Purchase Orders Terms and Conditions

General

Buyer will not be responsible for material delivered without purchase order. If this order is not acceptable exactly as written, return at once. This order is Buyer’s offer to Seller and acceptance is limited to its provisions with additions, deletions or other modifications. Delivery of an acknowledgement of this order and/or goods by Seller shall be conclusive evidence of such acceptance, including acceptance of these TERMS AND CONDITIONS. ANY MODIFICATION to these TERMS AND CONDITIONS must be approved IN WRITING by Buyer. A separate invoice shall be issued for each shipment. Unless otherwise specified in the order no invoice shall be issued prior to shipment of goods and no payment will be made prior to receipt and acceptance of goods and correct invoice. A discount invoice will be payable based on applicable discount periods computed from date of receipt of goods and correct invoice to day Buyer’s check is mailed. Unless freight and other charges, where applicable, are itemized discount will be taken on full amount of invoice. No C.O.D. shipments will be accepted nor will drafts for this purpose be honored unless previously agreed to in writing. All orders where the price is left open are subject to cancellation and return of the merchandise if Seller’s prices are not agreeable to Buyer.

Shipment/Delivery

All goods shall be suitably packed, marked, and shipped in accordance with requirements of common carriers in a manner to secure lowest transportation costs; no additional charge shall be made to Buyer therefore or for drayage unless stated herein. Any expense incurred by reason of Seller’s failure to follow shipping instructions will be charged to Seller. Shipments or delivery, as specified in the order, shall be strictly in accordance with the quantities and schedule specified in the order. The Buyer reserves the right to adjust the payment date for any item which is received by the Buyer more than five (5) days before the scheduled due date. If it appears Seller will not meet the specified schedule, Seller shall, if requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, the added cost to be borne by Seller.

Warranty Inspection and Acceptance of Goods and Services

Seller expressly warrants that all goods and services covered by this order will be merchantable and free from defects in materials and workmanship and will conform to the specifications, drawings, samples or other descriptions furnished or specified by Buyer, or agreed to in writing. Seller further warrants that such goods and services which are supplied in accordance with Seller’s specifications, drawings or samples, or which are listed in Seller’s catalog, or which are also manufactured for others by Seller, will be fit and serviceable for the ordinary purposes for which used or for the purposes specified. All goods shall be received subject to Buyer’s final inspection and acceptance at destination, but such inspection or acceptance shall not relieve Seller from any liability under the terms and conditions of the purchase order. Payment for goods or services prior to final inspection shall not constitute acceptance thereof. Any goods returned to Seller will be charged for all costs including transportation both ways, labor and reloading, and are not to be replaced except on written instructions from Buyer.

Quality Assurance

The Buyer shall have the right, at reasonable times, to visit Seller’s and Seller’s lower tier subcontractor’s facilities in order to verify that Seller’s performance is in accordance with all requirements of this P.O. Seller shall be furnished prior notice of any planned visit.

Changes or Cancellations

If this order is not filled within the time specified Buyer reserves the right to cancel. Notify Buyer immediately if unable to meet delivery requirements. Buyer may at any time, by written order, make changes within the general scope of this order in any one or more area: (1) drawings, designs, specifications, (2) method of shipment, (3) place of delivery, inspection, acceptance, (4) reasonable increase in quantity, and (5) reasonable changes in delivery schedules. Seller shall proceed immediately to perform to this order as changed. If such a change causes and increase or decrease in cost or time required for the performance of this order these factors are to be negotiated with the Buyer prior to effecting the change. No change, modification, waiver or addition to such terms and conditions shall be binding upon the Buyer unless made in writing on an amended purchase order form and signed by Buyer’s authorized representative. Waiver of any default hereunder shall not be deemed a waiver of any default that may thereafter occur. These TERMS AND CONDITIONS, with changes as defined above, constitute our entire agreement: there are no other representations, understandings or agreements, expressed or implied.

Termination

Buyer may at any time terminate this order in whole or in part by written notice to Seller. The Seller shall thereupon as directed cease work and as directed deliver to Buyer all completed and partially completed articles or materials and work in process, and Buyer shall pay the Seller the following:

(a) The price stipulated in this order for all articles or materials which have been completed prior to such termination and which are accepted by Buyer.

