CHANT ENGINEERING CO. INC.
STANDARD PURCHASE ORDER TERMS AND CONDITIONS
- PARTIES: As used herein, Buyer shall mean any or more of the following companies: Chant Engineering Co. Inc., or any division or subsidiary thereof, and Seller shall mean the supplier(s) providing materials or services pursuant to this order.
- ACCEPTANCE: Seller shall be bound by this order and its terms and conditions when it executes and returns the acknowledgment copy, when it otherwise indicates its acceptance of this order or when it delivers to Buyer any of the goods ordered herein or renders for Buyer any of the services ordered herein. This order expressly limits acceptance to the terms herein and any additional or different terms proposed by Seller are rejected unless expressly assented to in writing by No contract shall exist except as herein provided.
- DELIVERY: The terms of delivery are as stated on the Purchase Order. The obligation of Seller to meet the delivery dates, specifications, and quantities set forth herein is of the essence of the order. Deliveries are to be made both in quantities and at times specified herein or if not, such quantities and times as are specified pursuant to Buyer’s written instruction. Shipments in greater or lesser quantity than ordered may be returned at Seller’s expense unless written authorization is issued by Buyer. If Seller’s deliveries fail to meet schedule, Buyer, without limiting its other rights or remedies, may either direct expedited routing or charge excess cost incurred thereby to Seller or cancel all or part of this order in accordance with the default provisions hereof. Goods which are delivered in advance of schedule are delivered at the risk of Seller and may, at Buyer’s option, be returned at Seller’s expense for proper delivery and/or payment therefore withheld by Buyer until the date that the goods are actually scheduled for for delivery.
- DRAWINGS AND SPECIFICATIONS: All specifications, drawings and data submitted with this order by Buyer are incorporated herein and made a part of this All goods are required to conform to such specifications, drawings and data and no change in the goods or their method of production, including changes in raw material, equipment, processing or conditions shall be made by Seller without the prior written approval of Buyer.
- CHANGES: Buyer will not accept any change or substitution made by Seller in goods ordered unless such change or substitution has been approved by Buyer reserves the right at any time by issuing an amendment to this order to make changes including, but not limited to, drawings, specifications, quantity, delivery or the general scope of work specified in this order and/or to direct temporary suspension and/or resumption of scheduled shipments.
- TERMINATION: Termination Without Cause. Buyer may terminate this order at any time with written notice to Seller. In the event of such termination, Seller may in writing make claim for the cost of any work-in-process, and finished stocks but not for any cost of design, engineering, or development, special tooling or general-purpose equipment unless the items have been specifically ordered and separately priced in the Order. Other than asspecified in the preceding sentence, Seller shall not be entitled to any claim, remedy or damages from Buyer. Any and all claims or requests by Seller under this Section shall be deemed waived unless made in writing and received by buyer within ten (10) days from the date of Termination With Cause: Buyer may terminate this order at any time if Seller is in default under this order and fails to remedy the issue within a period of two(2) days after receipt of notice from Buyer specifying such failure: or at any time upon the insolvency of Seller or in the event of a proceeding in bankruptcy by or against Seller, or for the appointment of a receiver or trustee or any assignment for the benefit of creditors of Seller. In the event of such termination, Buyer may purchase or manufacture similar goods and/or require Seller to transfer title and deliver to Buyer any and all property produced or procured by Seller under this order, and Seller shall be liable to Buyer for any excess cost of Buyer. Effect of Termination. Any termination by Buyer, whether for default or otherwise, shall be without prejudice to any claims for damages or other rights of Buyer against Seller. Buyer shall have the right to audit all elements of any termination claim and Seller shall make available to Buyer on request all books, records and papers relating thereto. Seller shall continue performance of this order to the extent not terminated. Any provisions for delivery or acceptance of the goods in instalments shall not make severable the obligations of Seller.
- RISK OF LOSS: Seller shall bear all risk of loss on goods covered by this order until final acceptance at destination specified on the face of this order. The term O.B. in this order refers to transportation charges only and it does not vary the foregoing provisions of this Section.
