1. Acceptance of Terms and Conditions – Acceptance of this order constitutes an express warranty by Seller that all good furnished, and all services rendered hereunder, will fully conform to the description, instructions, specifications, samples, drawings or other sufficient for the purpose intended, completely merchantable, of good workmanship and free from all defects. This warranty shall run to Buyer, its successors, assigns, customers and any person that may reasonably be expected to use, consume or be affected by its products and shall survive buyer’s acceptance of the goods. All specifications, data, drawings, plans designs, samples or other descriptive matter referred to in this order shall be deemed an integral part of the order as fully as if set out in complete detail on the face hereof. Any changes or altercations to the products listed on the purchase order including but not limited to modifications, specifications, improvement, size, color, shape or packaging, ECP must be notified in writing. Failure to comply will result in products being refused or returned for full credit and potential loss of future business.
2. Quantity – Seller shall furnish the entire quantity ordered hereunder on the date(s) agreed, and said quantity cannot be varied without Buyer’s written agreement. Buyer reserves the right to reject any unauthorized quantities and agrees to indemnify Buyer for an expenses or losses incurred by Buyer as a result of Seller’s failure to furnish the entire quantity ordered hereunder. Detail on the face hereof.
3. Risk of Loss – Risk of loss or damage to goods shall be on Seller until delivery to and acceptance by Buyer. Goods and services are subject to Buyer’s inspection and approval and Buyer’s payment therefore shall not constitute acceptance. Buyer shall be allowed a reasonable period of time to inspect the goods and to notify Seller of any non-conformance with the terms and conditions of this order. Buyer may reject any goods which do not conform to the terms and conditions of this order. Goods so rejected may be returned to Seller, or held by Buyer, at Seller’s risk and expense, and, in either event, the cost of transportation, shipping, unpacking, examining, repacking, reshipping and like expenses shall be charged to Seller. No replacement or rejected goods or services shall be made unless authorized by Buyer. Seller shall be responsible for and bear the expense of any corrections or adjustments necessary due to faulty workmanship or goods, or faulty design, unless the design was supplied or approved by Buyer.
4. Changes In Order – The specifications, instructions, terms and conditions of this order cannot be changed, modified or varied except by agreement in writing signed by a duly authorized representative of Buyer, irrespective of the wording of Seller’s acceptance. Buyer reserves the right to make changes in or any part thereof, or cancel all or any part of this order at any time, if for any reason its production plans change, are delayed or curtailed, or any contingencies interfere with the receipt, handling or stocking of the goods or performance of services ordered herein. Buyer shall not be responsible for costs incurred by Seller in connection with this order, after the date of Seller’s receipt of the changed or cancellation notice.
5. Oral Agreements and Modifications – No oral agreements, other understanding, custom, usage of trade or course of dealing shall in any way modify this order or the terms of conditions hereof. Modifications shall be in writing, referring specifically to this purchase order number, to be effective and must expressly be accepted by Buyer in writing.
6. Price – Seller will bill Goods at the price on the face of this order, the price last quoted by Seller, or at Seller’s price to other buyers at the date of shipment, whichever is lower. By acceptance of this order, Seller represents that the prices to be charged for the goods or services covered hereunder will not violate any applicable Federal, State or local laws or any regulations.
7. Discounts – Cash discounts will be measured from date of receipt of invoice or goods whichever is later. Unless otherwise arranged, Buyer, if it elects to take the cash discount, will make remittances weekly, under regular discount terms.
8. Packing – All goods shall be packed and /or crated for ease of handling and in such manner as to assure their adequate protection in shipment, storage, and arrival at destination in an undamaged condition, and the lowest freight rates. No charges will be allowed for packing, boxing, crating, drayage or storage without Buyer’s written permission.
9. Delivery – Time is of the essence and shipments must be effected within the time stated on this order. Failure to deliver goods of the quality, quantity, and/or within the time or times specified shall, at the option of Buyer, relieve it of any obligation to accept and pay for such goods as well as any undelivered installments on the order if such remain. Upon failure to deliver as specified, Buyer may purchase goods and services set forth on this order elsewhere and charge Seller with any losses that may be incurred as a consequence unless prior arrangements for deferred shipment or changes in quality are made, agreed upon, and confirmed by Buyer in writing. Failure by Buyer to exercise this option with respect to an installment shall not be deemed to constitute a waiver with respect to subsequent installments. Seller shall not be liable in damages for delay in for failure to make delivery because of strike, lockout, labor dispute, fire, act of God or public enemy, default of carrier or other contingency beyond the control of Seller, nor shall Buyer be liable for damages for failure to take delivery by reason of any link or unlike cause or contingency beyond its control.
Buyer will be responsible or liable for any goods shipped or services performed unless a duly authorized purchase order has been issued to cover such goods or services.
10. Insurance – Seller shall procure and maintain, at its own expense, products liability and other appropriate insurance covering its obligations hereunder, which shall be a type and in an amount satisfactory to Buyer. Upon Buyer’s request Seller shall furnish evidence of said insurance satisfactory to Buyer. All policies of insurance procured or maintained hereunder shall (a) include Buyer as an additional insured, (b) provide for 10 days’ notice to Buyer prior to termination thereof, and (c) apply separately to each insured, and not contain any provision excluding coverage under a claim under the policy as between insureds.
11. Indemnity Against Claims – Seller guarantees that Buyer’s purchase, use or sale of the goods furnished on this order, in the form delivered to Buyer, will not infringe any United States or foreign letters patent or copyright or any trademark. Seller agrees to defend (if duly notified), indemnify, and hold harmless Buyer, its successors, assigns, customers and users of its products, against all claims, loses, penalties, damages arising out of any (a) patent, copyright, or trademark infringement resulting from Buyer’s purchase, use or sale of the goods or services, (b) allege
Last Revised: 05/01/2020