Purchase Order Terms and Conditions
Purchase Order Terms and Conditions
Buyer OBJECTS in advance to the inclusion of any additional or different terms proposed by Seller in his acceptance of an order. The inclusion of such terms by the seller will be of no significance, such terms will not be conditions or additional terms to this order, and Buyer’s acceptance of Seller’s goods shall not be deemed as acceptance of such terms. Unless otherwise stated on the face of this order, the following terms and conditions shall apply:
- DELIVERY: All goods must be shipped at the most advantageous rate for the Buyer unless otherwise authorized in writing by the Buyer. Any extra expense in effecting delivery of goods not so shipped will be charged to the Seller. Seller shall make adequate scheduling of shipments of goods, in that delivery dates included within this order are essential to the Buyer. Seller shall not, however, make material commitments or production arrangements in advance of reasonable flowtime needed to meet Buyer's delivery schedule. No clams shall be allowed for such advance effort in case of change or termination. Shipments shall be strictly in accordance with Buyer's delivery schedule. Buyer reserves the right to return, at Seller's expense, all goods received in advance of delivery schedules or to hold the goods and pay Seller's invoices on normal maturity after the scheduled delivery date.
- EXCUSABLE DELAYS: Neither party shall be liable for damages resulting from delays arising out of causes beyond its control, and without its fault or negligence, including acts of God, acts of the Government, fires, floods, strikes, freight embargoes, and unusually severe weather, nor shall such delay affect the remainder of this order. Seller will notify Buyer in writing within ten (10) days after the beginning of any cause for delay, in the absence of which Seller waives his right for an excuse for such delay.
- PACKING AND SHIPPING: An itemized list of contents must be placed in each package bearing this Order Number. No charge will be allowed by Buyer for cartage or packing unless agreed upon in advance in writing. All expenses incurred by Seller's failure to furnish necessary shipping documents shall be charged to Seller.
- INVOICING: Packing lists in DUPLICATE and itemized invoices, each bearing the Order Number must be mailed on day of shipment. BILL OF LADING OR EXPRESS RECEIPT MUST BE ATTACHED TO YOUR INVOICE. Show our Order Number immediately following our name. Invoices subject to cash discount should be mailed on the day they are dated. If they are not, discount period will begin on the day bills are received by Buyer's Purchasing Department. Failure to attach Bill of Lading or Express Receipt to your invoice will delay payment and discount period will begin when the documents are received. All invoices must bear the following certification in order to be passed for payment. "We hereby certify that these goods were produced in compliance with the Fair Labor Standards Act of 1938 as amended, and regulations and orders issued by the United States Department of Labor thereunder."
- INSPECTIONS AND TESTING: Buyer shall have the right to expedite, inspect and test any of the goods or work covered by this order prior to shipment. All goods are also subject to Buyer's inspection and approval on arrival. If rejected, they will be held for disposal at Seller's risk. Such inspection, or the waiver thereof, shall not relieve the Seller from full responsibility for furnishing goods and work conforming to the requirements of the order, nor prejudice any claim, right or privilege the Buyer may have because of the use of defective or unsatisfactory goods or work.
- WARRANTY: All goods furnished by Seller and any services or installation relating thereto pursuant to this order shall be warranted to be of the best quality of their respective kinds and to be free of defects in design, workmanship or material and when known to Seller suitable for their intended purposes. In the event of breach, the Seller shall take all necessary action, at Seller's expense, to correct such breach in the most expeditious manner possible. This warranty shall also insure to the benefit of Buyer's customer or user of the goods.
- ASSIGNMENT AND SUBCONTRACTING: Seller shall not assign or subcontract any portion of this order without the prior written approval of the Buyer.
- CHANGES: Buyer shall have the right at any time prior to the complete delivery of the goods or services to make changes therein, including quantities, drawings, designs, specifications and changes in packaging, time, place and schedule of delivery and method of transportation and Seller agrees to accept such changes. If any such changes cause an increase or decrease in cost or the time required for performance, and an itemized claim for adjustment is made within thirty (30) days of the notice of change, and equitable adjustment will be made, and this agreement modified in writing in accordance with the adjustment.
