Master Swaging, Inc.
Standard Purchase Order/Invoice Terms and Conditions
Rev A 8-15-2017
APPLICABLE LAW & ASSIGNMENT. These Terms and Conditions shall be part of each Order Buyer may issue to Seller. This Order shall be construed in accordance with the laws of the State of Ohio. Seller shall not delegate or assign in any manner to any other person, firm or corporation the performance of any work or the supplying of any services under this Order. Any assignment, or attempted assignment, of this Order by Seller either of rights or of performance of duties here under, shall be void and of no force or effect without, in each instance, the express written consent of Buyer.
ACCEPTANCE. Unless otherwise provided herein, written acceptance or delivery of any products or furnishing of any services in accordance with this Order shall constitute acceptance by Seller hereof, subject to all the terms and conditions hereof and to any Order amendments hereafter issued. In any event, this order may be accepted only in accordance with its terms. Any acceptance which is qualified or which contains any different or additional terms shall constitute an acceptance but such qualification or different or additional terms shall be of no force or effect. This Order is not to be filled at a price higher than last charged or quoted unless so advised.
BUYER’S INSTRUCTIONS. Except as specified herein, Seller shall procure material, fabricate and ship products or perform services only in accordance with written authorization furnished by buyer on the Order or under purchase order amendments hereto. Buyer may, from time to time change shipping instructions and schedules provided herein or contained in such written authorizations, or direct temporary suspension of scheduled shipments. The Master Swaging, Inc. order number must be on the invoice, package and freight bill. All shipments must be accompanied by packing slips that show the order number and a brief description of the goods.
TRANSPORTATION. All products shall be shipped by Seller via transportation designated on route sheets that may he furnished to Seller by Buyer from time to time. Notwithstanding the provisions of Paragraph 13 below. Seller shall pay, or reimburse Buyer, for any excess transportation charges in the event shipments are not made in accordance with Buyer’s shipping schedule.
In consideration of the placed order, the Seller hereby agrees to protect and save harmless the Buyer, its’ successors, assigns, customers and users, against any suits, and from all expense, damage, claims and demands arising through actual or alleged infringement of patent rights by reason of the manufacture, sale or use of goods, apparatus or material furnished by the Seller under the placed order.
The Seller agrees that all materials and services provided satisfy governmental and safety constraints on restricted, toxic and hazardous materials, as well as, environmental, electrical and electromagnetic considerations applicable to the country of manufacture and sale.
The Seller agrees, where applicable, that the Buyer, their customers, and regulatory agencies have the right to verify that their materials or services conform to specified requirements at the Seller’s premises.
In the event the Seller discovers a non-conformance to the material or service to be provided, the Seller shall promptly advise Master Swaging, Inc. in writing of the non-conformance. Seller shall provide recommended disposition and technical justification. The notification shall be in sufficient detail such that Master Swaging, Inc. will be able to evaluate the full scope of the non-conformance and approve the Seller recommended disposition or require alternative disposition of the Seller. No nonconforming material is to be shipped without the prior written approval from Master Swaging, Inc. A non-conformance is defined as one or more of the following:
Violation of Technical, Material or Customer requirement.
Violation of Seller’s documents which have been approved by Master Swaging, Inc.
Non-conforming condition which cannot be corrected by continuation of the original manufacturing process.
The item does not conform to the original requirement even though it can be restored to a condition such that the capability of the item function is impaired.
INSPECTION TEST. All products and services shall be received subject to Buyer’s inspection and test. Buyer shall have the right at any time to reject any products or services defective in material or workmanship or to accept and correct the same at Seller’s expense. Rejected products or services may be returned to Seller at Seller’s risk and expense.
TOOLING. Unless otherwise agreed. Seller at its own expense, shall furnish, keep in good condition and replace when necessary all dies, tools, gauges, fixtures, patterns, and similar items (herein collectively called tooling ) necessary for the production of the products ordered. The cost of changes in tooling necessary to effect design or specification changes hereafter ordered by Buyer, shall be paid by buyer. Buyer has the option, however, to take possession and title to any tooling that is special for the production of the products covered by this order and. in such event, shall pay to Seller the non-amortized cost thereof provided, however, that this option shall not-apply if the products hereby ordered are the standard products of Seller or if a substantial quantity of like material is being sold by Seller to others. Any material, property or tooling furnished to Seller by Buyer or for which the Buyer reimburses the Seller in the piece price or otherwise shall be deemed to be held by Seller under a bailment for the benefit of Seller and shall be returned on demand, whether oral or written, of Buyer, Seller shall be responsible for the value of any such material, property or tooling which: is lost, destroyed, altered or damaged, except destruction or alteration thereof approved by Buyer in writing.
AMENDMENTS. The Seller agrees to notify Master Swaging, Inc. of any changes in product and/or process and change of manufacture location prior to implementation of said changes. This order contains the entire and only agreement between seller and Buyer in respect of the subject matter covered. Any representation, term, or conditions in connection therewith not incorporated herein shall not be binding upon either Seller or Buyer. No amendment or modification to this Order shall be binding upon Buyer unless Buyer shall issue its order amendment or a writing shall be signed by both Buyer and Seller.
