App Terms – Purchase Order

TERMS AND CONDITIONS

The articles materials or services specified on the front hereof are hereby ordered upon the express terms and conditions printed and written on the front and reverse side hereof, which together constitute the entire contract.

No order is valid unless given on this form and properly signed as indicated on the front hereof and this order may not be varied or changed except in writing signed by an authorized representative of the Buyer.
Shipment of all or any portion of the items covered by this order shall be deemed an acceptance of this order upon the terms. conditions, prices and deliveries as set forth herein.
Delivery is of the essence and must be effected at the time stated an this order. It Seller fails to make deliveries or perform the services at the time agreed upon, or performs the work hereunder in such a fashion as endangers the production schedules of the Buyer, the Buyer reserves the right to cancel, purchase elsewhere and hold Seller accountable for any additional costs or damages incurred by Buyer. Neither party shall be liable for any default hereunder due to contingencies beyond its control, such as: acts of God or labor disputes in which a force nature exists. However, Seller’s default shall not be excused unless written :c notice of any such contingency is given to Buyer within five days of the time that Seller first receives knowledge of the occurrence thereof.
The Buyer may refuse to accept or, at its option, may return at Seller’s expense all shipments not made on the shipment date or dates specified in this order, all shipments not according to sample, specifications or standard or which are otherNise no.t as called for by this order; and in any such case the Buyer may cancel any undelivered balance of this order.
All articles and materials furnished shall be subject to count inspection and acceptance by the Buyer after actual receipt. Articles of inferior or improper workmanship or defective materials or articles or materials which are not according to sample, specifications or standard or fail otherwise to comply with this order may be rejected and returned to the Seller; and in such case all charges, including transportation both ways, preparing the same for transportation and all other expenses incident to the return of such articles or materials shall be borne by the Seller. No returned or rejected articles or materials shall be replaced except upon receipt of written instructions from the Buyer. Material shipped in excess of quantity ordered may be returned by Buyer to Seller at Seller’s expense.
Unless otherwise specified. Seller is to supply all material and equipment required to execute this order. Any material which Buyer may furnish, including any patterns, dies, tools, drawings, tracings, or other property !caned or other-vise made available to the Seller for use in the performance of this order. on other than a charge basis, will be on consignment and shall be at the Seller’s risk and the Seller shall be responsible for any failure to account therefor and/or any loss. damage or injury thereto, and all such patterns, dies, tools, drawings, tracings or other property shall be returned by the Seller promptly alter the work requiring the use thereof has been completed. All material and equipment furnished by Buyer shall be protected by Seller against loss or damage by insurance acceptable to Buyer. Such material furnished the Seller shall remain the property of the Buyer and shall be used only in filling orders of the Buyer. Seller agrees to supply a detail of inventory upon request of the Buyer
Buyer reserves the right to make changes in this order. If any such change causes a substantial variation in the cost of furnishing the goods or the time required for the performance of any part of the work under this order, the Seller must assert In writing such claim within 15 days of date of receipt by Seller of notification of change.
Seller warrants that the prices herein provided are not higher, than the lowest net prices at which Seller is selling or offering to sell like materials. It, on or before the date of delivery of any materials ordered hereunder. Seller shall sell or offer to sell the same or like materials at net prices lower than herein provided. Seller agrees to give Buyer benefit of such lower prices with respect to any undelivered materials and this order shall be deemed so modified. If prices are omitted from this order, the articles, materials or services will be billed at prices not higher than last quoted or charged by the Seller.
Seller warrants and affirms that, to the best of Seller’s knowledge, Information and belief the prices set forth herein do not exceed and no charges hereunder will exceed prices permitted by applicable price regulations oi any Federal, State or Municipal governmental authority, and Seller shall forthwith . refund any amounts paid by Buyer in excess of amounts permitted by such regulations.
Invoice payment will be determined from the date of receipt of material or a correct copy of the invoice whichever Is later.
All freight charges shall be substantiated by receipted freight bills. and no charges shall be allowed for boxing. crating or cartage unless specifically stated on the purchase order herein.
