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General Terms and Conditions of Purchase
(May 2006)
 
1. OFFER AND ACCEPTANCE:
  This purchase order constitutes the entire agreement between buyer and seller. Acceptance of this purchase order is expressly limited to its terms. The seller’s commencement of performance, delivery of supplies, shipment of acknowledgment shall conclusively constitute acceptance.
 
2. CHANGE:
  The terms of this order shall not be changed or modified in any way except by written instrument signed by an authorized representative of buyer.
 
3. WARRANTY:
  Seller expressly warrants that all goods and services covered by this purchase order shall conform to specifications, designs, drawings, samples and descriptions herein and shall be of good workmanship, free from all defects, merchantable and sufficient for the purpose intended. This warranty shall survive any inspection, delivery, acceptance or payment by the buyer for the goods.
 
4. DEFAULT:
  Buyer may cancel for default this contract in whole or in part (A) if the seller fails to perform the services strictly within the time frame specified herein; (B) if goods delivered do not perform to the requirements of this contract or if the seller fails to perform any of the provisions of the contract: or (C) if the seller becomes insolvent or commits an act of bankruptcy. Neither party, however, shall be liable for delay or failure to perform it's obligations hereunder if such delay or failure is due to cause beyond the control of said party. If such delay or failure lasts more than three (3) days buyer shall have the right to cancel this order or any part thereof.
 
5. INSPECTION:
  All goods, work, or material furnished on this order are received subject to buyers right of inspection and rejection. This inspection shall be made within a reasonable time after receipt of goods or completion of work. The buyer may reject and return at the seller's expense, including transportation and handling costs, all or any part of goods that do not conform to the description of this order.
 
6. COMPLIANCE WITH LAWS:
  Seller warrants that goods supplied hereunder are produced, packaged, labeled, and shipped in compliance with all applicable federal, state, municipal, and local laws and regulations.
 
7. ASSIGNMENT:
  Seller agrees that neither this order nor any interest therein shall be transferred or assigned by seller without prior written approval of buyer.
 
8. TAXES, ADDITIONAL CHARGES:
  All charges must be stated on the face of this order. Buyer will pay no additional charges of any kind. Unless otherwise stated herein, the price stated on the face of this order shall include all applicable federal, state, and local taxes in effect on date of shipment.
 
9. OVERAGE:
  Without prior written acceptance, buyer may reject and return at seller’s expense any quantity of goods shipped over or under 3% of the quantity of goods as stated on this order.
 
10. REPRODUCTION AND DATA RESTRICTIONS:
  The seller agrees to receive and maintain in confidence all drawings, specifications, technical data, or reports furnished by the buyer. Seller further agrees not to disclose to third parties or make any other use of such data except in connection with the performance of such duties stated herein. All drawings, specifications, technical data, or reports remain the property of the buyer and upon demand shall be returned to the buyer upon completion or cancellation of this order.
 
11. INDEMNITY:
  Seller agrees to indemnify and hold buyer harmless from any and all claims and liability, including expenses for injuries or death to persons or damage to or destruction of property caused by or resulting from acts or omissions of seller, its agents, suppliers, or employees in the performance of this order.
 
12. LlMITATIONS OF LIABILITY:
  Seller's limit of recovery and buyer's extent of liability in the case of cancellation of this order by the buyer shall be limited to general money damages not to exceed seller's actual costs incurred up to the date of cancellation. In no event shall seller be entitled to lost profit or consequential damages.
 
13. PATENTS:
  Seller agrees to indemnify and hold buyer harmless from any and all claims and liability for actual or alleged infringement on any patent resulting from this order except where such actual or alleged infringement arises by reason of buyer’s designs for such goods.
 
14. EQUAL OPPORTUNITY LABOR STANDARDS:
  The Equal Opportunity Clause required by Executive Order 11246, as amended; the Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era Clause as required by the Vietnam Era Veteran Readjustment Assistance Ad of 1974 and the regulations issued pursuant thereto; and the Affirmative Action for Handicapped Workers Clause required by the rehabilitation Act of 1973 and the regulations issued pursuant thereto, are hereby incorporated and made part of this order and are binding upon Seller unless exempted by rules, regulations or order of the Secretary of labor.