- TERMINATION FOR DEFAULT: Buyer may terminate all or any part of this order by giving notice of default if Seller: (a) refuses or fails to deliver the goods within the time specified; (b) fails to comply with any of the provisions of this order or so fails to make progress as to proceedings under any law relating to bankruptcy, insolvency or the relief of debtors. In the event of a termination for default, Buyer's liability shall be limited to the payment for goods delivered and accepted by Buyer under this order.
- TERMINATION FOR CONVENIENCE: Buyer may terminate this order at any time for its convenience, in whole or in part, in which event, Buyer's sole obligations shall be to reimburse Seller for (a) those goods actually shipped and accepted by Buyer up to the date of termination, and (b) costs incurred by Seller for unfinished goods, which are specifically manufactured for Buyer and which are not standard products of the Seller, as of the date of termination, plus a reasonable profit thereon. In no event shall Buyer be responsible for loss of anticipated profit, nor shall reimbursement exceed the order value.
- STOP WORK ORDER: Buyer may at any time by written notice to the Seller stop all or any part of the work called for by this order. Upon receipt of such notice, the Seller shall take all reasonable steps to minimize the incidence of costs during the period of work stoppage. Buyer may subsequently either cancel the stop work order resulting in an equitable adjustment in the delivery schedule and/or the price or terminate the work in accordance with the provisions of this order.
- PATENTS: Seller agrees to indemnify and save harmless the Buyer, its officers, employees, agents, representatives or any of its customers buying or using the goods specified herein from any loss, damage or injury arising out of a claim or suit at law or equity for actual or alleged infringement of letters patent, by reason of the buying, selling or using the goods supplied under this order, and will assume the defense of any and all suits and will pay all costs and expenses incidental thereto.
- CONFIDENTIAL INFORMATION: Seller agrees not to make any use of data, designs, drawings, specifications and other information furnished to it by the Buyer, except for the performance of this order and Seller further agrees not to disclose such data, designs, drawings, specifications and other information to others except for the performance of this order under similar restrictions against use and disclosure. Upon completion or termination of this order, Seller shall return to Buyer on demand, all such data, designs, drawings, specifications and other information, including copies made by Seller.
This order is confidential between the Buyer and the Seller, and it is agreed by the Seller that none of the details connected herewith shall be published or disclosed to any third party without the Buyer's written permission.
- RISK OF LOSS: Seller assumes the following risks: (a) all risks of loss or damage to all goods, work
in process, materials and other things until the delivery thereof as herein provided; (b) all risks of loss or damage to third persons and their property until the delivery of all the goods as herein provided; (c) all risks of loss or damage to any property received by Seller from or held by Seller or its supplier for the account of Buyer, until such property has been delivered to Buyer or its customer as the case may be, and (d) all risks of loss or damage to any of the goods or part thereof rejected by Buyer, from the time of shipment thereof to Seller until redelivery thereof to Buyer. Any patterns, dies, molds, jigs and fixtures furnished to Seller by Buyer, or specifically paid for by Buyer, shall be the property of Buyer and subject to removal by Buyer upon completion of the order, and shall be used only in filing Buyer's orders and held by Seller at its sole risk.
- INSURANCE AND INDEMNIFICATION: Seller agrees to indemnify and save harmless the Buyer, its officers, agents and employees from and against any and all claims and liabilities (including expenses) for injury or death of persons or damage to any property which may result in whole or in part, from any act or omission on the part of the Seller, its agents, employees or representatives, or arising from any Seller furnished goods or services, except to the extent that such damage is due solely and directly to the negligence of the Buyer. Seller shall carry comprehensive general liability insurance, including contractual and product liability coverage, with minimum limits acceptable to the Buyer. Seller shall, at the request of the Buyer, supply certificates evidencing such coverage.
- LAWS AND REGULATIONS: Seller shall comply with all applicable Federal, State and Local laws, statutes and ordinances including, but in no way limited to rules, regulations and standards of the Occupational Safety and Health Act of 1970 and the Federal Contract Work Hours and Safety Standards Act and rules and regulations promulgated under these acts.
