Acceptance of Order: As used herein, Seller shall mean the supplier whose name and address are set forth on the reverse side of this purchase order, an Buyer shall mean Siri Wire. Or any of its subsidiaries. Seller agrees that the following terms and conditions will control its performance and the performance of Buyer under this order. Should Seller accept the order in any other manner, Buyer preemptively OBJECTS TO THE INCLUSION OF ANY DIFFERENT OR ADDITIONAL TERMS proposed by Seller In said acceptance. If different or additional terms are included in Sellers acceptance, a contract of sale will result on Buyers side of this purchase order. If this purchase order responds to or follows a written or oral quotation or other document which could be reasonably construed as an offer and which contains terms and conditions different from or additional to those set forth below, then this purchase order shall not constitute an acceptance thereof. Buyers acceptance of such offer is expressly conditioned on Sellers assent to the terms and conditions set forth below or on the reverse side of this purchase order.
Changes: Buyer reserves the right to make changes at any time in (a) work lobe performed or materials to be finished: (b) drawings, designs or specifications applicable to said work or materials: (c) methods of shipment and packing: and (d) time and place of delivery including temporary suspension of shipments. If any such change causes an increase or decrease in the cost of performance of this order or In the time required for performance of this order, an equitable adjustment shall be made in the contract price or delivery schedule, or both. Any claim by Seller for adjustment under this clause shall be deemed waived unless asserted to in writing within thirty (30) days after the date of the written order affecting this change. Price increases or extensions of lime for delivery shall not be binding on Buyer unless evidenced by a purchase order change notice issued by the Buyer.
Delivery: Failure of the Seller to make delivery of Items or provide services within the time specified in this order shall be a material breach entitling Buyer to terminate the contract and recover damages. Delivery shall be strictly in accordance with the delivery schedule of this order. Delivery of any goods prior to the delivery schedule or delivery of any goods in excess of the specified quantity, without the Buyers written approval, shall be solely at Sellers risk. Buyer shall have no obligation to pay for goods shipped in advance of the delivery schedule specified herein until the normal maturity date following the date specified for delivery. If Seller fails to meet Buyers delivery schedule and Buyer elects to call upon Seller for expedited shipment, Seller agrees to assume all excess of premium transportation costs incurred.
Risk of Loss: Notwithstanding any terms set forth on Buyers order concerning the payment of freight or transportation charges, risk of loss and damage to the goods shall remain with Seller until delivery has been completed.
Inspection: Buyer shall have the right to inspect and test all goods and services requested under its order at all reasonable time including during manufacture. Seller strati furnish without additional charge all reasonable facilities and assistance for safe and convenient inspections or tests.
Notwithstanding any prior examination, payment or the passage of title, all goods and the results of services performed are subject to final inspection and acceptance at Buyers plant. Such final inspection shall be made within 90 days after receipt of the goods at Buyers plant and the performances of the services requested.
Prices: If a price is specified in this order, no Increase in price maybe charged by the Seller to Buyer without the written consent of Buyer.
Warranties: Seller warrants that all items delivered and services provided hereunder shall be free from defects in workmanship, material, and manufacture for a period of one (1) year specified in Sellers warranty, whichever is longer, from the date of delivery: shall comply with the requirements of the purchase order, including any drawings or specifications incorporated herein or samples furnished by Buyer: and, if Sellers design shall be free from defects in design , Seller further warrants that all items purchased hereunder shall be of merchantable quality and shall be fit and suitable for the purposes Intended, whether expressed or reasonably implied. The foregoing warranties shall survive any delivery, inspection, acceptance, or payment by Buyer, its successors; assigns, customers and any third parties injured in person or property by reason of any breach thereof.
In the event that any items sold and delivered and services provided thereunder shall be defective in any respect whatsoever, Seller will indemnify and hold Buyer harmless from and against any and all losses, claims, cost (including counsel fees) and damages (including incidental and consequential damages) which Buyer may sustain or become liable for in whole or in part by reason of said defect, whether said losses, costs, claims, and damages result from injuries to persons or property, and whether said liability is premised on contract, tort (including, without limitation, strict liability), or otherwise,
Nondisclosure of Buyers Property: All drawings, specification artwork, patterns, information, or data furnished by Buyer or developed by Seller in connection with this order shall be Buyers exclusive property, shall be used by Seller only for Buyers work, shall be kept confidential, and shall be returned promptly at Buyers request, If any work relating to this order is assigned to subcontractors, Seller shall require a similar agreement from said subcontractors. Unless otherwise agreed in writing, all tools, pattern equipment, or material of every description furnished to Seller by Buyer or paid for by Buyer, any replacement thereof, and any material affixed or attached thereto shall be personal property of Buyer. Such property shall be plainly marked or otherwise adequately identified by Seller as Buyers property, and shall be safely stored separately and apart from Seller s property. Seller shall not substitute any property for Buyers property and shall not use such properly except in filling Buyers orders.
Termination: Buyer may, at any time, terminate this order in whole or in part by written or telegraphic notice, or verbal notice confirmed in writing. If this order is terminated for Buyer s convenience and Seller Is in full compliance with the conditions of this order, any claim by Seller shall be settled on the basis of reasonable costs it has incurred In the performance thereof. If, however, Seller has breached any condition of this order, whether said break affects the entire order or one or more installments thereof, or if the Seller becomes insolvent by any test, is voluntarily or involuntarily adjudicated bankrupt or subjected to reorganization or rehabilitation under any applicable law, or appoints or suffers the appointment of a trustee, receiver or assignee for the benefit of creditors, Seller shall not be entitled to any costs, and Buyer shall have against Seller all remedies provided at law or equity.
Cumulative Rights and Remedies: The rights and remedies herein provided to Buyer shall be cumulative as to one another, and shall be in addition to any other rights and remedies provided in law or equity.
Waivers: A waiver by Buyer of any failure on Sellers part to carry out any condition, term, or part of this order shall not act as a waiver by Buyer with respect to any recurrence of such failure or with respect to a failure to carry out any other condition, term or part.
Aroitration: Any controversy or claim arising out of or relating to any contract, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered In any Court having jurisdiction thereof.
Sole Agreement: This proposal supersedes and canceis any previous understanding or agreement written or implied, between the parties relating to the goods covered hereby. It expresses the complete and final understanding of the parties in respect thereto, and may not be changed in any way except in writing signed by both parties.
EEO/Affirmative Action: The Company agrees and warrants that in performance of this contract it will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religion, age, sex, marital status, physical handicap, national origin, political belief, mental retardation, and history of mental disorder, unless it is shown by such Company that the physical or mental disability prevents performance of the work involved. During the performance of this purchase order, the vendor agrees to comply with Executive Order 11246, as amended; Section 503 of the Rehabilitation Act of 1973, as amended; and the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended (38 USC 2012).
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