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General Provisions of Purchase Order |
AGREEMENT
The agreement ("Agreement") between California Instruments Corporation (the "Buyer") and Seller for the sale of goods or performance of services shall consist of all terms appearing herein and on the front of the Purchase Order document and any written documents which may be specifically incorporated by reference herein, together with any additions or revisions of such terms mutually agreed to in writing by the Buyer and Seller. The Agreement constitutes the full and final agreement between the parties, and supercedes all previous communications either oral or written. Acceptance of this order, including all terms and conditions hereof, shall occur, among other ways, upon the happening of any of the following events: (1) receipt by Buyer of an acknowledgement of this order; (2) receipt by Buyer of notification from Seller that Seller has commenced performance hereunder; or (3) shipment of any of the goods or performance of any of the services. Buyer expressly limits acceptance to the exact terms of this offer. Buyer objects to and shall not be bound by any additional, inconsistent or different terms appearing in Seller's quotation, proposal, acknowledgement, invoice, or other forms of communication from Seller. Oral agreements not reduced to a writing signed by the Buyer, to the extent they modify, add to, or detract from the Agreement, shall not be binding on Buyer.
PACKING
No charge shall be made for packing, crafting, or carting unless agreed to in writing at the time of purchase. Damage due to improper or inadequate packing shall be the responsibility at the expense of the Seller. Equipment or materials so damaged shall be repaired at the expense of the Seller or returned to the Seller at the Seller's expense for replacement.
SHIPMENT
| (a) | All shipments shall be made as noted on the face of the Purchase Order and notices sent to consignee. Ship via parcel post, express, rail, or lowest licensed truck rate if "best way" is indicated as method of delivery. | | (b) | If a "ship on" delivery date is shown, that date must be adhered to. Shipments arriving more than 10 working days in advance of scheduled delivery may be rejected at Buyer's discretion and Seller's expense. | | (c) | COD shipments will not be accepted unless agreed to prior to shipment. COD payments do not waive the right of California Instruments to inspection and acceptance or rejection of materials so supplied. |
INSPECTION
All material shall be subject to inspection by the Buyer. Defective material may be rejected for replacement or credit at the option of the Buyer, or may be accepted with an equitable adjustment on price. Material rejected for replacement or credit shall be returned to Seller at his expense. Replacement material shall be shipped to the Buyer or his designated agent expediently and within an agreed time period.
INVOICES
Invoices shall contain the following information: Purchase Order number, item number, description of material, sizes, quantities, unit price, extended totals and method of delivery.
CANCELLATION
Buyer may at any time, in writing, cancel this Purchase Order or any part thereof. If cancellation is for any reason other than default the Buyer may be subject to a reasonable cancellation charge.
DEFAULT
| (a) | Time is of the essence on this contract. | | (b) | In the event of default by the Seller, the Buyer may by written notice terminate this contract or any part thereof. Failure to deliver as specified, or failure to comply with any other conditions set forth on the Purchase Order or in these conditions shall constitute default. Should the seller default, the Buyer may purchase similar materials elsewhere, and the original seller shall be liable for any excess cost occasioned by this procurement. |
WARRANTY
The Seller warrants that all articles furnished hereunder shall be free from defects in workmanship and materials. If it appears within one year that any article delivered hereunder does not meet the warranties specified herein or otherwise applicable, the Seller shall at no cost to the Buyer correct any defect by repair or replacement. The foregoing warranties are in addition to any other warranties expressed or implied.
INDEMNIFICATION
To the extent not prohibited by applicable law, Seller shall indemnify, defend and hold Buyer harmless against all losses, liabilities, damages, costs and expenses (including attorney's fees) arising out of any third-party complaints, claims or legal actions alleging damage or injury in connection with the goods or services provided or alleging any claim or statement of facts that would constitute a breach of the Agreement by Seller.
LAWS AND REGULATIONS
All material furnished on the Purchase Order must have been produced and sold in compliance with all applicable Federal, State and other laws, and in particular the terms and provisions of Executive Order 11246 of 9/24/65 and with all amendments made thereafter pertaining to Equal Opportunity Employment Seller also guarantees that no goods delivered hereunder will, on the date of delivery, be adulterated or misbranded under 21 U.S.C. sections 351, 352 and 355 or 15 U.S.C. sections 1261-1276 as amended, or be otherwise prohibited from introduction into interstate commerce under 21 U.S.C. section 331, 15 U.S.C. section 1263, as amended, or similar state or municipal laws, and Seller guarantees that, where applicable, the manufacture of any goods shall have been consistent with 21 C.F.R. sections 800-895, as amended.
TOOLS AND EQUIPMENT
Tools, forms, dies, and other special fixtures produced and furnished against this Purchase Order shall be the property of the Buyer, and shall be marked. All tooling shall be maintained in good condition while in the possession of the Seller. Tooling shall be considered acceptable upon inspection and acceptance of a reasonable number of articles produced by said tooling.
All equipment supplied against this Purchase Order shall comply with applicable Safety Orders of the Division of Industrial Safety of the State Of California, and appropriate deductions from payments will be made in the event that the Buyer is put to any expense in making the equipment comply therewith.
STRIKES
When Seller has knowledge that any actual or potential labor dispute is delaying or threatening to delay the specified delivery of this order, the Seller shall immediately give notice to the Buyer including all relevant information pertaining thereto.
GENERAL | (a) | The Buyer reserves the right to correct obvious clerical or typographical errors with no liability. | | (b) | The Seller may not assign this contract or any rights thereunder, including monies due or to become due without the written consent of the Buyer. | | (c) | The Seller shall not without prior written consent of the Buyer in any manner advertise or publish the fact that the Buyer has placed this order. Blueprints, models, specifications or any other information supplied the Buyer, for use on this Purchase Order shall be considered the sole property of Seller and Buyer. Its use shall be restricted to this Purchase Order. Its improper use shall constitute default. |
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