DELAYS. Seller shall not be liable for delays or defaults in delivering or furnishings products or services hereunder which delays or defaults are due to causes beyond its control and without its fault or negligence Seller agrees to notify Buyer in writing promptly if at any time Seller has reason to believe anticipated delay. In such cases Buyer reserves the right to withdraw this Order without any liability to Seller under subparagraph 17b (2) hereof or otherwise. Time is of the essence of this Order.
CHANGES. Buyer reserves the right to change specifications, drawings or quantities, of the products or services covered by this Order, subject to equitable adjustment for any necessary differences in price or time of delivery.
RISK OF LOSS. Unless otherwise provided herein, the risk of loss shall not pass to Buyer until the products are received by Buyer, whether or not the products are held by a Bailee to be delivered without being moved.
WARRANTY. Seller warrants that the products and services covered by this Order will conform to specifications, drawings, samples or other descriptions furnished or specified by Buyer and will be satisfactory and sufficient for the purpose intended, merchantable, of good material and workmanship and free from defects. Seller agrees that this warranty extends to future performance of the goods. If the products ordered hereunder are described by identification numbers, Buyer’s numbers shall control in determining whether the products conform to buyer’s specifications.
CANCELLATION.
Performance of work under this Order or any Order amendment hereto may be cancelled by Buyer, with or without cause, in whole or in part, at any time by delivery, or by mailing or telegraphing, of a written notice of cancellation to Seller specifying the extent of such cancellation. Upon receipt of notice of cancellation, Seller shall terminate work to the extent specified and shall, as and to the extent directed by Buyer, (1) terminate all contracts relating to the performance of the terminated portion of this Order, and (2) deliver to Buyer or if authorized or directed by Buyer, dispose of in accordance with such authorization or direction all fabricated and non-fabricated goods, parts of goods, work in process, completed goods and other supplies.
Buyer’s liability, if any, upon cancellation shall be limited to paying, Seller, to the extent unpaid, (1) the order price for all products or services which have been fabricated or performed and delivered to Buyer in full accordance with this Order and any Order amendment hereto, and in the event of cancellation for the convenience of Buyer (2) actual costs (exclusive of profits) incurred by Seller and properly attributable by generally accepted accounting practices to the cancelled portion of this Order but not to exceed the aggregate price specified in this Order, as amended, for the products and services cancelled and not included under sub-division (1) of paragraph 17b hereof.
If an order amendment is issued for the convenience of Buyer, indicates a deduction or cancellation of scheduled quantities within the liability period stated, (if any) Seller will advise Buyer of any charges resulting from such action within 15 calendar days after date of such order amendment, otherwise Seller shall be deemed to have waived any claim for such charges.
The Seller agrees to flow down to the supply chain all applicable regulatory and customer requirements.
Quality assurance records associated with this purchase order shall not be disposed of without prior written permission from Master Swaging, Inc. from the company.
Master Swaging, Inc. and its’ customers, designated representatives, or other parties authorized/delegated by Master Swaging, Inc. retain the right to access the facilities of the Seller and Seller’s sub-tier vendors as necessary to inspect the facilities goods materials records and property related to the Buyer’s work performed under this purchase order to assure product quality.
All calibration companies sourced by Master Swaging, Inc. shall indicate the “As Found” and “As Left” values on testing certifications.
Vendors shall ensure that persons are aware of:
Their contribution to product or service conformity
Their contribution to product safety
The importance of ethical behavior
Prevent the use of counterfeit parts
Vendors are to be aware of the need to implement a quality management system.
FAIR LABOR STANDARDS ACT. Seller guarantees that it will comply with the requirements of the Fair Labor Standard Act, as amended, in producing the products or performing the services to be furnished hereunder. Seller, supplier and subcontractor shall comply with all federal, state and local laws and regulations to the extent applicable to its’ operations including, but not limited to, the Equal Opportunity Clauses for minorities and females, covered veterans, and workers with disabilities, implementing E.O. 11246 and 41C.F.R. 60-1.4, 60-2, 60-250, 60-300, and 60-741 respectively and such clauses are hereby incorporated by reference.
Suppliers should not include any Conflict Minerals in any products sold to Master Swaging, Inc. unless such Conflict Minerals either did not originate in Covered Countries or are DRC Conflict Free.
OSHA REGULATIONS. “Seller hereby certifies that the products covered by this (purchase order, quotation) meet or exceed all applicable requirements of the Occupational Safety and Health Standards, and that the use by Buyer of such products, if used by Buyer in the manner prescribed in such Regulations, will not cause Buyer to be in violation of such Regulations.”
CUMULATIVE RIGHTS AND REMEDIES. The statement herein of a right, power, privilege or remedy of Buyer shall be cumulative and shall not prelude any other right, power, privilege or remedy to which Buyer would otherwise be entitled under applicable law.
ARBITRATION. Any controversy or claim arising out of or relating to this Order, and any amendments thereto, or any breach thereof, shall be settled in accordance with the Rules of the American Arbitration Association, and judgment upon the award will be entered in Shelby county Ohio jurisdiction.
CONTROLLING DOCUMENTS. Each Order, Order amendment or Order cancellation issued by the Buyer referring to the same Buyer Order number and concerning the same Buyer part number supersedes ail previously issued order documentation in the sequence of the order dates thereon.
SALES TAX EXEMPTION. Master Swaging, Inc. hereby certifies that the tangible personal property described herein is purchased for resale or other non-taxable use and not for a taxable use or consumption, unless otherwise indicated on the face hereof.
