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1.
ACCEPTANCE:
This purchase order is accepted by Seller's
effectively communicating to Buyer its acceptance within seven days.
Acceptance is conditioned on Seller's agreement that both the
terms and conditions stated in the summarized order transmitted by Buyer
and the detailed terms described herein are the sole terms and
conditions for this order. Any
acceptance contained herein is expressly made conditional on Seller's
assent to the additional or different terms and conditions contained
herein. This purchase
order, with any attachments, constitutes the parties entire agreement.
No waiver or modification of this agreement's terms shall be
valid unless in writing and signed by the parties.
Seller may not assign this order without the Buyer's prior
written consent.
2.
PACKING AND TRANSPORTATION:
All charges for packing, hauling, storage and
transportation to point of delivery are included in the purchase price
unless otherwise specified. Seller will pay all delivery charges in excess of any
delivery charges the Buyer has agreed to pay.
All shipments must be accompanied by packing slips, which
describe the articles, state the purchase order number and show the
shipments destination.
3. EXCESS PROCESSING AND OVER-SHIPMENTS:
The Buyer will not be liable for materials
processed in excess of its releases, nor for over shipments in excess of
quantities specified and the Buyer may return any over shipments at
Seller's expense, which shall include handling, packaging, and
transportation both ways.
4.
WARRANTIES OF SELLER:
The seller warrants that all articles and
services will conform to drawings, specifications or samples provided by
Buyer and will be merchantable, of good material and workmanship, and
free from defects. Seller
also expressly warrants that any articles, which are of Seller's design
or specifications or are Seller's standard product, will be fit and
sufficient for the purpose intended.
All articles and services are subject to Buyer's inspection.
Buyer's issuance of payment after inspection of, or receipt of
articles, or services shall not constitute a waiver of any breach of
warranty. Defective
articles may be returned to the Seller for full credit or for replacement
with new articles, at Buyer's option, and at the Seller's risk and
expense including all charges for handling, packaging, and
transportation both ways. No
replacement of defective articles are to be made except as authorized by a
replacement order.
5. CHANGES IN SPECIFICATIONS:
The Buyer may at any time make changes in the
drawings or specifications or delivery dates as to any articles,
materials, or services covered by this purchase order.
If such changes affect the cost or time required for performance
and if Seller makes claim for adjustment in writing within 30 days of
the date it receives notification of change, an equitable adjustment
shall be made.
6. PATTERNS, TOOLS AND EQUIPMENT:
Title to and the right of immediate possession
of any patterns, tools, jigs, dies, equipment or material furnished or
paid for by the Buyer shall remain in Buyer.
While retained by the Seller, such property shall be maintained
in good and usable condition at no further cost to the Buyer.
Any material furnished by the Seller and paid for by, or charged
to the Buyer shall be held on consignments by the Seller and the Seller
shall be responsible for any damage or loss thereto.
Invoices for any patterns, tools, jigs, dies and equipment will
be approved for payment only after production samples are accepted by
the Buyer.
7. USE OF DESIGNS AND PATTERNS:
If any articles included in this purchase order
are made according to designs, specifications or blue prints or by means
of any patterns, tools or dies furnished by the Buyer, the Seller agrees
that the same articles or parts will not be furnished to any other
person and that such patterns, tools or dies will not be used on any
articles or parts furnished to any other person without the Buyer's
written consent.
8. PATENTS:
The Seller warrants that any materials,
supplies or other articles furnished to the Buyer, except those made to
Buyers design will not infringe any United States or foreign patents and
the Seller, upon due notice and at its own expense, will defend any suit
or action which may be instituted against the Buyer or other persons
using or selling the Buyer's products for the alleged infringement of any
patent involving any of the articles covered by this order and the
Seller agrees to pay all costs, damages, and profits recovered in any
such suit or action.
9. CANCELLATION:
The Buyer, without cost to the Buyer, and in
addition to any other rights and remedies, reserves the right to cancel
this order in whole or in part on account of defects in material,
equipment, workmanship or quality, or if materials or any articles are
not shipped as specified herein or in release orders issued hereunder,
or are not in accordance with blueprints, drawings, specifications or
written instructions issued hereunder, or in the event the Seller should
make an assignment for the benefit of its creditors, or a receiver
should be appointed for the Seller or its property or if proceedings in
bankruptcy or for corporate reorganization should be filed by or against
the Seller, or upon the Seller's failure to comply with any of the terms
and conditions of this purchase order.
In addition, the Buyer reserves the right to cancel this order at
any time, in whole or in part, in the event governmental laws,
regulations and/or administrative acts either directly or indirectly,
require such suspension or cancellation or prevent the Buyer from
carrying out the manufacture or sale for which the items ordered are
being purchased. Buyer
reserves the right to terminate this purchase order or any portion
thereof if the items or any part thereof are no longer needed by Buyer
and, in the event of such termination, Buyer will make settlement with
Seller on an equitable basis which will cover Seller's actual cost to
date of cancellation but will not include a profit.
10.
EXCUSABLE DELAYS:
Neither party shall be liable for defaults or
delays due to acts of God or the public enemy, acts or demands of any
government or any governmental agency,
strikes, fires, labor difficulties, accidents, or other unforeseeable
causes beyond its control and not due to its fault or negligence.
