1. Acceptance: Seller’s acknowledgement of this purchase order shall be deemed Seller’s acceptance of the terms and conditions herein contained.
2. Prices: In the event Buyer shall have failed to include in this purchase order the price at which Buyer shall purchase the goods which are the subject of this purchase order, the price shall be deemed to be the last price paid by Buyer to Seller for the same goods, or the prevailing market price, whichever is lower.
3. Shipping Instructions: Unless this purchase order states otherwise, all goods will be shipped freight prepaid, F.O.B. destination, and no charges will be allowed for packing, crating, carrier’s charges, or cartage. Each case shall be marked by Seller with a separate case number, name of shipper contents of case, designated weights and volumes, and Buyer’s specification number, when applicable. All invoices or bills of lading shall respectively display this purchase order number and shipper’s case numbers. All original bills of lading or express receipts shall be, upon shipment, immediately sent to Buyer. Buyer reserves the right to reject any C.O D. shipments. Seller shall not send goods on a sight draft basis; if so sent, without Buyer’s prior written approval such goods shall not be accepted by Buyer.
4. Invoices: Invoices shall not be dated prior to the shipping date. All invoices shall be in triplicate and contain the number of this purchase order. Any payment terms on such invoices that are in conflict with this purchase order shall not be applicable.
5. Delivery: Buyer may cancel all or any part of this order if deliveries are not made by the day specified on this purchase order, or if no date is specified, if deliveries are not made promptly. Deliveries shall be made in the quantities and at the times specified herein and Buyer shall have no liability for payment for goods delivered to Buyer which are in excess of the quantities specified herein. Furthermore, Buyer has all the rights available under the Uniform Commercial Code, including the right to cancel all or any part of an order if the goods shipped do not fully meet the specifications set out herein or hereto.
6. Excusable Delays: Neither Seller nor Buyer shall be liable for any damage arising out of any delay or circumstances beyond their reasonable control and without either party’s fault or negligence, including but not limited to, strikes, fires, war subcontractor default, and acts of God, provided that Seller notifies Buyer within ten (10) days of any such occurrence, and makes all reasonable efforts to obtain supplies or services from other sources in order to deliver the goods specified herein on the dates herein or hereto delineated. Notwithstanding the provisions of this section 6 in the event the front of this Purchase Order or any schedule exhibit attachment or addendum hereto provides for penalties for late delivery the provisions of this section 6 shall not be applicable with respect to such penalties.
7. Indemnity: Seller shall defend, indemnify and hold Buyer harmless from and against any and all demands claims damages including bodily injury and/or death, suits, actions, causes of a action judgments, fines, penalties expenses including; reasonable attorney fees, export customs fees and court costs for which Buyer might become liable as a result of Seller’s performance, or lack thereof, of this purchase order, or Buyer’s or its customers use of goods delivered hereunder by Seller.
8. Warranties: Seller warrants goods supplied and services performed under this order conform to applicable standards including specifications or drawings set out herein or hereto and are merchantable fit for the particular purpose for which such goods are to be employed, free from defects in materials and workmanship and shall conform to any other express warranties Seller may have made to Buyer. Seller’s warranties hereunder shall also extend to any Third Party ultimately using any goods supplied by Seller hereunder whether such party is a customer of Buyer or not. If Seller is responsible for the design of the goods supplied hereunder, Seller warrants that all items delivered under this order will be suitable for use by Buyer, including installation by Buyer in its ultimate products. Buyer’s written approval of designs furnished by Seller shall not relieve Seller of its obligations under this warranty and all other defenses of lack of reliance are hereby expressly waived by the Seller. Seller shall be liable for all damages both to Buyer and any Third Party as a result of any breach of warranty of any goods covered by this order. All warranties made herein by Seller shall be in addition to any other warranties customarily made by Seller of its products and any implied warranties available by law.
UNLESS AGREED OTHERWISE BY BUYER, SELLER’S WARRANTY SHALL EXTEND FOR A MINIMUM PERIOD OF EIGHTEEN (18) MONTHS FROM RECEIPT BY BUYER, BUT AT LEAST TWELVE (12) MONTHS AFTER THE GOODS DELIVERED ARE APPLIED TO THEIR INTENDED USE OR SELLER’S STANDARD WARRANTY WHICHEVER IS LONGER.
9. Disclosure of Information: All technical and/or business information disclosed in any form by Buyer to Seller is confidential and proprietary to Buyer (“Confidential Information”). The Buyer shall at all times have title to such Confidential Information and Seller shall use it only in connection with this purchase order and it shall not use any such Confidential Information for its own account or for the account of any third party. The Seller shall upon Buyer’s request or upon completion of this purchase order, promptly return all specifications, drawings, blueprints or other tangible items embodying such Confidential Information to Buyer and shall not retain any copies thereof. Seller shall use its best efforts not to disclose any Confidential Information to any third party, without Buyer’s prior written consent, for a period of ten (10) years after the last delivery of goods hereunder to Buyer. Seller’s obligations of non disclosure hereunder shall not be applicable to Confidential Information which is: (i) information divulged to Seller by a third party which such third party acquired such information from an entity or person not a party hereto and which such party is not bound by obligations of confidentiality, (ii) information in the public domain which is in such domain through no fault of Seller or (iii) information required to be divulged to a duly constituted government entity, or person, by order of a court of competent jurisdiction.
