General Terms and Conditions
1. PRICE; TERMS OF PAYMENT. This is a firm price offer. Invoices shall be dated no earlier than the date of shipment or delivery of service. Unless otherwise set forth in the Purchase Order, Buyer will pay invoices thirty (30) days after receipt of invoice, required delivery date, or acceptance, whichever is later.
2. ATTACHMENTS. Documents designated by Buyer in the body of the Purchase Order, including supplemental terms and conditions, if any, are incorporated by reference the same as if set out in full therein.
3. CHANGES. Buyer reserves the right at any time to issue a written change order or amendment to the Purchase Order concerning any of the following: (a) specifications, drawings, and data incorporated in the Purchase Order where the items to be furnished are to be specially manufactured for Buyer; (b) methods of shipment and packaging; (c) place of delivery; (d) time of delivery
4. TERMINATION. Buyer may terminate this Purchase Order for its convenience, in whole or in part, at any time prior to shipment by (written or electronic) notice to Seller. Upon receipt of such termination notice, Seller shall promptly comply with the directions contained in such notice and shall, as required (a) take action necessary to terminate the work as provided in the notice, minimizing costs and liabilities for the terminated work, which will also include total reimbursement of any work that has been performed up to the point of termination which includes labor, materials purchased and work in progress and/or (b) continue the performance of any part of the work not terminated by Buyer.
5. ASSIGNMENT. Seller may not assign, transfer, or subcontract this Purchase Order or any right or obligation hereunder without Buyer’s written consent.
6. EXCUSABLE DELAY. Fires, floods, strikes, accidents, shortages, or other causes beyond the reasonable control of the parties, which prevent Seller from delivering, or Buyer from receiving, any of the goods and services covered by this Purchase Order, shall suspend deliveries until the cause is removed
7. PACKAGING, PACKING LIST, AND BILL OF LADING. Seller shall be responsible for proper packaging, loading, and tie-down to prevent damage during transportation. Buyer’s weight and/or count will be accepted as final and conclusive on all shipments not accompanied by a packing list.
8. INSPECTION. All goods and services furnished hereunder will be subject to inspection and test by Buyer at all times and places and will be subject to Buyer’s final inspection and approval within a (15) days after time of delivery. Buyer may reject goods and services not in accordance with Buyer’s instructions, specifications, drawings, data, or Seller’s warranty (expressed or implied), or for untimely delivery. Buyer may return rejected goods to Seller at Seller’s expense and Buyer shall have no further obligation for such goods. Payment for goods or services shall not be deemed acceptance and in no event shall Buyer incur any liability for payment for rejected goods or services before the (15) day inspection time allowed by the seller.
9. WARRANTIES. By accepting this Purchase Order, Seller warrants for (30) days that the goods and services furnished will be free from defects in materials and workmanship, merchantable and in full conformity with Buyer’s specifications, drawings, and data, and Seller’s descriptions, promises, or samples, and that such goods will be fit for the Buyer’s intended use, provided Seller has reason to know such use, and that Seller will convey good title to the goods, free and clear from all liens, claims, and encumbrances. Upon Buyer’s request, Seller shall furnish Buyer with a formal waiver or release of all liens by Buyer and/or Buyer’s suppliers.
10. TITLE; RISK OF LOSS. Title shall pass to Buyer upon Buyer’s receipt of the goods at destination. Risk of loss of all goods shall remain with Seller until receipt by Buyer at destination, unless otherwise specified in this Purchase Order, except for loss occasioned by the gross negligence or willful misconduct of the Buyer or its customer.
11. CONFIDENTIALITY; LIMITED USE. Unless otherwise agreed by Buyer in writing, Seller shall keep confidential and not disclose to any third party, any confidential and/or proprietary materials provided by Buyer to Seller in connection with Seller’s performance of this Purchase Order or prepared by Seller specifically for Buyer pursuant to the Purchase Order, including but not limited to, any drawings, masters, software, specifications, raw materials, components, data, business information or plans, customer lists or other customer information (“Confidential Information”). Seller shall not make any copies of Confidential Information except as specifically authorized by Buyer in writing. At the completion of this Purchase Order, or upon Buyer’s request, Seller shall promptly return to Buyer all Confidential Information not consumed in the performance of this Purchase Order, together with any copies. Seller shall use Confidential Information solely for Sellers performance of this Purchase Order for Buyer, and Seller shall not, without Buyer’s written consent, directly or indirectly use Confidential Information for itself or any other party
12. BUYER’S TERMS AND CONDITIONS APPLY. Acknowledgment of the Purchase Order, shipment of any goods, or commencement of work pursuant to the Purchase Order shall be deemed an acceptance of our General Terms and Conditions. No modification of or release from this Purchase Order shall be binding unless agreed to in writing by the parties and specifically labeled as a modification or release. Unless specifically agreed to otherwise by Buyer and Seller, these terms and conditions supersede any submitted by Seller in any proposal or acknowledgement.
13. INDEMNIFICATION. Buyer agrees to indemnify, defend and hold Seller harmless from and against all losses, damages, liability, actions, judgments, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and other expenses of litigation), suffered, incurred, or asserted by or against Buyer (a) by reason of Seller’s breach of a warranty, (b) by reason of Seller’s breach of any term of this Purchase Order, or (c) by reason of personal injury, including death, or property damage sustained by a third party, resulting from or arising out of an act or omission of Seller, or Seller’s agents, employees, or contractors in fulfillment of this Purchase Order.
14. CUMULATIVE REMEDIES; WAIVERS; SURVIVAL OF WARRANTIES. The remedies herein reserved to Buyer shall be cumulative, and additional to any other or further remedies provided in law or equity. No waiver by Buyer of any term or condition of this Purchase Order shall be construed as a permanent waiver of such term or condition or of any other term or condition. Seller’s warranties shall survive the completion or cancellation of this Purchase Order.
15. GOVERNING LAW. This Purchase Order shall be governed by the laws of the Commonwealth of Pennsylvania, except for its principles of conflict of laws. Any court action arising under this Purchase Order shall be venued in Allegheny County, Pennsylvania, in either federal or state court, as is appropriate.
16. ENTIRE AGREEMENT. Unless superseded by a specific signed agreement between Buyer and Seller, this agreement shall include the Purchase Order, these General Terms and Conditions, and all attachments referred to in the Purchase Order and it shall constitute the entire agreement of the parties with respect hereto. All other prior or contemporaneous representations, warranties, covenants, or agreements between Buyer and Seller, or their representatives, with respect to the subject matter are hereby superseded. This agreement may not be modified except by mutual written agreement of the parties.