1. Articles

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 within all particulars, and no other terms or provisions shall be binding upon the buyer unless accepted by it in writing.

2. Interference

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.

3. Drawings

Drawings, models, samples, specifications, 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 the 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 the 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.

6. Cancellation

We reserve the right to cancel any portion of this Order not shipped up to the date of our cancellation notice.

7. Price

This Order must not be filled at a higher price than previously quoted or changed without the Buyer’s written acceptance.

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 the 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.

9. Liability

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 account thereof.

10. Certifications

Certifications, WHEN REQUIRED, must accompany the shipment and be addressed to Fredon Corporation.

11. Replacement

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.

12. Discount

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 the 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.

13. Invoices

Receiving documents shall not be accepted as invoices.

14. Inspections

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.

15. External Provider Standard Quality Requirements

• Use care when handling product to insure no nicks or blemishes.
• Implement a Quality Management System to fulfill the requirements for the current Purchase Order, when required.
• Use customer-designated or approved sub-tier external providers, including process sources (e.g., special processes), when required.
• Notify Fredon of any nonconforming processes, products, or services and obtain approval for their disposition.
• Notify Fredon and obtain approval for changes to processes, products, or services, including changes of external providers or location of manufacture.
• Flow down any applicable Fredon and Fredon’s customer requirements to any sub-tier external provider including specification and test requirements.
• Provide test specimens for inspection/verification, investigation, or auditing, when applicable.
• Records related to the manufacturer and/or process operations, including inspection and test, are to be maintained for a minimum of fifty (50) years. If records cannot be maintained per this requirement, please return relevant records to Fredon at the completion of each order.
• Records are subject to verification by Fredon, Fredon’s Customer, and Regulatory Authorities upon request.
• Allow the right of access by Fredon, our customers, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain.
• If Fredon, Fredon’s customer or a Government Representative has a need to verify the quality of product at the external provider’s facility, that requirement is specified on the purchasing documents.
• Comply with all Export-Import control laws and regulations including, but not limited to, the U.S. Export Administration Regulations (EAR) and the U.S. International Traffic in Arms Regulations (ITAR) to the extent applicable per the information provided.
• The External Provider must have an established plan to prevent the use of counterfeit parts during fulfillment of orders to Fredon.
• Calibration Providers must be in compliance with or accredited to ISO 17025 or equivalent, use measurement standards traceable to N.I.S.T. or equivalent and provide a certificate of calibration.
• Communication to and from Fredon must be in the English language.
• Ensure personnel are aware of their contribution to product and service conformity, their contribution to product safety, the importance of ethical behavior and are competent including any required personnel qualifications.
• Return all paper copies of technical data (blueprint, specification, diagram, etc.) provided with the Purchase Order, unless instructed otherwise.

Last Updated ( 2/21/2023 )