1. ACCEPTANCE This order must be accepted promptly by acknowledging receipt and giving date of shipment. Unless otherwise agreed in writing signed by the Buyer, acceptance is expressly limited to the terms and conditions herein, and the Seller by accepting this order shall be deemed conclusively to have agreed to each and all of said terms and conditions, notwithstanding any term or condition contained in any document submitted by the Seller.
2. RESPONSIBILITY The Buyer will not be responsible for material furnished without an order from its Purchasing Department.
3. PRICES Materials and/or services furnished on this order must not be billed at prices higher than last charged or quoted unless so advised.
4. QUANTITY The specific quantity ordered must not be changed without the Buyer's consent in writing.
5. PACKING AND CARTAGE The Buyer will not pay any charges for packing or cartage unless agreed upon in writing.
6. CASH DISCOUNT The cash discount period shall date from the receipt of the invoice properly edited by the Buyer and not from the date of the invoice.
7. INSPECTION AND REJECTION All material received is subject to inspection and to rejection by the Buyer if the material is defective or does not meet the Buyer's specifications. The Buyer specifically reserves the right (1) to have rejected material replaced by the Seller at the purchased price stipulated in this order or in the contract, or (2) to return the rejected material for full credit at the price charged plus transportation charges. The Buyer reserved the right to accept a part of any shipment and reject the balance, considering the contract breached to the extent of the rejected material. The Buyer's rights with respect to the rejection of material are not waived by failure of the Buyer to notify the Seller promptly upon receipt of delivery.
8. PATENTS Seller shall protect and indemnify Buyer from and against all claims, damages, judgement, expenses, and loss arising from infringement or alleged infringement of any United States letters patent and Seller shall defend, at its own expense, all suits or proceedings instituted against Buyer and shall pay any awards assessed against Buyer in such proceeding in so far as the same are based upon any claim that material, as such, purchased hereunder constitutes an infringement of any United States letters patent.
9. APPLICABLE LAWS Seller shall comply with all local, State, and Federal laws and regulations affecting the price, production, sale, or delivery of the materials or services under this order, and Seller shall indemnify and save Buyer harmless from and against any liability, expense or loss resulting from Seller's failure so to do.
10. WARRANTY By accepting this order the Seller warrants that the material furnished hereunder shall be free from latent and patent defects and in full conformity with the specifications, drawings and/or samples. The Seller also warrants that the material is fit for the Buyer's purpose if indicated hereon or in any documents attached or made a part hereof by reference or if known to the Seller. These warranties shall survive acceptance of and payment for the material. Failure of the Buyer to reject said material shall not constitute a waiver of any of these warranties. The Seller, further, shall save the Buyer, its customers and any users harmless from any loss, damage or expense whatsoever, including attorney's fees and court costs, which may be suffered by breach of any of these warranties.
11. LIABILITY The Seller shall indemnify and hold the buyer and its officers, agents, servants and employees, or any of them, harmless from any loss, damage, liability or expense, on account of damage to or loss of property and injuries, including death, to all persons, including employees of the Seller and of its subcontractors and all other persons performing any part of the work which may arise from operations under this Purchase Order, or in the performance of any of its obligations under this Purchase Order. The Seller shall defend at its own expense any suits or other proceedings brought against the Buyer and its officers, agents, servants or employees, or any of them, on account thereof and will pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith. Seller shall be excused from liability for failure to deliver and Purchase from failure to accept deliveries hereunder when such failure is due to the act of God or the elements, fire, war, the public enemy, strikes, labor difficulties, civil commotion, transportation or other embargoes, act of civil or military authority, governmental priority, requisition, allocation, order or request, or other like or unlike causes beyond its control.
12. INSURANCE During the performance of any labor hereunder upon the premises of the Buyer, the Seller shall effect and maintain adequate Workmen's Compensation Insurance and Public Liability and Property Damage Insurance, and in the event of the performance of any such labor by any subcontractor of the Seller, the subcontractor shall maintain like insurance, and the Seller shall in addition maintain adequate Contingent Liability Insurance. All such insurance shall be satisfactory to the Buyer and the Seller shall upon request of the Buyer, at any time furnish the Buyer with satisfactory evidence of such insurance.
13. NON-DISCRIMINATION By acceptance of this order Seller certifies that it will comply with all applicable provisions of E.O. 11246 and E.O. 11375, as amended; 38 USC 2012, the Vietnam Era Veterans Readjustment Act of 1974; E.O. 11701; the Rehabilitation Act of 1973; E.O. 11758; and the rules, regulations and relevant orders of the Secretary of Labor.
14. NON-SEGREGATED FACILITIES By acceptance of this order Seller certifies that they do not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not permit any of their employees to perform their services at any location, under their control, where segregated facilities are maintained. Seller agrees that a branch of this certification is a violation of the Equal Opportunity clause in this contract.
15. FAIR LABOR STANDARDS The Seller hereby certifies that the supplies, materials or articles covered by this Purchase Order were produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act, as amended, and of the regulations and orders of the United States Department of Labor, issued under Section 14 thereof and agrees to included the foregoing certification in each invoice issued by it pursuant hereto.
16. TOOLS, DIES, JIGS, FIXTURES, PATTERNS Tools, tooling, dies, jigs, fixtures, molds patterns and other similar items of equipment necessary for producing materials under this order, shall be the property of and for sole use of Buyer, and are subject to removal at any time on demand, provided, however, that cost of suck equipment was paid by Buyer separately or in the price of the materials. Seller shall be responsible for all taxes, losses, or damages with respect to such equipment while it is in Seller’s possession, Seller shall keep the same in good working order, Seller shall not move the same, and Seller shall identify same as property of Buyer. Such equipment may be subject to further terms set forth and purchasing contract or a tooling purchase order.
17. PROPRIETARY INFORMATION The specifications, drawings, designs, manufacturing data and other information with respect to Buyer arising from or related to this order are the properties of Buyer, are disclosed in confidence upon the condition that they are not to be reproduced or copies or used for furnishing information or equipment to others, or for any other purpose detrimental to the interested of Buyer.
18. CHANGE/CANCELLATIONS The right is reserved to cancel this order, or any part thereof, if not filled within a reasonable time, or within the time specified, or if goods received do not comply with provisions of this order.
19. COMPLIANCE All outside contractors must comply with OSHA and MIOSHA regulations while inside the Pinconning and Standish plants.
20. APPLICABLE LAW Seller hereby grants to Buyer the right to charge of set-off against all amounts which Buyer owes to Seller, any amounts now or hereafter owing by Seller to Buyer.
21. SET OFF Seller herby grants to Buyer the right to charge or set-off against all amounts which Buyer owes to Seller, any amounts now or hereafter owing by Seller to Buyer.
22. CONFIDENTIALITY Seller agrees not to disclose to third parties any information regarding Buyer, including the existence and terms of this order.
