Acceptance of this order by Seller is expressly limited to the Terms & Conditions contained in this order. Any Terms or Conditions stated by the Seller in any proposal on Seller’s acknowledgement form or in otherwise acknowledging or accepting this order is deemed by Buyer to be a material alteration of this order and is hereby objected to, as such Term or Condition shall be totally inapplicable to this order unless specifically agreed to in writing by an authorized representative of Buyer. Acceptance of the Goods or Services covered by this order will not constitute acceptance by Buyer of Seller’s Terms & Conditions. Any of the following acts by Seller shall constitute acceptance of this order and all of its Terms and Conditions: Signing and returning a copy of this order, delivery of any of the goods ordered, informing the Buyer in any manner, returning Seller’s own form of acknowledgment.



Supplier will accept no changes to the specifications of this Purchase Order such as verbal instructions or red line drawings unless authorized in advance by Buyer. Buyer may make changes in the drawings and specifications on any item at any time. Buyer may at any time make changes to the order by written notice to Seller and Seller shall agree to comply with such changes. If such changes result in delay or additional expense to Supplier, an equitable adjustment of price and delivery schedules will be made.



Seller shall furnish the Goods covered by this order (the “Goods”) or the Services covered by this order (the “Services”) in accordance with the prices and delivery schedule stated on the face of this order. If prices and/or delivery are not stated, Seller shall offer the Buyer the lowest prices or best delivery times. Both of which shall be subject to written acceptance by Buyer. All prices include all applicable taxes except sales tax which are separately shown where applicable. Seller warrants that the prices charged for the Goods or Services order will be as low as the lowest prices charged by the Seller to any customer purchasing similar goods or services in the same or smaller quantities and under like circumstances. Buyer may return or store at Seller’s expense any Goods delivered more than ten (10) days in advance of delivery date specified for such Goods. For any exception date as specified on this purchase order, the Supplier shall give prior notification and obtain approval from the Purchasing Department. With respect to delivery under contract, time is of the essence and the purchaser order is subject to termination for failure to deliver on time. Seller agrees to notify Buyer in writing, no later than ten (10) working days prior to the original delivery date that Seller anticipates a delay in delivery. Should Seller fail to cure such delay within the notification period, Buyer may, in its sole and absolute discretion, terminate this agreement without any liability to Buyer.

The acceptance by Buyer of late performance, with or without objection or reservation, shall not waive the right to claim damage for such breach nor constitute waiver of the requirements for the timely performance of any obligation remaining to be performed by the Seller.



No charge shall be made by Seller for packaging or storing. All packaging materials must be recyclable in nature and origin. Buyer will not accept any item shipped to them that is not packaged in 100% recyclable materials. An itemized packing list shall accompany all shipments.


5. F.O.B.

Unless otherwise specified on the face of the purchase order, the F.O.B. point shall be to Buyer’s location designated on the face of the order. If transportation is F.O.B. Seller’s location, Seller shall bear all risk of loss or damage to the Goods and title shall not shift to Buyer until delivery of the Goods to carrier. If transportation is F.O.B. to location, Seller shall bear all risk of loss or damage to the Goods and title shall not shift to Buyer until delivery of the Goods to Buyer’s location.



After each shipment made or service provided under this order, Seller shall send a separate invoice, including item numbers, accompanied by a bill of lading or express receipt. Terms of payment are from receipt of goods date. Payment of invoice shall not constitute acceptance of the Goods or Services and shall be subject to appropriate adjustment for failure of Seller to meet the requirements of this order. Buyer may set off any amount owed by Seller or any of its affiliated companies to Buyer against any amount owed by Buyer to Seller under this order. Payment to Seller will be made in accordance with the payment terms outlined on the face of the order. Invoices shall be mailed to Buyer at the office indicated on face of this order. Invoices must contain the Buyer’s Purchase Order number.



