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Conditions of
Purchase
1) The whole understanding relating to this purchase is covered by this Purchase Order, and by documents made part thereof. 2) A packing slip showing: a) Buyer’s Purchase Order No. b) Quantity c) Part number and description of each item, must accompany each shipment. 3) Bill of lading Original, or Express receipt, properly signed by Carrier’s representative, shall be mailed to Buyer within 24 hours after shipment. 4) Buyer’s count will be conclusive on all shipments. 5) No variations in price, quantity, specifications or other provisions of this Order will be effective unless agreed to in writing by Buyer. 6) Payment and cash discount dates will be based on the date an acceptance invoice is received, or date merchandise is received, whichever is later. 7) Inspection: The articles ordered and all parts, material and workmanship entering into the performance of this order may be inspected and tested by Buyer and/or the government at all times and places. 8) Warranty: If any of the articles ordered are defective in material or workmanship or otherwise not in conformity with the requirements of this order, Buyer, in addition to its other rights, may reject them for final full credit or require prompt correction or replacement thereof at Seller’s expense, including transportation charges both ways. 9) Patterns, Dies, Tools, Specification Drawings and Technical Data furnished or paid for by Buyer shall remain Buyer’s property, shall be used exclusively in performance of orders from Buyer, and shall be delivered on demand to Buyer unless otherwise agreed to in writing by Buyer. Seller shall maintain in first class working conditions any and all such patterns, dies and tools and shall be responsible for any loss or damage to them while in his possession or control. 10) Changes: Buyer reserves the right at any time to make changes in drawings and specifications as to any material and/or work covered by this order, in which event reasonable price adjustment may be made. 11) Patent Indemnity: Seller agreed to indemnify Buyer, its successors, assigns, agents and users of its products against loss, damage or liability, including costs and witnesses expenses, which may be incurred on account of any suit, claim, judgment or demand involving infringement or alleged infringement of any patent rights in the manufacture, use or disposition of any article or articles supplied hereunder, provided Buyer shall notify Seller of any suit instituted against it and, to the full extent of its ability to do so, shall permit Seller to defend said suits or make settlement in respect thereof. 12) Termination: a) Buyer reserves the right to cancel this Purchase Order or any part thereof on bankruptcy of Seller, or if delivery is not made within the time specified or within reasonable time if no time is specified, or if the quantity of the articles of work delivered is not as specified herein. b) Without affecting its right, if any to cancel this order for4 default, Buyer may terminate the work under this order in whole or from the time to time, in part in accordance with the “Subcontract Termination Clause” of Section 8-706 of the Armed Service Procurement Regulations in effect on the date of this Order. 13) Compliance with Statutes and Regulations. All work hereunder shall be performed in accordance with all applicable statutes and law (including the Fair Labor Standards Act), all lawful orders, rules and regulations hereunder, executive orders, regulations of any of the Executive Departments of the Government and without limiting the foregoing, the following paragraphs of the Armed Services Procurement Regulation (ASPR): Buy American (6.104.5), Renegotiation (7-103.13a), Officials not to benefit (7-103.19), Covenant Against Contingent Fees (7-103.20), List of Employment Openings (7-103.27), Employment of the handicapped (7-103.28), Notice of Labor Disputes (7-104.4), Excess profit (7-104.11), Military Security requirements (7-104.12a), Examination of Records (7-104.15), Patent Indemnity (9-103), Notice and Assistance Regarding Patent Infringement (9-104), Filing of Patent Applications (9-106), Contract Work Hours Standard Act-Overtime Compensation (12-203), Walsh-Healy Public Contracts Act (12-605), Equal Opportunity (12-804), Affirmative Action (12-807). In the foregoing clauses where necessary to make the context applicable to this Order, the term “Government”, “Contracting Officer”, and equivalent phrases shall mean Buyer, “Contractor” shall mean Seller, and the term “Contract” shall mean this Order. 14) Articles delivered more than thirty (30) days in advance of the delivery schedule set forth herein may be returned at SELLER’S expense. Invoices covering articles shipped in advance of the schedule will not be paid until their normal maturity per delivery date we specified. 15) Gratuities: Seller warrants that neither it nor any of its employees, agents or representative has offered or given any gratuities to any of Buyer’s employees, agents or representative. If it is found that Seller or any of its employees, agents or representative has offered or given any gratuities to Buyer’s employees, agents or representatives within Buyer’s opinion a view toward securing purchase orders or contracts from Buyer, or securing favorable treatment with respect thereto, Buyer may by written notice to Seller cancel this purchase order under Section 10 thereof. 16) Assignment and Subcontract: This contract shall not be assigned nor shall Seller subcontract for completed or substantially completed Articles or major components thereof without Buyer’s prior written consent any assignment shall be subject to set off or recoupment for any present or future claim which Buyer may have against Seller. 17) Advertisement: Seller shall not, without first obtaining written consent of Buyer, in any manner advertise or publish the fact that the Seller has contracted to furnish Buyer the articles. |
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