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1. WARRANTY. Seller warrants that all goods sold
hereunder will be first quality, new, and free from defects in material and
workmanship and that such goods will perform in ordinary service for a period
of at least one year from the date placed in service by the BuyerÕs customer
without loss of function or material degradation, ordinary wear and tear
excepted. Seller will pass
through any warranties received by it.
Any implied warranty of fitness for a particular purpose is expressly
disclaimed. Seller warrants that
any services performed hereunder will be performed in accordance with the
SellerÕs highest standards, but in no event lower than the standards
customary in the trade. Seller
will repair or replace any goods and perform any services that fail to
conform to the above warranties without charge to the Buyer and will incur
any reasonable expense in doing so to minimize the inconvenience and expense
to Buyer or its customer.
2. CHANGES. No modification of this order shall
bind Buyer unless contained in a writing signed by Buyer.
3. INSPECTION. (a) Seller shall comply with any
specifications stated on the face of, or by reference in, or attachment to
the order and with any applicable Army, Navy, or Air Force specifications. Seller shall maintain an inspection
system reasonably acceptable to the Buyer. The Seller shall, upon request, furnish the Buyer with a
report of details of materials and workmanship inspections, certified by an
authorized representative of the Seller.
(b) Buyer and representatives of BuyerÕs
customers shall have the right to inspect and test all material and
workmanship at all times and places including, when practicable, during
manufacture. If any such
inspection or test is made on the premises of the Seller, the Seller shall
furnish without additional charge all reasonable facilities and assistance
for a safe and convenient inspection or test.
(c) The Buyer shall have the right to
reject any goods or services that fail to meet SellerÕs warranty, exercisable
within (90) days of receipt. All
such rejected items shall be returned to the Seller transportation collect
for credit or refund. Any order
is subject to cancellation pro tanto by Buyer to the extent that rejected goods or services cannot be
replaced without undue delay or expense to Buyer or its customer.
4. ASSIGNMENT. (a) SellerÕs rights and duties under this order may not be
assigned or delegated except as provided below. Seller shall not enter into a subcontract for the
procurement of items covered by this order in completed or subsequently
completed form.
(b) Seller may assign its interest or a
security interest in the proceeds of this order pursuant to a bona fide
financing arrangement, provided that Buyer receives timely notice, that only
one such assignment is made, that the interest so assigned shall not be
subject to re-assignment, and that any such assignment is expressly made
subject to setoff any indebtedness or other claim Buyer may have against
Seller.
(c) In no event shall copies of this
order or of any plans, specifications, or other similar documents relating to
work under this order, if marked ÒConfidential,Ó be furnished to any assignee
of any claim arising under this order or to any other person.
5. PATENT
INDEMNITY. The Seller agrees to
defend, indemnify and save harmless the Buyer and each subsequent purchaser
or user of the goods sold to the Buyer under this order, except as to goods
manufactured according to a design furnished by the Buyer, for any suit,
action, or other claim alleging that the manufacture, use or sale of said
goods infringes any United States patent. The Buyer agrees to give the Seller notice of any such
suit or action promptly after notice is received by the Buyer. The Buyer may, at its own election
and expense, at any time supercede the Seller in any defense of a claim in
which event the Seller shall thereby be released from its obligation
hereunder.
6. CANCELLATION. Buyer may cancel this order in whole
or in part for convenience only if and to the extent that BuyerÕs customer
cancels BuyerÕs order for convenience, and subject to BuyerÕs payment to
Seller of an equitable portion of any compensation for such termination
received by Buyer from its customer.
7. MATERIAL AND
EQUIPMENT. (a) If provision is made on the face of
this order for the furnishing by the Buyer to the Seller of any materials to
be used in connection with the performance of this order, such materials will
be delivered to the Seller in sufficient time to enable it to meet the
delivery dates for the articles to be furnished to the Buyer under this
order. The Buyer shall have no
liability to the Seller by reason of any delay in delivery or failure to
deliver such materials.
(b) Title to any material furnished by
the Buyer to the Seller shall remain in the Buyer. The risk of loss or damage to such materials from any
other cause from the time of delivery to the Seller to the time of redelivery
to the Buyer shall be borne by the Seller.
(c) Upon completion of this order, any of
the materials furnished by the Buyer and not consumed in performance of the
order, shall be disposed of in accordance with instructions from the Buyer.
(d) When the Buyer furnishes any
material, in whole or in part, for the manufacture of parts or assemblies,
the Seller shall not substitute material from any other source nor shall the
Seller alter its physical or chemical properties except in accordance with
applicable Buyer specifications or except with the BuyerÕs written approval.
(e) All Electrostatic Discharge Sensitive
Devices must be properly marked and labeled as such. Failure to comply will result in
rejection of the parts upon receipt.
8. COMPLIANCE. All goods supplied hereunder shall be
manufactured substantially in the United States. Seller shall comply with all applicable laws in the
performance of its duties hereunder, including, without limitations, all laws
and
regulations
relating to employment and specifically to wage levels and payment of wages
(including Walsh-Healey requirements if applicable), working conditions, and
equal opportunity in employment.
Seller shall maintain no segregated facilities. Seller shall maintain a Drug-Free
Workplace and will post or otherwise provide all applicable notices to its
employees.
9. OTHER RIGHTS
AND REMEDIES AND APPLICABLE LAW.
The rights and remedies herein reserved to the Buyer shall be
cumulative and additional to any other or further rights and remedies provide
in law or equity and all the rights and obligations of the parties shall be
governed and construed by the laws of the State of Vermont.
10. ORDER OF
PRECEDENCE. In the event of any
inconsistencies among documents applicable to this order, the inconsistency
will be resolved by giving precedence in the following order: (a) the
specifications or drawings; (b) any non-printed agreement signed by both
parties applicable to this order; and (c) the printed terms of this Purchase
Order, including all clauses incorporated by reference.
11. GOVERNMENT
PROVISIONS. If this order is
placed pursuant to a Government prime contract or subcontract, the following
contract clauses as set forth in the Federal Acquisition Regulations (FARs)
and the Defense Federal Acquisition Regulations (DFARs) are incorporated
herein and are applicable as determined by the type of subcontract, except
for those contract clauses from which the Seller is expressly exempt. The term ÒContractorÓ shall mean
ÒSeller,Ó the term ÒContractÓ shall mean Òthis order,Ó and the terms
ÒGovernment,Ó ÒContracting Officer,Ó and equivalent phrases shall mean
ÒBuyer.Ó All referenced
provisions refer to current revisions in affect as of the date of the
respective Government prime contract including any modifications to the prime
contract in affect at the time of this purchase order.
FAR
Clause
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