Terms and Conditions of Purchase

1. DELIVERIES – Deliveries hereunder shall be made by seller at such times and places and of such items and quantities as specified by the buyer; if seller fails to make deliveries promptly and regularly, as required hereunder, buyer may at its election, terminate this order by telephone or written notice to Seller.
2. SHIPMENT – Seller shall suitably pack, mark and ship in accordance with any instructions from buyer and the requirements of common carriers, to secure the lowest transportation costs.  Seller shall be liable for any difference in freight charges or damage to the materials by its failure to comply there with.  Buyer may require seller to send a Notice of Shipment giving the number of the order, kind and amount of materials, and route at or prior to time of shipment. Reference paragraph # 11.
3. QUANTITY – THE SPECIFIC QUANTITY ORDERED MUST BE DELIVERED IN FULL AND NOT CHANGED WITHOUT BUYER’S CONCENT IN WRITING.  ANY UNAUTHORIZED QUANTITY EITHER IN EXCESS OF OR LESS THAN THE QUANTITY ORDERED IS SUBJECT TO OUR REJECTION AND RETURN AT SELLER EXPENSE.
4. PRICE – If price is not stated on this order, it is agreed that the goods shall be billed at the price last quoted or billed at the prevailing market price, whichever is lower.  This order must not be filled at a higher price than the last quoted or changed without buyer’s specific authorization. In no event shall the price of the goods be higher than any price charged by the seller to any other customer for the like goods.  Seller also represents that the merchandise covered by this order was not manufactured and is not being sold or priced in violation of any federal state or local law.
5. WARRANTY – Seller expressly warrants that all the material and articles covered by this order or other description or specification furnished by the buyer, will be in exact accordance with such order description or specifications and free from defects in material and/or workmanship and merchantable.  Such warranty shall survive delivery and shall not be deemed “waived” either by reason of buyer’s acceptance of said materials, articles or by payment to them.  Any deviation from this order or specifications furnished hereunder or any other exceptions or alterations must be approved in writing by the buyer.  No disclaimer or warranty or limitation of liability for warranty appearing in any form used by seller shall have any affect whatsoever nor shall such disclaimer or imitation of liability be considered a part of the contract.
6. RETURNS – Buyer may return any materials which are defective, unsatisfactory or inferior quality or workmanship, or fail to meet the specifications or other requirements of this order.  Such materials shall, unless used by buyer, remain on the property of seller, and may be returned at seller’s risk and expense and seller shall reimburse buyer for all prior payment therefore and/or costs incurred in connection with delivery or return of such materials.  Any defective or returned material sent for credit and where no open balance on buyers account is evident or anticipated, it will be the responsibility of seller to reimburse buyer value of material in monies rather than credit.
7. INSEPCTION – All goods received shall be subject to the right of inspection and rejection of the buyer.  No payment for goods ordered here shall constitute an acceptance thereof and is without prejudice or any claim that buyer may have against the seller.  Certification of all material or finishing to be submitted if requested by the buyer.
8. ACCEPTANCE – This offer is subject to withdrawal at any time prior to communication of acceptance to buyer.  Upon such acceptance, the terms set forth on this purchase order shall constitute the entire agreement relating to the purchase of the goods ordered on the face hereof and shipment or delivery of said goods by seller shall be deemed to be acceptance of said terms in their entirety.  Seller is hereby notified of buyer’s objection to any terms inconsistent here with and any additional terms proposed by seller in accepting or acknowledging this order and such terms shall not be part of this agreement unless accepted in writing by buyer.  Neither buyer’s subsequent lack objection to any such terms, nor the acceptance of goods ordered hereby, shall constitute or be deemed an agreement by buyer to any such terms.  Seller may not assign this order without buyer’s prior written consent.
9. DEFAULT – In the event the seller defaults in any of its obligations hereunder or upon the death, dissolution, termination or existence, insolvency, business failure, appointment of a receiver of any pat of the property of seller, assignment for the benefit of creditors by the calling of a meeting of creditors of, or the commencement of any proceeding under any bankruptcy or insolvency law wherein the seller is the debtor or the bankrupt or the termination by a surety for seller of its obligations under any contract to suretyship, buyer may upon its election, cancel this order.