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Each
party shall notify the other party in writing of the cause of such delay
within five days after the beginning thereof. During the period of any
such excusable delay by Seller, Buyer may, at its sole discretion,
obtain the goods and services required herein from another source and
Buyer's obligation to purchase same from Seller shall be diminished to
the extent of such purchases from other sources.
Buyer reserves the right to cancel this order if for any reason
goods or services required herein are not delivered or deliverable by
the specified delivery date and upon any such cancellation, Buyer shall
have no further liability to Seller.
11.
COMPLIANCE WITH THE LAW:
Seller agrees to fully observe and comply with
all applicable Federal, State and local laws, rules, regulations and
orders, and to defend, indemnify and save Buyer harmless from any act
which may be instituted against Buyer or any liability which may be
imposed upon Buyer as a result of Seller's failure to comply with such
laws, rules, regulations and orders. Seller further agrees as a condition precedent to payment, to
attach to or stamp on each invoice issued pursuant to this purchase
order, the following statement: "We hereby certify that these goods
were produced in compliance with all applicable requirements of Section
6, 7, and 12 of the Fair Labor Standards Act as Amended and of
regulations and orders of the United States Department of Labor issued
under Section 14 thereof "
12. TAXES:
The price as specified on the front of this
order includes all taxes except Federal excise taxes, if applicable and
state or local sales or use taxes, or similar taxes which the Seller is
required by law to collect from the Buyer.
Such taxes, if any, shall be separately stated on Seller's
invoice and paid by Buyer unless an exemption is available.
13. OTHER AGREEMENTS:
Seller agrees to defend and save harmless Buyer
and its subsidiaries, successors and assigns, customers and
users of its and their products, against all suits at law or in equity
from all damages, claims and demands arising out of the death or injury
to any person or damage to property alleged to have resulted from the
articles hereby ordered, and, upon the tendering of any such claim to
Seller, to defend the same at Seller's expense as to all costs, fees,
and damages.
14. WAIVER, COURSE OF DEALING, TRADE CUSTOM:
The exercise or waiver by Buyer of any right or
remedy provided herein shall be without prejudice to the subsequent
exercise by Buyer of any right or remedy provided herein or by law. No
local, general or trade custom shall effect any modification or
variation of the terms of agreement herein.
15. INDEPENDENT CONTRACTOR:
In supplying any labor hereunder, Seller
warrants that it is an independent contractor and undertakes performance
hereof as such with sole responsibility for withholding, collecting
and/or the payment of any federal, state and local payroll taxes,
unemployment insurance or taxes, social security taxes, worker's
compensation insurance or taxes or any other similar taxes or insurance
as may be required by law, with respect to its employees in the
performance of work hereunder.
16. INSPECTION OF SELLER'S SITES AND PROCESSES:
Buyer and Buyer's customers shall have the
right to visit Seller's premises, and the premises of Seller's
subcontractors, for the purpose of verifying the adequacy of
manufacturing systems and quality controls.
Such verifications shall not relieve Seller of its obligations to
establish, maintain and subject to third party review, a quality
operating system. Such
verification also shall not relieve Seller's responsibility to deliver
products acceptable to Buyer.
17. DEFENSE AND INDEMNIFICATION:
If this order involves performance of labor or
other services by Seller on the property of Buyer, Seller agrees to
defend, indemnify and hold Buyer harmless from all claims and demands
asserted for loss of life, personal injury, or property damage arising
out of or resulting from the performance of such labor or services.
Seller agrees to comply with all federal, state and local safety
laws, rules and regulations to defend, indemnify and hold Buyer harmless
against all liability for Seller's failure to comply.
If Seller is required by this contract to perform work on Buyer's
property, Seller agrees to follow any additional safety rules and
regulations imposed by the Buyer covering Seller’s work and Seller
agrees additional safety rules and regulations imposed by the Buyer
covering Seller's work and Seller agrees to defend, indemnify and hold
Buyer harmless from any liability for any damage or injury in any way
caused by Seller's failure to comply with such rules or regulations or
the failure of Seller's subcontractors, if any, to comply.
18. TITLE AND RISK OF LOSS:
Title to any goods covered by this contract
shall not pass to Buyer until delivery to Buyer at the final destination
designated, and prior to such delivery Seller retains title to and all
risk of loss, or damage (in transit or otherwise) to such goods.
19. SUBCONTRACTS:
In the event that Seller employs any
subcontractor to perform any services or to provide goods required by
this agreement Seller shall inform such subcontractor of all obligations
Seller has to Buyer hereunder and shall incorporate in its agreements
with said subcontractor identical obligations running from the
subcontractor in favor of Buyer. Seller
shall not employ any subcontractor without first obtaining written
permission to do so from Buyer, which permission must, to be effective,
conform to the requirements of paragraph 1, regarding modifications of
the agreement.
20. WAIVER OF LIENS:
Seller shall provide waivers of liens and
affidavits as to all labor expended and materials and parts supplied in
connection with this purchase order together with all invoices submitted
to Buyer for payment.
21. APPLICABLE LAW:
This contract shall be governed by and
construed in accordance with the laws of the State of Michigan.
22.
SEVERABILITY:
In the
event that any provision of this contract is found to be illegal or
unenforceable, remaining provisions shall remain in full force and
effect.
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