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General Purchasing Terms and Conditions


Seller acknowledges and agrees that these General Terms and Conditions are incorporated in, and a part of, this purchase order and each
purchase order or release, whether expressed in written form, by electronic data interchange, or other tangible format, relating to the goods
and/or services to be provided by Seller pursuant to this purchase order. Seller acknowledges and agrees that it has read and understands these
General Terms and Conditions. If Seller accepts the Purchase order in writing or commences any of the work or services which are consistent
with performance of the Purchase order, Seller will be deemed to have accepted this Purchase order and these General Terms and Conditions
in their entirety without modification. Any and all shipments must be accompanied by a packing slip and a signed Certificate of Conformance. Any additions to, changes in, modifications of, or revisions of the Purchase order which Seller proposes will be deemed to be rejected by Buyer except to the extent that an authorized employee of Buyer expressly agrees to accept any such proposals in writing.


2.1 Shipping; Seller to:
2.1.1 Properly pack and mark goods as instructed by Buyer and in accordance with any applicable laws or regulations.
2.1.2 Not charge for costs relating to handling, packaging, storage or transportation.
2.1.3 Provide packing slips with each shipment that identify Buyer’s purchase order and release number and date of shipment.
2.1.4 Promptly forward the original Bill of Lading or other shipping receipt with respect to each shipment as Buyer instructs.

2.2 Billing; Seller will:
Payment terms are established by this Purchase order and are measured from the date Buyer receives the goods or services. Buyer may with-
hold payment for any goods or services until Buyer receives evidence, in such form and detail as Buyer requires, of the absence of any liens,
encumbrances and claims on such goods or services.

2.3 Taxes
2.3.1 Unless otherwise stated in this Purchase order, the price includes all applicable federal, state, provincial, and local taxes other than sales,
value added, or similar turnover taxes or charges. Seller will separately invoice for any sales, value added, or similar turnover taxes or
charges the Seller is required by law to collect from Buyer.
2.3.2 Seller will provide Buyer with whatever information and documentation that is required under local law in order to enable Buyer to re-
cover any sales, value added, or similar turnover taxes or charges.

2.4 Delivery Schedules:
2.4.1 Deliveries will be made in the quantities, on the dates, and at the times specified by Buyer in this Purchase order or any subsequent
releases or instructions.
2.4.2 Buyer may change the rate of scheduled shipments or direct temporary suspension of scheduled shipments without entitling Seller to a
price adjustment or other compensation.

2.5 Premium Shipments:
2.5.1 If Seller fails to have goods ready for shipment in time to meet Buyer’s delivery schedule and Seller’s acknowledged shipment date,
Seller to ship the goods using a premium method of transportation, and will be responsible for the entire cost of such premium shipment,
unless Buyer’s actions caused Seller to fail to meet Buyer’s delivery schedules, in which case Buyer will pay any costs for premium


3.1 Buyer may at any time require Seller to implement testing or quality control changes where quality non-conformances are detected. While
Buyer will endeavor to discuss any such changes with Seller as early as practical, Seller will promptly implement such changes.
3.2 Seller will participate in Buyer’s supplier quality and development programs and comply with all engineering release and validation
Requirements and procedures, including Buyer’s production part approval processes, which Buyer may specify from time to time.
3.3 Seller will permit Buyer and its customers or consultants to enter Seller’s facilities at reasonable times to inspect such facilities and any
goods, inventories, work-in-process, materials, machinery, equipment, tooling, fixtures, gauges and other items and processes related to
Seller’s performance of this Purchase order.


Buyer is not required to perform incoming inspections of any goods. If Buyer rejects any goods as non-conforming, Buyer may, at its option,
exercise any other applicable rights or remedies including to arrange for the shipment of any non-conforming goods back to Seller at Seller’s
expense. Seller will bear all risk of loss with respect to all non-conforming goods and will promptly pay or reimburse all costs incurred by
Buyer to return, store or dispose of any non-conforming goods. Buyer’s payment for any non-conforming goods will not constitute
acceptance by Buyer, limit or impair Buyer’s right to exercise any rights or remedies, or relieve Seller of responsibility for the non-conforming