Seller agrees to hold Buyer and its successors in interest harmless from and against all demands, damages, judgments and all other costs, charges or expenses arising out of any claim of infringement of any patent, trademark or other proprietary rights by reason of the manufacture, sale or use of the goods furnished hereunder. In the event of any such claim, Buyer shall have the right to refuse and cancel any further deliveries hereunder, and to return to the Seller for payment or credit all prior deliveries hereunder. Seller shall be promptly notified of any such claim, and permitted to be represented by counsel of its own selection, at its own expense, in the defense of any suit based on such claim. Seller’s obligations as herein-above set forth shall not apply insofar as any such claim be based upon Seller’s compliance with specifications or designs furnished by Buyer.
The Seller agrees and the acceptance and fulfillment of this order shall constitute a representation and guarantee by the Seller that, the manufacture, sale and shipment of the articles or materials and the performance of the services covered hereby has been, is and will be in conformity and compliance with OSHA, EPA regulations and the Fair Labor Standards Act of 1964 as amended, and with all other applicable Federal, State and local laws, regulations and orders.
The Equal Opportunity Clause. in Section 202. Paragraphs one through seven, of Executive Order No. 11246, as amended relative to equal opportunity and the implementing rules and regulations of the Office of. Federal Contract Compliance. are incorporated herein by specific reference.
Except as may be otherwise provided herein, the price includes all applicable Federal, state and local taxes.
Without limitation of Buyer’s right to terminate this order as a matter of law for Seller’s default. Buyer may terminate this order at any time by written notice to Seller, in which event, except as otherwise directed by said notice. Seller shall forthwith discontinue all work and the placing of orders, and shall cancel all commitments pertaining to this order. In full settlement of all claims arising out of such termination, Buyer will. within a reasonable time after such termination (or, if termination Is because of the termination of Buyer’s contract or contracts, for goods destined for United States Government use, in connection with which the goods covered by the order are being acquired, promptly after settlement of Buyer’s claims arising out of the termination of such contract or contracts) pay Seller an amount to be determined by mutual agreement; provided that if Buyer and Seller are unable to agree upon termination charges.
Buyer will pay to Seller the following:
1. Either party may without penalty cancel this order in the event that the other party becomes bankrupt or insolvent or makes an assignment for benefit of creditors.
2. The Seller shall not supply or disclose any information regarding equipment or material of the model or kind referred to in any of the specifications. plans or papers accompanying the order, or incorporate in other articles special features of design or construction peculiar to the articles specified tn the order, without specified authority of the Buyer. Seller agrees to Indemnity Buyer for any damage suffered by Buyer as a result, directly or indirectly, of Seller’s breach of this condition.
3. Seller warrants that all articles. materials and work will conform with applicable drawings, specifications samples .and/or other descriptions given to Seller, and will pe free from defects. Without limitation of any rights which Buyer may have at law by reason of any broach of warranty. goods which are not as warranted may be returned at Seller’s expense tor either credit for replacement as Buyer may direct.Buyer’s right of recovery for damages resulting from failure of goods purchased from seller to meet applicable standards of implied or expressed warranties, as the case may be, shall not be effected or restricted in any way by any term or condition which may be included within the invoice or other shipping or transaction documentation issued by Seller.
Either party may without penalty cancel this order in the event that the other party becomes bankrupt or insolvent or makes an assignment for benefit of creditors.
The Seller shall not supply or disclose any information regarding equipment or material of the model or kind referred to in any of the specifications. plans or papers accompanying the order, or incorporate in other articles special features of design or construction peculiar to the articles specified tn the order, without specified authority of the Buyer. Seller agrees to Indemnity Buyer for any damage suffered by Buyer as a result, directly or indirectly, of Seller’s breach of this condition.
Seller warrants that all articles. materials and work will conform with applicable drawings, specifications samples .and/or other descriptions given to Seller, and will pe free from defects. Without limitation of any rights which Buyer may have at law by reason of any broach of warranty. goods which are not as warranted may be returned at Seller’s expense tor either credit for replacement as Buyer may direct.Buyer’s right of recovery for damages resulting from failure of goods purchased from seller to meet applicable standards of implied or expressed warranties, as the case may be, shall not be effected or restricted in any way by any term or condition which may be included within the invoice or other shipping or transaction documentation issued by Seller.