10. Risk of Loss: Regardless of F.O.B point, Seller shall bear all risk of loss, injury, or destruction of goods ordered hereunder which occur prior to receipt and acceptance by Buyer.
11. Buyer’s Liabilities: In no event shall Buyer’s total liability for any breach or alleged breach of this purchase order exceed the total, or extended price or prices shown on this purchase order, nor shall Buyer be liable for any incidental or consequential damages resulting from any such breach or alleged breach.
12. Settlement: All settlements will be based on Buyer’s weights or counts.
13. Taxes: Seller shall collect and remit all taxes that may arise out of the sale to Buyer of goods and/or services provided hereunder, unless agreed otherwise.
14. Inspection and Quality Control: All goods furnished under this purchase order by Seller shall be subject to inspection and tests by Buyer, or representatives of any third party purchasing Buyer’s product in which said goods will be used. Seller shall provide and maintain inspection and quality control systems, acceptable to Buyer, covering the goods furnished hereunder. Records of all inspection work by both Buyer and Seller shall be kept intact and made available upon request to the other party. In addition, if a special production run is made for Buyer then the first goods produced under this order shall be subject to first article acceptance by Buyer, prior to further fabrication. Acceptance by Buyer of the first article shall not be considered acceptance of all subsequent goods.
Defective goods not in accordance with Buyer’s specification set out herein or hereto, will be held by Buyer for Seller’s instructions and at Seller’s risk. If Seller directs Buyer, Buyer shall return such defective or nonconforming goods to Seller at Seller’s risk and expense. No goods returned as defective or nonconforming shall be replaced without a new order and schedule. Payment for goods on this purchase order, prior to inspection, shall not constitute an acceptance thereof, nor shall acceptance be deemed a waiver of Seller’s liability and responsibility for later defects or nonconformance.
15. Change in Specifications: Buyer reserves the right at any time to make changes in drawings and specifications as to any goods covered by this purchase order. Any difference in price or time for performance resulting from such changes shall be equitably adjusted and this purchase order shall be modified in writing accordingly.
16. Material Furnished by Buyer: Unless otherwise herein agreed, Seller at its own expense shall furnish, keep in good condition and replace when necessary all dies, tools, gauges, fixtures, patterns, etc. (“Tooling”), necessary for the production of the goods ordered. The cost of changes 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 such Tooling that is special for the production of goods covered by this purchase order. Buyer shall pay to Seller the unamortized cost thereof, provided, however, that this option shall not apply if the goods hereby ordered are standard products of Seller, or if substantial quantities of like goods are being sold by Seller to others. Any Tooling paid for by Buyer shall be the property of, and title shall vest in Buyer. Seller shall return all Tooling paid for by Buyer upon Buyer’s request and Seller shall keep said Tooling free from all liens and encumbrances, insuring such Tooling against loss or destruction.
17. Patents: By accepting this purchase order, Seller agrees to indemnify, defend and hold harmless Buyer, its successors, assigns and customers, from and against all suits and from all damages and claims for actual or alleged infringement of, or inducement to infringe, any domestic or foreign patent, trademark, copyright, or mask work by reason of the manufacture, use or sale of the goods ordered.
18. Insurance: Seller agrees to indemnify and protect Buyer against all liabilities, claims or demands for injuries or damages to any person or property growing out of the performance of this purchase order and of goods furnished under this purchase order, by Seller, its servants, employees, agents or representatives. Further, Seller represents that it has current policies of insurance, or adequate provisions, to meet all State’s statutory Workmen’s Compensation requirements and agrees to furnish insurance carrier’s certificates showing that Seller has Workmen’s Compensations, Public and Product Liability and Property Damage insurance coverages in amounts and with insurance carriers acceptable to Buyer. Said certificates must set forth the amount of coverage, number of policy, date of expiration and a provision giving Buyer ten (10) days prior written notice of cancellation. The purchase of such insurance coverage or furnishing of the aforesaid certificates shall not in any manner limit Seller’s liability hereunder or in any way modify Seller’s obligation to Buyer. The provision hereof shall not obligate Seller to indemnify Buyer for injuries or damages caused solely by the negligence of Buyer.
19. 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 goods herein ordered. If Seller fails to observe this provision, Buyer shall have the right to terminate the contract resulting from Seller’s acceptance of this purchase order without any obligation to accept deliveries after the date of termination or make further payments, except for goods delivered to Buyer prior to termination.
