1. ACCEPTANCE: This Order covers the goods (“Goods”) and services (“Services'”) described on the face of this Order. Supplier acknowledges that commencement of work under this Order constitutes acceptance of these terms and conditions. Any additional or different terms and conditions proposed by Supplier are unacceptable and are hereby expressly rejected by Buyer.
2. SHIPPING: For each shipment of Goods Supplier will: (1) properly pack, mark and ship the Goods in accordance with the requirements of Buyer and outbound carriers so as to secure the lowest transportation cost; (2) route the shipment in accordance with Buyer’s instructions; (3) make no charge for handling, packaging, storage or transportation unless otherwise expressly stated In this Order; (4) provide packing slips showing Buyer’s order number; (5) properly mark each package with Buyer’s order number, the plant and dock number, and where multiple packages comprise a single shipment, consecutively number each package; and (6) promptly forward the original bill of lading or other shipping receipt In accordance with Buyer’s instructions. Unless otherwise specified by Buyer, Goods will be shipped F.O.B, point of destination.
3. DELIVERY: Each delivery constitutes a separate transaction. Supplier will complete deliveries in quantities and at time specified In Buyer’s schedules, and Buyer Is not required to pay for any access quantities delivered. Buyer may change or suspend scheduled shipments without modification of the price for Goods or Services. Where quantities and/or delivery schedules are not specified, Supplier will deliver Goods In such quantities and at such times as Buyer may direct or Supplier fails to meet Buyer’s delivery requirements as a result of Supplier’s act or omission, Supplier will, at Buyer’s request, either ship the Goods as expeditiously as possible without additional cost to Buyer, or promptly reimburse Buyer for any Increased costs Buyer Incurs for expedited transportation. Buyer’s acceptance of an expedited shipment does not constitute waiver of losses or damages resulting from a delay caused by Shipper.
4. BILLING: Supplier will render correct and complete Invoices to Buyer promptly after Either delivery of goods or performance of services, and accept payment (by check or the cash equivalent of (including electronic funds transfer). Suppliers Invoice for Goods delivered to U.S. destinations must include a certification that all Goods were produced in compliance with the applicable requirements of 6, 7 and 12 of the Fair Labor Standards Act, as amended and related U.S. Department of labor regulations and orders. Buyers may withhold payment pending receipt evidence, in such form and detail us Buyer may direct, of the absence of any liens, encumbrances and claims on the Goods provided. Buyer may also deduct from amounts due Supplier under this Order any amounts owed by Supplier to Buyer or its affiliates.
5. CHANGES: Buyer reserves the right at any time to direct changes to drawings and specifications of the Goods or to otherwise change the scope of work covered by this order. Any resulting difference in price or time for performance will be equitably adjusted by Buyer after receipt of documentation In such form and detail as Buyer may direct.
6. INSPECTION· RIGHT OF ACCESS: Buyer, Its customers and regulatory authorities may enter the Suppliers’ Facilities at reasonable times to inspect the work covered by this Order and audit Supplier’s compliance with its’ obligations under this order, No inspection by Buyer will constitute acceptance of any work in progress or finished Goods,
7. FORCE MAJEURE: Any delay or failure by either party to perform its obligations under this Order will not be a default under this order if and to the extent such delay Is caused by an event beyond its’ reasonable control and without Its fault, provided prompt written notice of the details given to the other party. During any delay affecting Supplier, Buyer may (1) purchase Goods from other sources and reduce Its scheduled purchases from Supplier accordingly, or (2) require Supplier to provide Goods from other sources in quantities and at times required by Buyer, at the prices set forth In this Order. If delay effecting Supplier lasts more than 30 days or If Supplier does not provide adequate assurance that the delay will cease within 30 days, Buyer may Immediately terminate this Order without liability.
