Terms & Conditions of Purchase
- Order
The purchase order and the terms and conditions contained herein constitute the sole and entire agreement of the parties with respect to the purchase of the goods, 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 this order..
- Packaging and Shipment
Material shall be suitably packed to secure lowest transportation costs and to conform with the requirements of common carriers and any applicable specifications. Buyer’s order numbers and symbols must be plainly marked on all invoices. Buyer’s count or weight shall be final and conclusive on shipments not accompanied by packing lists.
- Pricing
Seller represents and warrants that the price for the goods is the lowest price charged by Seller to any of its external buyers for similar volumes of similar goods. If seller charges any other buyer a lower price, Seller must apply that price to all products sold to Buyer hereunder.
- Warranty
Seller warrants to Buyer and its customer that:
(a) All material and work covered by this order will conform to the specifications, drawings, samples, symbols or other description specified by Buyer and will be merchantable, of good material and workmanship and free from defect.
(b) All material and work covered by this order which is in accord with Seller’s design, drawings or specifications will be fit and sufficient for the purpose intended.
- Inspection
All material and work will be subject to final inspection and approval by Buyer after delivery, notwithstanding prior payment, it being expressly agreed that payment will not constitute final acceptance. Buyer at its option may either reject any material or work not in conformity with the requirements or terms of this order, or re-work the same at Seller’s expense. Buyer may reject the entire shipment where it consists of a quantity of similar goods and sample inspection discloses that ten (10%) percent of the goods inspected are defective, unless Seller agrees to reimburse Buyer for the cost of a complete inspection of the goods included in such shipment
- Delivery
Delivery shall be in accordance with Buyer’s delivery schedule. Material fabricated beyond Buyer’s releases is at Seller’s risk. Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Buyer’s delivery schedule, and, unless otherwise specified herein, no deliveries shall be made in advance of Buyer’s delivery schedule.
- Statement of Account
An itemized statement of account must be promptly sent to Buyer’s Accounting Department to meet terms of payment particularly if a discount is involved. Delays in receiving statement or invoice and also errors and omissions on statement, will be considered just cause for withholding settlement without losing discount privilege.
- Special Tools
Unless otherwise herein agreed, special tools, dies, jigs, fixtures and patterns (hereinafter collectively referred to as “Special Tooling”) used in the manufacture of said goods shall be furnished by and as the expense of Seller, shall be kept in good condition and when necessary shall be replaced by Seller without expense to Buyer. Buyer may at any time and at its sole discretion reimburse Seller for the cost of any of the Special Tooling and/or replacements and become the owner and entitled to the possession of same.
- Buyer’s Property in Seller’s Possesion
Title to any property furnished by Buyer hereunder on other than a charge basis shall, at all times, remain in Buyer, but Seller assumes the risk of and shall be responsible for any loss thereof or damage thereto however caused.
Buyer shall not be liable for any loss, damage or expense resulting directly or indirectly from any delay in delivery or non-delivery of such property to be furnished by Buyer or from the use of such property furnished by Buyer which is defective. Buyer’s liability being expressly limited to the replacement of defective property upon return thereof to Buyer within two (2) months from receipt thereof by Seller.
- Taxes
Seller agrees that unless otherwise indicated in this order, (a) the prices herein do not include any state or local sales, use, or other tax from which an exemption is available for purposes of this order, and (b) the prices herein include all other applicable federal, state and local taxes in effect at the date of this order. Seller agrees to accept and use tax certificates when supplied by Buyer if acceptable to the taxing authorities, in case it shall be determined that any tax included in the prices herein was not required to be paid by Seller. Seller agrees to notify Buyer and to make prompt application for the refund thereof, to take proper steps to procure the same and when received, to pay the same to Buyer.
- Changes
Buyer, with Seller’s consent, may make written changes, if any, within the general scope of this order, in any one or more of the following: (a)drawings, designs or specifications, where the supplies to be furnished are to be specially manufactured for the Buyer in accordance therewith; (b)method of shipment or packing; (c)place or time of delivery, and; (d)property to be furnished by Buyer, if any such change causes an increase or decrease in the cost of, or the time required for, performance of this order, an equitable adjustment shall be made in the price or delivery schedule, or both, and the order shall be modified in writing accordingly No change to this order is binding upon Buyer unless it is in writing, specifically states that it amends this order and is signed by an authorized representative of Buyer.
- Patent Indemnity Clause
Seller guarantees that the sale or use of the Seller’s products will not infringe any U.S. or foreign patent and Seller shall save Buyer harmless from all judgements and decrees that may be entered against Buyer or Buyer’s vendees, mediate or immediate and against all costs and expenses that Buyer shall incur by reason of any infringement of claim therefore whether such infringement be direct or indirect, by use of Seller’s products with Seller’s knowledge of its intended use
- Drawings/Confidential Information
All drawings, specifications and data furnished by Buyer to Seller hereunder shall remain the property of Buyer and shall not be disclosed by Seller and shall be used by Seller only as and to the extent required for the performance of this order, unless the Buyer shall otherwise approve in writing. Upon completion of work by Seller under this order and upon Buyer’s request, Seller shall promptly return to Buyer all drawings, specifications and other data furnished by Buyer in connection therewith, together with all copies or reprints then in Seller’s possession or control, and Seller shall thereafter make no further use either directly or indirectly of any such drawings, specifications or data or any information derived therefrom, without Buyer’s prior written consent.