PURCHASE ORDER TERMS AND CONDITIONS
ACCEPTANCE: Prompt acceptance of this order by returning the acknowledgement copy hereof is requested but, in any event, any delivery hereunder shall constitute and acceptance hereof,
INVOICE, PACKING LISTS, AND BILLS OF LADING: Seller shall mail separate invoices in duplicate for each shipment and order to Sheldon Precision , LLC. Prospect, Connecticut, together with one copy of Bill of Lading and Packing List which shall also be forwarded with each shipment.
DELIVERY: Time is of the essence on this order and it is essential this order be filled on the specified delivery date(s). By notice in writing. Buyer may temporarily suspend or postpone the shipping schedule as it deems necessary and without additional cost to Buyer.
QUALITY: Seller warrants that material and work furnished hereunder shall comply with all the requirements of this order (including those contained in drawings, designs, specifications and other documents referenced in this order). shall be fit for the purposes intended, shall be subject to Buyer’s inspection for a reasonable period following receipt and shall be of the highest grade and quality unless otherwise specified. At Buyer’s option, material or work not meeting the above warranties shall survive inspection, tests, acceptance, and payment.
PATENTS AND TRADEMARKS: Seller agrees to defend, protect and hold harmless the Buyer and its customers against all claims for infringement of any United States or foreign patent or trademark which may arise from the manufacture, use or sale of material or work furnished hereunder.
PACKING AND SIMILAR CHARGES: No charges for transportation, packing, crating, cartage, storage or containers shall be allowed unless specifically provided for herein.
COMPLIANCE WITH LAWS: Seller warrants that it shall comply with all applicable Federal, State, Provincial and local laws and specifically represents that material and work hereunder shall be produced in compliance with the Fair Labor Standards Act of 1938 as amended and implemented.
TAXES: Except as may be otherwise specifically provided in this order. Seller shall pay and the price includes all applicable Federal, State and local taxes which are not imposed by law on the Buyer.
TITLE TO DRAWINGS AND SPECIFICATIONS: Buyer shall retain title to all drawings, designs, specifications and technical and proprietary data furnished to Seller for use with this order and the same shall be treated as Buyer’s confidential information and shall not be used by Seller other than to complete this order. Seller shall, upon request form Buyer, and, in any event, upon completion of this order, return all drawings, designs, specifications, and written data and all copies or reproductions thereof to the Buyer. Seller shall not make any copies or reproductions of drawings designs, specifications or written data without Buyer’s written approval.
INFORMATION DISCLOSED TO BUYER: Any information or data disclosed or furnished to Buyer by Seller hereunder shall be deemed purchased by Buyer; non-propietary and free of all restrictions whatsoever unless specifically agreed in writing to the contrary.
CHANGES: Buyer may at any time by written notice make changes, within the general scope of this order, in (1) the drawings, designs or specifications, (2) quantities, (3) the method of shipment or packing, or (4) the place of delivery. If any change affects the time for or cost of performance, an equitable adjustment shall be made promptly in the delivery schedule or the purchase price, or both, by agreement of the parties. All claims by Seller for adjustment under this clause must be asserted, in writing and in full within thirty (30) days from the date of notification of the change or shall be waived. Nothing herein shall excuse Seller from proceeding with the order as changed. Buyer shall have the right to check such claims at any reasonable time by inspecting and auditing the records, facilities, work and materials of Seller relating to this order.
TERMINATION AT BUYER’S OPTION: Buyer may at any time terminate this order, in whole or in part, by written notice, whereupon Seller shall terminate work pursuant to the terms of such notice. Seller shall promptly advise buyer of the quantities or applicable work and material on hand or purchased prior to termination and the most favorable disposition that Seller can make thereof. Seller shall comply with Buyer’s instructions regarding disposition of such work and material. All claims by Seller based on such termination must be asserted, in writing and in full, within ninety (90) days from the date of notification of the termination, or shall be waived. Buyer shall have the right to check such claims at any reasonable time by inspecting and auditing the records, facilities, work and materials of Seller relating to this order. Buyer shall pay Seller the purchase order price of finished work and the cost to Seller (excluding profit or losses) of work in process and raw material, based on any audit Buyer may conduct and generally accepted accounting principles; less, however, (1) the reasonable value or cost (whichever is higher) of any items used or sold by Seller without Buyer’s consent; (2) the agreed value of any items used or sold by Seller with Buyer’s consent; and (3) the value of any defective, damaged or destroyed work or material, Buyer will make no payments for finished work, work in process or raw material fabricated or procured by Seller unnecessarily in advance or, or in excess or, Buyer’s written delivery requirements. The payment provided under this clause shall constitute Buyer’s only liability in the event his order is terminated as provided herein. Seller’s acceptance of such payment shall constitute an acknowledgement that Buyer has fully discharged such liability. The provisions of this clause shall not apply to any termination by Buyer for default of Seller or for any other cause allowed by law or under this order.
