Terms and Conditions

Purchase Orders

1. ACCEPTANCE
This Purchase Order is subject to the terms and conditions set forth herein. No communication between parties hereto, shall be deemed to be part of this Purchase Order, nor shall it have the effect of modifying or adding to same, unless such communication is in writing and is signed by an authorized representative of the Buyer.

2. PERFORMANCE, PRICES, TITLE
A. Time is of the essence hereof. Seller shall notify Buyer immediately of any delays and of any actual or potential labor dispute which is delaying or threatens to delay timely performance of this Purchase Order. Such notice shall include all relevant information with respect to such dispute.

B. Prices, as specified in this Purchase Order are not subject to increase unless specifically authorized by an amendment to this Purchase Order and except as otherwise provided for in this Purchase Order, include all applicable federal, state and local taxes and duties.

C. Unless otherwise provided herein, title to the supplies,
shall pass to the Buyer upon acceptance by Buyer of the supplies.

3. PACKING, SHIPPING, DELIVERY
A. All items must be suitably packed and prepared for shipments to secure lowest transportation rates and comply with carrier regulations. No charges will be paid by Buyer for packing, crating or cartage unless stated in the order. Each package must be consecutively numbered and marked to show order number. Package containing packing sheets shall be properly marked.

B. All shipments shall be made to Buyer’s plant unless otherwise specified herein.

C. Deliveries shall be strictly in accordance with the schedule specified herein and in exact quantity ordered. If Seller fails to meet delivery schedule Buyer may request Seller to ship via expedited routing necessary to meet schedule and recover time lost. The difference between the expedited costs and routine routing costs shall be paid by Seller.

4. ADVANCE, EXCESSIVE SHIPMENTS
Advance shipments, if retained, will be subject to payment conforming to delivery schedules specified herein. Materials shipped in excess of quantity ordered, if returned, will be returned at Seller’s expense.

5. WARRANTY, INSPECTION, REJECTION
A. The Seller warrants for as period of one year following acceptance by the Buyer, that the articles to be furnished herein shall be free from defects in material and workmanship and shall conform to the requirements of this Purchase Order. If material is found defective, Buyer shall have the right to request that the articles be corrected and Seller agrees promptly to comply at its own cost and expense including transportation charges, if any. In the event Seller does not comply Buyer may effect correction itself, or by others, but at the cost and expense of the Seller and/or may terminate this Purchase Order in accordance with article 7 below, without liability. In lieu of the foregoing, Buyer may, in its discretion, elect to accept and retain the defective articles at a reduction in price, corresponding to the decreased value.

B. Materials to be used in the performance of Government contracts may be inspected and tested at all reasonable times and places, either before, during or after manufacture by Buyer or by the Government Agency concerned, at the Buyers discretion. If inspected and test are made on the premises of Seller or Seller’s subcontractor, Seller shall furnish without additional charge all reasonable facilities and assistance for the safe and convenient inspection and tests required by the inspectors in the performance of their duty. DAR 7-103.5(a) Inspection applies. The reference in paragraph (b) thereof to the “Default” clause shall be deemed to refer to Article 7, paragraph A “Cancellation (default termination)” below. 

C. Buyer shall notify Seller if any items delivered hereunder are rejected, and at the Buyer’s election and Seller’s risk and expense, such items shall be held by Buyer or returned to Seller. No replacement of defective items shall be made by Seller unless agreed to in writing by Buyer.


6. CHANGES
Buyer reserves the right at any time to make changes in delivery schedules, drawings and specifications as to any articles, material and work covered by this Purchase Order. If such changes affect price or delivery schedules, Seller shall notify Buyer immediately, in order that an equitable adjustment in price and/or time of delivery may be negotiated.

7. CANCELLATION (DEFAULT TERMINATION), REPROCUREMENT, INSOLVENCY
A. Buyer may by written notice of default to Seller, terminate this Purchase Order or any part thereof if Seller (1) fails to deliver the articles or perform the services, in accordance with the delivery schedules specified herein, or any extension thereof, or (2) so fails to make progress as to endanger performance of this Purchase Order, or fails to comply with any of the other provisions of this Purchase Order and does not remedy such failures within a period of ten (10) days, or at such longer period as Buyer may authorize in writing after receipt of notice from Buyer, specifying such
failure.

B. In the event of termination pursuant to this clause, Buyer may purchase the articles elsewhere and the Seller shall be liable, to the Buyer, for any excess cost of re-procurement to Buyer, and damages, if any, suffered by Buyer provided however, that the Seller shall not be liable for such excess costs and damages, when the delay of Seller in making deliveries is due to causes beyond the control and without the fault or negligence of the Seller. No cause shall constitute a basis for excusable delay, unless Seller has notified Buyer, in writing, of the existence of such cause with ten (10) days from beginning thereof.

C. Buyer may, by written notice, terminate this order in whole or in part for default if, in the Buyer’s opinion, Seller is insolvent or in any unsound financial condition so as to endanger performance or Seller files for bankruptcy.


8. TERMINATION FOR CONVENIENCE
This Purchase Order may be terminated by Buyer, in whole or in part, when it is determined that termination is in the best interest of the Buyer. Buyer shall notify Seller, in writing, of Notice of Termination and shall specify the extent to which performance of work under this Purchase Order is terminated and the date upon which such termination becomes effective.

 After receipt of such Notice of Termination the Seller shall:

(a) Stop work under the Purchase Order on the date and to the extent specified on the Notice of Termination.

(b) Place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion of the work under the Purchase Order that is not terminated.

(c) Terminate all orders or subcontracts to the extent that they relate to the performance of work terminated.

(d) Assign to the Buyer, in the manner, all the times and to the extent directed by the Buyer, all of the right, title and interest of the Seller under the orders and subcontracts so terminated, in which case the Buyer shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.

(e) Settle all outstanding liabilities and claims arising out of such termination of orders and subcontracts, with the approval of the Buyer.

(f) Transfer title and deliver to Buyer, in the manner, at the times, and to the extent, if any, directed by the Buyer (a) completed work, work in process, supplies and other material produced or acquired for this Purchase Order, to the extent that they relate to the portion of work terminated and (b) the completed or partially completed, drawings, information and any other property or data which, if the Purchase Order had been required to be furnished to the Buyer.