Purchase Order Terms Of Service

Purchase Order Terms and Conditions

1. Title to the goods and all risk of loss during shipment, and if from foreign point until approval by United States Governmental Department or Agency having jurisdiction, shall be in Seller irrespective of F.O.B. point or other terms. If shipment is from a foreign point, Seller shall comply fully with the provisions of the customs laws of the country of import in regard to valuation for duty, etc.
2. Seller must show delivering carrier on Bill of Lading and must follow Buyer's routing instructions unless (1) lower transportation charges would result from use of one of the package services available or (2) deviation is necessary to protect transit or lowest rate making route. Excess transportation or other costs resulting from any other deviation shall be borne by Seller.
3. Seller's name and Buyer's purchase and shipping order numbers must be on all invoices, packages, shipping documents, and correspondence.
4. Discount period, if any, shall begin when Buyer shall have received both invoice and proper shipping papers, or upon Buyer's receipt of the goods, whichever is later.
5. Time of delivery is of the essence in this Order. If Seller fails to make shipment as per time specified herein, or if no time is specified, within five (5) days of receipt of shipping order, Buyer reserves the right to refuse any goods and cancel this order, and any advance payments shall be returned to Buyer within five (5) days. Buyer may cancel any portion of this Order which remains unfilled after the beginning of any bankruptcy proceedings by or against Seller or after the appointment of any assignee for the benefit of Seller's creditors or of a receiver. Buyer's partial payments to obtain discounts, payments for, or acceptance of all or any part of the order shall not bind Buyer to accept future shipments nor deprive it of the right to cancel or to return at Seller's expense all or any portion of the goods because of failure to conform to order, or by reason of defects latent or patent, or other breach of warranty, or to make any claim for damages, including manufacturing costs and other consequential and special damages occasioned by the Buyer. Such rights shall be in addition to any other remedies provided by law.
6. Buyer reserves the right to reject any articles or materials not in accordance with warranties, or shipped contrary to shipping instructions, and to return same at Seller's account. Unless otherwise specified, Buyer's count and/or weight will be accepted as final. Articles or materials returned are not to be replaced except on written instructions from Buyer. Failure to give notice of defects to seller shall not constitute a waiver of breach of warranty or of any other condition.
7. Seller warrants that the articles and materials furnished under this Order will comply with the specifications, are fit for the purpose intended and merchantable and are subject to Buyer's inspection upon receipt, as referred to under Paragraph 6 above. Seller warrants all articles and materials to be free from defects in materials or workmanship and are for use and shipped in accordance with all applicable Federal, state and local laws. All warranties and conditions shall survive acceptance and Buyer reserves the right to require Seller to replace any articles and materials not supplied in accordance with those warranties free of cost to Buyer. To the extent that any federal, state or local laws or ordinances are applicable to the goods furnished hereunder, the guarantees contained in such laws and ordinances or rules and regulations issued thereunder are incorporated herein by reference and shall be continuing and binding upon Seller. Seller warrants for a period of one year from the date of installation and/or acceptance, that all articles and materials furnished or installed pursuant to this Order will function satisfactorily, if either installed by Seller or properly installed by others, and if operated and maintained in accordance with normal operating procedures and Seller's instructions, if any.
8. Seller warrants that all applicable provisions of the Fair Labor Standards Act, as amended and of regulations and orders issued thereunder will be complied with and that nothing furnished hereunder shall be manufactured in violation of any Federal or State Child Labor Wage & Hour, or Occupational Safety & Health Law. In connection herewith, Buyer may upon notice inspect Seller's plant and facilities at reasonable times to determine compliance with warranties. Seller warrants that the prices for goods purchased hereunder and all allowance made and services provided in connection therewith are not discriminatory and not violative of the Federal Trade Commission Act or Robinson-Patman Act, or any similar applicable State or Federal Law or any regulation, rule, order, or decision pertaining thereto and Seller shall so certify when and in such form as Buyer may require. Seller shall comply with the Equal Employment Opportunity Clause in Section 202 of Executive Order 11248 as amended and the Affirmative Action Clauses in 41GFR80-250-4 and 41CFR60-741-4 relative to affirmative action for veterans and the handicapped and applicable implementing rules and regulations of the Office of Federal Contract Compliance Programs which are incorporated herein by specific reference. Seller will comply with all State and Federal Laws regarding occupational safety and health. All Seller warranties and indemnities in this Order are in addition to any other Seller warranties express or implied, or as provided by applicable law.
