Terms and Conditions of Purchase
1. ACCEPTANCE
This order is L M Gill's (“Buyer”) offer to Vendor to purchase the goods and/or services described on the front side hereof (herein referred to as the Products). Acknowledgement of this order by Vendor to Buyer shall constitute Vendor's acceptance of such order including all of the terms and conditions herein set out. In the absence of such acknowledgement commencement of delivery of the Products and acceptance of such deliveries by Buyer, shall constitute a firm contract on the terms and conditions hereof. This order is subject to the following terms and conditions and no others unless there is a signed overriding agreement between the parties.
2. PACKING
The Products shall be packed and shipped by Vendor in accordance with Buyer's instructions and good commercial practice and so as to insure that no damage shall result from weather or transportation.
3. WARRANTY-PRODUCT
The Vendor expressly warrants that the Products shall be merchantable within the meaning of Article 2-314(2) of the Uniform Commercial Code in effect on the date of this order for the State of Connecticut. In addition to all warranties which may be prescribed by law, the Products shall conform to specifications, drawings and other descriptions provided to or by the Vendor and shall be free from defects in materials and workmanship. Vendor also warrants that to the extent the Products are not manufactured pursuant to detailed designs furnished by Buyer, that they will be free from defects and design. Such warranties, including warranties prescribed by law, shall run to Buyer, its successors, assigns, and customers, and to users of the Products for a period equal to the useful life of the Article, subject to ordinary wear and tear.
4. WARRANTY-PRICE
Vendor warrants that the prices charged Buyer, as indicated on the front side hereof, are no higher than prices charged on orders placed by others for similar quantities on similar conditions subsequent to the last generally announced price change. In the event Vendor breaches this warranty, the prices of the Products shall be reduced accordingly retroactively to date of such breach.
5. PATENT INFRINGEMENT INDEMNITY
To the extent the Products are not manufactured in accordance with Buyer's design, Vendor shall defend, indemnify and hold harmless Buyer, its successors, assign, customers and user of its products from and against any claim, loss, damage or expense arising out of any infringement or claim of infringement of any Letters Patent, trade names, trademark, copyright or trade secrets of the sale or use of any Products purchased hereunder. Buyer shall promptly notify Vendor of any such claim.
6. BUYER-FURNISHED PROPERTY
Vendor shall not use, reproduce, or appropriate for, or disclose to, anyone other than Buyer any material, tooling, dies, drawings, designs, and other property or data furnished by Buyer. Nor shall Vendor use the same to produce or manufacture more Products than are require hereunder. Title thereto shall remain in Buyer at all times. Vendor shall bear the risk of loss or damage to such property furnished by Buyer unless such loss or damage is normal or customary under circumstances or is solely, directly, and proximately caused by Buyer's negligence. All such Buyer- furnished property together with spoiled and surplus materials shall be returned to Buyer at termination or completion of this order unless buyer shall otherwise direct. In the event tooling, dies, fixtures, or other materials or property of Buyer will be maintained on Vendor's premises for a period of time, Vendor agrees to execute and deliver to Buyer for filing purposes a Uniform Commercial Code Financing Statement (Form UCC-1) confirming Buyer's ownership of such tooling dies fixtures or other materials or property.
7. TERMINATION
a. Buyer may cancel this order, in whole or in part without liability to Buyer, if deliveries are not made at the time and in the quantities specified or in the event of a breach or failure of any of the other terms or conditions hereof.
b. Buyer may terminate this order in whole or in part, at any time for its convenience, by notice to Vendor in writing. On receipt by Vendor of such notice, Vendor shall, and to the extent specified therein, stop work hereunder and the placement of subcontract, terminate work under subcontractors outstanding hereunder, and take any necessary action to protect property in Vendor possession in which Buyer has or may acquire an interest. Any termination claim must be submitted to Buyer within sixty (60) days after the effective date of termination.
c. Any cancellation or termination by Buyer, whether for default or otherwise, shall be without prejudice to any claims for damages or other rights of Buyer against Vendor.
d. Buyer shall have the right to audit all elements of any termination claim and Vendor shall make available to Buyer on request all books, records, and papers relating thereto.