Supplier agrees to permit the Buyer’s inspectors to have access to the Supplier’s plant at all reasonable times for the purpose of inspecting the items set forth in this order or work in process for production of such items. All items are subject to final inspection and approval at Buyer’s plant or other place designated by Buyer. Such inspections shall be made within a reasonable time after delivery, irrespective of the date of payment. Buyer may return rejected items at Supplier’s expense. Supplier shall not replace items returned as defective unless so directed by Buyer in writing.



In addition to all other expressed or implied warranties, Seller warrants that the Goods will be: (i) free from defects in workmanship and materials; (ii) free from defects in design except to the extent that such Goods comply with detailed design provided by Buyer; (iii) suitable for the purposes, if any, which are stated on the face of the order and (iv) in conformity with all the other requirements of this order. These warranties and all other warranties expressed or implied, shall survive delivery, inspection, acceptance and payment. In addition to any rights Buyer may have, if Goods are found not to be warranted within a period of one (1) year after acceptance by Buyer, Buyer may return such Goods to Seller at Seller’s expense for correction, replacement, or credit as Buyer may direct. Replacement Goods subject to the provisions of Section 7 (Inspection) for the same period and to the same extent as Goods initially furnished pursuant to this order.



All equipment or material and other items purchased, furnished, charged or paid for by the Buyer, and any replacement thereof, shall remain the property of Buyer. Such property shall be plainly marked to show it is the property of Buyer and shall be safely stored apart from other property. Supplier shall not substitute other property and shall not use such property except in filling Buyer’s orders. Supplier shall hold such property at its own risk and upon Buyer’s written request shall redeliver the property to Buyer in the same condition as originally received by Supplier.



The ideas, information, and designs in or shown upon any drawings, specifications, photographs, and other engineering and manufacturing information supplied by Buyer shall remain Buyer’s property and shall be retained in confidence by Supplier and not disclosed to any other person or entity and shall not be used or incorporated into any product or item later manufactured or assembled by Supplier or anyone other than that of Buyer. Any unpatented knowledge or information concerning Supplier’s present or contemplated products or their use which Supplier may disclose to employees of Buyer in connection with order, acquisition and use by Buyer of the goods or service covered by this order shall, unless specifically agreed in writing, be deemed to have been disclosed as part of the consideration for this order and Supplier agrees not to assert any claim (other than a claim for patent infringement) against the Buyer.



Seller shall not subcontract for complete or substantially complete parts of the work called for by this order without Buyer’s prior written approval.



Seller shall comply with all federal, state and local laws, ordinances, rules and regulations in the manufacture and sale of the Goods and performances of the Services, including but not limited to the Occupation Safety and Health Act, the Truth in Negotiation Act and all applicable requirements of the Fair Labor Standards Act. Seller will defend and hold Buyer harmless from any loss, damages or costs arising from or caused in any way by any actual or alleged violation of federal, state or local law, ordinance, rule or regulation, or failure by the Seller to have any chemical substances sold hereunder included in the list approved chemical substance published by the EPA pursuant to the Toxic Substances Control Act. All supplied products where applicable must adhere to UL and CE safety compliance; FCC and VCCI compliance; to conflict-free mineral requirements as per the Dodd-Frank Act; and to all applicable environmental legislation in support of the Montreal Protocol, including but not limited to the RoHS (Recast), REACH and WEEE. Seller shall conduct operations on Buyer’s behalf in a manner that is consistent with and promotes environmental principles; refer to environmental preservation requirements as per the Buyer’s Environmental Policy.



Seller shall defend at its own expense any suit or claim that may be instituted against Buyer for alleged infringement of patents relating to the maintenance, sale or use of the Goods, except for any such infringement resulting from Seller’s compliance with the detailed designs provided by Buyer and its customers for all costs and damages arising out of such alleged infringement. Buyer shall have the right, at no additional charge, to use and/or reproduce the Seller’s applicable literature such as operating and maintenance manuals, technical publications, prints or drawings, training manuals and other similar supporting documentation and sales literature.