9. Acceptance of this order shall constitute an agreement upon Seller's part to indemnify and hold the Buyer, its successors, assigns and customers harmless from all liability, loss, damage and expenses, including reasonable counsel fees, incurred or sustained by Buyer, or its successors, assigns or customers by reason of the failure of goods to conform to the warranties in this Order. Such indemnity shall be in addition to any other remedies provided by law, and shall survive acceptance of the goods and payments therefore by the Buyer. Seller agrees to defend and indemnify Buyer and hold it harmless from and against all liability, loss, damage and expense, including reasonable counsel fees, resulting from any actual or claimed trade secret, trademark, patent or copyrights infringements or other literary or artistic rights affecting the articles or materials furnished hereunder, or any litigation based thereon and such obligation shall survive acceptance of the goods and payment therefore by Buyer. If this Order relates to procurement of, or work on machinery or equipment differing in structure or mode or operation from any item previously made by Seller, Seller agrees that every invention, improvement or discovery (whether or not patentable) conceived or first actually reduced to practice in filling this Order, or in the performance of any research, design, or development work relating to the subject matter of this Order and which was done at the request of the Buyer, shall be the sole property of the Buyer. Seller shall keep such inventions, improvements or discoveries in strictest confidence and shall neither use nor divulge any information relative thereto to anyone without Buyer's written consent. Seller agrees to indemnify and save Buyer harmless and upon request defend Buyer from all loss, liability, damages and claims for damages, suits, recoveries, judgments or executions (including costs, expenses, and reasonable attorneys' fees) which may be made, had, brought or recovered by reason of or on account of injury to the property of any person whomsoever, or to any person (including death resulting therefrom) including Seller and its employees, caused by, arising from, incident to, connected with or growing out of this Order. If this Order covers the performance of labor at Buyer's premises or if the performance of labor by Seller at the Buyer's premises results from or is incidental to the Seller's supplying the articles materials, equipment, parts and/or work covered by this Order, Seller shall carry Workers' Compensation, Public Liability, Bodily Injury and Property Damage Insurance, and Automobile Liability, Bodily Injury and Property Damage Insurance. Said insurance shall be in amounts and with companies satisfactory to Buyer. Seller, upon request of Buyer, shall submit policies or certificates of insurance covering all required insurance to Buyer for approval before beginning the work. In case of failure to furnish said policies and/or certificate of insurance, or cancellation of any required insurance, Buyer may terminate this order.
10. Any designs, tools, patterns, drawings, equipment or other information supplied by Buyer to Seller in relation to or for use in supplying articles and/or services ordered hereunder shall remain the sole property of Buyer. By accepting this Order, Seller expressly agrees that it will keep such material in strictest confidence and will neither use nor disclose to others any information relative thereto without Buyer's written consent. On completion of this Order, all such materials shall be returned to Buyer.
11. Seller shall not without Buyer's written consent, charge Buyer higher prices than specified herein, or if this Order does not contain a price term, charge prices higher than last charged or quoted for goods or services described herein. Discounts offered for cash is to appear on invoices. Bills will be paid by voucher checks. NO DRAFTS WILL BE ACCEPTED, unless by prior arrangement. Delay in mailing invoices at time of shipment, and any errors on or omissions from statements or invoices will be considered just cause for withholding settlement and shall give Buyer the right to compute discount terms from date of receipt of invoice. If before all deliveries under this Order are completed, Seller reduces its price on the articles or materials covered hereunder for the quantity ordered, Buyer will receive benefit of such reduction on any undelivered portion of this Order. In the event of an imposition of any tax on the articles and materials furnished hereunder which must be borne by Buyer, Seller agrees to remit to Buyer any refund which Seller might receive by reason of the unwarranted collection of such tax. No charges will be allowed for packing, boxing, drying or storage unless stated herein. When terms of delivery or conditions of this Order are F.O.B. Buyer's plant, all transportations charges shall be paid by Seller. Shipments shall be made by routes or methods affording the lowest costs, unless specified by Buyer.
12. If this Order specifies the furnishing of a bond, Seller will arrange to have issued Faithful Performance and/or Maintenance Bonds in an amount commensurate with this Order. These bonds are to be executed and paid for by Seller as principal, and filed with Buyer.
13. Seller may not, without Buyer's written consent, assign or transfer, voluntarily or by operation of law, this Order, nor subcontract with any other party for performance hereunder. Buyer may assign its rights and obligations hereunder, in whole or in part, to any party without the consent of Seller.
14. Fires, accidents, or strikes, in the plants of either party, war conditions or Governmental acts or regulations, or other causes beyond the control of parties, rendering Buyer unable to receive or Seller to deliver, or cessation of operation Buyer's plant for which order is destined, may, at the option of either party, render this Order inoperative during the continuance thereof, provided that if any such cause continues for more than thirty days, Buyer may at its option, cancel this Order.
15. This Order and any specifications attached hereto by Buyer contain the entire understanding of Buyer and Seller. None of the terms and conditions contained in this Order may be added to, modified, superseded or otherwise altered, nor shall any agreement or other understanding purporting to modify the terms and conditions hereto be binding upon Buyer unless otherwise agreed to by Buyer in writing on or subsequent to the date of this Order. Each shipment received by Buyer from Seller shall be deemed to be accepted only upon the terms and conditions contained herein and no terms or conditions in any quotation, confirmation or acknowledgement heretofore or hereafter sent by Seller, contrary to those set forth in this Order shall apply notwithstanding Buyer's act of accepting or paying for any shipment or similar act of Buyer. The furnishing of any goods or services hereunder shall, at Buyer's option, constitute Seller's acceptance of the terms and conditions stated on both sides of this Order.
16. This Order shall be construed in accordance with the laws of the State of New York.
17. The terms of this Order shall be subject to any other written agreements between the parties relating to the same subject matter. In the event of a conflict, the applicable terms of those written agreements control.