All articles covered by this order shall be furnished
subject to the following terms and provisions, which the
Seller in accepting the order agrees to be bound by
and to comply with in all particulars, and no other terms
or provisions shall be binding upon the buyer unless
accepted by it in writing.
Dealing with Buyer's final customer will result in a
lawsuit for damages for interfering with Buyer's
contract with its final customer, and other suitable
affirmative action by Buyer.
Drawings, models, samples, specification, data
designs, inventions and other technical
information supplied by Buyer shall remain Buyer's property and
shall be held in confidence by Seller. Such information
shall not be reproduced, used or disclosed to others by
Seller without Buyer's prior written consent, and shall
be returned to buyer upon completion of this Purchase
Order or upon demand. Any information which Seller
may disclose to Buyer with respect to design,
manufacture, sale, or use of items covered by this
Purchase Order shall be deemed to have been
disclosed as part of the consideration for this Purchase
Order, and Seller shall not assert any claim against
Buyer by reason of Buyer's use thereof. The purchase
price of this Purchase is, in part, consideration for any
design work performed by Seller in connection with this
Purchase Order and incorporated in articles to be delivered
hereunder, and Seller therefore shall not supply such articles
to others without Buyer's written permission.
4. Customer Supplied Material
Any material furnished by Buyer, on other than a
charge basis, in connection with this Order, shall be
deemed as held by Seller upon consignment. All such
materials not used in the manufacture of the products
covered by this Order shall at Buyer's option, be
returned to Buyer at buyer's expense or otherwise
disposed of, for buyer's account as Buyer may direct.
All such materials either spoiled by Seller in excess of
any scrap allowance provided herein or otherwise not
satisfactorily accounted for shall be paid for by Seller at
Buyer's cost (including factory burden and general and
administrative expense) plus the cost of transportation
to Seller's plant. With respect to any material furnished
by Buyer on a charge basis which for any reason is not
utilized by Seller in performance of this Order, Buyer
may at its option, repurchase any such material at the
same unit price charged to the seller.
5. Shipment / Defects
Shipment in excess of the quantity ordered will be
returned at Seller's expense. Material shipped on this
order must be shipped to the inspection of the Buyer's
inspectors on arrival. If any of the goods are found
within a reasonable time after delivery to be defective
in material or workmanship, or otherwise not
in conformity with the requirements of this Order,
including drawings or specifications, if any, Buyer shall have
the right to reject and return such goods at
Seller's ,expense, such goods not to be replaced
without suitable written authorization from buyer.
We reserve the right to cancel any portion of this Order
not shipped up to date of our cancellation notice.
This Order must not be filed at a higher price than
previously quoted or changed without Buyer's written
8. Delivery Schedule
Unless otherwise agreed in writing, Seller shall not
make material commitments or production
arrangements in excess of the amount or in advance of
the time necessary to meet Buyer's delivery schedule.
It is Seller's responsibility to comply with this schedule
but not to anticipate Buyer's requirements. Goods
shipped to Buyer in advance of schedule may be
returned to Seller at Seller's expense.
Seller will not be liable for damages or delays
in delivery due to causes beyond its reasonable control.
If Seller,. however, for any reason does not
substantially comply with Buyer's delivery schedule,
Buyer, in addition to remedies provided by law, at its
option may either approve a revised delivery schedule
or may terminate the Order without liability to Seller on
Certifications, WHEN REQUIRED, must accompany
shipment and be addressed to Fredon Corporation.
Seller warrants that the product to be delivered under
an Order placed hereunder, including any repaired or
replacement product, will be free from defects
in material, design, workmanship, title and will be as
designated or described in the Order or any Specifications incorporated therein.
Upon written notice from Buyer that the product does not meet the
warranty specified above, Seller shall correct any
defect (including nonconformance with
the specifications) by repairing the defective product or by
making available a repaired or replacement product.
Discount terms shall be paid within the terms specified
upon receipt of invoice and not the invoice date. All
other invoices shall be paid upon 60 days of receipt of
invoice. The date of receipt of an invoice shall be the
date of receipt of a correct invoice or acceptance of all
conforming supplies then due, whichever is later.
Receiving papers shall not be accepted as invoices.
All articles shall be subject to inspection and test at all
practicable times and places, including the period of
manufacture by Buyer, Buyer's customer and by the
Government if this order is placed under government
contract. Such inspections and tests shall not significantly
delay the work if such inspection or test is made on the Seller's premises.
Last Updated ( 1/21/2019 )