8. CHANGES
Buyer at any time may make changes in the quantities ordered or in the specifications or drawings relating to the Products or may change or amend any other term or condition of this order, in which event an equitable adjustment will be made to any price, time of performance, and/or other provisions of this order required to be changed thereby. Any claim for such an adjustment must be made within fifteen (15) days from the date of receipt by Vendor of such change.
9. COMPLIANCE WITH LAWS
In filling this order, Vendor shall comply with all applicable federal, state and local laws, and governmental regulations and orders.
10, INDEMNITY AND INSURANCE
a. Vendor shall defend, indemnify and hold Buyer, its employees, its customers and users of the purchased Products harmless from any proper, damage, personal injuries, or death arising about of the purchase and/or use of the Products purchased hereunder and/or arising out of Vendor's (or its Subcontractor's) work or performance hereunder and shall procure and maintain liability insurance, with contractual liability coverage with minimum limits of $250,000/$500,000/$100,000 or with such higher limits as Buyer shall reasonably request. Vendor shall, on request, furnish to buyer a Certificate of Insurance evidencing the foregoing coverages and limits.
b. Vendor shall defend, indemnify and hold Buyer harmless from the assessment by a third party of any liquidated damages or proved actual damage arising out of the failure of Vendor to timely deliver the Products purchased hereunder. Buyer shall give Vendor timely notice of any such claimed assessment.
11. SET-OFF
Buyer may set off any amount due from Vendor to Buyer whether or not under this order against any amount due Vendor hereunder.
12. ASSIGNMENT
Vendor shall not assign this order or any interest herein including any performance or any amount which may be due or may become due hereunder, without Buyer's prior written consent, which consent shall be at Buyer's total discretion.
13. SUBCONTRACTING
If any Products are to be made to Buyer's design, any subcontracting by Vendor with respect thereto shall be subject to Buyer's prior written approval.
14. ADVERTISING
Vendor shall not advertise or publish the fact that Buyer has placed this order without Buyer's written consent except as may be necessary to comply with a proper request for information from any authorized representative of any governmental unit or agency.
15. CONTROLLING LAW
This order and the performance of the parties hereunder shall be controlled, governed by and enforced according to the law of the State of Connecticut.
16. NOTICE OF LABOR DISPUTES
Whenever an actual or potential labor dispute is delaying or threatens to delay the timely performance of this order, Vendor shall immediately give notice thereof, including all relevant information with respect thereto, to Buyer. Vendor shall insert the substance of this paragraph in any contract hereunder so that each such subcontract shall provide that in the event its timely performance is delayed or threatened by delay by an actual or potential labor dispute, the subcontractors shall immediately notify Vendor of all relevant information with respect to such dispute. Vendor shall be fully liable for any and all damages resulting from a failure of it or its subcontractor to comply with this paragraph.
17. TRADEMARKS
Buyer warrants that all of the trademarks Buyer requests Vendor to affix to the Products purchased are those owned by Buyer and it is understood and agreed that Vendor shall not acquire or claim any right, title or interest therein, or use any of such trademarks on any Article produced for itself or anyone other than Buyer.
18. RISK OF LOSS
Risk of loss or damage to the Products shall be on Vendor until said Products have been delivered to and accepted by Buyer, not withstanding any other terms contained herein. All Products will be received by Buyer subject to its right of inspection and rejection. Buyer shall be allowed a reasonable period of time to inspect the Products and to notify Vendor of any non-conformance with the terms and conditions of this order. Buyer may reject any Products which do not conform to the terms and conditions of this order. Products so rejected may be returned to Vendor, or held by buyer, at Vendor's risk and expense.
19. GENERAL
All warranties shall be construed as conditions as well as warranties. No waiver of a breach or of any provision of this order shall constitute a waiver of any other breach or provision. No modification or change in, or departure from or waiver of the provisions of this order shall be valid or binding unless approved by Buyer in writing. This order shall constitute the entire agreement between the parties. In the event that Buyer utilizes the services of attorneys to enforce any provisions of this order, Vendor agrees to pay any and all reasonable attorney's fee thereby incurred.
20. NOTIFICATION OF DEFECTIVE PRODUCT
If at any time after delivery to Buyer, product is discovered to be non-conforming, the Vendor is required, within 24 hours, to notify Buyer in writing, the following minimum information - Purchase Order Number, Part Number, material Lot Number and/or Heat Number and a description of the defect.