8. WARRANTY: Suppler acknowledges that It knows of Buyer’s intended use for the Goods end warrants that (1) all Goods will be fit and sufficient for the particular use Intended by Buyer, (2) all Goods and Services will conform to the specifications, drawings, samples or descriptions furnished to or approved by Buyer, and will be merchantable, of good material and workmanship and free from defect, (3) upon the receipt of Goods, Buyer will have marketable title to those Goods free of all liens, encumbrances and claims; and (4) the Goods will not be produced with forced labor (as defined In 19 U.S.C, Section 1307). To the extent Buyer rejects Goods as nonconforming, the quantities under this Order will automatically be reduced unless Buyer otherwise notifies Supplier. Buyer will hold nonconforming Goods for disposition In accordance with Supplier’s Instructions at Supplier’s risk, and may charge Supplier for storage, handling and disposal of nonconforming Goods. Neither payment for nonconforming Goods nor Buyer’s Inspection, storage, handling or disposal of the Goods will constitute an acceptance of those Goods or limit Buyer’s right to any available remedy. Suppliers express warranties do not negate any warranty; or condition imposed or Implied by any applicable sales of goods laws.
9. MATERIALS: Supplier will furnish to Buyer current Material Safely Data Sheets for all Goods. If requested by Buyer, Supplier will also promptly furnish a list showing the Identity and quantity of all materials and Ingredients In the Goods. If the Services involve handling any hazardous or toxic wastes (“Wastes'”) at or from Buyer’s facility, Supplier will (1) handle all wastes so as to avoid risk of harm to human health or the environment, (2) take title to any Wastes removed from facility when loaded on the outbound vehicle or otherwise accepted, and (3) maintain complete and accurate records of all wastes handled and Supplier’s Compliance with applicable laws for at least three (3) years after completion of the Services (and longer if required by law).
10. DEFAULT: Supplier will be in default if (1) Supplier fails to perform any of its obligations under this Order or endangers timely and proper completion of Services or delivery of Goods, and does not correct the failure within 10 days after receipt of notice from Buyer, or (2) Supplier commits an act of bankruptcy, becomes insolvent or makes a general assignment for the benefit of creditors, or (3) any voluntary or involuntary proceeding is commenced by or concerning Supplier related to bankruptcy, insolvency, liquidation or dissolution, or(4) any receiver, manager or trustee is appointed for all or a substantial part of Supplier’s assets. Upon default buyer may in addition to all other rights and remedies available under this order or by law or in equity, terminate or suspend all or any part of this order and recover all damages (including reasonable legal fees) resulting from the default.
11. TERMINATION FOR CONVENIENCE: In addition to its other rights of termination,
Buyer may at its sole discretion Immediately terminate all or any part of this Order at any time and for any reason or for convenience by written notice to Supplier. Upon a termination under this paragraph 11, Buyer will pay to supplier without duplication (1) the Order price for unpaid Goods or Services completed In accordance with this Order, and (2) the actual reasonable cost of work in process and raw materials in cured by Supplier In furnishing the Goods or Services to the extent that such costs are properly allocable (not to exceed the Applicable Order price) under generally accepted accounting principles to the terminated portion of this Order, less the reasonable value or cost (whichever Is higher) of any unfinished Goods or materials used or sold by Supplier with Buyer’s written consent, and less the cost of any damaged or destroyed Goods or materials. Buyer will not pay for quantities In excess of those authorized in delivery releases or for undelivered Goods which are in Supplier’s standard stock or which are readily marketable. Buyers’ liability for termination is limited to amounts permitted by this Paragraph 11, and Buyer will not be liable for loss of anticipated profit, unabsorbed overhead or any other special, indirect or consequential damages resulting from termination a/this Order. Supplier must submit any termination claim to Buyer, with appropriate supporting data, within 60 days after the effective date of termination.
