Purchase Order Terms & Conditions
Eustis Company Inc./Pyrocom Purchase Order Terms and Conditions
1. GENERAL. The materials, supplies, work, services, articles, assemblies, structures, parts, components and other items covered by this Purchase Order are hereafter referred to as “goods”. Eustis Company Inc. /Pyrocom, Purchaser of the goods, will hereafter be referred to as “Purchaser”. The party furnishing the goods to Purchaser hereafter is referred to as “Supplier”.
2. The Purchase Order shall not constitute a contract until Purchaser receives an acknowledgment of the purchase order, signed by the Supplier. Notwithstanding any qualified acceptance, shipment will be received solely under the Conditions hereof and, by making shipments; Supplier agrees to be bound hereby. No modification of the Terms of Conditions hereof shall be binding upon Purchaser unless submitted in writing and approved by the signature of Purchaser’s authorized representative.
3. SHIPPING INSTRUCTIONS(a) All goods delivered hereunder will be suitably packaged or crated for domestic shipment. Supplier shall enclose a packing slip, not showing prices, in each container; and, on shipments not so accompanied, Purchaser’s count or weight shall be conclusive. Purchaser’s order number, Supplier’s name, packing slip number, piece number, and other identification as Purchaser may require shall appear on all containers, invoices, correspondence, bills of lading and other shipping papers, and where Supplier and shipper are not the same, the names of both shall be shown thereon. Unless otherwise provided in the contract, no charge shall be made for boxing or crating. Except as otherwise required by law or government regulations, all containers to be returned to Supplier shall be shipped on a no-charge basis, with Supplier’s name and address and demand for return plainly marked thereon and will be paid for by Purchaser only if so marked and not returned within a reasonable time.
4. COMPLIANCE WITH LAW Supplier shall in performing this contract comply with all laws including, but not by way of limitation, the Fair Labor Standards Act of 1938, as amended, ordered, regulations, ordinances, local laws, proclamations, demands, requisitions and directives of the Government, or any state, political subdivision, or any authority or representatives thereof which may now or hereafter relate to manufacture, sale or delivery of the goods or dissemination of information in connection therewith. Supplier agrees that this warranty may be considered as the certificate contemplated by Section 7 of the amendment, dated October 26, 1949 to the Fair Labor Standards Act of 1938. No convict labor shall be employed in performing this contract.
5. WARRANTY– Supplier warrants the goods shall conform to specifications, drawings, samples or other description set forth in the contract or furnished by Purchaser (or Supplier as the case may be) and shall be of good material and workmanship, free from defect and suitable for the intended purposes. Such warranty is binding on Supplier whether defects or deviations in the goods are patent or latent or whether such defects or deviations are discovered before or after payment, inspection or acceptance by Purchaser.
6. DEFAULT OF SUPPLIER(a) if Supplier shall (1) fail to deliver the goods specified in accordance with the delivery schedule specified herein (2) or fail to make progress as, in the judgment of Purchaser, to endanger performance of this contract; or (3) fail to comply with any of the provisions of the contract. Purchaser may terminate this contract or any part thereof; in which case Purchaser shall not be liable to Supplier for any excess cost to Purchaser. (b) If Supplier shall fail to comply with the warranty provisions of Article 5, Purchaser may reject and return at Supplier’s expense any goods delivered by Supplier not in conformity with Article 5 and may (1) require Supplier to replace such rejected goods at Supplier’s expense and otherwise fully perform this contract, or (2) cancel this contract, in which case Purchaser shall not be liable to Supplier for any sums of money or damages under this contract, and Supplier shall be required to refund the invoice price of the rejected goods plus all transportation charges paid by Purchaser. (c) Purchaser’s remedies herein mentioned are in addition to, and not in exclusion of any other remedies of Purchaser for Supplier’s default, whether expressed herein or otherwise provided by law.
7. REPRODUCTION RIGHTS In connection with Purchaser’s use, maintenance and service of the articles covered by this contract, Supplier agrees to and does hereby grant to Purchaser the right to reproduce, use and dispose of all or any part of the reports, drawings, blueprints, data and technical information delivered to Purchaser in connection with such articles, and Supplier agrees to hold Purchaser, it’s customers and all persons claiming under Purchaser harmless from any copyright or trademark liability or liability for any invasion of the right of privacy, including damages, costs and expenses arising out of said reproduction, or use of disposition.
8. TAXES– Unless otherwise indicated in this contract, the prices herein (1) do not include any state or local sales, use or other tax from which Supplier or this transaction of the procurement of the good is exempt, and (2) do include all applicable Federal taxes and other applicable sate and local taxes in effect at the date of this contract.
9. PATENT PROTECTION– To the extent the subject goods are not manufactured pursuant to detail design originated by Purchaser, Supplier agrees it will hold Purchaser and/or its agents or customers harmless from any loss, damage or liability which may be incurred on account of infringement of United States patent rights with respect to such articles or materials and that it will at its own expense defend any local suit or claim in which such infringement is alleged with respect to the sale or use of the articles or materials delivered here under, provided Supplier is duly notified as to suits against Purchaser.
10. GENERAL INDEMNITY– Supplier agrees to defend and save Purchaser, its employees, agents, affiliates, successors, assigns, customers or users of the products ordered herein, against all damages, claims or demands and all suits at law or in equity arising out of the death or injury to any person or damage to any property or defect in any goods alleged to have resulted from the goods and articles hereby ordered, and upon notification of any such suit or claim to supplier, supplier shall defend the same at supplier’s expense as to all costs, fees, and damages
11. VERIFICATION OF PURCHASED PRODUCT By accepting this purchase order the Purchaser or our customers reserve the right to inspect methods or activities necessary to insure that purchased product meets specified purchase requirements.
12. COMPLETE AGREEMENT This purchase order constitutes a final written expression of all terms of the agreement between Purchaser and Supplier and is a complete and exclusive statement of those terms. The terms of this Purchase Order may not be modified or waived orally. Any modification or waiver of the terms and conditions of this Purchase Order must be signed by the Purchaser.