Terms and Conditions
1. This order expressly limits acceptance to the terms and conditions stated herein. Any additional or different terms proposed by Seller are rejected unless expressly assented to in writing by Buyer. No contract shall exist except herein provided.
2. Seller must acknowledge, by corrected copy returned to Buyer, any discrepancies within 15 days of the order date.
3. No additional charges of any kind, including charges for boxing, packing, cartage or other extras shall be allowed unless specifically agreed to in writing in advance by Buyer. Physical test reports and certificates of analysis when requested by Buyer are to be furnished without additional cost.
4. The specific quantity ordered must be delivered in full and not be changed without the Buyer's written consent. Any unauthorized quantity is subject to Buyer's rejection and returned at Seller's expense. Vendor agrees not to manufacture more than the quantity indicated on order plus or minus 10%.
5. If price is not stated in this order, it is agreed that the goods shall be billed at the price last quoted or billed at the prevailing market price, whichever is lower. This order shall not be filled at a higher price than last quoted or charged without Buyer's specific authorization.
6. If this purchase order involves repetitive deliveries, assembly, installation, repair or service in or upon the Buyer's premises or elsewhere on behalf of Buyer, the Seller shall maintain such insurance as will cover and include the entire obligation assumed in this order as well as such insurance as necessary for protection of liability under the Workmen's Compensation Act and from any other claims or liability for damages, including bodily injury and for damages to property which may arise from operations under this order. Certification of such insurance shall be submitted to Buyer prior to commencement of work. To satisfy this requirement Seller must supply a certificate evidencing: (a) Workmen's Compensation; (b) Public Liability min $100,000/$300,000. Damage to Buyer's premises or manufacturing facilities caused by Seller's workmen shall be repaired to the satisfaction of Buyer at Seller's expense.
7. Seller warrants to the Buyer that all goods to be delivered and/or work to be performed under this order shall be merchantable quality, free from any latent or patent defects, will conform to Buyer's specifications or samples, and will be safe and effective for their intended uses. Seller will indemnify and hold Buyer harmless against all liability and expenses, including counsel fees, arising from such breach of warranty. All warranties shall survive delivery, and shall not be deemed waived either by reasons of Buyer's acceptance of goods or by payment for the goods.
8. Seller warrants that the goods purchased hereunder do not infringe any letters patent, trademark or copyright issued or granted by the United States or Canada and covenants and agrees to save harmless and protect Buyer, its customers and users of it products, against any claim or demand based upon such infringement, and after notice, to appear and defend at its own expense any suites at law or in equity arising therefrom.
9. All goods shall be received subject to Buyer's right of inspection and rejection. Defective goods or goods not in accordance with Buyer's specifications will be held for Seller's risk and, if Seller so directs will be returned or disposed of at Seller's expense.
10. Buyer reserves the right to cancel all or any part of the undelivered portion of this order if Seller does not make deliveries of conforming goods as specified, time being of the essence of this contract, of if Seller breaches any of the terms hereof including, without limitation, the warranties of Seller. Buyer further reserves the right to terminate this order in whole or in part for its convenience upon written notice to Seller, in which event Seller shall be entitled only to reasonable termination charges consisting of a percentage of the order price reflecting the percentage of work performed prior to terminations plus actual direct costs resulting from termination.
11. Buyer shall not be held responsible for acceptance of any part of the materials tendered for delivery under this agreement due to Federal, State and Municipal action, statutes, ordinance or regulation, strike or other trouble, fire, storm or other accidents outside of Buyers control which shall make acceptance impossible or impractical.
12. Delivery of goods is not complete until goods have actually been received and accepted by Buyer. Risk of loss or damage of goods during transit are on Seller.
13. Every right and remedy reserved by Buyer in this order shall be cumulative and additional to any other or further remedies provided in law or equity or in this order.
14. Seller agrees to comply with all applicable Federal, State and Local laws, codes, regulations, rules and orders in the performance of this order and that all products have been produced in compliance with the Fair Labor Standards Act and all other applicable Federal, State and Municipal laws, codes, regulations, rules and orders. Seller will not discriminate against any applicant or employee because of race, color, religion, sex or national origin.
15. Buyer is a government contractor. As such, Seller agrees to comply with all applicable provisions as though Seller was a prime contractor, and in all manner as will enable Buyer to comply with Executive Order 11246, as amended, in its implementing regulations, including the equal opportunity clause set forth in section 202 of the order and 60-1.4(a) of the regulations of the Secretary of Labor, Title 41 CFR, Chapter 60, Parts 1-60, which are incorporated in this contract/subcontract by reference. In addition, the contract/subcontract incorporates by reference the affirmative action clauses of the Rehabilitation Act of 1973 at 41 CFR 60-741.4, and the Vietnam Era Readjustment Act of 1974, at 41 CFR 60-250.4.
16. Any dispute, controversy or claim arising out of or relating to this contract shall be settled by arbitration to be held in New Jersey in accordance with the rules of the American Arbitration Association, and judgement upon any reward rendered in such proceedings may be entered into any court having jurisdiction as provided by law.
17. This contract shall be governed and construed according to the laws of the State of New Jersey.
18. This contract shall not be assigned by Seller without Buyer's written consent.
19. The terms and conditions herein shall constitute the entire agreement between the parties unless expressly modified in writing signed by both the Buyer and Seller. Waiver by either party of any default of the other shall not operate to excuse the defaulting party from further compliance with this contract.