12. INTELLECTUAL PROPERTY: Supplier will defend, indemnify and hold harmless Buyer, its affiliate, insurers and customers, from and against all claims, demands, losses, suits, damages, liability and expenses (Including reasonable legal fees arising out of any actual or alleged Infringement of, or Inducement to infringe, any patent, trademark, Copyright or mask work right by reason of the manufacture, use or sale of the Goods or Services, Including infringement arising out of compliance with specification furnished by Buyer, or for actual or alleged misuse or misappropriation of a trade secret resulting directly or indirectly from Supplier’s actions. Supplier grants to Buyer a worldwide, nonexclusive, royalty-free, irrevocable license to use repair or re-construct the Goods. Supplier assigns to Buyer all right, title and interest in and to all trademarks, copyrights and mask work rights in any material created for Buyer under this Order. Supplier waives any claim (other than a claim for patent infringement) with respect to any technical information which may be disclosed to Buyer in connection with the Goods or Services.
13. INSURANCE AND INDEMNIFICATION: Supplier will maintain the following minimum insurance coverage’s: (1) Workers Compensation statutory limits, (2) Employer’s Liability-$250,000 per occurrence, and (3) Comprehensive General Liability (including products/completed operations and blanket contractual liability) and Automobile liability (including owned, non-owned and hired vehicles)-$1,000,000 combined single limit per occurrence for bodily Injury and property damage. At Buyer’s request, Supplier will furnish certificates of insurance evidencing the foregoing coverage’s and providing for at least 30 days prior written notice to Buyer Of any termination or reduction in coverage. Supplier will defend, indemnify and hold harmless Buyer, Its affiliates, Insurers and customers, from and against all claims, demands, losses, suits, damages, liability, costs and expenses (Including reasonable legal fees) arising out of (1)defective or allegedly defective materials or workmanship In any Goods not withstanding any inspection, acceptance, payment or processing by Buyer, (2) Suppliers use of any bailed property, (3) Injuries sustained by Supplier’s employees, agents or contractor performing Services at Buyer’s facilities, or (4) Supplier’s failure to comply with these terms and conditions.
14. BAILED PROPERTY: All tools, supplies, equipment, and other items furnished directly or indirectly by Buyer to perform this Order, or for which Supplier have been reimbursed by Buyer, are and shall remain the property of Buyer (“Bailed Property”). Supplier will bear all risk of loss of and damage to Bailed Property. Bailed Property will at all times be properly housed and maintained by Supplier, may not be used by Supplier for any purpose other than to perform this Order, must be conspicuously marked as the property of Buyer, may not be commingled with the property of Supplier or with that of any third person, and may not be removed from Supplier’s premises without the Buyer’s prior written consent. At Buyer’s request, Supplier will immediately release the Bailed Property to Buyer’s carrier for transportation in accordance with Buyer’s instructions.
15. MISCELLANEAOUS:
15.1 Entire Agreement: This Order, together with any attachments referenced on the face of this Order, constitutes the entire agreement between Supplier and Buyer with respect to its subject matter and supersedes all prior oral or written representations and agreements. No prior course of dealing will be used to alter the express terms and conditions of this Order. This Order may be modified only by an amendment Issued by Buyer.
15.2 Waivers: Either party’s failure strictly to enforce any provision of this Order will not be construed as a waiver of that provision or as excusing the other party from future performance.
15.3 Compliance with Laws: Supplier will comply with all laws, orders, rules, regulations and ordinances applicable to Supplier’s performance of its obligations under this Order.
15.4 Assignment: Supplier may not assign or delegate its obligations under this Order without Buyer’s prior written consent.
15.5 Advertising: Supplier may not, without Buyer’s prior written consent, advertise or publish the fact that Supplier has contracted to furnish the Goods and Services or use any trademarks or trade names of Buyer in Supplier’s advertising or promotional materials.
15.6 Governing Law: This Order shall be construed and enforced according to the laws of the State of Ohio. If any provision of this Order violates any applicable law, that provision will be ineffective to the extent of the violation without voiding any other provision of this Order
15.7 CUSTOMER SPECIFIC REQUIREMENTS that apply will be reflected on Buyer’s Purchase Order to Seller. Seller is responsible to abide by the customer specific requirements which means requirements imposed on the Buyer from its customers that must be flowed down from Buyer to Seller. These flow-down requirements include the following, as a minimum, to ensure that all pertinent persons are aware of their contribution to product or service conformity, their contribution to product safety and the importance of ethical behavior.