Seller shall indemnify Buyer against any loss and liability for all personal injury and property damage caused by the Goods or Services performed by Seller whether performed on the premises of Seller or Buyer elsewhere. Seller shall carry and maintain insurance coverage satisfactory to Buyer and shall furnish Buyer with evidence of such insurance in a form satisfactory to Buyer.



Seller shall not assign this order or any rights under this order without the prior written consent of Buyer and no purported assignment by Seller shall be binding on Buyer without such written consent.



Whenever an actual or potential labor dispute is delaying or threatens to delay the timely performance of this order, Seller shall immediately notify Buyer in writing of all relevant information with respect to such disputes.



If production of any Goods is to be permanently discontinued at any time within one (1) year after final delivery of such Goods under this order, Seller shall give Buyer at least one hundred-eighty (180) days prior written notice of such discontinuance. During which, Seller shall accept orders from Buyer for a reasonable quantity of such Goods.



Seller shall not make or authorize any news release, advertisement, or other disclosure which shall deny or confirm the existence of this order without the prior written consent of Buyer.



If Seller becomes insolvent or makes an assignment for the benefit of its creditors, or if a petition in bankruptcy is filed by or with respect to Seller, Buyer may by notice in writing, terminate the order without liability to Seller except for items already accepted by Buyer. Buyer may terminate this order at any time by notice in writing to Seller. In such event, Buyer shall not be liable for any termination, cancellation, charge back or restocking charges, and in no event shall Buyer be liable for any loss on the order or portion of the order if terminated.



The validity, performance and construction of this order shall be governed by the laws of the state shown on Buyer’s address on the face of the order.



In the event that the goods ordered are to be used in whole or in part for the performance of Government Contracts, and where the dollar value of such goods exceeds, or may in one year exceed $10,000, the Seller further agrees that in connection with the performance of work under this contract, Seller agrees not to discriminate against any employee or applicant for employment because of: race, color, religion, sex, national origin or disability. The provision shall include, but is not limited to the following: employment, upgrading, demotion, transfer, recruitment, recruiting advertising, layoff, termination, rates of pay or other forms of compensation and selection for training including apprenticeship. Seller agrees to post in conspicuous places, available for employees and applicant for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.



Contractual obligations are outlined in these Terms and Conditions; specified in the Buyer’s Purchase Orders; and further detailed in other communications with the Seller. Contractual obligations include both quality and environmental requirements.

Seller warrants that the Goods and/or Services supplied are compliant with the Buyer’s contractual obligations. Where the Seller is the manufacturer of the goods, the Seller also warrants that the production process for these products complies with the Buyer’s contractual obligations. Seller has a duty to inform Buyer of any safety, health or environmental risks involving goods, services or production processes.

Seller shall indemnify Buyer from all liabilities, costs, damages, fees, fines, and expenses to which Buyer might be exposed due to Seller’s violation of contractual obligations. In case of administrative procedures against the Buyer due to the Seller’s violation of contractual obligations, Seller shall support Buyer to defend each case and shall provide all reasonable information needed and/or requested by any authority and/or Buyer for such defense.

If goods, services and/or production processes are not compliant with contractual obligations: the Buyer is entitled to refuse the product/service and demand compliant replacement product/service at the expense of the Seller.  The Buyer reserves the right to cancel the non-compliant Purchase Order and any pending orders with the Seller without penalty to the Buyer. In the event of a recall due to the Seller’s noncompliance with contractual obligations, the Seller is responsible to take its goods back at no expense to the Buyer.  The Seller is responsible to dispose of its goods and production waste in an environmentally-friendly manner. If the Seller does not take back its goods, the Buyer is entitled to dispose of the goods in an environmentally-friendly manner at the expense of the Seller.  The Buyer is entitled to require corrective action reports from the Seller.  Continued non-compliance will result in removal of the Seller from the Approved Vendor List.  The Buyer expects suppliers to monitor sub-supplier performance to assure compliance with contractual obligations. Non-compliance due to poor control of sub-suppliers is deemed to be the responsibility of the supplier.