TERMS AND CONDITIONS
Acceptance Agreement Sellers’ commencement of work on the goods subject to this
purchase order or shipment of said goods, whichever occurs first, shall be deemed an
effective mode of acceptance of this purchase order. Any acceptance of this purchase order is
limited to acceptance of the express terms contained on the face and back hereof. Any proposal
for additional or different terms or any attempt by Seller to vary in any degree any of the
terms of this offer in Seller’s acceptance is hereby objected to and rejected, but such proposals
shall not operate as a rejection of this offer unless such variances are in the terms of the
description, quantity, price or delivery schedule of the goods, but shall be deemed a material
alteration thereof, and this offer shall be deemed accepted by Seller without said additional or
different terms. If this purchase order shall be deemed an acceptance of a prior offer by
Seller, such acceptance is limited to the express terms contained on the face and on the back
hereof. Additional or different terms or any attempt by Seller to vary in any degree any of
the terms of this purchase order shall not be deemed material and are objected to and
rejected, but this purchase order shall not operate as a rejection of the Seller’s offer unless
it contains variance, in the terms of the description, quantity, price or delivery schedule of
Purchaser reserves the right to terminate this
order or any part hereof for its sole convenience. In the event of such termination. Seller shall
immediately stop all work here-under, and shall immediately cause any of its suppliers or
subcontractors to cease such work. Seller shall be paid a reasonable termination charge
consisting of a percentage of the order price reflecting the percentage of the work performed
prior to the notice of termination, plus actual direct cost resulting from termination. Seller
shall not be paid for any work done after receipt of the notice of termination, nor for any costs
incurred by seller’s suppliers or subcontractors which Seller could reasonably have avoided.
Termination for Cause Purchaser may also terminate this order or any part hereof for cause
in the event of any default by the vendor, or if the vendor fails to comply with any of the terms
and conditions of this offer. Late deliveries, deliveries of products which are defective or
which do not conform to this order, and failure to provide Purchaser, upon request, of
reasonable assurances of future performance shall all be causes allowing Purchaser to
terminate this order for cause. In the event of termination for cause, Purchaser shall not be
liable to Seller for any amount, and Seller shall not be liable to Purchaser for any and all
damages sustained by reason of the default which gave rise to the termination.
Proprietary Information – Confidentially – Advertising Seller shall consider all information
furnished by Purchaser to be confidential and shall not disclose any such information to any
other person, or use such information itself for any purpose other than performing this
contract, unless Seller obtains written permission from Purchaser to do so. This paragraph
shall apply to drawings, specifications, or other documents prepared by Seller for Purchaser
in connection with this order. Seller shall not advertise or publish the fact that Purchaser has
contracted to purchase goods from Seller, nor shall any information relating to the order be
disclosed without Purchaser’s written permission. Unless otherwise agreed in writing, all
commercial, financial or technical information disclosed in any manner or at any time by
Seller to Purchaser shall be deemed secret or confidential and Seller shall have no rights
against Purchaser with respect thereto except such rights as my exist under patent laws.
Warranty Seller expressly warrants that all goods or services furnished under this agreement
shall conform to all specifications and appropriate standards, will be new, and will be free
from defects in material or workmanship. Seller warrants that all such goods or services will
conform to any statements made on the container or labels or advertisements for such goods
or services, and that any goods will be adequately contained, packaged marked and labeled.
Seller warrants that all goods or services furnished here-under will be merchantable, and will
be safe and appropriate for the purpose for which goods or services of that kind are normally
used. If Seller knows or has reason to know the particular purposed for which Purchaser
intends to use the goods or service, Seller warrants the goods or services furnished will
conform in all respects to samples. Inspection, test, acceptance or use of the goods or services
furnished here-under shall not affect the Seller’s obligation under this warranty, and such
warranties shall survive inspection, test, acceptance and use. Seller’s warranty shall run to
Purchase, in successors, assigns and customers, and users of products sold by Purchaser.
Seller agrees to replace or correct defects of any goods or services not conforming to the
foregoing warranty promptly, without expense to Purchaser, when notified of such nonconformity
by Purchaser, provided Purchaser elects to provide Seller with the opportunity to do so.
In the event of failure of Seller to correct defects in or replace nonconforming goods or
services promptly, Purchaser, after reasonable notice to Seller, may make such corrections
or replace such goods and services and charge Seller for the cost incurred by Purchaser in
Seller warrants that the prices for the articles sold to Purchaser here-under are
not less favorable than those currently extended to any other customer for the same or similar
articles in similar quantities. In the event Seller reduces its price for such article during the
terms of this order, Seller agrees to reduce the prices hereof correspondingly. Seller warrants
that prices shown on this purchase order shall be complete, and no additional charges of any
type shall be added without Purchaser’s express written consent. Such additional charges
include but are not limited to shipping, packaging, labeling, customs duties, taxes, storage,
insurance, boxing, and crating.
