Xymat Co, LLC
Terms and Conditions
1. Definitions: The word “BUYER” whenever used herein shall mean Xymat Engineering. The party with which this order is placed is referred to herein as “SUPPLIER”. The products, machinery, equipment, supplies and/or labor or services covered by this Purchase Order are referred to herein as “Goods”. The terms “Purchase Order”, herein and “hereto” refer to and include the face of this document, these Standard Terms and Conditions and any other documents specifically made a part of this Purchase Order.
2. Acceptance and Acknowledgement: This Purchase Order becomes a binding contract when it is accepted by SUPPLIER by the commencement of performance or when formal written acknowledgment is received by BUYER from SUPPLIER (a) with no changes, exceptions or additions to the Purchase Order or (b) with changes, exceptions or additions accepted in writing by an authorized representative of the BUYER, and BUYER hereby objects to any additional or different terms unless accepted in writing by the BUYER. No oral agreement or other understanding shall in any way modify, amend or extend this Purchase Order or any of the terms and conditions hereof. All supplemental sheets, schedules, exhibits or riders which may be annexed hereto are made part of this Purchase Order to which SUPPLIER agrees by acceptance of this Purchase Order.
3. Packing, Marking and Shipping: SUPPLIER shall pack, mark and ship all Goods in accordance with the requirements of this Purchase Order, all applicable transportation regulations and good commercial practices for the adequate protection and shipment of the ordered Items. No separate or additional charge shall be payable by BUYER for containers, crating, boxing, bundling, dunnage, drayage or storage unless specifically stated in this Purchase Order. Any expense, damage or liability incurred by BUYER as a result of improper preservation, packaging, marking or method of shipment shall be reimbursed by SUPPLIER upon demand. A packing list showing this Purchase Order number (and release number, if applicable) shall be included with each shipment, and each container shall be marked to show the Purchase Order number.
4. Delivery: Deliveries shall be completed strictly in accordance with the quantities and schedules specified in this Purchase Order. BUYER may at any time postpone delivery of any of the articles ordered herein for a reasonable time as to any particular schedule shipment. If, at any time, it appears SUPPLIER may not meet such delivery schedule, SUPPLIER shall immediately notify BUYER of the estimated duration of any delay and the reasons therefore. In such event, SUPPLIER shall, upon request by BUYER, avoid such delay (or such portion thereof as BUYER requires) by appropriate methods, including (without limitation) incurring expenditures for overtime and expedited shipment by air or other means of expedited transport. Any costs incurred by SUPPLIER to avoid such delay shall be borne solely by SUPPLIER, unless the delay in delivery arises out of causes beyond the control and without the fault or negligence of SUPPLIER or its subcontractors. The foregoing requirements are in addition to all of BUYER’S other rights and remedies as may be provided by applicable law or this Purchase Order. Nothing herein shall be interpreted as waiving BUYER’S remedies for default (including right or termination) if SUPPLIER fails to meet the delivery schedule. Delivery according to the schedule provided herein is an important condition hereof. Therefore, the delivery dates(s) shall not be advanced or delayed without written agreement between BUYER and SUPPLIER.
5. Changes: No changes or modification to this purchase order shall be binding unless made or accepted by BUYER in the form of written change order. BUYER reserves the right to make
changes in the order at any time, subject to mutually agreeable adjustments of the Purchase Order.
6. Cancellation and Right of Termination: BUYER shall retain the right to cancel the associated Purchase Order in the even that SUPPLIER does not meet their obligations under the Purchase Order or as dictated by provided drawings, specifications.
7. Inspection: All goods and work in process may be subject to source, site and/or final inspection, by BUYER and quality assurance representatives of BUYER’s customer. Said representatives shall be afforded free access during working hours to SUPPLIER’s facilities and records in order to monitor compliance to quality requirements. If inspection and test, whether preliminary or final, are made on the SUPPLIER’s premises, SUPPLIER shall furnish, without additional charge, all reasonable facilities and assistance for safe and convenient inspection and test required by BUYER and/or BUYER’s customer. Inspection and approval by BUYER, or failure to inspect by BUYER, shall not relieve SUPPLIER of any responsibility or liability hereunder. In the event that any inspection or test hereunder establishes that the quality of the SUPPLIER’s work is unsatisfactory, BUYER shall have the right to instruct SUPPLIER to discontinue work until satisfactory corrective action is taken. SUPPLIER shall be responsible for corrective costs and shall perform corrective action to meet the agreed upon delivery schedule.
8. Subcontracting: SUPPLIER shall not, without BUYER's prior written consent, subcontract any portion of this Purchase Order, however, that the limitation shall not apply to SUPPLIER's purchase of standard commercial supplies or raw materials. SUPPLIER must flow down to sub- tier suppliers all applicable requirements in the purchasing documents (such as Purchase Orders and documents associated with orders of Goods), including any key characteristics where required (such as requirements contained in BUYER’S customers’ purchasing documents, including, but not limited to, purchase orders, statements of work, specifications, quality assurance provisions and other documents associated with such orders).
9. Drawings: Items procured to Controlled Drawings shall meet the specific requirements of the drawing. The SUPPLIER shall not modify the manufacturing process, methods or materials after initial acceptance without prior written approval from BUYER.
10. Confidentiality: The terms and conditions of this Purchase Order, including all associated documents and drawings, are absolutely confidential between the BUYER and SUPPLIER, and shall not be disclosed to anyone else, except as shall be necessary to effectuate its terms. Any disclosure in violation of this section shall be deemed a material breach of this Purchase Order.
11. Suspect/Counterfeit Items: SUPPLIER warrants the parts and/or materials delivered to BUYER shall be new (not reconditioned, used or repaired) and shall not be or contain Suspect or Counterfeit Items. As used in this Purchase Order, a Counterfeit Item is defined as a copy or substitute without legal right or authority to do so or one whose material, performance or characteristics are knowingly misrepresented by a supplier, distributor or manufacturer at any level in the supply chain. A Suspect Item is one in which there is an indication by visual inspection, testing, or other information that it may not conform to established government or industry accepted specifications or national consensus standards.
12. Certifications: SUPPLIER warrants that it maintains and/or meet all certifications that are required under the associated Purchase Order, Statement of Work, or other specifications.
13. English Language Requirement: All offers, correspondence, and all aspects of the Purchase Order, INCLUDING CERTIFICATIONS AND TEST REPORTS, shall be in the English language. The English language shall govern and prevail in implementation and interpretation of all aspects of the Purchase Order and related Purchase Order issues.