(b) Actual expenditures made by the Seller in connection with the uncompleted portion of this order including reasonable cancellation charges paid by the Seller on account of commitments made under this order.
 
Any standard commercial material or materials as illustrated in Seller’s catalog shall be subject to only a standard restocking charge if any, compatible with industry practice.

The provisions of this clause are without prejudice to the rights of Buyer in the event of any failure on the part of the Seller to comply with the delivery schedule or other provisions of this order.

Patent Indemnities

Seller shall, except with respect to Buyer-designed articles, hold Buyer harmless from liability for infringement of U.S. Patent on articles furnished to Seller. With respect to Buyer-designed articles Buyer shall hold Seller harmless against liability and direct (not consequential) costs resulting from infringement of U.S. patents. Partly claiming indemnity hereunder must minimize damages and give prompt notice and full cooperation to indemnifier, who shall have sole right to defend or compromise. OWNERSHIIP – Unless otherwise agreed to in writing all tools, equipment, or material furnished to Seller by Buyer, or specifically paid for by Buyer and any replacement thereof shall be and remain the property of the Buyer. Such property shall be plainly marked or identified as the Buyer’s property. Seller shall not substitute any property for Buyer’s property and shall not use such property except in filling Buyers orders. Such property while in the Seller’s possession or control shall be held at Seller’s risk and shall be subject to recall by Buyer at any time unless otherwise indicated.

Compliance with Laws

Seller agrees to comply with all applicable local, state and federal laws, and executive orders and regulations issued pursuant thereto and further agrees to indemnify Buyer against any loss, cost, liability or damage by reason of Seller’s breach of this provision. Seller further agrees to furnish materials free from mercury contamination; if contamination is determined to have occurred, the material may be rejected. Seller is further advised that the use of ODS (ozone depleting substances) in the manufacture of said supplies is discouraged. FAIR LABOR STANDARDS ACT – By acceptance of this order, Seller certifies to Buyer that the goods ordered herein have been produced in compliance with all applicable, requirements of the Fair Labor Standards Act, as amended, including Sec. 6, 7, and 12 thereof, and the regulations and orders of the United States Department of Labor issued under Sec. 14 thereof.

Standard Liability

It is a condition of this order that the Seller will save Buyer harmless and will indemnify Buyer from and against any liability for damages, costs, attorney’s fees, and expense on account of injury to or death of any person, or damage to any property including assemblies produced either by Buyer, or by Buyer’s sub-contractors, or by Buyer’s customers which occur as a result of fault of negligence of Seller, the Seller’s subcontractors, agents, servants or employees in connection with the work covered by this purchase order and injury to any employee of Seller during the performance of such work and any death resulting there from.

Certificate of Insurance

If this order covers work to be performed on the Buyer’s premises, the Seller shall furnish Buyer, before commencing work under this order, a Certificate of Insurance showing the Seller carries adequate public liability and property damage insurance and worker’s compensation insurance (or evidence of authority to self-insure).

Standard Guarantee and Liability

It is a condition of this order that the Seller and its sub-contractors must adhere to Buyer’s Standard Guarantee and Liability as provided herein.

Liens

It is a condition of this order that Sellers and sub-contractors furnishing service or materials on Buyer’s premises must in all cases keep the premises upon which work called for in this order is to be done, free and clear of all liens arising out of or in connection with this order, and furnish Buyer, Standard Waiver of Lien Form as may be required.

Nondiscrimination in Employment

In connection with performance of work under this contract, the Seller agrees not to discriminate against any employee or applicant for employment because of race, religion, color, age, or national origin. The aforesaid provision shall include, but not be limited to the following employment upgrading, demoting or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation, and selection for training, including apprenticeship.

The Equal Employment Opportunity Clause in Section 202 of Executive Order No. 11246 as amended, relative to equal opportunity and the implementing rules and regulations of the Office of Federal Contract Compliance is incorporated herein by specific reference.

The Seller will give the Buyer the benefit of any price reduction made by the Seller in the United States or Canada during the period of this contact, such reduction to apply on quantities undelivered at the date of such reduction.

Pyott-Boone Electronics Form Number 740F02-02 Effective Date 10-15-2009