A signed acknowledgment by the Supplier shall constitute acceptance of this Purchase Order and all of its terms and conditions: Any terms of condition stated by the Supplier in any prior proposal or in acknowledging or otherwise accepting this Purchase Order shall not be binding on the Buyer unless specifically accepted in writing.
The Supplier shall furnish the materials set forth in this Purchase Order in accordance with the prices, and delivery stated on the face of this Purchase Order. All prices and rates include all applicable insurances, benefits, overhead and taxes, except sales tax which is separately shown where applicable.
This Purchase Order is intended to only cover the supply of materials as set forth on the face hereof. Nonetheless, Supplier acknowledges and agrees that in the event it performs or hires any subcontractor to perform any type of work or services in connection with the materials, it shall furnish or shall cause any subcontractor to furnish said work or services in accordance with the terms and conditions in this Purchase Order.
No charges shall be made by the Supplier for packaging, transportation or storage if not specified by the Supplier and agreed upon in writing by Buyer. All materials shall be packaged, marked and otherwise prepared in accordance with good commercial practices to obtain lowest and best transportation rates. The Supplier shall mark on containers handling and loading instructions, shipping information, purchase order number, materials and account number, shipment date and names and addresses of Supplier and Buyer. An itemized packing list must accompany each shipment. The Supplier shall advise Buyer of intent to ship one (1) week prior to shipment.
The Supplier shall bear all risk of loss on material covered by this Purchase Order until final acceptance at destination specified on the face of this Purchase Order, except loss occasioned by negligence of Buyer.
The Supplier, after each shipment under this Purchase Order or on a monthly basis, shall send a detailed invoice with backup, including item numbers in duplicate, accompanied by a bill of lading or express receipt. Payment of invoice shall not constitute acceptance of materials ordered and shall be subjected to appropriate adjustment for failure of the Supplier to meet the requirements of this Purchase Order.
All materials covered by this Purchase Order may be inspected and/or tested by Buyer or its designee, at reasonable times and places. The Supplier shall provide, without additional charge, all reasonable facilities and assistance for such inspections and tests.
All inspection records relating to materials covered by this Purchase Order shall be available to Buyer during the performance of this Purchase Order and for such longer periods as specified by Buyer in its acceptance of the inspection procedures.
If any materials covered by this Purchase Order are defective, not in conformity with the requirements of this Purchase Order, Buyer may, by written notice to the Supplier (and in addition to any such remedies provided in the Uniform Commercial Code), (i) rescind this Purchase Order as to such materials (ii) accept such materials at an equitable reduction in price, agreed upon between parties, or (iii) reject such materials and require the delivery of replacements. Deliveries of replacements shall be accompanied by a written notice specifying that such materials are replacement. If the Supplier fails to deliver required replacements promptly, Buyer may (i) replace or correct such materials and charge the Supplier the cost occasioned Buyer thereby; or (ii) terminate this Purchase Order for default as provided in Article 19.
No inspection (including source inspection), tests, approval, or acceptance of materials Purchase Ordered shall relieve the Supplier from responsibility for defects or other failures to meet the requirements of this Purchase Order. Rights granted to Buyer in this Article 6 are in addition to any other rights or remedies provided elsewhere in this Purchase Order or in law.
Final inspection shall be at destination or work site unless otherwise specified in this Purchase Order. Except as to latent defects, fraud, such gross mistakes as amount to fraud and the Supplier’s warranty obligations, such final inspection shall be conclusive and the materials shall be deemed accepted unless Buyer notifies the Supplier in writing within thirty (30) days after completion of the final installation and inspection.
In addition to any other express or implied warrants, the Supplier warrants, for a period of one (1) year following the date of shipment, that materials furnished pursuant to this Purchase Order will be (i) free from defects in workmanship and material, (ii) free from defects in design except to the extent that such materials comply with detailed design provided by Buyer, (iii) suitable for the purposes, if any, which are stated on the face of this Purchase Order, and (iv) in conformity with all requirements of this Purchase Order.
Materials not meeting the warranties will be repaired or replaced by the Supplier at no additional cost to Buyer. Any materials or work corrected or furnished in replacement shall also be subject to all the provisions of these Terms and Conditions to the same extent as materials initially furnished.
If Buyer furnishes the Supplier material or equipment, excluding small tools or pays for the design or manufacture of such material or equipment, title thereto shall remain or vest in Buyer, and the Supplier shall identify by marking with Buyer’s company name, maintain and preserve such material and equipment and shall dispose of it (including scrap) in accordance with Buyer’s direction. The Supplier shall carry General Comprehensive Insurance for such property. Buyer has right to withdraw any material, tools or equipment at any time.
All written information obtained by the Supplier from Buyer in connection with this Purchase Order and which is identified as proprietary is received in confidence and shall remain the property of Buyer, and shall be sued and disclosed by the Supplier only to the extent necessary for the performance of this Purchase Order and only after notification of Buyer.
Supplier shall not subcontract for substantial parts, manufacture of materials, or performance of the services, if any, called for by this Purchase Order without Buyer’s prior written approval. In the event Supplier performs or hires any subcontractor to perform any services in connection with the materials, such subcontracts shall incorporate by reference the terms and conditions of this Purchase Order.