With respect to the supply of goods relating to a facility regulated pursuant to the Atomic Energy Act of 1954, as amended or the Energy Reorganization Act of 1974, the provisions of Title 10 Code of Federal Regulations, Part 21 (10CRF21) are applicable to this order.
Seller agrees, in connection with performance of this order, not to discriminate against an employee or applicant for employment because of their race, color, religion, creed, national origin or ancestry, sex (including pregnancy), gender (including gender identity, gender non-conformity and status as a transgender or transsexual individual), sexual orientation, age, physical or mental disability, use of a support animal because of the handicap or disability, citizenship, past, current or prospective service in the uniformed services (veteran status), genetic information, or any other status or characteristic protected by federal, state or local law.
Seller shall comply with all applicable Environmental Regulations governing the manufacture, use and distribution of the Items furnished under this PO at Seller’s own expense. For this purpose, "Environmental Regulations" mean all laws, regulations, directives, ordinances, orders and decrees of any kind, adopted or implemented in any country, state, province, region or jurisdiction where DentalEZ products are sold. Environmental Regulations include, but are not limited to, the US Toxic Substances Control Act (TSCA) and the current Restriction of Hazardous Substances (RoHS) directive as adopted by the EU. Seller shall provide written certification and proof of its compliance under this Section 16 upon Buyer’s request. Seller will defend, indemnify and hold Buyer harmless against any liability (including attorneys’ fees) arising out of Seller’s failure to meet any of its foregoing compliance obligations.
Seller warrants that, to its knowledge after reasonable inquiry, no tantalum, tin, tungsten and/or gold ("Conflict Minerals"), contained in any good subject to this order, originated from Angola, Burundi, Central African Republic, Democratic Republic of the Congo, Rwanda, South Sudan, Uganda, United Republic of Tanzania, The Republic of the Congo or Zambia, unless the Conflict Minerals were processed by a facility listed as compliant pursuant to the EICC-GeSI Conflict-Free Smelter Program. Seller agrees to abide by the terms and conditions in Buyer's Conflict Minerals Policy, and to define, implement and communicate to its sub-suppliers its own policy outlining its commitment to responsible sourcing, legal compliance and measures for implementation. Seller agrees to cooperate and work with its sub-suppliers to ensure traceability of Conflict Minerals at least to smelter or refiner level, to maintain and record all Conflict Minerals traceability documentation for five years, and to provide such documentation to Buyer upon request.
- OTHER PROVISIONS. The provisions of the purchase order and these terms and conditions set forth the entire agreement between Buyer and Seller related to this transaction. Except as provided herein, provisions of the Uniform Commercial Code apply to the entire agreement and to both goods and services of Seller. Buyer’s failure to assert any right is not a waiver of it or any other right. Time is of the essence. All money due to Seller is subject to deduction or set-off by Buyer to cover any counterclaim arising out of this or any other transaction with Seller.
- ASSIGNMENTS AND SUBCONTRACTING; CHANGE IN MANAGEMENT. No part of this order or payments to be made by Buyer may be assigned or subcontracted without prior written approval of Buyer. Such approval shall not relieve Seller of any of its obligations under this contract, or otherwise, and it shall remain fully responsible for compliance with all the terms and conditions.
No change in manufacturer, site of manufacture, or product packaging may occur without the expressed written consent of Buyer. For each requested change, the supplier must provide Buyer with sufficient documentation that covers the ramifications of and the reason(s) for making such a change. Changes to raw materials or manufacturing/measuring processes that can influence the performance parameters of the products purchased under this PO must be timely reported to Buyer’s Supplier Management via written notification at least 3 months in advance of production implementation. This reporting requirement is also applicable if the supplier intends to discontinue and no longer manufacture a product. Exceptions to this notification requirement can be made when changes have been requested by Buyer. All of the above-mentioned changes and modifications need to be documented in the given “Material Change Documentation” template and need the written consent of Buyer prior to implementation. If there is an accepted change to the raw material, the similarity of the raw material must be verified prior to implementation by the appropriate analysis and tests. The use of such different material must be identifiable and traceable and is subject to the change management requirements.