Purchase Order Terms and Conditions (North America only)
Acceptance of this order by Seller is expressly limited to the terms and conditions contained in this order. Any term or condition stated by the Seller in any prior proposal, or stated on Seller’s acknowledgement form is deemed by Buyer to be a material alteration of this order and is hereby objected to by Buyer. Any such terms or conditions shall be totally inapplicable to this order, unless specifically agreed to in writing and signed by Buyer. Acceptance of goods or services covered by this order will not constitute acceptance by Buyer of Seller’s terms and conditions. Any of the following acts by Seller shall constitute acceptance of this order and all of its terms and conditions: signing and returning a copy of this order or an acknowledgment form, delivery of goods ordered, or informing the Buyer in any manner of commencement of performance.
On time delivery is of utmost importance. Seller shall be held liable for premium transportation costs if contract delivery schedules are not met. Buyer has the right to refuse goods, without penalty, which do not arrive according to the schedule contained in the purchase order. Seller may also be liable for all costs and liabilities incurred by the Buyer as a result of late or lost deliveries, including without limitation, all costs incurred by the Buyer in purchasing goods elsewhere. Acceptance by the Buyer of a late delivery shall not constitute a waiver or prejudice the Buyer’s claim for any damage the late delivery may have caused. Loss of, or damage to goods not packed in such a manner as to insure proper protection to same shall be borne by Seller. Each package of goods shipped must contain a complete packing list, referencing the purchase order and Buyer’s in-house part numbers.
Seller, by accepting this order, warrants that the items and/or services to be furnished will be in full conformity with Buyer’s specifications, drawings and data, and will be fir for the use intended by the Buyer. Seller agrees that this warranty shall survive the acceptance (installation) of the items and services. All warranties of Seller, or Seller’s subcontractors or suppliers shall remain in effect as to each item and each increment of service, for a minimum of one year after final acceptance or the length of the published standard warranty (after final acceptance), regardless of when delivery occurred or when payment was made.
Upon request, all inspections records related to the items shall be available to the Buyer during the performance of this PO. No inspections or acceptance of the items shall relieve the Seller from responsibilities for any defects in the items, or for latent defects. If items shipped are rejected, upon notifying the Seller in writing, Buyer may purchase like goods elsewhere and/or obtain like services elsewhere and charge Seller with any loss (direct or indirect) sustained by Buyer (including any difference between the price paid by Buyer as specified on the face hereof), plus all costs of collecting the same. Buyer shall not be obligated too pay for any goods shipped and/or services rendered when rejected, including all associated shipping charges. Upon specific notification by Buyer, Seller shall promptly repair or replace each defective item, or issue full credit.
All information obtained by Seller from Buyer, including all drawings and or specifications, shall be: considered proprietary, received in strict confidence, and shall remain the property of Buyer. Seller shall not disclose this information to any other party, except for the purpose of performance for this PO, without prior written consent from Buyer. Seller shall take all reasonable precautions to protect confidentiality of such information. Seller also warrants the items furnished hereunder do not infringe or violate any United States or Canadian patent, trademark, copyright, trade secret or any other proprietary right of any third party.
Buyer shall not be liable for any default hereunder due to acts of God or of the public enemy, acts of the American government or any agency thereof, fire flood, epidemic, or quarantine restrictions, strikes, and freight embargoes, or to other causes whatsoever that are beyond the immediate and direct control of the Buyer. Buyer may, without liability, by written notice to Seller either a): cancel this PO, in whole or part, as to any undelivered goods and/or unrendered services or b): suspend/delay, in whole or in part, deliveries of goods and/or acceptance of services by Seller for the period and to the extent pf such prevention, impairment, delay or restriction. This contract shall be interpreted according to the laws of the State of Montana.
Seller shall comply with all federal, state, and local laws, ordinances and regulations as well as all executive and administrative orders, rules or regulations applicable to the manufacture, sale, delivery, packaging or labeling of the goods ordered in Seller’s performance of any service hereunder, including without limitation, the Fair Labor Standards Act of 1938, as amended. Upon request, Seller will furnish Buyer a certificate of compliance with any such laws, orders or regulations in such form as Buyer may require. If any work is done or service performed on Buyer’s premises, Seller shall defend, indemnify and hold Buyer and our customers harmless from and against any liability, loss and/or cost of expense. Ex Order11246, as amended, section 402 of Vietnam Era Vet. Readjustment Act of 1972, as amended and Sec. 503 of the Rehabilitation act of 1973, as amended, contain required contract clauses relative to Equal Employment Opportunity and Affirmative Action are incorporated herein by specific reference, where applicable.
IT IS SELLER’S RESPONSIBILITY TO ADVISE THE BUYER, IN WRITING, WITHIN TEN DAYS OF PLACEMENT OF ORDER SHOULD THE SELLER BE UNABLE TO HONOR ITS COMMITMENTS HEREUNDER.