- SHIPPING: Seller shall enclose a packing slip not showing prices in each container and on shipments not so accompanied, Buyer’s count or weight shall be Buyer’s order number, Seller’s name, packing slip number, piece number, job number, and other identification as Buyer requires shall appear on all containers, invoices, correspondence, bills of lading, and other shipping papers and where Seller and shipper are not the same, the names of both shall be showing thereon. Seller shall not make any COD shipments unless requested by Buyer or issue drafts against this order. Unless provided herein, no charge shall be made for boxing, crating, handling, damages, carting, drayage, storage or other packing requirements. All goods shall be packaged, marked and prepared for shipment in the manner which is (a) in accordance with good commercial practice, (b) acceptable to common carriers for shipment at the lowest rate for the particular goods, and (c) in accordance with applicable federal and state regulations, and adequate to ensure safe arrival of goods at the named destination. Seller shall mark all containers with necessary lifting, handling and shipping information. No partial or complete delivery shall be made prior to the date shown on this order unless Buyer has given prior written consent thereto, nor shall deliveries exceed the quantities specified. Unless provided otherwise in this order, goods ordered shall be delivered on an F.O.B. destination basis to Buyer’s designated plant or plants. Buyer reserves the right to request copies of any of the following (a) bills of lading, (b) shipping notices, and/or (c) freight bills from the Seller for any shipments where the shipment charges are prepaid by the Seller.
- WARRANTY: Seller expressly warrants that all goods and services covered by this order shall conform to the specifications, drawings, or other descriptions or data upon which this order is based, shall be fit and sufficient for the purpose intended, merchantable, of good material and workmanship and free from defect, and that goods and services of Seller’s design will be free from defects in design. Inspection, test, acceptance, or use of the goods furnished hereunder shall not affect Seller’s obligation under this warranty, and such warranties shall survive inspection, test, acceptance, and use. This warranty shall run to Buyer, its successors, assigns, customers, and the users of its goods. Seller agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to Buyer, when notified of such nonconformity by Buyer. In the event of failure by Seller to correct defects in or replace nonconforming goods or services promptly, Buyer may make such corrections or replace such goods and services and charge Seller for the cost incurred by Buyer thereby.
- INSPECTION/TESTING/REJECTION: Payment for the goods delivered hereunder shall not constitute acceptance thereof. Buyer shall have the right to inspect such goods and to reject any or all of said goods which are in Buyer’s judgement defective. Goods so rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense and, in addition to Buyer’s other rights, Buyer may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods, as well as the cost for sorting, downtime, and containment procedures that are required due to defective goods. In the event Buyer receives goods whose defects or non-conformities are not apparent on examination resulting in deterioration of its finished product, Buyer reserves the right to require the replacement, as well as payment of damages.
- CONFIDENTIALITY: All specifications, documents, drawings and other data delivered by Buyer to Seller are the property of Buyer. They are delivered solely for the purpose of Seller’s performance of this order and on the expressed condition that neither they nor the information contained therein shall be disclosed to others nor used for any purpose other than in connection with this order without the prior express written consent of Buyer. Such specifications, documents, drawings and data are to be returned to Buyer promptly upon its written request. Such request may be made at any time during or after completion of Seller’s The obligations under this Section will survive the cancellation, termination or completion of this order.
- PRICES AND PRICE WARRANTY: Buyer shall not be billed at prices higher that those stated on the front of this order. Unless otherwise specified, the price stated includes all charges for packing, hauling, and transportation to point of delivery. Seller will pay all delivery charges in excess of any delivery charge Buyer has agreed to pay. The price stated includes all taxes except state or local sales or use taxes or similar taxes which Seller is required by law to collect from Such taxes, if any, shall be separately stated on Seller’s invoice and paid by Buyer unless an exemption is available.
Invoices shall not be issued, nor payment made prior to delivery. All payments are subject to adjustment for rejection. All cash discounts shall be computed from the date of receipt by Buyer of a correct invoice or the goods. Payment shall be made in accordance with Buyer’s standard terms of payment.
Seller warrants that the prices for the goods sold to Buyer under this order are not less favourable than those currently extended to any other customer for the same or like goods in equal or less quantities. In the event Seller reduces its price for such goods during the term of this order, Seller agrees to reduce the prices hereof correspondingly.
- FORCE MAJEURE: Buyer may delay delivery and/or acceptance occasioned by causes beyond its control.
- PATENT INDEMNITY: Seller agrees upon receipt of notification to promptly assume full responsibility for the defence of any suit or proceeding which may be brought against Buyer, its successors, assigns, agents, customers, user of its goods or vendors for alleged patent infringement as well as for the alleged unfair competition resulting from similarity in design, trademark or appearance of goods by reason of the use or sale of any goods furnished under this order except for goods manufactured entirely to Buyer’s specifications; and Seller further agrees to indemnify Buyer against all expenses, losses, royalties, profits and damages including courts costs and attorney’s fees resulting from the bringing of such suit or proceedings, including any settlement or decree of judgement entered Buyer may be represented by and actively participate through its own counsel in any such suit or proceedings if it so desires.
