilities at final destination.
21. PRICE. Seller certifies that amounts invoiced under the purchase order will not exceed the maximum levels established under any applicable governmental price control program. Any excess shall promptly be refunded.
22. PAYMENT. Buyer's account with Seller will be paid within thirty (30) days after receipt of invoice or shipment, whichever is received later, except where cash discounts apply or other terms specified. If correct invoices do not reach Buyer within three (3) days from invoice date, payment deadlines and any discount periods will be calculated from the date of receipt of the correct invoice.
23. TAXES. Any applicable Sales or Use or Federal Excise Taxes shall be shown seperately on the invoice.
24. LAWS AND REGULATIONS. Seller warrants that the goods and/or services furnished hereunder shall be in compliance with all applicable federal, state and local laws and regulations supplementary thereto, and Seller will indemnify and hold harmless purchaser against any costs, liabilty or losses arising out of Seller's noncompliance. If the goods furnished by Seller are basic components as defined in 10 CFR 21, Seller must comply with provisions of said Regulation.
25. NONASSIGNABLE. The order or the monies due thereunder may not be assigned in whole or in part without the written sonsent of Buyer
26. HEADING. The headings herein are for reference only and are not a part of the terms and conditions.
27. RIGHTS. Buyer retains generally all rights and remedies granted to it by operation of law in addition to those set forth herein.