Purchasing Terms and Conditions
Updated February 2015
1. ACKNOWLEDGMENT AND ACCEPTANCE: The issuance of this Order to Seller constitutes an offer expressly limited to the terms contained herein. Seller’s acceptance is expressly made conditional on assent to the terms hereof. Any addition, change or deletion in these terms by Seller in Seller’s acknowledgment form or otherwise communicated to Buyer shall be deemed a material alteration and is expressly objected to and rejected by Buyer. Buyer reserves the right to revoke this offer at any time prior to acceptance, which acceptance shall take place only by (i) the return of an executed and unmodified copy of this Order, or (ii) Seller’s delivery of conforming goods to Buyer and Buyer’s acceptance thereof. Unless Seller accepts (ACKNOWLEDGES) this offer within five (5) days of issue, Buyer reserves the right to revoke this offer and/or reject any acceptance by Seller.
2. PRICING: Seller agrees and represents that the prices specified in this Order do not exceed current selling prices for the same or substantially similar articles, and for comparable quantities, and that such prices are not in excess of the maximum prices permitted by any applicable government laws or regulations existing on the date of this Order. Any extra handling charges incurred due to the failure of Seller to fill this Order as per instruction will be billed back to Seller. Should Buyer be offered similar goods or services at a delivered price lower than the price then in effect hereunder, or upon terms and conditions more favorable than those contained herein, Seller shall reduce Buyer’s price to such lower price or shall offer more favorable terms to Buyer for as long as the lower price or more favorable terms and conditions are available to third parties.
3. WARRANTY. Seller warrants the article delivered hereunder to be free from defects in labor, materials, or fabrication. This warranty shall run to Buyer, its successors, assigns and customers, and to the users of its products. All warranties herein shall also be construed as conditions and the representations and conditions herein contained shall not be deemed to be exclusive.
4. INSPECTION: Seller shall inspect all goods prior to shipment to Buyer. Nonconforming goods may be rejected by Buyer and returned to Seller at Seller’s risk and expense for credit, rebate of paid purchase price, or replacement, at Buyer’s option. Payment before Buyer inspection shall not be deemed acceptance of nonconforming goods or services.
5. COMPLIANCE WITH STATUTES AND REGULATIONS. Seller agrees to comply with all applicable provisions of federal, state and local laws, orders, rules and regulations and warrants that all goods and services supplied hereunder will be produced or rendered in compliance with the same. Upon Buyer’s request, Seller shall certify compliance with any laws or regulations deemed applicable by Buyer.
6. SHIPMENTS AND ADVANCED COMMITMENTS. Each container and accompanying packing lists must show this Order number. No charge shall be made for packaging or similar costs unless expressly authorized by this Order. All items shall be suitably prepared for shipment to secure the lowest transportation and insurance rates, and to meet the carrier’s requirements. Buyer may, at its option, either retain items received in advance of the delivery schedule or return them to Seller at Seller’s risk and expense; if retained, time for payment and discount shall be based upon scheduled delivery dates. Seller shall place all orders for and schedule deliveries of materials and parts necessary for its performance under this Order at such time as will enable Seller to meet, but not unreasonably anticipate, the schedule of delivery set forth herein. In the event of termination of or changes to this Order; Buyer shall not be liable, without prior written consent, for any changes or costs arising out of commitments by Seller for the acquisition of said materials and parts, or out of work performed in advance of the time necessary to meet the delivery schedule.
7. SELLER TOOLS, FIXTURES, PATTERNS, ETC. Unless otherwise specified in this Order, the purchase price includes the cost of any and all property such as, but not limited to, gauges, jigs, fixtures, dies, molds, tools, and patterns that may be obtained or required by Seller for the manufacture, fabrication, or assembly of the articles called for herein. Unless purchased by Buyer from Seller or otherwise specified, title will remain with the Seller.
8. TAXES. Federal, State or local taxes of any nature which are billed to Buyer, shall be stated separately in Seller’s invoices. Any and all tax exemption certificates will be accepted by Seller.
9. CHANGES. Buyer shall have the right at any time before completion of the Order to make changes in quantities, in drawings, and specifications, in delivery schedules, and in methods of shipment and packaging. If such changes cause an increase or decrease in prices or in the time required for performance, Seller shall promptly notify Buyer thereof, and a suitable adjustment shall be made. Changes shall not be binding upon Buyer unless evidenced by a purchase order change notice issued and signed by Buyer.
10. SHIPMENTS. Only over shipments which are caused by conditions of packing or allowances in manufacturing processes and which do not exceed 5% of the quantity called for will be accepted. In all other cases quantity shown is to be delivered net and no excess will be accepted. Unauthorized advance shipments are returnable at Seller’s expense. Except as otherwise expressly provided herein, all shipments shall be f.o.b. destination, and title to and risk of loss on all items shipped by Vendor to Purchaser shall pass to Purchaser upon delivery to the destination specified on the face of this order. Cost of all return shipments for whatever reason returned, shall be borne by Vendor with title and risk of loss passing at Purchaser’s plant, unless otherwise specified by Purchaser at the time of return.
11. DEFAULT AND EXCUSABLE DELAYS. Buyer reserves the right to cancel this Order in event of substantial default by Seller or if shipments are not made within specified time. Such cancellation shall be without prejudice to or waiver of Buyer’s right to recover damages therefore and shall not be construed as a rescission unless expressly so stated upon cancellation. Seller will not, however, be liable for damages occasioned by delays in delivery due to causes beyond Seller’s control and without Seller’s fault or negligence, provided Seller promptly notifies Buyer as soon as such delay becomes apparent.
12. INSPECTION AT SOURCE. If it is indicated elsewhere on this Order that supplies to be furnished hereunder shall be subject to inspection by Buyer upon the premises of the Seller, Seller, without additional cost, shall provide all reasonable facilities and assistance for the safety and convenience of such inspectors. At the time of inspections Seller shall make available to the inspectors copies of all drawings, specifications and process, preservation and packaging data applicable to the articles ordered herein. Such inspection shall be deemed as preliminary only and all articles ordered hereunder shall be subject to final inspection and acceptance in Buyers Plant.
13. PROPERTY FURNISHED TO SELLER BY THE BUYER. All designs, tools, patterns, drawings, specifications and other information, materials or equipment, etc., furnished by Buyer to Seller for use in manufacture of the items hereunder shall remain Buyer’s property, and the Seller shall not use any such property in the production, manufacture or design of any other articles or materials, or for the production or manufacture of larger quantities than those specified herein, without first obtaining Buyer’s written consent thereto. Buyer does not warrant the accuracy of tools and fixtures; however, all work must be in strict accordance with specification. Seller shall be fully responsible for all property upon delivery to Seller until redelivery thereof to Buyer. Seller shall promptly upon request from Buyer, whether on or prior to completion of work, deliver such property and productions to Buyer in accordance with the terms of said demand.