SHIPPING AND BILLING

1. All material shall be suitably packed, marked and shipped in accordance with the requirements of common carriers in a manner to secure the lowest transportation cost and no additional charge shall be made to the Buyer therefore unless otherwise stated herein.
2. No charge shall be made by Seller for drayage or storage, unless otherwise stated herein.
3. Unless otherwise specified herein, Seller shall properly mark each package with Buyer's order number; factory, plant and / or dock number, and where multiple packages comprise a single shipment, each package shall also be consecutively numbered. Purchase order number and package numbers shall be shown on packing slips, bill of lading and invoices.
4. Packing slips must accompany each shipment.
5. Original bill of lading, or other shipping receipt, for each shipment shall be promptly forwarded by Seller in accordance with instructions issued by the Buyer.
6. Seller agrees to describe material on bill of lading or other receipt and to route shipment in accordance with instructions issued by Buyer's Traffic Department.

TERMS AND CONDITIONS

1. Excusable Delays — Seller shall not be liable for delays or defaults in deliveries due to causes beyond its control and without its fault or negligence. If at any time Seller has reason to believe that deliveries will not be made as scheduled, written notice setting forth the cause of the anticipated delay will be given immediately to Buyer.
2. Material Furnished by Buyer — Any material furnished by Buyer, on other than a charge basis in connection with this order, shall be deemed as held by Seller upon consignment. All such materials not used in the manufacture of the products covered by this purchase order shall, as directed, be returned to Buyer at Buyer's expense. All such materials not so accounted for or so returned shall be paid for by Seller.
3. Tools — Unless otherwise herein agreed, Seller at its own expense shall furnish, keep in good condition, and replace, when necessary, all dies, tools, gauges, fixtures and patterns necessary for the production of the material ordered. The cost of charges in the aforementioned items necessary to effect design or specification changes ordered by Buyer shall be paid for by Buyer. Buyer has the option, however, to take possession of and title to any dies, tools, gauges, fixtures and patterns that are special for the production of the material covered by this order and shall be pay to Seller the unamortized cost thereof: provided, however, that this option shall not apply if the material hereby ordered is the standard product of Seller or if a substantial quantity of like material is being sold by Seller to others.
4. Remedies — The remedies herein reserved shall be cumulative, and additional to any other or further remedies provided in law or equity. No waiver of a breach of any provision of this contract shall constitute a waiver of any other breach, or of such provisions.
5. Insurance — If this order covers the performance of labor for Buyer, Seller agrees to indemnify and protect Buyer against all liabilities, clams or demands for injuries or damages to any person or property growing out of the performance of this contract. Seller further agrees to furnish upon Buyer's request insurance carrier's certificate showing that Seller has adequate Workman's Compensation. Public Liability and Property Damage Insurance coverage. Said certificate must set forth the amount of coverage, number of policy and date of expiration. If Seller is a self-insurer, the certificate of the Department of Labor and Industry of the state in which said labor is to be performed must be furnished by such Department directly to Buyer.
6. Advertising — Seller shall not, without first obtaining the written consent of Buyer, in any manner, advertise or publish the fact that Seller has contracted to furnish Buyer the material herein ordered, and for failure to observe the provision, Buyer shall have the right to terminate the contract resulting from the acceptance of this order, without any obligation to accept deliveries after the date of termination or make further payments except for completed articles delivered prior to termination.
7. Insolvency — Buyer may forthwith cancel the contract resulting from the acceptance of this order in the event of the happening or any of the following: Insolvency of the Seller: the filing of a voluntary petition in bankruptcy; the filing of an involuntary petition to have Seller declared bankrupt provided it is not vacated within thirty (30) days from the date of filing: the appointment of a Receiver or Trustee for Seller provided such appointment is not vacated within thirty (30) days from the date of such appointment, the execution by Seller of an assignment for the benefit of creditors.
8. Incorrect Counts — All material received will be counted by our Receiving Department, you will be advised of any discrepancies and, if any, your invoice will be returned for correction. We will apply the usual discount period upon receipt of the corrected invoice. In some cases, we may find it mere expedient to issue a Debit Memorandum for the difference in count, which will be used only when your invoice has been previously accepted, prior to receipt of the material.
9. Compliance with Federal, State and Local Laws — Seller warrants that in the performance of this Order, it has complied with or will comply with all applicable Federal, State and Local Laws, and ordinances and all lawful orders, rules and regulations thereunder, including but not by way of limitation, the applicable provisions of the Fair Labor Standards Act Of 1948 as amended (29 U.S.C. Sec. 201-219), The Walsh-Healey Public Contracts Act as amended (41 U.S.C. Sec. 35-45), the Eight-hour Law Of 1912 as amended (40 U.S.C. sec. 324-326), and all lawful rules and regulations thereunder, Seller agrees that this warranty may be considered as the written assurance contemplated by the Fair Labor Standards Act Of 1948 as amended that all items delivered hereunder were produced in compliance with said Act. Seller represents and warrants that it has policies and procedures in place to ensure that none of the supplies or materials furnished under this Purchase Order is “suspect/counterfeit parts” and certifies, to the best of its knowledge and belief that no such parts have been or are being furnished to Buyer by the Seller. If the Buyer reasonably determines that Seller has supplied suspect/counterfeit parts to Buyer, Buyer shall promptly notify Seller and Seller shall immediately replace the suspect/counterfeit parts with parts acceptable to the Buyer.
