SHIPPING AND BILLING
A. All material shall be suitably packed, marked and shipped in accordance with Buyer’s instructions, or, in the absence of such instructions, in accordance with the requirements of common carriers in a manner to secure lowest transportation costs, and no additional charge shall be made to the Buyer therefore unless otherwise stated herein.
B.No charge shall be made by Seller for drayage or storage, unless otherwise stated herein.
C.Packing slips must accompany each shipment.
D.Original bill of lading or other shipping receipt for each shipment shall be promptly forwarded by Seller in accordance with instructions issued by the Buyer.
E.Seller agrees to describe material on bill of lading or other shipping receipt and to route shipment in accordance with instructions issued by Buyer’s Traffic Department.
F.In the absence of instruction from Buyer to the contrary, all material, parts, etc., which are the subject of this order shall be shipped freight PREPAID to the point of destination. Orders shipped contrary to these instructions will not be accepted by the Buyer and will be returned to the Seller at the Seller’s expense.
TERMS AND CONDITIONS
1. CONTRACT The contract resulting from the acceptance of this order is to be construed according to the laws of the state from which this order issues as shown by the address of Buyer, which is printed on the face of this order. This contract is non-assignable by Seller.
2. DELIVERY SCHEDULES Time is of the essence hereof. In accepting this order, Seller agrees to perform this order and make deliveries hereunder as required hereby. Deliveries are to be made both in quantities and at times specified in schedules furnished by Buyer. Buyer will have no liability for payment for material or items delivered to Buyer which are in excess of quantities specified in the delivery schedules. Buyer may from time to time change delivery schedules or direct temporary suspension of scheduled shipments.
3. WARRANTY Seller expressly warrants that all the material and work covered by this order will conform to the specifications, drawings, samples or other description furnished or specified by Buyer, and will be merchantable, of good material and workmanship and free from defects. Seller expressly warrants that all the material covered by this order will be fit and sufficient for the purposes intended. This warranty shall survive any inspection, delivery, acceptance or payment by Buyer.
4. CANCELLATION Buyer reserves the right to cancel all or any part of the work covered by this order if Seller does not make deliveries as specified in the schedules or so fails to make progress as to endanger timely performance of the work and does not correct such failure within ten (10) days after receipt of written notice from Buyer specifying such failure, or if Seller breaches any of the terms hereof, including the warranties of Seller.
5. INSPECTION All material shall be received subject to Buyer’s inspection and rejection. Defective material or material not in accordance with Buyer’s specifications will be held for Seller’s instruction and at Seller’s risk and, if Seller so directs, will be returned at Seller’s expense. No goods returned as defective shall be replaced without a new order and schedule. Payment for material on this order prior to inspection shall not constitute an acceptance thereof, nor will acceptance discharge Seller’s responsibility hereunder.
6. CHANGE IN SPECIFICATIONS Buyer reserves the right at any time to make changes in drawings and specifications as to any material and/or work covered by this order. Any difference in price or time for performance resulting from such changes shall be equitably adjusted and the contract and/or schedule shall be modified in writing accordingly.
7. MATERIAL FURNISHED BY BUYER Any material furnished by Buyer, on other than a charge basis in connection with this order, shall be deemed as held by Seller upon consignment. All such material shall be used only in filling orders from Buyer, shall be kept separate from other material and tools and shall clearly be identified as property of Buyer. All such materials not used in the manufacture of the products covered by this purchase order shall, as directed, be returned to Buyer at Buyer’s expense, and, if not accounted for or so returned, shall be paid for by Seller. All such materials, including, but not limited to, tools, dies, gauges, jigs, fixtures, etc., owned by Buyer, shall be fully covered by Seller with fire and extended coverage insurance. Seller shall indemnify Buyer against any and all liability for damage to said property or injury or damage to others, including Seller’s employees, arising out of or in connection with the presence or use of said property whether such injury or damage is caused by defects in the property, negligence in the use thereof or otherwise.
8. TOOLS Unless otherwise herein agreed, Seller at its own expense shall furnish, keep in good condition and replace when necessary all dies, tools, gauges, fixtures, patterns, etc., necessary for the production of the material ordered. The cost of changes in the aforementioned items necessary to effect design or specification changes ordered by Buyer shall be paid for by Buyer. Buyer has the option, however, to take possession of and title to any dies, tools, gauges, fixtures, patterns, etc., that are special for the production of the material covered by this order and shall pay to Seller the unamortized cost thereof, provided, however, that this option shall not apply if the material hereby ordered is the standard product of Seller or if a substantial quantity of like material is being sold by Seller to others.
9. CONFIDENTIAL INFORMATION AND INVENTIONS Seller agrees not to utilize or to disclose to others any confidential information, drawings or data, whether or not designated as such, supplied, furnished or disclosed by Buyer except as reasonably required for the purposes of filling this order. All inventions or ideas, whether patentable or not, made, conceived, developed or acquired by Seller incident to the filling of this order shall vest in and inure to Buyer’s sole benefit.
