TERMS AND CONDITONS
1. ACCEPTANCE
Upon acceptance of this PURCHASE ORDER by shipment or otherwise, the contract with respect to the goods or services will consist of these Terms and Conditions, excluding trade customs, conflicting or or additional terms, or conditions of Seller’s acceptance. No revision to this PURCHASE ORDER shall be effective without Buyer’s authorized signature, and no modifications shall be effected by Buyer’s receipt and retention, without rejection, of any acknowledgment or other for of acceptance sent by Seller that conflict with these Terms and Conditions.
2. PACKING AND SHIPPING
Goods must be suitably packed and prepared for shipment to protect them, to secure lowest transportation rates, and to comply with carrier regulations. Buyer will not pay packing, crating, or cartage charges unless stated in the PURCHASE ORDER. All same-day shipments via one route must be consolidated. Multiple containers must be marked with consecutive numbers, with container and order numbers stated on the bills of lading. Packing sheets with order numbers must be inserted in each package of partial-order shipments. Seller must declare full invoice value to carrier for every full and partial-order package being shipped.
3. QUANTITY AND DELIVERY
Goods shipped exceeding a PURCHASE ORDER are subject to return by Buyer at Seller’s risk and expense. Buyer will not be responsible for goods shipped without a PURCHASE ORDER, and may refuse delivery. No delivery shall be made before Buyer’s stated delivery date without Buyer’s written approval. Risk of loss and damage shall remain with Seller until delivery to Buyer is made as ordered.
4. PRICES
If this PURCHASE ORDER is not priced, it shall not be filled at prices higher than those last quoted and charged by Seller for the same goods unless Buyer has approved a higher price in writing before shipment to seller.
5. INVOICE AND PAYMENT
Unless otherwise stated in this PURCHASE ORDER, no invoice shall be issued nor payment made prior to delivery. Unless freight and other charges are itemized, discount will be allowed by Seller on full invoice amount. All payments are subject to adjustment by Buyer for shortage or rejection. Separate invoices against each PURCHASE ORDER and for each whole or partial shipment are required and shall be provided by Seller.
6. WARRANTY AND INSPECTION
Seller warrants all good delivered against this PURCHASE ORDER to be : (a) free from defects in workmanship and material; (b) marketable and of merchantable quality; (c) conforming to specifications and samples in all respects; and(d) if tone installed by Seller, to function properly when installed. This warranty shall apply for one year commencing upon delivery to Buyer. Rejected goods are subject to return for credit and Sellers risk and expense. No replacement shall be made unless approved by Buyer. All goods are subject to inspection and testing before, during, and after manufacture, and for a reasonable time after delivery.
7. SPECIFICATIONS PROPRIOTARY TO BUYER
Any specifications, drawing, design, schematic, methodology, or technical data furnished by Buyer shall remain Buyer’s property; shall be kept confidential by Seller; shall be returned by Seller prompt upon Buyer’s request; and shall be used by Seller only to fill this PURCHASE ORDER. No others use is permitter and no license, express or implied, is granted without Buyer’s express written authorization specifying the use or license granted, its scope, duration, limitations, restrictions, consideration, and other parameters.
8. CHANGE ORDER
Buyer may at any time by written notice to Seller change the general scope of this PURCHASE ORDER as to specifications, shipping instructions, quantities, and delivery schedules. Any change increasing or decreasing the cost or the time of Seller’s performance will be adjusted equitably by negotiation. Any claim for adjustment by Seller must be made within 30 days Buyer’s change order, or within such additional time as Buyer agrees.
9. GENERAL AND INTELLECTUAL PROPERTY INDEMNITY
Seller shall defend, indemnify, and hold harmless Buyer, its directors, officers, successors, assigns, employees, and agents, against loss, damage, bodily injury, death, property damage, other liability, or injunctive relief, including reasonable attorney fees and expenses, arising out of any claim, demand, suit, arbitration, settlement, judgment, award, or investigative or administrative proceedings arising out of: (1) any act or omission of Seller, its employees, agents, or subcontractors; (2) any defect in design or manufacture of Seller’s goods or services which contributes to or results in bodily injury, death, property damage, or economic injury; or (3) the alleged or actual infringement of any copyright, patent, service mark, trademark, trade dress, license, or other property right with respect to the Selller’s goods or services. Seller’s duty under this Section shall arise upon any commercially reasonable notice from Buyer of such claim, whether ultimately determined to have or not to have merit.
10. ASSIGNMENT
Seller shall not assign this PURCHASE ORDER nor monies due or to become due hereunder without Buyer’s prior written consent. Any attempted assignment without Buyer’s prior written consent shall be void as to Buyer.
11. TERMINATION
Notwithstanding any other provision: (a) Buyer may in its discretion cancel part or all of any unfilled portion of this PURCHASE ORDER and return to Seller for full credit and refund and unused quantity of goods delivered if Seller fails to make delivery of all goods, or to preform all services within the time specified in this PURCHASE ORDER, or if Seller defaults as to any provisions of this PURCHASE ORDER; and (b) Buyer may in its discretion may terminate this PURCHASE ORDER in whole or in part if Seller ceases to conduct business in the ordinary course, is unable to meet its obligations as they come due, or if any bankruptcy, insolvency, or receivership proceedings is commenced by or against Seller, or if Sellers makes an assignment for the benefit of creditors. If Buyer terminates this PURCHASE ORDER under this Section, it shall have the right, in addition to any other right or remedy, to recover from Seller its damages for cover.
12. GRATUITIES PROHIBITED
Seller shall not at any time directly or indirectly offer, give, promise, entice, or furnish to Buyer’s employee’s or agents, any gift, promotion, favor, travel, entertainment, gratuity, service, or thing of value, and shall abide Buyer’s policy prohibiting its employees and agents from accepting such.
13. MISCELLANEOUS
The terms and conditions of this PURCHASE ORDER shall be binding upon the Parties, their successors, and assigns, and shall be governed by Ohio law.
14. BLANKET ORDERS
This PURCHASE ORDER is submitted with express condition that upon acceptance a severable contract shall be created such that Buyer shall be bound to accept and pay for delivery of a partial installment of its total PURCHASE ORDER only after Buyer has issued to Seller a specific release for delivery of such partial installment and each subsequent partial installment of Buyer’s total PURCHASE ORDER is held by Sellers in stock for future release.