General Terms and Conditions
- Acceptance of Entire Agreement: These Purchase Order General Terms and Conditions including the terms and conditions on the face of the Purchase Order delivered by Buyer and all proposals, designs, plans and other documents specified by Buyer in such Purchase Order (hereinafter collectively defined as the “Contract”) shall govern all purchases made by the Buyer from the Seller of goods, products and other equipment, including any software imbedded therein (“Products”) and/or services (“Services”). Unless governed by a separate and specific agreement mutually agreed to in writing, executed by an authorized representative of both Parties, this Contract shall constitute the complete and final written agreement between Buyer and Seller and supersedes all other agreements and understandings between the Parties regarding the supply of Products and the performance of Services pursuant to the Contract. Seller’s terms and conditions, whether included by reference in this Contract or in any other document delivered or issued by Seller, shall not be binding on the Buyer unless Buyer expressly agrees in writing and which acceptance shall be clearly referenced on the face of the Purchase Order.
- Price: The Products supplied or to be supplied and the Services performed or to be performed pursuant to this Contract shall not be invoiced at a higher price than set out in the Purchase Order without the prior written consent of Buyer. The price set out in the Purchase Order is all inclusive of taxes, fees and other costs, and subject to this Section 2, Seller is not entitled to any additional payment unless agreed to in writing by Buyer. No charges will be allowed for packing, crating, freight surcharges, expedited delivery or cartage unless expressly stated in the Purchase Order
- Quantity: The specific quantity ordered must be delivered in full and not changed without Buyer's written consent. Any unauthorized quantity is subject to Buyer's rejection at Seller's expense.
- Delivery: Time of delivery is of the essence of this contract. Buyer reserves the right to refuse any goods and to cancel all or part of this order if Seller fails to deliver any part of the goods in accordance with the terms of this order. Delivery shall not be deemed complete until goods have been actually received and accepted by Buyer, notwithstanding any agreement to pay freight or other transportation charges. Title will remain with Seller until goods are actually received and accepted in good condition by Buyer. Seller is responsible to pack goods to assure safe transit to destination.
- Warranties, Inspection, and Right of Rejection: All goods shall be received subject to Buyer's right of inspection and rejection. Defective goods or goods not in accordance with Buyer's specifications will be returned at Seller's expense. Payment for goods on this order prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims that Buyer may have against Seller. Seller warrants that the goods covered by this order are of merchantable quality and except in the case of goods for which Buyer furnishes complete design and specifications, are fit and safe for consumer use.
- Indemnity and Limitation of Liability: Acceptance of this order shall constitute an agreement on Seller's part to indemnify Buyer against all liability, loss and damage, including reasonable counsel fees, sustained by Buyer by reason of failure of goods to conform to such warranties or any requirement of law. Such indemnity shall be in addition to any other remedies afforded by law. Except in the case of goods for which Buyer furnishes complete design and specifications, Seller warrants that the purchase, use and sale of the articles herein ordered does not and will not infringe on any United States or foreign patents or trademarks and Seller agrees to indemnify, defend and save harmless Buyer and its customers from and against any and all suits, claims, demands, and damages for actual or alleged patent infringement, including reasonable legal fees and costs.
- Intellectual Property: All drawings and specifications supplied by Buyer in connection with this order are proprietary and are for the exclusive use of the Buyer. Seller will be responsible for any damages resulting from his release and/or use of drawings and specifications by or for others.
- Compliance with Environmental and Regulatory Laws: Seller represents that the goods covered by this order have been manufactured in accordance with the requirements of the Fair Labor Standards Act, Environmental Protection Act and other applicable federal, state and local laws, rules and regulations.