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SAES Pure Gas, Inc.
Purchase Order Terms and Conditions
1) The interpretation of this Purchase Order, and the rights and liabilities arising hereunder, shall be governed by the laws of the State of California. Buyer consents to the jurisdiction and venue of the state courts of California in the County of San Luis Obispo.
2) Cash discount period begins when material or invoice is received, which ever is later. This period would be extended by the extent of any delay caused by Seller, such as incorrect invoices. Prices listed on this Purchase Order will prevail. Buyer will benefit from any general price reduction in Seller’s price prior to delivery and in no case will Seller raise prices without the express written consent of Buyer in the form of a Purchase Order change.
3) There will be no material substitutions, additional charges or change to any technical specification or to these terms and conditions without the express written consent of Buyer in the form of a Purchase Order change.
4) Any assignment of this Purchase Order, or any funds currently due or due in the future, by the Seller without written consent by Buyer shall be void.
5) Buyer may, at it’s option, cancel any unshipped items on this Purchase Order. If the item is a standard stock item, Buyer’s obligation shall be limited to items already shipped prior to the cancellation. For items that are made to Buyer’s specification, Seller, when in receipt of the cancellation, will stop all work for the canceled item. (a) If Seller is not in default, Buyer will pay for work performed as approved by Buyer subject to Seller submitting detailed charges caused by the cancellation within 20 calendar days. The charges submitted will be negotiated and if found reasonable by Buyer, paid per the terms listed on the face of the Purchase Order. Upon such payment, all material covered by the negotiation will become the property of Buyer. (b) In the event of default by Seller in the performance of any obligation associated with this Purchase Order, including delivery (time is of the essence) or completion, Buyer , at it’s option, without limiting Buyer’s remedy, may cancel this Purchase Order without penalty or liability except for items received and accepted prior to the default.
6) In the event of a default by Seller during performance on this Purchase Order, including time of delivery or completion, or in the event that it becomes apparent that delivery or completion cannot be accomplished within the time specified, Buyer may, at it’s option, cancel this Purchase Order without penalty or liability (except for goods or services already delivered or completed and accepted).
7) Seller represents and WARRANTS (a) that the items described on this Purchase Order are fit for use for the specified purpose for which they were purchased by Buyer and are free from all defects in material, workmanship and design and are in strict accordance with all of the specifications listed on, and attached to, this Purchase Order, unless otherwise agreed to in writing from Buyer and Seller agrees to replace without cost to Buyer any item, workmanship or material that may be found defective; (b) that said items and the sale or use of them does not infringe, directly or indirectly, any valid patent, copyright or trademark, and that Seller will, at Seller’s cost and expense, indemnify, defend and hold Buyer harmless from and against any claims, actions, demands and litigation based on actual or alleged infringement thereof; (c) that all federal, state, and local regulation and statutes, applicable to furnishing the sale of these items or any material or labor, have been fully complied with; (d) where Seller is furnishing items in accordance with plans and specifications, that all items furnished meet and perform in accordance with the plans and specifications. These WARRANTIES are in addition to, and shall not be construed as limiting or restricting any warranties of the Seller, express or implied, or which are provided by law or exist by operation of law. The acceptance by Buyer of any item(s) furnished hereunder shall not constitute a waiver of any of Buyer’s rights to object to any other item(s) furnished hereunder.
8) Seller agrees to pay, discharge and hold Buyer harmless from all claims, liens, suits (including any legal fees or other expenses), judgments and awards and liabilities to subcontractors, laborers, suppliers and others which may arise out of or have any connection with this Purchase Order. Buyer shall have the option to pay any person, firm or corporation any sum due or to become due to Seller to such holder for performing or furnishing any labor, supplies, material or equipment used in connection with this Purchase Order on Seller’s part; and Buyer may charge any and all such payments to Sellers accounts. Seller agrees to pay Buyer therefor, without delay.
9) Seller agrees to hold Buyer harmless and indemnify Buyer from and against all claims, suits, awards or judgments and awards and claim liability on account of any damage to property or injury (including death) to persons which may arise as a result of any act or omission of Seller in connection with this Purchase Order. Seller assumes all risks of damage or injury to Seller’s own property or person, from whatever cause.
10) Seller agrees to comply with all applicable requirements of the Fair Labor Standards Act and all other pertinent municipal, state and federal regulations in connection with performance on this Purchase Order.
11) For all material delivered in excess of the quantity shown on this Purchase Order or in error, Buyer reserves the right to return these items at Seller’s expense. Seller will hold Buyer harmless for any damage or loss during such return.
12) Acknowledgment or shipment of any part of this Purchase Order will constitute acceptance by Seller of all terms and conditions hereof without reservation, provided that the items will not be considered as received and accepted until all necessary, required and reasonable inspections have been approved. Acceptance of this Purchase Order by Seller shall be limited to the terms hereof unless expressly waived in writing by Buyer.
13) This purchase order and all associated attachments and documents made a part hereof by reference constitute the entire agreement and supersedes all proposals and discussions. All references to proposals and invitations are for information only and are not made a part of the final agreement unless expressly so stated on the face of the Purchase Order.
14) Seller agrees to comply with all applicable local, state and federal laws in effect at the time of performance and agrees to indemnify Buyer from any liability, loss or damage of sellers violation of this paragraph.
15) Seller warrants that the items furnished in connection with this Purchase Order, when used in their customary manner, shall comply with the applicable requirements of the current federal Occupational Safety and Health laws and regulations in effect at the time of shipment.
16) Buyer shall have the right by written order to suspend work, change the method of shipping or packing, place of delivery, or make other changes from time to time in the services rendered or the items to be delivered by Seller on this purchase order. If such change or suspension causes an increase or decrease in the already negotiated price, an equitable adjustment will be negotiated promptly and this Purchase Order shall be modified, in writing, accordingly. Any claim by Seller under this paragraph must be made in writing within 20 days of the requested change. Buyer will have the right to inspect all Seller’s records associated with said claim. The issuance of information, advice, approvals or instruction by Buyer’s technical personnel or other representatives shall be deemed expressions of opinion only and shall not affect Buyer’s and Seller’s rights and obligations hereof unless same is in writing which is signed by a member of Buyer’s Purchasing Department, Materiel Manager or General Manager and which expressly states that it constitutes an amendment or change to this Purchase Order.
17) Seller shall package, label and ship all hazardous substances, including DANGEROUS GOODS, in conformance with all applicable federal and state laws and regulations. In addition to the application of proper shipping labels on the outside of the container, each individual container of DANGEROUS GOODS shall be marked with the applicable label. The Seller shall supply to the Buyer, Material Safety Data Sheets (MSDS) upon initial purchase of any hazardous substance. Following any revision of the MSDS, the Seller shall resubmit to the Buyer the revised MSDS with any future purchase.
18) Time is of the essence of each and every term of this Purchase Order.
19) Seller agrees that any right or remedy under the obligations assumed or imposed upon Seller under this Purchase Order shall extend without exception to any company affiliated with Buyer.
20) In the event of any breach by Seller hereunder, Seller shall be liable for reasonable attorney’s fees incurred by Buyer, as well as any damages resulting from that breach.
21) Neither this Purchase Order, nor any part hereof, may be assigned by Seller without the express written consent of Buyer.
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