- INDEMNITY AND INSURANCE: Seller shall defend and indemnify Buyer, its successors, assigns, customers, and the users of its goods, against all damages, liability, claim, losses and expenses (including attorney’s fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder or from any act or omission of Seller, its agents, employees or subcontractors. Seller shall maintain such public liability insurance, including products liability, competed operations, contractors’ liability and protective liability, automobile liability insurance (including non-owned automobile liability) and Worker’s Compensation insurance, and employers liability insurance as will adequately protect Buyer against such damage, liabilities, claims, losses and expenses (including attorney fees). Seller agrees to submit certificates of insurance evidencing its insurance coverage when requested by Buyer. This indemnity obligation shall be in additional to the warranty obligations of Seller.
- BUYER’S PROPERTY: Seller agrees that the information, tools, jigs, dies, etc., drawings, patterns and specifications supplied or paid for by Buyer shall be and remain Buyer’s property and shall be held by Seller for Buyer unless directed otherwise. Seller will account for such items and keep them in good working condition and fully covered by insurance at all times without expense to Buyer.
- RECORD RETENTION: Seller agrees to retain any and all records for a minimum of seven (7) years and may not be destroyed without written approval from This clause is only in effect when specifically stated on the face of the applicable purchase order.
- REMEDIES: Buyer’s remedies shall be cumulative, and remedies herein specified do not exclude any remedies allowed by law or equity. Waiver of any breach shall not constitute waiver of any other breach of the same or any other provision. Acceptance of any items or payments therefore shall not waive any breach.
- INVOICE AND PAYMENT: A separate invoice shall be issued for each Unless otherwise specified in the contract, no invoice shall be issued prior to shipment of goods and no payment will be made prior to receipt of goods and a correct invoice. Payment due dates, including discount periods, will be computed from the date of receipt of goods or date of receipt of correct invoice, whichever is later. All invoices must be received by the Buyer within thirty days (30) after the good(s) or services(s) are delivered. If an invoice is not delivered in this timeframe, the Supplier forfeits any payment due on the aforementioned invoice. Unless freight and other charges are itemized, any discount taken will be taken on the full amount of the invoice.
- SUBCONTRACTING: No subcontracting, involving any research, development or design work for, or for the furnishing in completed or substantially completed form, any of the goods or work contracted for hereunder, shall be entered into without first obtaining Buyer’s written approval.
- COMPLIANCE WITH LAWS: Seller warrants that all goods supplied hereunder will have been produced in compliance with and Seller agrees to be bound by all applicable federal, state, and local laws, orders, rules and regulations.
- EQUAL OPPORTUNITY: The Equal Opportunity Clause in 202 Executive Order 11246, as amended, relative to Equal Employment Opportunity and the implementing rules and regulations of the Office of Federal Contract Compliance, and 503 of the Rehabilitation Act, are incorporated herein by specific references.
- ASSIGNMENT: Neither this order nor any of the rights or obligations herein may be assigned by Seller, nor may Seller delegate the performance of any of its duties hereunder without, in either case, Buyer’s prior written consent.
- APPLICABLE LAW: The validity, interpretation, and performance of these terms and conditions shall be governed by the laws of Pennsylvania.
- GOVERNMENT CONTRACTS: Buyer performs frequent jobs directly or indirectly, under a contract of the U.S. government or one of its agencies or any state or other governmental authority. Therefore, all terms and conditions required by law, regulation or reference, to the extent that the terms and conditions of this order are inconsistent with any such required terms and conditions, then the required terms and conditions shall prevail and be binding on Seller. Seller agrees, upon request, to furnish Buyer with a certificate or certificates in such form as Buyer may require certifying that Seller is in compliance with all such terms and conditions as well as any applicable law or regulation. Upon request, Buyer will make available to Seller copies of all pertinent terms and conditions required by such government contract.
- PROGRESS REPORTS: Buyer may require, and Seller shall furnish timely reports with respect to Seller’s progress on this order.
- WORK ON BUYER’S OR THIRD PARTY PREMISES: In the event performance requires Seller or any of its employees, agents, or subcontractors to enter upon the premises of Buyer or a third part, Seller shall maintain adequate public liability, property damage, motor vehicle liability, employers liability (worker’s compensation included) and such other insurance in amounts sufficient to protect Seller, or its agents, employees, or subcontractors and Buyer from any risk or liability with respect thereof. Seller shall defend, indemnify, and hold Buyer harmless from and against any loss, claim, damage or expense (including legal fees and costs relating thereto) arising out of, resulting from, or caused by any act or omission of Seller, or its agents, employees, or subcontractors.
RIGHT OF ACCESS: Upon request, Seller agrees to grant Buyer, Buyer’s customers, and regulatory authorities access to any area of any of their facilities and/or records applicable to this purchase order. Furthermore, Seller agrees that this term shall apply to all subcontractors.