In the event Supplier performs or hires any subcontractor to perform any services in connection with the materials, Supplier shall purchase and shall cause any subcontractor to purchase and maintain the following insurance during the time it provides materials or services under this Purchase Order :
Contemporaneously with the execution of this Purchase Order, Supplier shall deliver to Buyer a certificate of insurance evidencing it has the insurance coverages listed above. The General Liability, Automobile Liability, and Umbrella Liability insurance policies shall list the Buyer and its parent and affiliate companies as additional insureds.
In performance of this Purchase Order the Supplier shall comply with all Federal, State and Local laws, rules and regulations including, but not limited to, Occupational Safety and Health Act of 1970, all applicable requirements of the Fair Labor Standards Act, Equal Opportunity and Affirmative Action Statutes, and Environmental Protection Statutes and Regulations, to include Executive Order 11246, as amended, and the affirmative action clauses for the Vietnam Veterans' Readjustment Assistance Act of 1974, as amended, (38 USC 4212) and Section 503 of the Rehabilitative Act of 1973, as amended.
The Supplier will defend, at its own expense, any suit or claim that may be instituted against Buyer for alleged infringement of patents relating to the maintenance, sales or use of materials furnished pursuant to this Purchase Order, except for any such infringement resulting from detailed designs or packing after the time or place of delivery, or require additional or diminished work. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this Purchase Order, an equitable adjustment shall be reached by agreement of both parties in the contract price or delivery and completion on dates or both, and this Purchase Order shall be modified in writing accordingly. Any claim for adjustment under the Article shall conclusively be deemed to be waived unless asserted in writing, including the amount of the claim, and delivered to Buyer within thirty (30) days from the date of receipt by Supplier of the change Purchase Order. Buyer’s engineering and technical personnel may from time to time render assistance to Supplier concerning the materials or services to be furnished pursuant to this Purchase Order, but such personnel are not authorized to change the materials or services Purchase Ordered or any provision of this Purchase Order. No change Purchase Order will be binding on Buyer or Supplier unless issued by an authorized representative whose name shall be set forth in this Purchase Order.
Supplier shall indemnify Buyer against loss and liability for all personal injury and property damage caused by materials furnished by Supplier pursuant to this Purchase Order, except if such damage was caused by the negligence of the Buyer.
In the event Supplier performs or hires any subcontractor to perform any services in connection with the materials, Supplier will indemnify and hold harmless the Buyer, its parent companies, subsidiaries, affiliates, agents, directors, officers, shareholders and employees from and against all claims, damages, losses and expenses, including attorney's fees, arising out of or resulting from the performance of the services, provided that any such claims, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property including the loss of use resulting therefrom; and is caused in whole or in part by any negligent or willful act or omission of the Supplier, any of its Subcontractors or agents, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable in the performance of the services.
In any and all claims against the Buyer or any of their agents or employees, by any employee of the Supplier, any Subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Supplier or any Subcontractor under Workmen's Compensation Acts, disability benefit acts or other employee benefits acts.
Supplier shall not assign this Purchase Order or any rights under this Purchase Order except any monies due or to become due hereunder without the prior written consent of Buyer, and no purported assignment by Supplier shall be binding on Buyer without such consent.
Whenever an actual or potential labor or other dispute is delaying or threatens to delay the timely performance of this Purchase Order. Supplier shall immediately notify Buyer in writing of all relevant information with respect to such dispute. Supplier shall also notify the Buyer in writing within 7 days of any circumstances which may give rise to a claim for additional monies under this agreement.
Buyer may at any time by written change Purchase Order, suspend performance of this Purchase Order in whole or in part, make changes in drawings, designs, specifications, method of shipment or any third party acting on behalf of Buyer, to obtain favorable treatment in securing business or to otherwise obtain special concession, or to pay for favorable treatment for business secured for special concessions already obtained.
If (i) Supplier fails to make any delivery in accordance with specified dates or otherwise fails to comply with this Purchase Order and does not remedy such failure within a reasonable time after receipt of written notice thereof, (ii) Supplier fails to make progress to such an extent that performance of this Purchase Order is endangered, (iii) any proceeding is filed by or against Supplier in bankruptcy or insolvency, or for appointment for the benefit of creditors, or (iv) any other breach of this Purchase Order, Buyer may (in addition to any other right or remedy provided by this Purchase Order or by law) terminate all or any part of this Purchase Order by written notice to Supplier without any liability and may purchase substitute materials and services elsewhere and Supplier shall be liable to Buyer for any excess cost occasioned Buyer thereby.
If this contract is terminated as provided in this clause, Buyer, in addition to any other rights provided in this clause, may require Supplier to transfer title and deliver to Buyer (i) any completed supplies, and (ii) such partially completed supplies and materials, plans, drawings, information, and contract rights as Supplier has specifically produced or specifically acquired for the performance of such part of this contract as has been terminated. Buyer will pay for reasonable value of materials transferred.
The failure of Buyer to insist upon the performance of any provision of this Purchase Order, to exercise any right or privilege granted to Buyer under this Purchase Order shall not be construed as waiving any such provision, and the same shall continue in force.
The terms and conditions of these provisions shall supersede any conflicting terms of any attached Purchase Order form.
It shall be deemed a default subject to termination if it is found that Supplier made, directly or indirectly, any bribes, kick backs, discounts or other payments, regardless of form, whether in money, property, or services, to any corporate office or employee or any third party acting on behalf of Buyer, to obtain favorable treatment in securing business or to otherwise obtain special concession, or to pay for favorable treatment for business secured for special concessions already obtained.
The Supplier shall furnish all drawings electronically in AutoCAD 2016 format.
TNet 30 days after shipment.