DFT INC. PURCHASE ORDER TERMS AND CONDITIONS
1. ACKNOWLEDGEMENT: Any Acknowledgement hereof which takes exception to the terms of conditions on the face or reverse of this order will not be considered binding upon Buyer unless agreed to by an authorized representative of Buyer in writing. The contract resulting from acceptance of this order contains the complete and final agreement between Buyer and Seller and no agreement or other understanding in any way purporting to modify the terms and/or conditions hereof, shall be binding upon the Buyer unless made in writing and signed by Buyer’s authorized representative.
2. ACCEPTANCE: By acceptance of this order Seller agrees that the prices contained herein are not in excess of Seller’s list catalog or published prices; that such prices are not higher than prices charged to other purchasers purchasing similar equipment; that the said prices are not in excess of the prices provided by an applicable government decree, order or regulation.
3. CANCELLATION: The Buyer reserves the right to cancel this order if shipping date specified is not satisfactory to it or if not filled within the time specified.
4. INSPECTION AND TERMS: All materials or articles ordered will be subject to final inspection and approval at destination. If Buyer, prior to complete inspection of materials or articles at destination, elects to pay any invoice of Seller in order to secure the benefit of cash discounts, such payment shall be received by Seller subject to adjustment for any shortages in quantity, or failure to make specified delivery, or for rejections. Risk of loss shall be on Seller until the goods have been delivered, inspected and accepted by Buyer.
5. PACKAGING AND TRANSPORTATION: Observe specified shipping instructions. Unless otherwise requested, route to protect lowest tariff rate. If shipment is forwarded via higher rated route, excess charges will be for account of shipper. All packaging instructions must be observed. Buyer will not pay for packaging unless specifically agreed.
6. ADVANCE MANUFACTURE AND SHIPMENT: Seller shall not, without Buyer’s prior written consent, manufacture in advance of Seller’s normal flow time or deliver in advance of schedule. Buyer may return, shipping charges collect, all articles received in advance of schedule.
7. PATENT AND COPYRIGHT INDEMNITY: Seller represents and warrants that neither the merchandise nor the sale thereof covered by this Order will infringe upon or violate any trademarks, patents, copyright or other legal rights of third parties. Seller agrees to indemnify and save Buyer harmless from and against any and all claims, liability, loss, costs, attorneys’ fees, expenses and damages due to or arising from any such alleged infringement or violation.
8. PERFORMANCE AND INSURANCE: If this purchase order requires the performance of work or services on Buyer’s property, Seller shall indemnify and save harmless Buyer of and from any loss, cost, damage or expense arising from (a) any and all claims which may be made against Buyer by reason of injury or death to person or damage to property suffered or claimed to have been suffered by any person, firm, corporation, or other entity caused by or alleged to have been caused by any act or omission, negligent or otherwise, of Seller or any subcontractor of Seller or any of their employees, workmen, servants or agents, (b) any and all damage to buyer’s property including property occupied or used by or in the care, custody or control of Seller, caused or alleged to have been caused by any act or omission, negligent or otherwise, of Seller or any subcontractor of Seller or of any of their employees, workmen, servants, or agents; and (c) any and all claims which may be made against Buyer by reason of injury or death to person or damage to property however caused or alleged to have been caused and even though claimed to be due to the negligence of Buyer, suffered or claimed to have been suffered by Seller or any subcontractor of Seller or by any of their employees, workmen, servants, or agents.
Seller will provide at its sole expense, public liability and property damage insurance in amount of not less than $1,000,000 for liabilities arising out of bodily injury to or death of one or more persons or for all liabilities arising out of destruction of property in any one occurrence. Such insurance shall specifically refer to the contract created by the acceptance of this purchase order and specifically cover the liabilities assumed by the Seller hereunder.
Seller also agrees to carry, at its sole expense, automobile liability insurance on all automobiles, owned or hired, as well as automobile nonownership liability insurance in the amount of not less than $1,000,000 for all liability arising out of injury to or death of one or more persons or fall all liabilities arising out of destruction of property in any one occurrence.
Seller agrees to furnish Buyer certificates of such insurance which shall be in companies and form satisfactory to Buyer prior to commencing work hereunder and such certificates shall provide that ten days’ written notice shall be given to Buyer prior to cancellation of or material change in the coverages.
Seller and its subcontractors shall comply with all requirements of the laws of the State in which Seller is performing the work hereunder relating to workmen’s compensation and employers’ liability and shall furnish evidence of such compliance as required by Buyer. It shall be the responsibility of Seller to adopt and enforce and require all subcontractors to adopt and enforce sound and accepted safety practices, in accordance with those attached hereto and made a part hereof.
9. WARRANTIES: Seller warrants all materials, articles or services when delivered hereunder to be free from all defect of material or workmanship, to conform strictly to the specifications, drawings or samples specified or furnished, and to be fit for the use and purposes intended. All warranties shall survive any intermediate or final inspections, delivery, acceptance, or payments by purchaser and shall continue in effect through a period of one year beginning with the date of delivery of each article or service to the purchaser.
10. CONFIDENTIALITY: All Buyer information is proprietary and confidential to Buyer and will be used solely by Seller for the purposes of this order. Any and all such Buyer information shall be treated and protected by Seller as strictly confidential and shall not be disclosed to any third party without the prior written consent of Buyer. Seller agrees that it will not use any Buyer information related to the goods or services or otherwise obtained under this Agreement including, but not limited to, Buyer’s company or trade names (in any form) or the fact that it is doing business with Buyer, in any marketing, advertising or public relations material of Seller without the express, written consent of Buyer. Such consent can be withheld at the sole discretion of Buyer.
11. TOOLING: All dies, patterns and tooling ordered, and such tooling and material furnished by Buyer shall be used solely in the performance of work ordered by Buyer. Such tooling and property shall be subject at all times to disposition as Buyer may direct and shall not be commingled with property belonging to Seller or others. Seller agrees to maintain inventory control of all such tooling and property and to furnish inventories thereof if required by Buyer.
12. INSOLVENCY: Either Buyer or Seller may cancel this purchase order in the event that the other party becomes bankrupt or makes an assignment for the benefit of creditors.
13. ASSIGNMENT: This purchase order is not assignable in whole or in part.
14. FAIR LABOR STANDARDS ACT: Seller agrees to comply fully with the provisions of the Fair Labor Standards Act of 1938, as amended, in the production of the articles or the performance of the services covered by this purchase order if subject to said Act. All invoices must contain a representation as to such compliance.
15. The goods and services provided by the seller on this order will be provided in compliance with Executive Order 11246, Section 202 (nondiscrimination clause) if applicable.
16. Seller shall comply with all applicable federal, state and local laws, orders, standards and regulations, including but not limited to, the Occupational Safety and Health Act of 1970 as amended from time to time.
17. VERIFICATION OF PURCHASED PRODUCT: When specified in the purchase order, the Buyer or its customers shall be allowed to verify at the Sellers premises that the purchased product conforms to the specified requirements. Verification does not preclude subsequent rejection by the Buyer.
18. CHOICE OF LAW AND VENUE: It is expressly agreed and stipulated that this agreement and anticipated sale shall be deemed to have been made and performable exclusively in Exton, Chester County, Pennsylvania. All questions concerning the validity, interpretation, or performance of any of its terms or provisions, or any rights or obligations among the parties hereto, shall be governed and resolved in accordance with the laws of the Commonwealth of Pennsylvania.