10.  DISCOUNTS – ALL INVOICES ARE SUJECT TO DISCOUNT, discount period will be calculated from date invoice is received in buyer’s office, except that if invoice requirements of Section 11 and 13 are not met. The date for calculating the discount period shall be postponed until these requirements are met.
11. FREIGHT CHARGES – On goods purchased “delivered’ or “F.O.B.” buyer’s plant.  Seller must prepay freight or other carrying charges and supply buyer with a prepaid bill of lading or express receipt.  Buyer will withhold payment of seller’s invoice until date this condition has been fulfilled, and reserve the right to take cash discount from this later date.  The “recourse” clause of the bill of lading must not be signed, and any overcharges which may accrue will be for seller’s account.  Shipments shall be the cheapest way unless otherwise indicated or advised.  C.O.D shipments will not be accepted.  Original and one copy of the bill of lading or comparable shipping receipt must accompany invoice.  Reference paragraph #2.
12. INFRIGEMENT WARRANTY – Seller warrant and agrees that no article or articles furnished hereunder, and the use thereof, Infringe on any patent right that he will defend any suit that may arise in respect thereto, and that he will indemnity and save harmless, the buyer, its employees,  agents, customers, and any subsidiary or affiliated company thereof, against any loss, include damages, costs and expenses, including attorney fees, which may be incurred by the insertion of any patent rights by other persons.  This clause shall be considered inapplicable to agreements covering basic raw material and basic structural material which are unpatented and unpatentable.  Buyer assumes and will hold seller harmless against any design, patent infringement, liability for any article or articles furnished hereunder which are manufactured In accordance with buyer’s design specifications.
13. FAIR LABOR STANDARDS – Whether this purchase order refers to manufactured items or to work, seller warrants and agrees that he has complied, and will comply with (1) Fair labors Standards Act as amended, and (2:) Social Security and Workman’s Compensation laws as amended, if work is done on buyer’s premises, and (3) all other applicable laws, codes, regulations, rules, and orders.  Seller agrees to indemnify buyer and save harmless if seller fails to comply with foregoing and in the effort of such failure, buyer may in addition cancel this order.
14. EQUAL OPPORTUNITY – Seller recognizes that buyer (and its affiliates) requires its suppliers of goods and services to be equal employment employers and not discriminate against any employee or applicant or employment because of race, color, religion, sex, or national origin.  This purchase order specifically incorporates and make a pat hereof all the provisions of Executive Order 11246, as amended, which among other things, prohibits such discrimination, and requires Affirmative Action planning.  The seller also shall be bound and agrees to all the provisions of 38 U.s. C. Section 2012 and Executive Order 11701 38 FR 2575 which prohibits discrimination on the basis of era or disabled veteran status, and Section 503 of the Rehabilitation Act of 1973 which prohibits discrimination of the basis of handicaps.  Further, the seller agrees to maintain non-segregated facilities for all employees, and where applicable assure that known minority business enterprises will have equitable opportunity to be considered for subcontracts for goods and services.
15. FDA/NSF COMPLIANCE – If this Purchase Order relates to the purchase of any good, drug, cosmetic or pesticide, or substance the intended use of which results or may reasonably be expected to result, directly or indirectly, in its becoming a component of otherwise affecting the characteristics of any food (including any substance intended for use in production manufacturing, packaging, processing, preparing, treatment packaging, transporting, or holding food).  Seller hereby guarantees that as the date of shipment of delivery, the article compromising each shipment of other delivery hereafter made by seller to, or on the order of buyer, is, on such date (1) no adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, (2) not an article which may not, under the applicable provisions of said act be introduced into Interstate commerce; and (3) in conformance with the requirements of all applicable laws and regulations including the Federal Act the Local legislative or administrating proxy promulgations relevant to Buyer’s resale or use of the goods.
16. REMEDY – No remedy herein provided shall be deemed inclusive of any other remedy allowed by law.