FORCE MAJEURE: This order is subject to modification or termination by Buyer, without cost to Buyer, in the event fire, accidents, strikes, Government acts or other conditions beyond Buyer’s control affect the purchase hereunder.
BUYER’S PROPERTY: All materials, including tools, special dies and patterns, furnished or specifically paid for by the Buyer shall be the property of the Buyer, shall be subject to removal at any time, without additional costs to Buyer, upon demand by the Buyer shall be used only in filling orders from the Buyer and shall be segregated and clearly identified as property of the Buyer. Seller assumes all risk and liability for loss or damage thereto, except for normal wear and agrees to permit inspection and supply detailed statements of inventory upon request of Buyer. The Seller shall procure and maintain at all times and at its expense adequate insurance covering the same against fire and other casualties and Seller’s insurance shall include a clause providing that loss, if any, shall be payable to the Seller and Buyer as their interests may appear.
PERFORMANCE BY SELLER: This order is issued to Seller in reliance on Seller’s performance and Seller shall not assign this order to the payment of any sums due hereunder, or subcontract any substantial part of the work other than for standard commercial supplies, or delegate performance of its duties without Buyer’s written consent. Any such assignment, subcontract or delegation made or attempted without Buyer’s prior written consent shall give Buyer an option to cancel this order without further obligation.
SELLER’S LIABILITY: Seller assumes all risk of injury or death to any person, including its agents, servants and employees, and damage to or destruction of any property, including Buyer’s, resulting from or arising out of material furnished or work performed under the order and Seller agrees to reimburse, defend, protect and hold harmless Buyer’s negligence, if the work hereunder involves Seller or its agents, servants or employees presence on Buyer’s property, Seller shall first furnish Buyer evidence or worker’s compensation, automobile and public liability insurance satisfactory to Buyer.
INSPECTION: Seller agrees that Buyer, Buyer’s customers or Buyer’s representatives shall have the right to enter Seller’s facility at reasonable times to inspect the facility, goods, materials and any property of the Buyer’s covered by this order. Buyer’s, Buyer customers’ or Buyer’s customers’ representative’ inspection of the goods, whether during manufacture prior to delivery or within a reasonable time after delivery, shall not constitute acceptance of any work-in-progress or finished goods.
DEFAULT: Should the Seller fail to make timely delivery of any portion of the material or work ordered hereunder or fail to perform any other obligation under this order, or should Seller fail, in Buyer’s reasonable judgement, to make timely and adequate progress towards performance of this order, Buyer may terminate this purchase order of default and Buyer shall thereupon have all the remedies provided in this order and by law for breach of contract.
BUYER’S REMEDIES: If Seller shall deliver work or material which fails to meet the requirements of the “Quality” clause hereof, or if Seller defaults under the “Default” clause hereof or otherwise, Buyer may at Buyer’s option: (1) correct such deficiencies or have them corrected elsewhere, or (2) supply the work and material itself or obtain them elsewhere, and Seller shall be liable to Buyer for all costs and expenses additional to all other rights and remedies provided in this order and under law, whether for breach of contract or otherwise, and Buyer’s failure in one or more instances to exercise such rights and remedies shall not constitute a waiver thereof.
GOVERNMENT CONTRACTS: If this order is for material or work under a Government contract or subcontract, all contract provisions or clauses required by law, orders regulation of Buyer’s Government contract or subcontract are hereby incorporated herein by reference as fully as if set forth herein in full. Where necessary to make the context of such provisions or clauses applicable to this order, the terms ” Contractor,” ” Contract,” and “Government” or “Contracting Officer” (or terms of similar import) shall mean respectively Seller, this order and Buyer.
MODIFICATION: The terms and conditions of this order may not be modified or waived by any verbal arrangements, by Seller’s acknowledgements or in any other way except in writing signed by an authorized representative of Buyer. References in this order to Seller’s proposal or quotation do not constitute and acceptance of any terms and conditions set forth therein.
Sec. 60-1.4 EQUAL OPPORTUNITY CLAUSE: (a) Government contracts. Except as otherwise provided, each contracting agency shall include the following equal opportunity clause contained in section 202 of the order in each of its Government contracts (and modifications thereof if not included in the original contract): During the performance of his contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national orgin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national orgin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection of training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause, (2) The contractor will, in all solicitations or advertisements of employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.(3) The contractor will send to each labor union or representative or workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers’ representative of the contractor’s commitments under section 202 of Executive Order 11246 of September 24, 1965 and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The contractor will comply with all provisions of Executive Order 11246 of September 24,1965, and by the rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.(6) In the event of the contractor’s non-compliance with the nondiscrimination clauses of this contract of with an of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may able declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, or by rule regulation or order of the Secretary of Labor, or as otherwise provided by law. (7) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant of section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States or enter into such litigation to protect the interests of the United States.
Suppliers must be TS16949/ISO 9001 compliant.
SP0324 Rev. 3/21/16