Purchase Order Terms & Conditions
1. No verbal agreement or other understanding shall in any way modify the terms and Conditions the contract formed the acceptance of this PURCHASE ORDER, unless specific reference is made to the condition sought to be agreed to by Buyer in writing.
2. This order shall be subject to modification by Buyer in event of fire, accidents, strikes, Government Acts or other conditions beyond Buyer's reasonable control.
3. If this PURCHASE ORDER is not accepted exactly as written, return at once with explanation. This order is not final until the conditions specified are agreed upon.
4. Send separate invoice for each shipment against this order. Each invoice must bear Buyer's order number, part number or description, and amount of material shipped.
5. Mail invoice bill of lading, chemical and physical reports if required, immediately after each shipment is made.
6. No charge will be allowed for boxing or crating unless previously agreed in writing. No charge will be allowed for boxing or crating unless previously agreed in writing.
7. All containers, drums, cartons etc., to be returned, must be shipped on a no-charge or consignment basis. Buyer will pay for only such containers, as buyer does not return within a reasonable time.
8. Buyer's count or weight shall be final and conclusive on shipments not accompanied by a pricing list.
9. All material will be received by Buyer subject to inspection and rejection, and rejected material may be returned immediately at Sellers expense plus all transportation charges paid by Buyer; replacement materials will not be accepted unless such replacement has been authorized.
10. All material is subject to Buyer's inspection and right of rejection on arrival, notwithstanding prior payment to obtain cash discount.
11. Castings, forgings or other materials that show defects after machining operations have been performed will be rejected and returned at Seller's expense for credit at the full invoice price.
12. If Seller's deliveries fail to meet the schedule specified by Buyer, to the extent that Buyer is compelled to call upon Seller for express shipments. It is understood that Seller will allow the difference between the freight and express rate. In the event Seller is unable to make deliveries in time to meet Buyer's requirements. Buyer reserves the right to modify or cancel this order.
13. It is understood Seller warrants that the sale or use of the material covered by this order will not infringe any inventions or patents issued thereunder either in the United States or in foreign countries and that Seller covenants to defend every suit shall be brought against Buyer or any party selling or using any of Buyer's products or any alleged infringement of any patent by reason of the sale or use of said materials and to pay all expenses and fees of counsel which shall be incurred by Seller and Buyer in and about defending and all costs, damages and profits recoverable in every such suit.
14. It is understood and agreed that any part or parts made by Seller or Buyer according to blueprints, patterns, or design furnished by Buyer will not be furnished by Seller to any other person, firm, or corporation without Buyers written consent and approval.
15. Buyer will not accept material unless it is tagged or marked with Buyer’s Order Number, Part Number, or description, and quantity, as embodied in this order.
16. By Seller's shipment of merchandise in accordance with this order, Seller guarantees full compliance with all provisions from time to time applicable, of Federal, State and municipal laws; and Seller agrees to hold Buyer harmless from all liability resulting from failure of such compliance; also that Seller has fully complied with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act of 1938, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof and agrees that all invoices will carry a certification to such effect.
17. That the tools, dies, jigs, fixtures, patterns, blue prints, designs, specifications and other equipment used in or necessary for producing the material on this order shall be considered to be the property of the Buyer and or its sole use and shall be subject to removal by Buyer at any time on demand. Provided, however that such equipment shall have been paid for or furnished by Buyer or the cost thereof absorbed by Buyer by material commitments.
18. That the quantity specified on this order is the maximum amount Seller is permitted to ship to Buyer and Buyer shall be under no obligation to accept or pay for any excess over the specified quantity, unless consented to by Buyer.
19. The equal employment opportunity clause in Sec. 202 of the Executive Order 11246 of September 24 1965, relative to equal employment opportunity and implementing rules and regulations of the Secretary of Labor are incorporated herein by specific reference.
20. Supplier represents and certifies that any and all work performed and any items delivered this purchase order shall comply with all requirements of the Occupational Safety and Health Act of 1970, Clean Air Act, Water Pollution Control Act, Toxic Substance Control Act and Hazardous Materials Transportation Act, as amended, and all regulations, rules, standards and orders adopted pursuant to these acts and shall comply with any Health, Safety, and environmental statutes of regulations of any state or local governments having jurisdiction from which such items are to be shipped or such work is to be performed pursuant to this agreement. Supplier agrees to indemnify and hold harmless buyer against any claims, losses, damages, fines, penalties, cost and expenses assessed against or incurred by buyer as a result of supplier’s failure to comply with such acts, statues or regulations and with all rules, standards, or orders issued thereunder, and for the failure of the work or items furnished under this purchase order to so comply.
21. Conflict Minerals: Seller will disclose whether Goods contain any conflict minerals as defined under Section 1502 of the U.S. Dodd-Frank Act and its implementing regulations (collectively the “Conflict Minerals Law”) that are necessary to the production or functionality of the Goods (“Conflict Minerals”). If Goods contain any Conflict Minerals seller must: (i) provide on request, information on Conflict Mineral smelters in the relevant supply chains including whether those smelters are DRC Conflict-Free; (ii) provide on request, such other information as Buyer may reasonably require, to determine the DRC Conflict-Free status of Conflict Minerals used in Goods.
22. Confidential information or data furnished by the Buyer and needed by Seller to perform under this order shall be held in confidence by Seller unless a special agreement relating to such information or data is negotiated.
23. This order does not imply any obligation of Buyer to provide any information or data to Seller and does not in any way imply any rights or licenses from Buyer to Seller.