20. Cancellation: Buyer reserves the right to cancel all or any part of the goods covered by this purchase order if Seller does not make deliveries as specified in the schedules or so fails to make such progress that endangers (in the sole reasonable opinion of Buyer) delivery in accordance with the delivery schedules herein or hereto, and Seller does not correct such failure within ten (10) days after receipt of written notice from Buyer specifying such failure, or if Seller breaches any of the terms herein, including the warranties of Seller.
21. Governmental Approval: If the goods covered by this order require approval for the sale and/or use thereof by any State statute or regulation, Seller certifies it has or will obtain an approval for their sale and/or use from the appropriate agency of each of such States, and upon request, Seller will submit to Buyer a photostat of each such approval for sale and/or use.
22. Time of the Essence: The dates and times specified herein, are of the essence and Seller hereby represents that it is capable of delivery on the dates and at the times specified herein.
23. Compliance with Laws: Seller warrants that it shall comply and that all goods shall comply with all applicable Federal, State and local laws, orders and regulations, including, without limitation, the Fair Labor Standards Act of 1938, as amended, and the regulations and orders of the United States Department of Labor issued under Section 14 thereof, the Consumer Product Safety Act, the Occupational Safety Act, the Occupational Safety and Health Act, and the appropriate state of manufacture labor safety regulations. The provisions of Section 202 of Executive Order 11246, as amended, replaced or superseded from time to time, are expressly made a part hereof by reference and Seller agrees to comply therewith and not to discriminate against any employee or applicant for employment because of reasons prohibited by law. Seller shall supply Buyer from time to time with certificates, documents or information in such form, as may be required by any applicable law, order or regulation as Buyer may deem necessary or appropriate to establish Seller’s compliance with such applicable laws, orders or regulations.
24. Industrial Rights: If Seller performs or has performed research, design or development work or activity the cost of which is, either directly or indirectly, included in the price of this purchase order, then any and all inventions and discoveries and information and data generated by Seller in the performance of any work or activity under or related to this purchase order shall be and remain the sole and exclusive property of Buyer. Seller agrees to disclose such inventions, discoveries, information and data promptly to Buyer and to give all assistance, and to cause its employees to give all assistance necessary to secure full title in such inventions, discoveries, information and data in Buyer. Seller further agrees to, and to cause its employees to, execute all papers and render such other assistance as is necessary for Buyer to secure, at its expense and option, letters patents covering such inventions and discoveries in countries throughout the world selected by Buyer. Seller further agrees not to use such inventions, discoveries, information and data for any purpose except as directed in writing by Buyer and further agrees not to disclose, and to cause its employees not to disclose, same to any person or entity without Buyer’s express written consent.
25. Assignment: Seller shall not assign all or any part of this purchase order, nor delegate any duties, nor assign any rights or claims under this purchase order, [or for breach thereof], without Buyer’s prior written consent, and any such attempted delegation or assignment shall be void.
26. 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 purchase order shall constitute a waiver of any other breach, or of such provision.
27. Survival: In addition to any other provision hereof whose context may so require, the provisions contained in section 7, 8, 9, 11, 18, and 25 hereto, and this provision, shall survive any termination or completion of this purchase order.
28. Entire Agreement: This purchase order, the Exhibits, and/or Schedules attached hereto are hereby made a part hereof and constitute the entire agreement and understanding between the parties hereto. All prior negotiations are merged herein and no representations have been made by either of the parties except as expressly contained herein. Except where otherwise specifically provided, this purchase order shall not be amended or modified in any respect unless by a writing specifically referring to this purchase order and signed by Buyer and by a duly authorized officer or agent of Seller. In the event the terms and/or provisions of any acceptance or acknowledgments given or issued, pursuant to this purchase order, by Seller, are in conflict with the terms and/or provisions of this purchase order the terms and/or provisions hereof shall be controlling.
29. Severability: If any provision of this purchase order should be found by a court of competent jurisdiction to be invalid, the remaining provisions of this purchase order shall survive and be construed in a manner consistent with the intent of this purchase order. Any provision of this purchase order susceptible to a construction which would render it invalid or unenforceable, shall, if possible, be construed so as to render it valid and enforceable.
30. Construction and Definitions: The singular form of expression shall include the plural, or vice versa, in any place in which context may require. The term “goods” as used herein shall mean materials, suppliers, services or work as any such item may be described on the front of this purchase order.
31. ISO 14001 Environmental Compliance: FFT is an ISO 14001 certified company. All suppliers must be aware of, and comply with, our environmental policy and contractor guidelines which are available on this website. FFT complies with all applicable environmental regulations, and is committed to environmental stewardship via waste management and continuous improvement. Specific questions regarding waste disposal or other environmental issues while working on our site should be addressed to your project manager.