Supplier Purchase Order Terms and Conditions
Florence supplier purchase order terms and conditions for the state of Kansas
ACCEPTANCE. This purchase order constitutes an offer by Buyer to Seller upon the terms and conditions stated herein and in the body of the order and shall become a binding contract upon acceptance thereof either by acknowledgment or performance. Said offer is limited to said terms and conditions and no deviation therefrom shall be acceptable.
PRICE. Seller shall obtain Buyer’s prior written consent before invoicing at prices higher than shown. Charges for transportation, insurance, packing, crating, pallets, freight, cartage, storage, accessorial services and returnable container deposits or expense for return of containers, are included in the price and will not be allowed unless otherwise expressly provided in this order. If at any time prior to shipment Seller’s net prices for like articles or materials of similar or less quantities to any other purchaser of the same class are reduced below those shown in this order, the prices herein shall be reduced to cover any such reduction. When no price is specified herein, the price shall be the same as that previously quoted or charged to Buyer, subject to any price reduction to which Buyer may be entitled, or if there has been no such prior quote or charge the price will be the lowest prevailing market price.
INVOICE. A separate invoice in duplicate or number of copies specified bearing our order number, must be provided within three (3) days after shipment is made for each shipment on this order. Unless other arrangements have been mutually agreed upon, invoices are to be mailed to the attention “Accounts Payable,” Florence Manufacturing Company,
CASH DISCOUNTS. Calculated from the date acceptable invoice is received by the Buyer.
TAXES. Any applicable
DELIVERY. Buyer’s Purchase Order Number shall appear on each package and container. All shipments must contain packing lists giving description of material, quantity and purchase order number. If shipments are not made F.O.B. Destination, the Original Bill of Lading must be furnished with invoices. Buyer’s count shall be accepted as final on all shipments not accompanied by packing lists. It is a condition of this order that deliveries conform to the schedule set forth herein, as time is of the essence of this order. Articles and materials shipped in advance or overshipments may be refused or returned by Buyer, in whole or in part, at Seller’s risk and for full credit, including cost by transportation both ways. In the event of termination or changes, no claim will be allowed for engineering, procurement or manufacture in advance of the time reasonably required to meet the delivery schedule which has not been approved by Buyer in writing. If Seller fails to make delivery or fails to make progress so as to endanger delivery within, or any extension approved by Buyer in writing, Buyer may by written notice cancel this order, in whole or in part, for default. In such event, Buyer may purchase elsewhere to complete the specified delivery and charge any excess costs to Seller except when such failure is due to an excusable cause of delay as defined in the Termination paragraph. Seller agrees to indemnify and save Buyer harmless from any loss, penalty or damages resulting from Seller’s unexcused failure to make deliveries as specified.
QUALITY. All articles, materials and work furnished under this order will be merchantable, will be free from defects in material or workmanship, will confirm to all applicable specifications, drawings, samples and descriptions, will be fit and sufficient for the purposes intended, as disclosed to Seller, and unless otherwise provided, will be the best quality. These promises shall be construed as conditions of this order as well as warranties of Seller and shall survive acceptance and payments by Buyer. The Seller shall promptly correct or replace, at Buyer’s option, unsatisfactory articles, materials and work at the expense of Seller, including all removal and installation, charges, transportation charges, customs fees and duties, broker’s fees, and similar charges. The foregoing warranties and remedies of Buyer shall not be deemed exclusive and will run to Buyer and its customers.
INSPECTION. The articles or materials to be shipped and the work to be done are subject to Buyer’s inspection at all reasonable times during manufacture but prior to shipment, and final inspection and acceptance shall be at destination, notwithstanding prior inspection at source. Seller shall maintain at Seller’s plant adequate data showing the characteristics of the articles and materials as being in conformity with all applicable requirements of this order. Provisions appearing in Seller’s delivery receipt shall not in any way preclude the Buyer’s right to inspect or reject. Any article or material not accepted may be held by Buyer, after notice of rejection to Seller, at Seller’s risk and expense and subject to Seller’s order. If, in the opinion of Buyer, any rejected article or material cannot be promptly corrected or replaced by Seller, Buyer may cancel this order in whole or in part for default or may contract or otherwise replace or correct such articles or materials and charge Seller the cost occasioned Buyer thereby. Rejected articles or materials returned to Seller will be for full credit, including cost of transportation both ways, and unless specified in writing by Buyer, no retender or replacement of them shall be made by Seller.