Purchaser may delay delivery or acceptance occasionally by causes beyond
its control. Seller shall hold such goods at the direction of the Purchaser and shall deliver them
when the cause affecting the delay has been removed. Purchaser shall be responsible only for
Seller’s direct additional costs in holding the goods or delaying performance of this agreement
at Purchaser’s request. Causes beyond Purchaser’s control shall include but are not limited to
government action or failure of the government to act where such action is required, strike or
other labor trouble, fire, or unusually severe weather.
Seller agrees upon receipt of notification to promptly assume full responsibility for
defense of any suit or proceeding which may be brought against Purchaser or its agents,
customers, or other vendors for alleged patent infringement, as well as for any alleged unfair
competition resulting from similarity in design, trademark, or appearance of goods or services
furnished here-under, and Seller further agrees to indemnify Purchaser, its agents and customers
against any and all expenses, losses, royalties, profits and damages including any settlement.
Purchaser may be represented by and actively participate through its own counsel in any such
suit or proceeding if it so desires, and the costs of such representation shall be paid by Seller.
Insurance In the event that Seller’s objections here-under require or contemplate performance
of services by Seller’s employees or persons under contract to Seller, to be done on
Purchaser’s property, or property of Purchaser’s customers. the Seller agrees that all such
work shall be done as an independent contractor and that the persons doing such work shall
not be considered employees of the Purchaser. Seller shall maintain all necessary insurance
coverage’s, including public liability and Workmen’s Compensation Insurance. Seller shall
indemnify and save harmless and defend Purchaser from any and all claims or liabilities
arising out of the work covered by this paragraph.
eSeller shall defend, indemnify and hold harmless Purchaser against all
damages, claims or liabilities and expenses (including attorney’s fees arising out of or resulting in
any way from any defect in the goods or services purchased here-under, or from any act or
omission of Seller, its agents, employees or subcontractors. This indemnification shall be in
addition to the warranty obligations of the Seller.
Purchaser shall have the right at any time to make changes in place of delivery and method of transportation with 15 business days prior notice.
If any such changes cause an increase or decrease in the cost, or the time required for the
performance. an equitable adjustment shall be made and this agreement shall be modified in
writing or verbally agreed upon accordingly. Seller agrees to accept any such changes subject to this paragraph.
Inspection/Testing Payment for the goods delivered here-under shall not constitute
acceptance thereof. Purchaser shall have the right to inspect such goods and to reject any or
all of said goods supplied in excess of quantities called herein may be returned at Sellers
expense and, in addition to Purchaser’s other rights, Purchaser may charge Seller all expenses
of unpacking, examining, repacking and reshipping such goods. In the event Purchaser
receives goods whose defects or nonconformity is not apparent on examination, Purchaser
reserves the right to require replacement. Nothing contained
in this purchase order shall relieve in any way the Seller from the obligation of testing, inspection
and quality control.
This purchase order, and any documents referred to on the face hereof,
constitute the entire agreement between the parties.
Assignments and Subcontracting No part of this order may be assigned or subcontracted
without the prior written approval of Purchaser.
Set off All claims for money due or to become due from Purchaser shall be subject to
deduction or set off by the Purchaser by reason of any counterclaim arising out of this or any
other transaction with Seller.
If in order to comply with Purchaser’s required delivery date it becomes necessary
for Seller to ship by a more expensive way than specified in this purchase order any increased
transportation cost resulting therefore shall be paid for by Seller unless the necessity for such
rerouting or expedited handling has been caused by Purchaser.
Waiver Purchaser’s failure to insist on performance of any of the terms or conditions herein
or to exercise any right or privilege or Purchaser’s waiver of any breach here-under shall not
thereafter waive any other terms, conditions, or privileges, whether of the same or similar
Delivery Time is of the essence of this contract, and if delivery of items or rendering of
services is not completed by the date promised, Purchaser reserves the right, without liability, in
addition to its other rights and remedies, to terminate this contract by notice effective when
received by Seller as to items not yet shipped or services not yet rendered and to purchase
substitute items or services elsewhere and charge Seller with any loss incurred.
In no event shall purchaser be
liable for anticipated profits or for incidental or consequential damages. Purchaser’s liability
or any claim of any kind for any loss or damage arising out of or in connection with or resulting
from this agreement or from the performance or breach thereof shall in no case exceed the
price allowable to the goods or services or unit thereof which gives rise to the claim. Purchaser
shall not be liable for penalties of any description. Any action resulting from any breach on
the part of Purchaser as to the goods or services delivered here-under must be commenced
within one year after the cause of action has accrued.