THE TERMS AND CONDITIONS HEREOF (INCLUDING ANY ATTACHMENTS HERETO) BECOME THE EXCLUSIVE AND BINDING AGREEMENT BETWEEN THE PARTIES COVERING THE PURCHASE OF THE SUPPLIES AND/OR SERVICES ORDERED HEREIN WHEN THIS ORDER IS ACCEPTED BY ACKNOWLEDGEMENT OR COMMENCEMENT OF PERFORMANCE.
The manufacture or delivery of the goods or the performance of the service described in this purchase order will constitute acceptance by the Seller of this order and of all the terms and conditions contained in this purchase order. By manufacturing or delivering such goods or performing such services, Seller waives any and all terms and conditions of its quotation, acknowledgment, invoice, or other form that are inconsistent with the terms and conditions contained in this purchase order, unless otherwise agreed to in writing by the Buyer. If the Seller is unable to manufacture or deliver the goods or perform the service described in this purchase order per the Buyer's required delivery schedule, Seller must notify Buyer in writing within 5 working days after date of acceptance of this purchase order.
Packing Slips must accompany each shipment. Invoice and Bill of Lading with Purchase Order Number and Part Number must be sent to Buyer on date of Shipment.
All goods shall be suitably packed, marked, and shipped in accordance with the Buyer's instructions, or otherwise prepared to ensure safe delivery, lowest transportation rates and requirements of common carriers. No additional charges shall be allowed for packing, crating, or carriage unless otherwise stated herein. Breakage or damage will be charged to the shipper.
Payment terms, including discount period, will begin on the date on which either the goods and/or a properly prepared invoice are received by the Buyer, whichever is later.
Unless otherwise specified, the prices set forth in this order include any applicable federal, state, local and/or other taxes. Any applicable taxes shall be stated separately on Seller's invoice.
This order is neither assignable nor transferable without prior written consent of the Buyer. The Seller shall comply with all Federal, Provincial, and local laws, rules and regulations.
Warranty
a. Seller warrants that all supplies delivered hereunder shall be free from defects in workmanship, material and manufacture, shall comply with the requirements of this order, including any drawings and/or specifications attached hereto and/or incorporated herein by reference and/or samples furnished by Seller, and where design is Seller's responsibility, shall be free from defects in design. Seller further warrants all supplies purchased hereunder shall be of merchantable quality and shall be fit and suitable for the purposes intended by Buyer. The foregoing warranties shall constitute conditions and are in addition to all other warranties, whether expressed or implied, and shall survive any delivery, inspection, acceptance and/or payment by Buyer.
b. If any supplies delivered hereunder do not meet the warranties specified herein and/or otherwise applicable, Buyer may, at its option, (i) require Seller to correct at no cost to Buyer any defective and/or nonconforming supplies by repair or replacement, or (ii) return such defective and/or nonconforming supplies at Seller's expense to Seller and recover from Seller the order price thereof, or (iii) correct the defective and/or nonconforming supplies itself and charge Seller with the cost of such correction. The foregoing remedies are in addition to all other remedies available to Buyer at law, in equity and/or under this order and shall not be deemed to be exclusive.
c. Buyer's approval of Seller's materials and/or design shall not relieve Seller of the warranties set forth herein, nor shall waiver by Buyer of any drawing and/or specification requirement for one or more of the items constitute a waiver of such requirements for the remaining items to be delivered hereunder unless so stated by Buyer in writing. The provisions of this section shall not limit or affect the rights of Buyer under the section hereof entitled "Inspection."
d. Seller warrants it is in compliance with all local, state, national, international, laws, regulations and rules related to labor, human rights, and the environment.
Inspection
All goods shall be received subject to Buyer's inspection and/or rejection after delivery, notwithstanding prior payment, it being agreed that payment will not constitute final acceptance. Defective goods or goods not conforming to this order will be returned to Seller for sorting, correction, replacement, or credit as elected by Buyer. Rejected goods may be returned at Seller's risk and expense at full invoice price plus all applicable transportation charges.
Failure to comply with the specifications, terms and conditions of this order or to deliver goods in accordance with the Seller's promise shall be grounds for cancellations by the Buyer without penalty. In the event the Buyer cancels all or any part of this order for reasons other than those listed here, the Buyer is limited to liability for valid materials costs only, up to 60 days worth of material.
Buyer reserves the right at any time to make changes in drawings and specifications as to any goods and/or work covered by this order. Any difference in price or time for performance resulting from such changes shall be equitably adjusted and this order shall be modified in writing accordingly.
The Seller agrees to indemnify and save harmless the Buyer from all claims arising out of any infringement of patents in the purchase or use of goods covered by this order and to defend at the Seller's expense any and all actions based on such claims of patent infringement.
Seller agrees not to utilize or to disclose to others any confidential information, drawings or data, whether or not designated as such, supplies furnished or disclosed by the Buyer except as reasonably required for the purposes of filling this order.
In accepting this order, Seller agrees to perform this order and make deliveries per the requirements of the purchase order. Deliveries are to be made both in quantities and at times specified in schedules furnished by Buyer. Neither party shall be held liable for delays or defaults due to causes beyond its control and without its fault or negligence, provided that when the Seller has reason to believe the delivery schedule cannot be met, written notice stating the cause of the delay and new delivery schedule is immediately given to the Buyer.
Supplies purchased hereunder pursuant to Buyer's specifications formula/formulation and/or drawings shall not be quoted by Seller for sale to others without Buyer's prior written authorization. Such specifications, drawings, samples and/or other data furnished by Buyer shall be treated as confidential information by Seller, shall remain Buyer's property, and shall be returned by Seller to Buyer immediately upon request.
These Terms and Conditions constitute the entire agreement between the parties and no revision or amendment shall be binding unless in writing and signed by an authorized representative of the Buyer.