PURCHASE ORDER TERMS and Conditions
The following are additional terms and conditions of this purchase order which cannot be eliminated or changed except by express written agreement signed by the Buyer. Any terms or conditions contained in any form used by Seller in submitting a quotation or acknowledging any order which would modify, vary, conflict with, or contradict any term or condition herein shall be deemed to be null and void and waived by Seller.
1. ACCEPTANCE OF ORDER: Buyer shall not be bound by this order until Seller executes and returns to Buyer the acknowledgment copy of this order.
Seller shall be bound by this order and its terms and conditions when it executes and returns the acknowledgment copy, when it otherwise indicates its acceptance of this order, or when it delivers to Buyer any of the goods ordered herein or renders for Buyer any of the services ordered herein.
2. AMENDMENT: The terms and provisions of this purchase order contain the entire agreement between the parties. None of the terms and conditions contained in this purchase order may be amended, modified, superseded or otherwise altered except by a written instrument signed by an authorized representative of Buyer. Each shipment received by Buyer from Seller shall be deemed to be made only upon the terms and conditions contained herein, notwithstanding Buyer’s acceptance of or payment for any shipment.
3. ANNEXED SCHEDULES: Any schedule, rider, or exhibit which is annexed hereto or stamped hereon by Buyer is made part of this order, to which Seller agrees by the acceptance of this order.
4. AUTHORIZATION: Authorization for raw material, production and delivery shall be by written release only.
5. EXTRA CHARGES: No additional charges of any kind will be allowed unless specifically agreed to in writing in advance by Buyer.
6. ASSIGNMENT: This purchase order shall not be assigned in part or in whole by Seller without the prior written consent of the Buyer.
7. DELIVERIES: Time is of the essence for this order and if deliveries are not made at the time agreed upon, Buyer reserves the right to cancel this order or any part thereof without cost to Buyer or to purchase elsewhere and hold Seller accountable in damages, therefore. If Seller’s acts or omissions result in Seller’s failure to meet Buyer’s requirement for timely delivery and Buyer requires a more expeditious method of transportation for the goods than the transportation method originally specified by the Buyer, Seller shall ship the goods as expeditiously as possible at Seller’s sole expense.
8. BUYER’S RIGHT TO INSPECT: All material shall be received subject to Buyer’s inspection testing and rejection if defective or not in accordance with Buyer’s specification, whether or not accepted by Buyer, and all rejected material shall be returned at the expense of the Seller, including transportation costs both ways, and Seller shall bear all risk of rejected materials. If there is a
problem with the quality of the Seller’s product, Buyer shall have the sole right to specify the manner of inspection, rework and release of products will occur.
Seller shall supply to Buyer with each shipment a material certification which certifies that the materials used are in accord with this order.
9. PACKING AND CRATING: No charge shall be made for packing, crating, drayage, or storage unless expressly incorporated in this order. Buyer’s count will be accepted by Seller as final and conclusive on any shipment sent by Seller which is not accompanied by a packing ticket.
10. QUALITY PROGRAMS: Seller agrees to participate in Buyer’s supplier quality and development programs. In addition, Seller shall comply with all quality requirements as stated in the The Materials Group, LLC subcontractor requirements manual and procedures specified by the Buyer, as the same may be revised from time to time, including those applicable to Seller as set forth in “Quality Systems Requirements” ISO 9001-2015 requirements.
11. BUYER’S PROPERTY: All materials, including tools, special dies and patterns, furnished or paid for by Buyer are the property of the Buyer and shall at Buyer’s request be returned or destroyed without cost to Buyer. Seller shall use such materials only in filling orders from the Buyer. Inventory of such materials shall be available upon request by Buyer. Production tooling shall not be utilized by Seller for any purpose other than this order. All copies of Buyer’s proprietary productivity tools are to be returned to Buyer or destroyed upon request of Buyer or at completion of this order.
12. SERVICE REQUIREMENTS: In accepting this purchase order, seller is responsible for maintaining tools to drawing specifications and providing, when scheduled, any future service requirements for parts. Tooling must be maintained until Seller receives written notice from a TMG Buyer authorizing the movement or scrap of tools.