10. PATENTS By accepting this order, Seller agrees at its own expense to defend, protect and save harmless Buyer, its successors, assigns, customer, and users of its products, against all suits at law or in equity, and from all damages, claims and demands for actual or alleged infringement of any United States or foreign patent trademark or copyright by reason of the use or sale of the material ordered. In case the product, or any part thereof furnished pursuant to this order, is in any suit so defended held to constitute infringement and its use enjoined. Seller shall at its own expense either procure for Buyer, its successors, assigns, customers and users the right to continue using said product or part thereof or replace it with a noninfringing product.
11A. COMPLIANCE WITH LAWS In performance of its obligations upon acceptance of this order, Seller shall comply at all times, and give all stipulations, representations, and certificates required by, all applicable executive orders, federal, state, municipal and local laws and rules, orders, requirements and regulations hereunder and all applicable regulations and provisions of any involved government agency including but not limited to the Fair Labor Standards Act and Executive Order No. 11246. Seller’s acceptance of this order and furnishing of goods or services hereunder shall constitute certification by Seller of such compliance. Seller agrees to furnish Buyer such additional certificates and additional evidence of compliance as Buyer shall request. Seller certifies that he does not now, nor will he in the future, maintain or provide for his employees any segregated facilities of any of his establishments, or permit his employees to perform their services at any location, under his control,
where segregated facilities are maintained. Seller agrees that a breach of this certification is a violation of the Equal Opportunity clause in this contract. As used in this certification, the term “segregated facilities” means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, creed, color, or national origin, because of habit, local custom or otherwise. He further agrees that he will obtain identical certification from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity Clause. He further agrees that the Equal Opportunity Clause is hereby incorporated in every nonexempt contract between us.
11B. Seller further certifies that it is in compliance with Executive Order 11627 and that the amounts invoiced under this contract will not exceed the lower of (1) the contract price or (2) the maximum levels established in accordance with the order.
11C. Seller certifies that all items furnished under this order will conform to and comply with the standards and regulations of the Occupational Safety and Health Act of 1970 and Seller agrees to indemnify and hold harmless Buyer for all damages, losses, costs or expenses suffered by Buyer as a result of Seller’s failure to effect such compliance.
12. INDEMNIFICATION AND INSURANCE If this order covers the performance of labor, or operation of a motor vehicle, or involves the presence of Seller’s agents, servants, employees or representatives at premises owned, leased or controlled by Buyer or at which Buyer is performing services or doing work for others, Seller agrees to indemnify and hold harmless Buyer against all liabilities, claims or demands for injuries or damage to any person or property arising out of the performance of this order, by Seller, its servants, employees, agents or representatives of every nature and description including those arising out of Buyer’s negligence. Seller further agrees to furnish upon Buyer’s request insurance carrier’s certificate showing that Seller has adequate Workmen’s Compensation, Public Liability, Motor Vehicle Liability and Property Damage Insurance coverage. The purchase of such insurance coverage or the furnishing of the aforesaid certificate shall not be in satisfaction of Seller’s liability hereunder or in any way modify Seller’s indemnification of Buyer.
13. INSOLVENCY Buyer may forthwith cancel the contract resulting from the acceptance of this order in the event of the happening of any of the following , or of any other comparable event, or in the event Buyer reasonable believes that any such event is likely to occur; insolvency of the Seller; the filing of a voluntary petition in bankruptcy; the filing of an involuntary petition to have Seller declared bankrupt; the appointment of a Receiver of Trustee for Seller; the execution by Seller of an assignment for the benefit of creditors.
14. REMEDIES The remedies herein reserved shall be cumulative and additional to any other or further remedies provided in law or equity. No waiver of a breach of any provision of this contract shall constitute a waiver of any other breach, or of such provision. Seller shall be liable for all damages, direct and indirect, resulting from the breach of any of the terms and conditions herein contained.
15. TERMS AND PAYMENTS Credit period will begin on the date we receive the goods or invoices, whichever is later. Unless otherwise agreed, payment shall be due as follows:
(a)If credit period begins on 1st through 15th of month – cash discount allowed through 25th of month;
net due 10th of next month.
(b)If credit period begins on 16th through end of month – cash discount allowed through 10th of next
month; net due 25th of next month.
P.O. Additional Information:
1. Quantities & part number(s) shipped for processing are listed on Stamco’s shipper.
2. Advise Stamco’s Quality Department upon receipt of quantity or part number discrepancies.
3. 100% On Time Delivery Required.
4. Upon return of product, your packing list must contain the following information:
5. Stamco’s P.O. and shipper number.
(If more than one shipper, all shipper numbers and quantity details must be entered on packing slip.)
6. Part Number.
7. Quantity returned to Stamco must designate parts scrapped in process and included in shipment.
8. Scrapped parts must be segregated and identified.
9. Balance to ship.
10. Parts to be returned per packaging instructions on outbound packing list.
11. Certification of Compliance Required on all shipments.