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TERMS AND CONDITIONS OF PURCHASE
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TERMS AND CONDITIONS OF PURCHASE
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TERMS AND CONDITIONS OF PURCHASE
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TERMS AND CONDITIONS OF PURCHASE
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10. Excusable Delays.
Neither party shall be liable for damages for
delay arising out of causes beyond its reasonable control and without
its fault or negligence, including, but not limited to, acts of God or of
the public enemy, acts of the Government in either its sovereign or
contractual capacity, fires, floods, epidemics, quarantine restrictions,
strikes, freight embargoes, and unusually severe weather. If the delay
is caused by the delay of a subcontractor of Seller, and if such delay
arises out of causes beyond the reasonable control of both Seller
and the subcontractor, and without the fault or negligence of either of
them, Seller shall not be liable to Buyer in damages unless the goods
or services to be furnished by the subcontract were obtainable from
other sources in sufficient time to permit the Seller to meet the required
delivery schedule. Seller shall notify Buyer in writing within ten (10)
days after the beginning of any such cause.
11. Assignment.
Neither Buyer’s Purchase Order nor any rights or
obligations thereunder may be assigned by Seller nor may Seller
subcontract in whole, or substantially in whole, the performance of
its duties hereunder without, in either case, Buyer’s prior written
consent. Any consent by Buyer to assignment shall not be deemed
to waive Buyer’s rights against Seller, including Seller’s right to
recoupment and/or set off of claims arising out of this or any other
transactions with Seller, its divisions, affiliates or subsidiaries, or to
settle or adjust matters with Seller without notice to permitted
successors and assigns.
12. Changes.
Buyer may require additional work, issue additional
instructions or make other changes in any Purchase Order by written
direction to Seller. If any such change results in an increase or
decrease in the cost of performance of the Purchase Order, an
equitable adjustment shall be made in the price. Any claim by Seller
for adjustment under the Purchase Order must be asserted in writing
within fifteen (15) days after receipt by Seller of notification of change
and must be approved by Buyer in writing, but nothing shall excuse
Seller from fulfilling the Purchase Order as changed.
13. Buyer’s Information.
Drawings, data, design, inventions,
computer software, ideas, suggestions, technical information,
intellectual property, and other information supplied by Buyer or those
developed by Seller at Buyer’s request shall remain Buyer’s property
and such information, as well as the subject of any Purchase Order
and/or the fact that it has been placed, shall be held in confidence by
Seller. Such information shall not be reproduced, used, modified, or
disclosed to others by Seller without Buyer’s prior written consent,
and shall be returned to Buyer on demand.
14. Buyer’s Property.
All property used by Seller in connection
with the production of goods or performance of services for Buyer
which is owned, furnished, charged to or paid for by Buyer, including,
but not limited to, materials, tools, dies, jigs, molds, patterns, fixtures,
equipment, drawings, specifications, technical information, computer
software, and intellectual property shall be and remain the property
of Buyer. Such property shall be subject to inspection and removal
by Buyer at any time without cost or expense to Buyer and Seller
authorizes Buyer to access Seller’s premises for the purpose of
inspecting or removing such property. All such property shall be
identified and marked as Buyer’s property, used only for the
production of goods or performance of services for Buyer and
adequately insured by Seller at its expense for Buyer’s protection.
Seller shall assume all liability for and maintain and repair such
property and return the same to Buyer in its original condition,
reasonable wear and tear excepted, and when such property is no
longer required hereunder, Seller shall furnish Buyer with a list thereof
and shall comply with any Buyer disposition instructions applicable
thereto. Buyer shall not be obligated to pay any invoices for tooling
until the first good produced therefrom shall have been inspected
and shipped from Seller, and received and accepted by Buyer.
15. Gratuities.
Seller warrants that neither it nor any of its
employees, agents or representatives has offered or given any
gratuities, gifts or other consideration to Buyer’s employees, agents
or representatives with a view toward securing any Purchase Order
from Buyer or securing favorable treatment with respect thereto.
16. Compliance with Laws.
Seller shall comply with all applicable
laws in the production of goods or performance of services for Buyer.
17. Remedies.
In addition to and not in limitation of any remedies
that Buyer may have under the terms of the contract or under
applicable law. Buyer may (i) return nonconforming or late delivered
goods to Seller at Seller’s expense (ii) charge Seller for the amount
(including shipping and incidental charges, if such charges are not
included in the contract price) in excess of the contract price required
to obtain goods or services in substitution for goods not delivered or
services not performed pursuant to the Purchase Order, goods
rejected because of late or otherwise defective delivery or goods
rejected because of breach of warranty; (iii) rework or repair the
goods as to make them conform to the Purchase Order and charge
Seller for the expense thereof (iv) use the nonconforming goods for
a purpose other than the purpose originally intended and charge
Seller for the amount by which the purchase price exceeds the price
of goods normally required for such alternative purposes (v) charge