10. Acceptance of Buyer's Offer — This Purchase Order, including all its terms, shall be binding upon Seller when it is accepted by Seller either by acknowledgement or commencement of performance unless Buyer receives Seller's objection to same in writing within 3 days after date of this Purchase Order. All prices are firm and fixed and not subject to change. No revisions of this contract or any of its terms and conditions thereof shall be valid unless in writing and signed by an authorized representative of the Buyer.
11. Deliveries, Time — The Buyers production schedules are based upon the agreement that materials will be delivered to the Buyer by the date specified on the face of the Purchase Order. Time is, therefore, of the essence of this Purchase Order. If deliveries are not made at the time agreed upon, the Buyer reserves the right to cancel or to purchase elsewhere and hold the Seller accountable therefor.
12. Quality — Seller shall provide and maintain a quality control and inspection system acceptable to Buyer, and in compliance with requirements of this order. All supplies covered by this contract shall be factory new and unused. A signed Certificate of Compliance shall accompany all supplies.
13. Packing and Shipping — Unless otherwise stated in this contract, all deliveries and prices are F.O.B. destination. All shipments shall be suitably packed to prevent damage to transit. Packing slips shall accompany all shipments.
14. Inspection and Acceptance — All goods shall be received subject to Buyer's right to inspection and rejection. If such inspections or tests are made on sellers’ premises. Seller shall provide to representative of Buyer, without charge, reasonable facilities, and assistance in performing such functions. Defective goods or goods not in accordance with this order or with Buyer's specifications may at the option of the Buyer i) be held pending Seller's instructions, ii) be returned to Seller for prompt correction or replacement, at Seller's expense including transportation and handling costs, or iii) be retained by the Buyer at an equitable reduction in price. If inspection discloses that part of the goods received are not in accordance with the Buyer's specifications, the Buyer shall have the right to cancel any unshipped portion of the order. Payment for goods on this order prior to inspection shall not constitute acceptance thereof and shall be without prejudice to any and all claims that the Buyer may have against the Seller.
15. Default — Buyer may, subject to the provisions stated below, by written notice of default to Seller, terminate the whole or any part of this contract in any one of the following circumstances: i) if Seller fails to make delivery of the supplies or to perform the services within the time specified or ii) the Seller fails to perform any of the other provisions of this contract, or fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of 10 days, or longer period as Buyer may authorize in writing, after receipt of notice from Buyer specifying such failure. In the event Buyer terminates this contract in whole or in part, Buyer may procure supplies and services similar to those so terminated, and Seller shall be liable to Buyer for any excess costs incurred in obtaining such similar supplies and services.
16.  Warranty — Seller warrants that all supplies furnished will be free from defects in labor, materials and fabrication, and will comply with all contract requirements. All warranties shall run to Buyer and its customer and shall remain in effect for a period of 12 months after final acceptance unless some other period is specified in this contract.
17. Changes — Buyer may at any time make changes within the general scope of this contract in any of the following: i) drawings, statement of work, or specification; ii) methods of shipping or packing; iii) place of inspection acceptance, iv) quantities or delivery; v) delivery schedule. Should such changes cause an increase or decrease in the cost or time required to perform this contract, an equitable adjustment shall be made, and this contract shall be modified accordingly. Any claim by Seller for adjustment must be asserted within 5 days from receipt of such written notice.
18. Termination for Convenience — In the event this contract has been issued under a U.S. Government prime contract, performance required hereunder may be terminated in whole or in part by Buyer in accordance with the Termination for Convenience Of the Government clauses set forth in Section 52.249-2 of the Federal Acquisition Regulations in effect on the date of Buyers prime contract, which clause is incorporated herein by reference. Any reference to dispute is expressly deleted, and the one-year period reference in subparagraph d) of that clause shall be reduced to (3) months.
19. Patents — Seller shall defend, at Seller's expense, the Buyer, its affiliates, distributors and dealers, and users of the products Of the Buyer and indemnify them with respect to any and all claims that the products or materials furnished by the Seller under this Purchase Order infringe any United States Letter Patent, and with respect to any and all suits, controversies, demands and liabilities arising out of any such claim.
20. Assignment — seller shall not delegate any duties, nor assign any rights or claims under this Purchase Order, or for breach thereof, without prior written consent Of the Buyer, and any such attempted delegation or assignment shall be void.
21. Equal Employment Opportunity and Affirmative Action — The Buyer is an equal opportunity employer. This Purchase Order incorporates by reference the following clause, with the same force and effect as if they were provided in full text: 41C.F.R. Sec. 60-1-4 (a); 41 C.F.R. Sec. 60-250.4 (a)(l); and 41 C.F.R. Sec. 60-741.4 (a)(e). The Seller agrees to comply with any and all applicable State and Local Government Equal Opportunity and Affirmative Action laws, including any and all statutes, rules, regulations, ordinances and other guidelines.
22. Governing Laws — This Purchase Order and the acceptance of it shall be a contract made in the state shown in the buyer's address on the face of the Purchase Order and governed by the laws thereof.

09JUN23