1. ACCEPTANCE
This order is L M Gill's (“Buyer”) offer to Vendor to purchase the goods and/or services described on the front side hereof (herein referred to as the Products). Acknowledgement of this order by Vendor to Buyer shall constitute Vendor's acceptance of such order including all of the terms and conditions herein set out. In the absence of such acknowledgement commencement of delivery of the Products and acceptance of such deliveries by Buyer, shall constitute a firm contract on the terms and conditions hereof. This order is subject to the following terms and conditions and no others unless there is a signed overriding agreement between the parties.
2. PACKING
The Products shall be packed and shipped by Vendor in accordance with Buyer's instructions and good commercial practice and so as to insure that no damage shall result from weather or transportation.
3. WARRANTY-PRODUCT
The Vendor expressly warrants that the Products shall be merchantable within the meaning of Article 2-314(2) of the Uniform Commercial Code in effect on the date of this order for the State of Connecticut. In addition to all warranties which may be prescribed by law, the Products shall conform to specifications, drawings and other descriptions provided to or by the Vendor and shall be free from defects in materials and workmanship. Vendor also warrants that to the extent the Products are not manufactured pursuant to detailed designs furnished by Buyer, that they will be free from defects and design. Such warranties, including warranties prescribed by law, shall run to Buyer, its successors, assigns, and customers, and to users of the Products for a period equal to the useful life of the Article, subject to ordinary wear and tear.
4. WARRANTY-PRICE
Vendor warrants that the prices charged Buyer, as indicated on the front side hereof, are no higher than prices charged on orders placed by others for similar quantities on similar conditions subsequent to the last generally announced price change. In the event Vendor breaches this warranty, the prices of the Products shall be reduced accordingly retroactively to date of such breach.
5. PATENT INFRINGEMENT INDEMNITY
To the extent the Products are not manufactured in accordance with Buyer's design, Vendor shall defend, indemnify and hold harmless Buyer, its successors, assign, customers and user of its products from and against any claim, loss, damage or expense arising out of any infringement or claim of infringement of any Letters Patent, trade names, trademark, copyright or trade secrets of the sale or use of any Products purchased hereunder. Buyer shall promptly notify Vendor of any such claim.
6. BUYER-FURNISHED PROPERTY
Vendor shall not use, reproduce, or appropriate for, or disclose to, anyone other than Buyer any material, tooling, dies, drawings, designs, and other property or data furnished by Buyer. Nor shall Vendor use the same to produce or manufacture more Products than are require hereunder. Title thereto shall remain in Buyer at all times. Vendor shall bear the risk of loss or damage to such property furnished by Buyer unless such loss or damage is normal or customary under circumstances or is solely, directly, and proximately caused by Buyer's negligence. All such Buyer- furnished property together with spoiled and surplus materials shall be returned to Buyer at termination or completion of this order unless buyer shall otherwise direct. In the event tooling, dies, fixtures, or other materials or property of Buyer will be maintained on Vendor's premises for a period of time, Vendor agrees to execute and deliver to Buyer for filing purposes a Uniform Commercial Code Financing Statement (Form UCC-1) confirming Buyer's ownership of such tooling dies fixtures or other materials or property.
7. TERMINATION
a. Buyer may cancel this order, in whole or in part without liability to Buyer, if deliveries are not made at the time and in the quantities specified or in the event of a breach or failure of any of the other terms or conditions hereof.
b. Buyer may terminate this order in whole or in part, at any time for its convenience, by notice to Vendor in writing. On receipt by Vendor of such notice, Vendor shall, and to the extent specified therein, stop work hereunder and the placement of subcontract, terminate work under subcontractors outstanding hereunder, and take any necessary action to protect property in Vendor possession in which Buyer has or may acquire an interest. Any termination claim must be submitted to Buyer within sixty (60) days after the effective date of termination.
c. Any cancellation or termination by Buyer, whether for default or otherwise, shall be without prejudice to any claims for damages or other rights of Buyer against Vendor.
d. Buyer shall have the right to audit all elements of any termination claim and Vendor shall make available to Buyer on request all books, records, and papers relating thereto.