CHANGES-SUSPENSION. Buyer may from time to time, by written order and without notice to any sureties or assigns, suspend Seller’s performance of this order, in whole or in part, or make changes in (1) drawings, designs and specifications, (2) method of shipping or packing, (3) place and time of inspection, delivery and acceptance, (4) quantities. In the case of suspension Seller will take all reasonable steps to minimize the incurrence of costs allocable to this order. If any such suspension or change causes an increase or decrease in the cost of or time required for performance, an equitable adjustment shall be made in the price or delivery schedule or both, by mutual agreement. Claim for adjustment under this clause must be asserted by Seller in writing within thirty (30) days from the date of the suspension or change. The claim shall be supported as soon as practicable by information and records necessary to permit Buyer to make an equitable disposition thereof. Nothing provided in this clause shall excuse the Seller from continuing with its performance as changed or after cancellation of such suspension.
TOOLS AND MATERIALS PAID FOR OR PROVIDED BY BUYER. All patterns, tools, jigs, dies, fixtures and materials either paid for or provided by Buyer shall remain the property of Buyer and shall be held on consignment for Buyer by Seller. Seller shall keep separate account of such property and furnish a statement, upon request of Buyer, wherein the description and location of all such property will be given. Such property shall be held at Seller’s risk and shall be maintained in good and usable condition, reasonable wear or tear excepted. Seller agrees that such property shall not be used, without prior written approval of Buyer, for other than the purpose for which acquired or furnished; shall be kept clearly identified as property of Buyer; and may be removed by Buyer upon demand. All such property shall be deemed to be movable chattels and shall not become a part of any realty to which it may be annexed. Seller will not include any charge for such property in the price of any product manufactured by Seller with or by use of it.
INFRINGEMENT. Seller warrants to Buyer that the use or resale of the articles and materials supplied under this order will not infringe any patents, trademarks or copyrights of third persons, and Seller agrees to indemnify and save Buyer and its customers harmless from all loss, damage or expense which may be caused by infringement or claim of infringement of any patent, trademark or copyright arising out of use or resale of the articles and materials so supplied. As a part of such indemnification Seller agrees that it will, upon request of Buyer, defend at Seller’s own expense any suit or action for, or claim of, such infringement, provided Seller is promptly notified as to such suit, action or claim. The foregoing constitutes all of the warranty and indemnity obligations of the parties with respect to infringement and shall not apply to any infringement or claim of infringement of any patent, trademark or copyright resulting from: (a) written instructions of Buyer (except where suggested by Seller) requiring the delivery of articles or materials different in a respect, causing such infringement or claim, from any sold or offered for sale by Seller to others, or; (b) use by Buyer or its customers (except where suggested by Seller) for purposes, or in combinations with other articles or material, different in a respect, causing such infringement or claim, from any purpose or combination for which Seller advertises such articles or materials.
CONFIDENTIAL INFORMATION. Title to drawings, specifications, reprints, technical designs, business plans or any other data furnished to Seller by Buyer in connection with placing or performance of this order shall remain in Buyer, including the right of immediate possession, and shall be returned at Buyer’s request. All information contained in this data or embodied in any other property and any use of, or manner of use of, such data or their property by Buyer, shown or communicated to Seller by Buyer in connection with the placing or performance of this order which is not known generally in the field of Buyer or of Seller shall be kept confidential by Seller, except to any extent to which it is established to have been previously known to Seller from sources other than Buyer. Such data or information shall be used only in the production of the items for purchase by Buyer or directly by the United States Government, upon its request to the extent that it has received from Buyer the right to use such data or information, and may not be used for any other purpose unless agreed to by Buyer in writing.
