TERMS AND CONDITIONS OF PURCHASE
1. QUALITY - Any manufacturing or other specifications referred to in this order are hereby made a part hereof, as if fully set forth herein.
2. DELIVERY - Except as hereinafter specified, delivery shall be strictly in accordance with the delivery schedule of this order. If the Seller's deliveries fail to meet such schedule with the result that the Buyer elects to call upon the Seller for expedited shipment. Seller will pay for the difference in cost between freight and the cost of such expedited shipment. Parts fabricated beyond Buyer's releases are at Seller’s risk. Invoices covering material shipped in advance of specified schedule will not be paid until their normal maturity after the date specified for delivery.
Notwithstanding the provision of the preceding paragraph, neither party shall be liable for delays or defaults due to causes beyond its control and without its fault or negligence, provided, however, that when the Seller has reason to believe that deliveries will not be mode as scheduled, written notice setting forth the cause of the anticipated delay shall be promptly forwarded to the Buyer.
3. TERMINATION - A. The Buyer may, by written notice stating the extent and effective date, terminate this order for convenience in whole or in part, at any time. The Buyer shall pay Seller as full compensation for performance until such termination: ( 1) the unit or pro rata order price for the delivered and accepted portion; and (2) a reasonable amount, not otherwise recoverable from other sources by Seller as approved by Buyer, with respect to the undeliverable or the unaccepted portion of this order, provided compensation hereunder shall in no event exceed the total order price.
B. The Buyer may by written notice terminate this order for Seller's default, in whole or in part, at any time, if Seller refuses or fails to comply with the provisions of this order, or so fails to make progress as to endanger performance and does not cure such failure within o reasonable period of time, or fails to make deliveries of the materials or supplies or perform the services within the time specified or any written extension thereof. In such event, the Buyer may purchase or otherwise secure materials, supplies or services and, except as otherwise provided herein, Seller shall be liable to Buyer for any excess costs occasioned Buyer thereby.
If, after notice of termination for default, Buyer determines the failure to perform this order is due to causes beyond the control and without the fault or negligence of Seller (including, but not restricted to, acts of God or of the public enemy, acts of Buyer, acts of Government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, and delays of a subcontractor or supplier), termination shall be deemed for the convenience of Buyer, unless Buyer shall determine from other sources in sufficient time to meet the required delivery schedule.
C. If Seller is delayed in the work in the opinion of Buyer due to causes beyond the control and without the fault or negligence of Seller, Buyer may extend the time for completion of the work called for by this order, when promptly applied for in writing by Seller; and if such delay is due to failure of Buyer, not caused or contributed to by Seller, to perform services or deliver properly in accordance with the terms of this order. Sole remedy of Seller in event of delay by failure or Buyer to perform shall, however, be limited to any money actually and necessarily expended in the work during the period of delay, solely by reason of the delay. No allowance will be made for anticipated profits, overhead or indirect costs. The rights and remedies of Buyer provided in the Article shall not be exclusive and are in addition to any other rights and remedies provided by law or under this order.
4. INSPECTION - All goods furnished shall be subject to final inspection and approval at Buyer's plant and, if found to be defective, may be returned, and Seller shall bear all transportation costs incurred. Defective goods shall not be replaced unless so specified by the Buyer.
5. WARRANTY - The Seller expressly warrants that the goods to be furnished shall be fit for the purpose for which they are intended and shall conform to the specifications herein set forth.
6. TITLE - Title to the materials and supplies purchased hereunder shall pass directly from Seller to Buyer at the F.O.B. point shown, subject to the right of Buyer to reject upon inspection.
7. PACKING - No charge will be allowed for packing, boxing, or cartage, unless so stipulated herein, but damage to any goods not packed to ensure proper protection to same, if accepted by the Buyer, will be charged to the Seller.
8. PACKING SLIPS - Packing slips must accompany all shipments. The Buyer's count will be accepted as final and conclusive on all shipments not accompanied by packing slips. The Buyer's order number and the Seller's packing slip number, description and count must appear on all invoices, packages, and bills of lading.
9. PATENTS - Unless the design for the articles shall have been furnished by the Buyer to the Seller, and used by the Seller in manufacturing the goods, the Seller agrees to hold harmless and defend the Buyer against any suit brought against the Buyer for any alleged infringement of any patent, by reason of the manufacture, sale or use of the goods covered by this order, provided that the Seller is notified in writing within ten (10) days after any such claim is made against the Buyer. Buyer assumes and will hold Seller harmless against any patent liability for goods manufactured to Buyer's design or specification.
10. TOOLS AND MATERIALS - No designs, tools, patterns, jigs, dies or drawings supplied by the Buyer to the Seller for use in the manufacture of goods contracted for herein shall be used in the production, manufacture or design of any other goods for any other purchaser or for the manufacture of production of larger quantities than those specified, except with the express consent in writing of the Buyer. At the termination of this contract any such designs, tools, patterns, jigs, dies, drawings and materials supplied by the Buyer shall be returned to the Buyer unless otherwise directed. All such designs, tools, patterns, jigs, dies, drawings, and materials supplied by the Buyer shall be segregated by the Seller in the Seller's plant and, whenever possible, clearly marked so as to be easily identified as the Buyer's property. Where materials are furnished by the Buyer, title to such material in all stages of construction shall be and remain in the Buyer.
11. LABOR WARRANTY Seller, by acceptance of this order and furnishing goods hereunder, represents and warrants that Seller will comply with the applicable provisions and stipulations of the Walsh-Healy Act (Public Act 846, 74th Congress), The Fair Labor Standards Act (Public Act 718, 75th Congress), The Eight-Hour Law, and Sec. 303 of the Act of September 9, 1940 (Public Act No. 781, 76th Congress).
12. ALIENS To the extent required by applicable law of regulations, no aliens employed by the Seller in furnishing or manufacturing goods under this order shall be permitted to have access to the plans, specifications or work in process, or to participate in the performance of such orders without the prior written consent of the Secretary of Defense or other governing security authority.
13. RENEGOTIATION ACT OF 1951 - This sub-contract or purchase order shall be deemed to contain all the provisions required by Section 104 of the Renegotiation Act of 1951 as amended or re-enacted.
14. SECRECY - The Seller agrees to comply with all applicable laws concerning the safeguarding of secret, confidential or restricted matters which may be disclosed or developed in connection with the work under this order and shall require a similar compliance of all subcontractors, suppliers or agents of the Seller to whom any work or duty relating to such work may be allotted.
15. ACCEPTANCE A confirmation of sale from the Seller shall be regarded as an acceptance of these conditions, irrespective of any conditions that might be laid
down by the Seller in conflict with these conditions even when reference is made to the Seller's condition of sale in the confirmation of sale or acknowledgement of this order, or in any of the documents relating to the Buyer's order, unless said conditions are expressly accepted in writing by the Buyer.
16. NONDISCRIMINATION IN EMPLOYMENT - In connection with the performance of work under this contract, the Seller agrees not to discriminate against any employee or applicant for employment because of race, religion, color or national origin. The aforesaid provision shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation, and selection for training, including apprenticeship Per executive order 11246 as amended Sec. 202.
The Seller agrees to post hereafter in conspicuous places, available for employees and applicants for employment, such notices as are provided by the Buyer and/or the Government (Federal or State) setting forth provisions of the non-discrimination clause.