Seller agrees to make no changes to the original requirements of this purchase order without written agreement from buyer. Such changes
include but are not limited to:
a. product nomenclature, codes, numbers or physical properties
b. test methods if such changes impact product performance
c. manufacturing location
d. process changes
e. product packaging or labeling
f. other changes which might affect product performance, or regulatory status


If Seller is unable to produce, sell or deliver any goods or services covered by the Purchase order, or Buyer is unable to accept delivery, buy or
use any goods or services covered by this Purchase order, as a result of an event or occurrence beyond the reasonable control of the affected
party and without such party’s fault or negligence, then any delay or failure to perform under this Purchase order that results from such event
or occurrence will be excused for only so long as such event or occurrence continues, provided, however, that the affected party gives written
notice of each such delay to the other party as soon as possible after the event or occurrence but in no event more than three (3) days
thereafter. Such events and occurrences may include, by way of example and not limitation, natural disasters, fires, floods, windstorms, severe
weather, explosions, riots, wars, sabotage, labor problems (including lockouts, strikes and slowdowns), equipment breakdowns and power
During any delay or failure to perform by Seller, Buyer may purchase substitute goods from other available sources, in which case the quant-
ities under this Purchase order may be reduced by the quantities of substituted goods.


Seller warrants and guarantees to Buyer that the goods and services covered by this Purchase order will conform to the then current
release/revision level based on the date Buyer’s release is issued to Seller.


If Buyer requests, Seller will promptly furnish to Buyer, in such form and detail as Buyer directs, a list of all ingredients in the goods, the
amount of all ingredients, and information concerning any changes in or additions to the ingredients.


Seller will defend, hold harmless, and indemnify Buyer and its customers, and their respective successors and assigns, against any claims
of infringement including patent, trademark, copyright, moral, industrial design or other proprietary rights, or misuse or misappropriation
of trade secret and resulting damages and expenses including, without limitation, attorney and other professional fees and disbursements
relating to the goods or services.


Seller, and any goods or services supplied by Seller, will comply with all applicable laws, rules, regulations, orders, conventions, ordinances,
and standards of the country of origin and destination or that relate to the manufacture, labeling, transportation, importation, exportation,
licensing, approval, performance and/or certification of the goods or services, including, but not limited to, those relating to environmental
matters, wages, hours and conditions of employment, discrimination, occupational health/safety and motor vehicle safety.


Seller will maintain insurance coverage as required by applicable law.


Seller, at its expense, will furnish, keep in good condition, and replace when necessary all of its machinery and equipment, including related
tooling, jigs, dies, gauges, fixtures, molds, patterns, and other accessories, required for the production of goods covered by the Purchase order.


To the extent any good covered by this Purchase order is to be imported into the United States of America, Seller shall comply with all
applicable recommendations or requirements of the Bureau of Customs and Border Protections’s Customs-Trade Partnership against
Terrorism (“C-TPAT”) initiative. Upon request, Seller shall certify in writing its compliance with the C-TPAT initiative.


Seller will not, in any manner, advertise or publish that Seller has purchase orders to furnish Buyer the goods or services covered by this
Purchase order or use any trademarks or trade names of Buyer in Seller’s goods, advertising or promotional materials unless Buyer consents in
advance in writing.


Seller and Buyer are independent purchase ordering parties. Nothing in the Purchase order makes either party the agent or legal representative
of the other for any purpose whatsoever, nor grants either party any authority to assume or create any obligation on behalf of or in the name of
the other party.


If any provision of this Purchase order is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of
law, such provision will be deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the
remaining provisions of this Purchase order will remain in full force and effect.


Buyer, at its expense, has the right to audit practices and procedures, in order to substantiate any charges and other matters under this Purchase
order and assess Seller’s ongoing ability to perform its obligations under the Production Purchase Order. Seller will provide Buyer with
reasonable access to its facilities and otherwise cooperate and facilitate any such audits by Buyer.


This Purchase order, together with the attachments, exhibits, supplements or other terms of Buyer specifically referenced in this Purchase
order, constitutes the entire agreement between Seller and Buyer with respect to the matters contained in this Purchase order and supersedes
all prior oral or written representations and agreements. This Purchase order may only be modified by a written purchase order amendment
issued by Buyer.