13. AUDIT AND INSPECTION: The Seller agrees that the books and records of the Seller shall at all times be open to inspection and audit by the Buyer on all orders billed on a time and material basis.
14. BUYER’S CHANGES: The Buyer reserves the right at any time to make changes in drawings and specifications. If such changes cause any increase or decrease in price, an equitable adjustment shall be made. Any claim for adjustment under this provision must be asserted in writing within ten (10) days from the date such change is ordered.
15. SELLER’S WARRANTIES: Acceptance of this order implies warranty by Seller of the items specified in this order and that the use of such items will not infringe any United States or foreign letter patent, and Seller will hold Buyer harmless from any liability, damages, costs, or other expense which may arise from any such infringement or claim. SELLER EXPRESSLY WARRANTS THAT ALL MATERIALS AND ARTICLES COVERED BY THIS ORDER OR OTHER DESCRIPTION OR SPECIFICATION FURNISHED BY BUYER WILL BE IN EXACT ACCORDANCE WITH SUCH ORDER AND FREE FROM DEFECTS IN MATERIALS AND/OR WORKMANSHIP AND ARE MERCHANTABLE. Such warranty shall survive delivery and shall not be deemed waived either by reason of Buyer’s acceptance of said material or articles or by payment for or use of them. Seller shall reimburse and hold Buyer harmless from loss, cost, expense, or damage caused by defective materials or workmanship or by materials not in accordance with specifications.
16. INDEMNIFICATION: SELLER AGREES TO INDEMNIFY AND SAVE BUYER HARMLESS from any and all losses, liabilities, damages, claims, demands, suits, actions, proceedings, subrogations and expenses, including court costs and reasonable attorney’s fees, related in any way to this contract (or breach thereof by Seller), or the services performed or goods delivered under this contract, except for goods manufactured entirely to Buyer’s specifications, which are claimed or made by any person, firm, association or corporation, including employees, workmen, servants or agents of the Seller and his subcontractors arising from any cause or for any reason whatsoever.
17. INSURANCE: Seller agrees to furnish Insurance Certificate showing that Seller has adequate insurance coverage for workers’ compensation, general public liability and property damage.
18. SECRECY: The Seller agrees to all secret, confidential, or restricted matters which may be disclosed to it or that may be developed in furnishing the articles and to require a similar agreement of all others who may perform work or duty relating to this purchase order. Seller agrees not to use for itself or others any such secret, confidential, or restricted material or information.
19. CANCELLATION: Buyer shall have the right to cancel for default all or any part of the undelivered portion of this contract if Seller does not make deliveries as specified in the delivery schedule, if Seller breaches any of the terms hereof including warranties of Seller, or if Seller becomes insolvent or commits an act of bankruptcy. Buyer shall not be liable to Seller in any manner whatsoever in the event Buyer is unable to accept the items ordered hereunder on account of fire, strikes, flood, or other or different cause beyond Buyer’s control. The acceptance of goods or performance by Buyer after the occurrence of any of the events enumerated herein shall not affect the right of the Buyer to cancel the remainder of this order.
20. WAIVER: Failure of Buyer to insist upon strict performance of the terms and conditions herein shall not be deemed a waiver of any rights or remedies of Buyer and shall not be deemed a waiver of any subsequent default of the terms and conditions hereof. The shipping or receiving of any article produced under this purchase order shall not be deemed or be a waiver of any right of Buyer due to any prior failure by the Seller to comply with any of the provisions of this purchase order.
21. COMPLIANCE WITH APPLICABLE LAWS: Seller agrees that, in the performance of this contract, it will comply with all applicable laws, statutes, rules, regulations or orders of the United States government or of any state or political subdivision thereof. Seller in accepting this order agrees that in the event that the prices set forth in this order are in violation of any law or in violation of the price fixed by any administration, bureau, etc., having authority to fix prices, such prices shall be adjusted to meet such legal requirements.
22. NON-DISCRIMINATION IN EMPLOYMENT: The Seller agrees that the representations and provisions required by Section 202 of Executive Order No 11246 of September 24, 1965, as to non-discrimination in employment are hereby incorporated in and made a part of this contract.
23. LAW GOVERNING: This purchase order is to be governed by and construed according to the laws of the State of Michigan.
