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The following terms
and conditions shall apply to and be deemed a part of all purchase
orders placed or awarded by Spectrum Controls, Inc., hereafter referred
to as “Purchaser”, except as such purchase orders shall otherwise
specifically provide.
1.
TERMS AND CONDITIONS
Any additional or different terms or
conditions contained in the Seller’s offer or acceptance shall be deemed
objected to by the Purchaser, with no need of further notice and under
no circumstances be binding upon the Purchaser, unless specifically
agreed to by Purchaser in writing. Seller will be deemed to have
assented to all terms and conditions contained herein if any part of the
described merchandise is shipped.
2.
SPECIFICATIONS
All “Goods” (including materials,
articles, or services) on this purchase order must conform to drawings,
specifications, samples or other description furnished by the
Purchaser. None shall be copied or duplicated in any manner. Such
documents shall be used only in the manufacture and production of Goods
for the Purchaser and/or the Purchaser’s designee and shall be returned
at Purchaser’s request. These documents are confidential and shall not
be discussed with or disclosed to third parties except as authorized by
the Purchaser.
3.
TOOLING AND EQUIPMENT
Artwork, tools, dies, jigs, fixtures,
patterns and other equipment furnished or specifically paid for by
Purchaser shall be and remain the personal property of Purchaser. Such
property while in Seller’s custody or control shall be Seller’s risk,
and shall be returned to Purchaser in the same condition as received,
ordinary wear and tear excepted, at Purchaser request. No modifications
will be made without Purchaser’s knowledge and written consent.
4.
DELIVERY SCHEDULES
Delivery is to be made in accordance with
Purchaser’s shipping schedule, which is subject to revision with respect
to undelivered quantities. It shall remain the Seller’s responsibility
to furnish Purchaser, in writing, any material commitments or production
arrangements in excess of the amount or in advance of the time necessary
to meet the Purchaser’s delivery schedule. Over-shipment of Goods
shipped in advance of schedule may be returned to Seller at Seller’s
expense.
5.
DELAYED DELIVERIES
Seller will not be liable for damages or
delays in delivery in the case of force majeure. The Purchaser,
however, reserves the right to cancel this order in whole or in part, or
reject the Goods, if not delivered by the date specified. Such
reservation shall not be deemed to waive any other rights of the
Purchaser. If Purchaser approves a revised delivery schedule or
alternate shipping method, Seller agrees to pay additional
transportation charges as a result of such approval.
6.
WARRANTY
Seller warrants title to Goods delivered
hereunder, and warrants them free from defects and/or imperfections in
material or workmanship. Purchaser, in addition to any other rights,
shall have the right to reject and return any Goods which are defective
and or have imperfections in material or workmanship at Seller’s expense
(including Purchaser’s handling charges) or require that such Goods be
corrected or replaced promptly with the replacement or correction
thereof, Purchaser either may terminate this order for default or may
charge Seller the cost of damages occasioned Purchaser thereby.
7.
PAYMENT OFFSET
Purchaser shall be entitled at all times
to set off any amount owing from Seller to Purchaser against any amount
payable by Purchaser.
8.
APPLICABLE LAWS
Seller shall comply with all applicable
State, Federal, and Local laws, rules and regulations. This Purchase
Order shall be governed in all respects by the laws of Washington State.
9.
ENTIRETY OF AGREEMENT
This document constitutes the entire and
only agreement between the parties hereto and any representation,
affirmation of fact and course of prior dealings, promise or condition
in connection therewith, or usage of the trade not incorporated herein,
shall not be binding on the Purchaser. No waiver, alternation or
modification of any of the provisions hereof shall be binding unless in
writing and signed by the specifically authorized representative of the
Company. |
