PURCHASE ORDER TERMS AND CONDITIONS
1. ACCEPTANCE Seller's written acceptance, or it's shipment of products ("Goods") or commencement of work ("Services") described on the face hereof, shall be deemed acceptance of Buyer's offer contained in this purchase order ("Order"). Acceptance of this order is limited to the express terms of the offer contained on the face and back hereof. Any attempt by Seller to vary the terms of this offer in Seller's acceptance is hereby objected to and rejected. No modification to this Order shall be binding upon Buyer unless in writing and signed by Buyer's authorized agent.
2. PRICE AND DELIVERY Seller shall furnish Goods and Services in accordance with the price and delivery schedule stated on the face of this Order. If prices and/or delivery dates are not stated, Seller shall offer Buyer its lowest prices and best delivery dates, which shall be subject to Buyer's written acceptance. Any price reduction made by Seller in the Goods prior to their delivery shall be applicable to this Order. Seller warrants that all prices are complete and include all taxes, shipping, packaging, labeling, insurance, storage, custom duties, boxing and crating. Buyer may cancel from this order any items not delivered or shipped within the time specified. Losses or expenses incurred by Buyer due to late or unscheduled delivery shall be paid by Seller to Buyer.
3. TITLE AND RISK OF LOSS Unless otherwise specified on the face of this Order, title and risk of loss shall remain with the Seller until delivery of Goods is made to Buyer at the destination shown on the face hereof.
4. INSPECTION Goods are subject to inspection and testing by Buyer and Buyer's customers prior to their acceptance. If such inspection and testing is performed on Seller's premises, Seller shall provide, without additional charge, all reasonable facilities and assistance for such inspections and tests. Seller shall use a system for inspection and testing of the Goods that is acceptable to the Buyer. All inspection records relating to the Goods shall be available to the Buyer during performance of this Order and for such longer periods specified by Buyer in its acceptance of the inspection system, if any. Final inspection and acceptance of the Goods by Buyer shall be at the destination unless otherwise specified in the Order. Such inspection shall be in accordance with the customary established inspection procedures of Buyer's where the Goods are received. If rejection of the Goods would result from Buyer's customary inspection procedures, Buyer, at its option, may perform more comprehensive inspection of the Goods and charge Seller for the reasonable costs thereof. No inspection (including source inspection), tests, approval (including design approval), or acceptance of Goods shall relieve Seller from responsibility for any defects in the Goods or other failures to meet the requirements of this Order, or for latent defects, concealment of defects, or Seller's warranty obligation. If the Goods are defective or otherwise not in conformity with the requirements of this Order, Buyer may, by written notice to Seller: (i) rescind this Order as to such Goods; (ii) accept such Goods at an equitable reduction in price; (iii) reject the nonconforming Goods and require the delivery of replacement Goods; or (iv) return the same to Seller, whereupon Seller shall refund the Buyer any part of the purchase price thereof paid for said Goods, together with all charges incurred by Buyer for transportation, handling, and storage. If Seller fails to promptly deliver to Buyer's location the required replacement of Goods, Buyer may: (i) replace or correct such Goods and charge the Seller the cost thereof (including covering any incidental costs); or (ii) terminate this Order for cause as provided herein. Rights granted to Buyer in this section are In addition to any other rights or remedies provided elsewhere in this Order or as provided by law.
5. WARRANTIES In addition to other express and implied warranties applicable to the Goods, Seller warrants the Goods to: (i) be free from defects in materials or workmanship; (ii) strictly conform to Buyer's designs and specifications; (iii) fit and sufficient for the purpose disclosed to the Seller; and (iv) in conformity with all of the other requirements of this Order. All warranties of Seller shall run in favor of Buyer, its customers, owners, and end users of the Goods. This warranty shall survive any inspection, delivery, acceptance, or payment by the Buyer of the Goods. In the event Goods do not conform to the Seller's warranties, without limiting its other remedies under this Order, Buyer may: (i) obtain a full refund of the price paid for such nonconforming Goods; (ii) have the nonconforming Goods repaired at the Seller's sole cost and expense; or (iii) return such nonconforming Goods to the Seller for correction or replacement at the Seller's sole cost and expense. These warranty rights shall extend for a period of one (1) year after acceptance of Goods by Buyer.
6. MATERIAL AND TOOLS If Buyer furnishes Seller material or equipment (i.e. special molds, jigs, tools, test equipment, masks, etc.) or pays for such material or equipment, title thereto shall remain or vest in Buyer, and Seller shall label, identify, maintain, and preserve such material and equipment and shall dispose of it (including scrap) only in accordance with Buyer’s direction unless otherwise authorized in writing by Buyer. Seller shall use such material or equipment exclusively in the performance of purchase orders for Buyer. Seller shall be responsible for any loss, damage, or destruction to such materials or equipment, but Seller shall not include any insurance cost therefore in the prices charged under this Order.
