Purchasing Terms and Conditions
- ACCEPTANCE OF ORDER: COMPLETE AGREEMENT; CHANGES AND ADDITIONS:
If your acceptance by your signature is requested on this purchase order and/or copy thereof, you may accept this order only by signing and returning the order or copy to us immediately, which will also constitute your acceptance of all terms and conditions herein. Your performance, including delivery of the goods or service ordered, will constitute acceptance of this order. If you do not intend to accept this order, please notify us promptly.
We shall have the right at any time to make changes in drawings, designs. Specifications, materials, packaging, time and place of delivery and method of transportation and Seller agree to accept such changes. If any such changes cause an increase or decrease in the cost or time required for performance, an equitable adjustment shall be made and this agreement shall be modified in writing accordingly. Any request by you for such an adjustment shall be deemed waived unless asserted in writing and itemized within ten (10) days of your receipt of the change. Any changes made to the purchased product by the seller shall be communicated and approved prior to implementation of changes.
We reserve the right to terminate this order or any part hereof for our sole convenience. In the event of such termination, you shall immediately stop all work hereunder, said shall immediately cause any of your suppliers or subcontractors to cease such work and observe any instructions from us as to work in progress. Unless otherwise agreed in writing, you shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination. plus actual direct costs resulting from termination. You shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by your suppliers or subcontractors that you could have reasonably avoided.
We may also terminate this order or any part hereof for cause in the event of default by you or your failure to comply with any of the terms and conditions of this order. Late deliveries, deliveries of products which are defective or which do not conform to this order and failure to provide us upon request with reasonable assurances of future performance shall be causes allowing us to terminate this order for cause among others. In the event termination for cause, we shall not be liable to you for any amount and you shall be liable to us for any and all damages sustained by reason of the acts or failure to act which gave rise to the termination. If it should be determined that we improperly terminated this contract for default, such termination shall be deemed to be for our convenience.
- APPLICABLE LAW AND ARBITRATION;
This order shall he constructed under and solely governed by the laws of the State of Delaware, excluding any choice of law rules, which may direct the application of the laws of another jurisdiction. Any controversy or claim arising out of or related to this Agreement or the breach thereof shall at our option be finally settled by arbitration under the Rules of the American Arbitration Association. Judgment on the award rendered may be entered by any court having jurisdiction thereof. Claims in the nature of indemnification for liability or potential liability to third parties are not subject to arbitration without our consent.
You expressly warrant that any goods and services furnished under this Agreement conform to all the specifications, drawings, samples, models, or other written or physical descriptions or guides stated or referenced in this order: are free front any latent or patent defects is labor, materials, and workmanship: meet (or to the extent necessary to meet our requirements and specifications, exceed) the standard of merchantability or, in the case of services, meet (or to the extent necessary to meet our requirements and specification, exceed.) the standard acceptable in the trade: will fulfill out ordinary purposes (or our special purpose, if specified): will not, if used for our ordinary purposes (or our special purpose, if specified) result in a violation of the law are free of security interests, liens and other encumbrances; do not infringe any patent, trademark, copyright, or other rights; and that you have good and marketable title to the goods furnished.
You shall defend, indemnify and save us harmless from any breach of this warranty and no limitations on your documents shall operate to reduce this indemnification. At our option, in addition to any other rights we may have, upon notification to you we may require you to promptly replace or correct the defects of any goods or services not conforming to the foregoing warranty or we may arrange to make such corrections or replace such goods and services and charge you for any costs and services incurred by as. You agree to extend all warranties you receive from your vendors or subcontractors and your warranties shall extend to our customers.
- PROPRIETARY INFORMATION; CONFIDENTIALITY; ADVERTISING:
You shall consider all information furnished by us to be confidential and you agree not to disclose any such information to any other person or entity, or use such information for any purpose other than performing this contract, unless you obtain express written permission from us to do so. This paragraph shall apply to, but is not limited to (a) drawings, specifications, or other documents you prepare for us in connection with this order: (b) formulas, methods, techniques, processes, technology, or know-how used by us (c) the design, detail, operation or layout of any machines, equipment, or other items used by us, and (d) any research, marketing or sales data or information as to the identity of our suppliers, distributors or customers. You further agree that only those employees or agents of yours who need to have access to the foregoing information and items will be authorized to have such access and then only to the extent needed. Upon our request you will require such employees to execute a document containing the secrecy and confidentiality provisions provided herein. You shall not advertise or publish the fact that we have contracted to purchase goods from you, nor shall you disclose any information relating to the order without our written permission. Unless otherwise agreed in writing, no commercial, financial or technical information you disclose to us in any manner or at any time shall be deemed secret or confidential and you shall have no rights against us with respect thereto except such right as may exist under laws.