TERMINATION. Any claim arising out of the termination of this order shall be settled by negotiation-due allowance for salvage value. Buyer may by written notice, telegraphic or otherwise, terminate this order, in whole or in part, at any time. Termination will be effective upon Seller’s receipt of such notice. Seller shall immediately thereafter stop the portion of Seller’s performance terminated, and Seller shall terminate forthwith all orders and subcontracts to the extent appropriate under the notice of termination. In the event such termination is for a reason other than that (1) Seller has failed to fully perform or has failed to make satisfactory progress so as to endanger the full performance of this order, or Seller has failed to comply with any term and condition of this order, or (2) Seller has become insolvent or bankrupt or has made an assignment for the benefit of creditors, or bankruptcy reorganization, arrangement, insolvency or liquidation proceedings or other proceedings for the relief of debtors have been instituted by or against Seller in any court or tribunal, or (3) Seller is otherwise in default, Buyer agrees to pay Seller an amount equivalent to the price specified herein for the completed supplies which have been delivered and accepted by Buyer, and not therefore paid, and all unpaid costs necessarily incurred by Seller in the performance of this order prior to termination which are properly allocable under recognized accounting practices to the remaining terminated portion of this order. In no event shall Seller be entitled to an amount under this paragraph in excess of the total price, less the prices for the unterminated portion of this order, or to anticipatory profits, or to special or consequential damages. Seller’s failure to comply with the delivery schedule shall not be deemed a default if excusable due to causes beyond Seller’s control and without Seller’s fault or negligence, provided Seller has promptly notified Buyer in writing of the delay and its cause. Upon termination, other than for default all obligations of the parties which are still executory with respect to the terminated portion of this order are discharged but any right based on prior breach or performance survives. When this order is terminated or cancelled by Buyer for default, Buyer shall retain any remedy for breach of the whole or any unperformed balance.
INDEMNITY. If Seller, or any officer, employee, agent or subcontractor of Seller, enters, in the performance of this order, upon premises occupied or under the control of Buyer or its customers or holds on consignment property of Buyer, Seller agrees to indemnify and save Buyer and its customers harmless from any and all claims, demands, actions, suits, loss, liability, costs and expenses for injury to persons (including death) or damage to property, caused by, arising from, incident to or connected with the acts or omissions of Seller, or of Seller’s officers, employees, agents or subcontractors, during the performance of consignment. Seller shall maintain such Public Liability, Property Damage and Employer’s Liability and Workmen’s Compensation insurance as will protect Buyer and its customers from the risks as aforesaid and form any claims under applicable Workmen’s Compensation Acts.
INFORMATION DISCLOSED BY SELLER. No information which Seller shall disclose to Buyer in connection with this order shall be deemed to be confidential or proprietary information unless otherwise agreed in writing by Buyer. All such information shall be acquired by Buyer free of any restrictions, other than patent rights of Seller, as a mutually contemplated incident of the supplying of the articles and materials.
ASSIGNMENT. No assignment of this order or any interest under it, or of any money due or to become due hereunder, shall be binding on Buyer without its written consent. Any claim for payment under this order is subject to setoff or recoupment for any present or future claims which Buyer or any of its affiliated or associated companies may have against Seller.
LAWS. By acceptance of this order Seller agrees that this order is to be deemed to have been entered into in the State of Kansas, U.S.A., and its interpretation, construction and the remedies for its enforcement or breach are to be applied in accordance with the laws of that state. All rights and remedies of Buyer herein specified shall be cumulative and in addition to its right or remedies at law or in equity. Seller represents, and it is a condition of this order, that the articles and materials to be furnished or the work to be done by Seller will comply with all applicable Federal, state and local laws, rules and regulations and will be produced or rendered in accordance with the provisions of the Fair Labor Standards Act of 1938, as amended, including without limiting the generality of the foregoing, Sections 6, 7 and 12 of that Act, and all the applicable regulations and orders of the Administrator of the Wage and Hour Division issued under Section 14 thereof. Seller shall certify on each invoice submitted to Buyer that the articles and materials furnished or work done under this order were produced or rendered in accordance with the aforementioned representation.
SUBCONTRACTS. No subcontract shall be made by Seller with third persons for furnishing any of the completed or substantially completed articles, spare parts, or work herein contracted for without the prior written approval of Buyer. For the purpose of this paragraph the term “subcontract” includes only contracts or purchase orders for the production of, or work upon, an item, component, or assembly manufactured according to the specifications hereof and does not include any subcontract for the furnishing of standard commercial articles or raw materials or of supplies or services for the general operation of Seller’s plant.
PUBLICITY. Seller shall neither advertise or otherwise publish that Seller has been awarded this order or has furnished the articles and materials under it, nor make reference in any publication to the corporate name of Buyer or its higher tier contractors purchasing the articles and materials, or to any trademarks or trade names used in connection with Buyer or such higher tier contractor’s products, unless Buyer’s written approval is first obtained and Seller shall follow Buyer’s specification with respect thereto.
WAIVER. The failure or delay on the part of the Buyer to insist, in any one or more instances, upon the performance of any of the terms and conditions of this order or to exercise any right, power, or privilege hereunder shall not be construed as a waiver or relinquishment of the future performance of any such terms and conditions or the future exercise of any such right, power or privilege.