8. CHANGES
Buyer at any time may make changes in the quantities ordered or in the specifications or drawings relating to the Products or may change or amend any other term or condition of this order, in which event an equitable adjustment will be made to any price, time of performance, and/or other provisions of this order required to be changed thereby. Any claim for such an adjustment must be made within fifteen (15) days from the date of receipt by Vendor of such change.
9. COMPLIANCE WITH LAWS
In filling this order, Vendor shall comply with all applicable federal, state and local laws, and governmental regulations and orders.
10, INDEMNITY AND INSURANCE
a. Vendor shall defend, indemnify and hold Buyer, its employees, its customers and users of the purchased Products harmless from any proper, damage, personal injuries, or death arising about of the purchase and/or use of the Products purchased hereunder and/or arising out of Vendor's (or its Subcontractor's) work or performance hereunder and shall procure and maintain liability insurance, with contractual liability coverage with minimum limits of $250,000/$500,000/$100,000 or with such higher limits as Buyer shall reasonably request. Vendor shall, on request, furnish to buyer a Certificate of Insurance evidencing the foregoing coverages and limits.
b. Vendor shall defend, indemnify and hold Buyer harmless from the assessment by a third party of any liquidated damages or proved actual damage arising out of the failure of Vendor to timely deliver the Products purchased hereunder. Buyer shall give Vendor timely notice of any such claimed assessment.
11. SET-OFF
Buyer may set off any amount due from Vendor to Buyer whether or not under this order against any amount due Vendor hereunder.
12. ASSIGNMENT
Vendor shall not assign this order or any interest herein including any performance or any amount which may be due or may become due hereunder, without Buyer's prior written consent, which consent shall be at Buyer's total discretion.
13. SUBCONTRACTING
If any Products are to be made to Buyer's design, any subcontracting by Vendor with respect thereto shall be subject to Buyer's prior written approval.
14. ADVERTISING
Vendor shall not advertise or publish the fact that Buyer has placed this order without Buyer's written consent except as may be necessary to comply with a proper request for information from any authorized representative of any governmental unit or agency.
15. CONTROLLING LAW
This order and the performance of the parties hereunder shall be controlled, governed by and enforced according to the law of the State of Connecticut.
16. NOTICE OF LABOR DISPUTES
Whenever an actual or potential labor dispute is delaying or threatens to delay the timely performance of this order, Vendor shall immediately give notice thereof, including all relevant information with respect thereto, to Buyer. Vendor shall insert the substance of this paragraph in any contract hereunder so that each such subcontract shall provide that in the event its timely performance is delayed or threatened by delay by an actual or potential labor dispute, the subcontractors shall immediately notify Vendor of all relevant information with respect to such dispute. Vendor shall be fully liable for any and all damages resulting from a failure of it or its subcontractor to comply with this paragraph.
17. TRADEMARKS
Buyer warrants that all of the trademarks Buyer requests Vendor to affix to the Products purchased are those owned by Buyer and it is understood and agreed that Vendor shall not acquire or claim any right, title or interest therein, or use any of such trademarks on any Article produced for itself or anyone other than Buyer.
18. RISK OF LOSS
Risk of loss or damage to the Products shall be on Vendor until said Products have been delivered to and accepted by Buyer, not withstanding any other terms contained herein. All Products will be received by Buyer subject to its right of inspection and rejection. Buyer shall be allowed a reasonable period of time to inspect the Products and to notify Vendor of any non-conformance with the terms and conditions of this order. Buyer may reject any Products which do not conform to the terms and conditions of this order. Products so rejected may be returned to Vendor, or held by buyer, at Vendor's risk and expense.
19. GENERAL
All warranties shall be construed as conditions as well as warranties. No waiver of a breach or of any provision of this order shall constitute a waiver of any other breach or provision. No modification or change in, or departure from or waiver of the provisions of this order shall be valid or binding unless approved by Buyer in writing. This order shall constitute the entire agreement between the parties. In the event that Buyer utilizes the services of attorneys to enforce any provisions of this order, Vendor agrees to pay any and all reasonable attorney's fee thereby incurred.
20. NOTIFICATION OF DEFECTIVE PRODUCT
If at any time after delivery to Buyer, product is discovered to be non-conforming, the Vendor is required, within 24 hours, to notify Buyer in writing, the following minimum information - Purchase Order Number, Part Number, material Lot Number and/or Heat Number and a description of the defect.
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