Purchase Order Terms & Conditions
TERMS AND CONDITIONS OF SALE
Prices do not include (and Customer agrees to pay) taxes, tariffs, duties, or fees of any kind, which may be levied or imposed on either party by federal, state, municipal, or other governmental authorities in connection with the sale or delivery of the Parts by Seller.
2.0 Terms of Payment.
Customer agrees to make payment for the Parts in accordance with the Terms of Payment set forth on the invoice. Seller reserves the right to deliver within +/- 10% of the Customer’s purchase order quantity. Any amounts due by Customer to Seller which are unpaid on or after thirty (30) days of Seller’s invoice for cash amount shall bear interest at the rate of one and a half percent (1-1/2%) per month, or the maximum rate permitted by law, whichever is less. The accrual or payment of any interest as provided above shall not constitute a waiver by Seller of any rights and remedies in connection with a default by Customer. Customer shall pay all court costs, attorneys’ fees, and other costs incurred by Seller in collecting past due accounts, including interest.
3.0 Delayed Shipment:
If shipment or delivery of Parts is delayed by or at the request of Customer, payment will become due in full thirty (30) days from the date Seller notifies Customer that such parts are ready for shipment. In such event, Seller may impose, and Customer agrees to pay storage charges and other incidental expenses incurred by Seller as a result of the delay, in addition to any interest on late payment as described.
Cancellation of any order within three weeks from the scheduled delivery date will result in a 10% cancellation fee, provided no production has begun. If production has commenced, the customer may request production be stopped but is responsible for all costs associated with the In-Process material, cost to be determined by the seller.
5.0 Limited Warranty – Disclaimer of Warranties.
In the event of any such defect in the materials of workmanship, the sole liability and obligation of Seller shall be to furnish replacement Parts, or components or parts thereof, F.O.B. Seller’s factory (excluding costs of shipping/ handling). At the option of Seller, Seller may arrange for repair of any such Parts, or components or parts thereof, provided that Customer pays all costs of shipment to and from Seller’s factory.
The obligations of Seller under this limited warranty are subject, however, to the following conditions:
- Customer shall give Seller prompt written notice of any defect in materials or workmanship covered by warranty, including a specific statement of the asserted defect; provided, that defects which could be identified on initial inspection or testing by Customer shall not be covered by warranty unless notice is given to Seller within ninety (90) days after receipt by customer.
- Customer shall maintain, and use the Parts in accordance with industry standards and shall not abuse the Parts.
The above limited warranty shall apply solely with respect to parts of components manufactured by Seller, and Seller makes no warranties with respect to materials and components of the Parts which are manufactured by others. The sole remedy available to Customer with respect to defects in such materials or components supplied by others shall be against such manufacturer under any manufacturer’s warranty relating to such materials or components to the extent available to Customer.
EXCEPT AS SPECIFICALLY PROVIDED ABOVE, SELLER DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES WITH RESPECT TO OR IN ANY WAY RELATING TO THE PARTS WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITIES OR OTHERWISE, INCLUDING WITHOUT LIMITAION AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES STATED HERIN ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN OR ORAL, STAUTORY, EXPRESS OR IMPLIED INCLUDING AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.0 Specification Revision
Seller agrees to adopt customer generated specification revisions. In the event of customer generated specification revision impacting current orders, Customer agrees to accept finished product purchased and manufactured in accordance with prior revision level. In addition to this, customer is responsible for any costs associated with work-in-process inventories impacted by specification revision.
7.0 Limitation of Liability and Remedies.
The sole and exclusive remedies of Customer, and the sole and exclusive obligation of Seller, with respect to any defects or failures of the Parts (including results of operation) (whether resulting from defects, failures, or errors in design, materials or workmanship, or otherwise) shall be under the limited warranties described in Section 3 above.
Seller shall in no event be liable for any incidental or consequential damages resulting from any alleged defects or failures to the Parts, including but not limited to damages relating to use or loss of any equipment into the Parts are incorporated, or delays in manufacture or delivery of the Parts.
Any delivery dates, or other schedule of performance by Seller are approximations, and the sole obligation of Seller with respect to the schedule of delivery or performance shall be to use commercially reasonable efforts to deliver the Parts, or otherwise to perform, consistent with the reasonable demands of its business and the availability of materials and components. In any event, Seller shall have no liability to customer or any other person for delays in performance due to strikes or labor disputes of any type; fire, floods. Acts of God, or action by governmental authority; acts omissions, or delays of Customer or any other third party; shortage of labor, raw materials or components; or without limitation of the above for any causes reasonably beyond the control of seller.
Seller reserves the right from time to time to correct any typographical or clerical errors, including errors in mathematical computations. All Parts shall be furnished subject to any and all variations and tolerances based on the standard practices of Seller. Seller may at any time cease manufacturing any Parts (including replacement parts or components) at its discretion without liability to customer.
No items may be returned to Seller for credit without the prior written approval and shipping instructions of seller
11.0 Titles and Risk of Loss.
Title to and risk of loss or damage to the Parts shall pass to Customer upon delivery by Seller F.O.B. Point of shipment.
12.0 Compliance with Laws.
Customer shall be responsible for compliance with any and all federal, state or local laws or regulations respecting safety of respecting use of the parts, including without limitation all regulations of the Food and Drug Administration, and shall indemnify and hold seller harmless from and against any and all claims of violations of such laws or regulations or other claims of personal injury or property damage directly or indirectly related to the installation, maintenance or operation of the Parts.
13.0 Governing Law.
This invoice shall be governed by and construed in accordance with the laws of the State of Pennsylvania.
14.0 Customer Audits.
Refer to Supplier Agreement.