- PACKAGING AND DELIVERY:
Each package shall be numbered with contents, weight, and purchase order number, your part number, our part number (where applicable) and your product and production code (Or other identification of time and place of production): shall contain an itemized packing slip: and shall be properly marked and packed to avoid loss or damage in delivery. No charges will be allowed for packing, crating, freight, express or cartage unless expressly specified on the said purchase order.
If in order so comply with our required delivery date it becomes necessary for you to ship by a more expensive means than specified in the purchase order, you shall pay any increased transportation costs resulting there from, unless we caused the necessity for such rerouting or expedited handling. Unless otherwise specified in writing herein, you shall bear the risk of loss until the goods or services have been accepted by us.
- TIME IS OF THE ESSENCE IN THIS CONTRACT:
lf delivery of items or rendering of services is not completed by the time promised we reserve the right without liability and in addition to our other rights and remedies to terminate this contract by notice effective when you receive it as to items not yet shipped or services not yet rendered and to purchase substitute items or services elsewhere and charge you with loss incurred.
- INSPECTION AND OUR ACCEPTANCE OF GOODS OR SERVICES:
Payment alone shall not constitute acceptance.
You agree to allow us, on request, free access to your plant and operations for the purpose of preliminary inspection. However, any approval by us during or related no preliminary inspection shall not constitute acceptance of the goods or services, which may only be given after delivery of the goods or completion of the services.
We shall have the right to inspect all delivered goods and to reject any or all of said goods, which in our judgment are defective or nonconforming.
We may return to you at your expense goods we reject or goods that are supplied in excess of quantities called for in this order, and in addition to our rights we may charge you all expenses of unpacking, examining, repackaging and reshipping of such goods. We reserve the right to require replacement as well as payment of damages for goods whose defects and nonconformity are not apparent on examination. Nothing contained in this order relieves you in any way of your obligation of testing, inspection, and quality control.
Subject to applicable law you warrant than the prices for the goods covered by this order are not loss favorable than those you currently extend to any other customer for the same or similar goods in similar quantities.
If during the term of this Agreement, you shall send such goods in such similar quantities, to any other customer at a price that is lower than the price that is in effect under this order, such lower price shall apply on all goods thereafter delivered pursuant hereto during the time such lower price remains is effect. This provision shall not apply if the lower price offered such customer is given to meet a lower price offered by your competitor to that customer.
You represent that we have not induced or been granted a price which violates the Robinson-Patmen Act (Relating to discriminatory pricing of goods).
Sales, use or other applicable government taxes must be included on original invoices as separately stated items, it being understood that vendor shall not charge us for any sales, use or other governmental tax with respect to which we have furnished vendor a certificate of resale or other exemption certificates.
- LIMITATION ON OUR LIABILITY; STATUTE OF LIMITATIONS:
In no event shall we be liable for anticipated or lost profits or for incidental or consequential damages. Our liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this Agreement or from the performances or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim. We shall not be liable for penalties of any description. Any action resulting from any breach on our part as to the goods or services delivered hereunder must be commenced within one year after the cause of action has occurred.
- RoHS COMPLIANCE OF PRODUCTS PURCHASED:
A RoHS Certificate of Conformance for each RoHS part on this order is required and should state:
“I certify, to the best of my knowledge, based on available information provided to me, that the products listed on the Certificate of Conformance/Compliance meet the RoHS guidelines for Electronic Components and hardware.”
- 1ST Article Procedures and Guidelines:
Supplier shall submit with all 1st article parts, the applicable testing documentation they performed to meet the guidelines of the drawings and/or specifications supplied to them from Fiberguide Industries. This will include items such as Inspection Results, Certificates of Compliance/Conformance for materials and/or specifications and any other documentation that they have available such as SPC, etc.
- Reference Documents:
Seller may obtain from Customer, unique documents (e.g., ISO9001 2008 Certificate, C of C’s for parts sold to supplier by customer, etc.) as referenced in this PO and on Customers website, which pertain to products Seller manufacturers/sells to Customer
- Counterfeit Parts Prevention:
- Seller agrees and shall ensure that Counterfeit Work/Product is not delivered to Fiberguide Industries. (Customer)
- Seller of this purchase order shall provide certificates of conformance, and OEM documentation that authenticates traceability of purchased item, with each shipment of product, or within 48 hours of request.
- Certificate of Conformance will include Customer Purchase Order number, Product Part Number, Date of Manufacture, quantity manufactured /sold
- Seller shall make available, Per Customer request, Certificates of Conformance from sub-tier suppliers of components to manufacture Customer purchased part(s)
- If seller is a member of GIDEP, then Seller will provide evidence of membership
WE OBJECT TO ANY MODIFICATION OR EXCLUSION OF ANY OF THE FORGOING WARRANTIES