7. PROPRIETARY INFORMATION All written information obtained by Seller from Buyer in accordance with this Order and which is identified as proprietary by Buyer shall be received in confidence and shall remain the property of Buyer, and shall be used and disclosed by Seller only to the extent necessary for the performance of this Order.
8. ASSIGNMENT Seller shall not subcontract, assign, or delegate any right, interest, or obligation which is subject to this Order without obtaining Buyer's prior written permission.
9. COMPLIANCE WITH LAWS Seller represents and warrants that the Goods and Services provided pursuant to this Order do not infringe upon the intellectual property rights of any third party and comply with all federal, state, and local laws, ordinances, rules, and regulations. Seller shall provide to Buyer a current Material Safety Data Sheet (OSHA Form 20 or equivalent "MSDS") for any chemical substances sold hereunder. The MSDS shall contain all information necessary to comply with the Federal Hazard Communication Standard (29 CFR §1910 1200) and all applicable state regulations. Seller will defend and hold Buyer harmless from any loss, damages, or costs arising from or caused in any way by the actual or alleged violation of any federal, state, or local law, ordinance, rule, or regulation arising from this Order.
10. INDEMNIFICATION Seller shall defend, indemnify, and hold harmless Buyer from and against all loss, including claims, damages, settlements, judgments, fines, penalties, and costs and expenses (including reasonable attorney's fees), arising in any manner, directly or indirectly, from the Goods sold or from services performed by Seller in connection with this Order. Seller shall maintain insurance coverage, including general and product liability insurance, sufficient to protect Buyer from such losses, and upon request shall furnish Buyer with evidence of such insurance.
11. CESSATION OF PRODUCTION If production of any Goods, or the provision of any Services, is to be permanently discontinued at any time within one (1) year after final delivery of such Goods or Services under this Order, Seller shall give Buyer at least one hundred eighty (180) days prior written notice of such discontinuance, during which time Seller shall accept orders from Buyer for a reasonable quantity of such Goods and Services.
12. CHANGES Buyer may, at any time, by written change order, suspend performance of this Order, in whole or in part, make changes in the drawings, designs, specifications, method of shipment, or packing, or time or place of delivery of Goods, reschedule the Services, or require additional or diminished Services. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this Order, an equitable adjustment shall be made in the price or delivery dates or both, and this Order shall be modified in writing accordingly. Any claim for adjustment under this section 12 may, at Buyer's option, be deemed to be absolutely and unconditionally waived unless asserted in writing (including the amount of the claim) and delivered to Buyer within (30) days from the date of receipt by Seller of the change order. If the cost of property made obsolete or excess as result of a change is paid by Buyer, Buyer may prescribe the manner of disposition of such property. Buyer's engineering and technical personnel are not authorized to change the Goods or Services ordered or any other provision of this Order. No change order will be binding on Buyer unless issued by an authorized representative of Buyer's purchasing office. Nothing in this section 12 shall excuse Seller from proceeding with the order as changed.
13. TERMINATION In addition to any remedies it has at law or as specified in this Order, Buyer may terminate all or any part of this Order upon written notice to Seller for the following events of default: (i) Seller's failure to make delivery of Goods or to perform Services in accordance with this Order; (ii)Seller's insolvency or financial insecurity which Buyer believes could impair Seller's ability to perform its obligations under this Order; (iii) Seller's failure to pay when due any charge for labor, materials, or services incurred in connection with work under this Order. In the event of Seller's default, Buyer may purchase substitute Goods or Services and Seller shall be liable to Buyer for any excess cost incurred by Buyer therefore. Buyer may terminate all or part of this Order for its convenience, at any time, by written notice to Seller. Upon such termination, settlement shall be made in accordance with the principles contained in Federal Acquisition Regulation (FAR) 52.249-2 as in effect as of the date of this Order, except that Seller must submit any claim for equitable adjustment or termination to Buyer within forty-five (45) days after the effective date of termination, or such claim shall be absolutely and unconditionally waived. IN NO EVENT OF TERMINATION OF THIS ORDER SHALL BUYER BE LIABLE TO SELLER FOR PENALTIES OF ANY DESCRIPTION, FOR ANTICIPATED PROFITS OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. If this Order is terminated for Seller's default, in addition to any other rights provided herein, Buyer may require Seller to promptly transfer title and deliver to the Buyer:(i) any completed Goods; (ii) such partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights as the Seller has specifically produced or specially acquired for the performance of this Order.
14. APPLICABLE LAW This Order shall be deemed to have been entered into in Signal Hill, California and shall be governed by the laws of the State of California. Seller hereby consents to the jurisdiction of the courts of Los Angeles County, California. The prevailing party in any such action shall be entitled to recover from the other party, in addition to any other relief to which it may be entitled, attorney’s fees and costs incurred by it in prosecuting or defending such action.
15. WAIVER No claim or right arising out of a breach of this Order can be discharged in whole or in part by a waiver unless the waiver is supported by consideration and is in writing signed by the aggrieved party. The invalidity, in whole or part, of any provision of this Order shall not affect the validity or enforceability of any other provision.