Terms & Conditions of Purchase

Hydro Fitting Manufacturing Corporation

TERMS AND CONDITIONS OF PURCHASE 

  1. Unless otherwise indicated, material is purchased for resale and not subject to sales tax.
  2. EXTRA CHARGES: No charges of any kind, including charges for boxing or cartage will be allowed without Buyer’s prior written agreement.
  3. REJECTIONS: Any articles or materials found at any time to be defective in material or workmanship or otherwise not in conformity with the requirements of this order may be rejected and returned at Seller’s expense. No replacement of rejected goods shall be made without written authority.
  4. Acceptance of this order must be acknowledged. Acceptance of this order constitutes acceptance of all conditions herein stated.
  5. CONTRACT: The contract resulting from the acceptance of this order is to be construed according to the laws of the State from which this order was issued as shown by the address of Buyer, which is printed on the face of this order. This contract is non-assignable by Seller.
  6. DELIVERY SCHEDULES: Deliveries are to be made both in quantities and at times specified in schedules furnished by Buyer. Buyer will have no liability for payment for material delivered to Buyer which are in excess of quantities specified in the delivery schedules. Buyer may from time to time change delivery schedules or direct temporary suspension of scheduled shipments. Seller understands that Buyer depends upon prompt delivery by Seller at the time specified in schedules furnished by Buyer in order to comply with Buyer’s contractual obligations to other parties.
  7. EXCUSABLE DELAYS: Seller shall not be liable for delays or defaults in deliveries due to causes beyond its control and without its fault or negligence. If at any time Seller has reason to believe that deliveries will not be made as scheduled, written notice setting forth the cause of the anticipated delay will be given immediately to Buyer.
  8. Buyer reserves the right to cancel order if not filled within the time and in accordance with specified terms. In of the event orders call for partial shipments, balance may be cancelled or suspended by Buyer if shipments are not made on specified date.
  9. All purchases are understood to be F.O.B. destination unless otherwise specified.
  10. Seller assumes responsibility for all over-shipments above 5% made without prior written approval. Buyer reserves the right to reject and return at Seller’s expense, all materials in excess of this amount.
  11. Mail invoices, bills of lading, reports for materials shipped, chemical and physical reports, if required, immediately when shipment is made.
  12. RECORD RETENTION – Record retention is 10 years unless otherwise specified on the purchase order.
  13. The quantities, prices, terms, conditions or other pertinent specifications of this order shall not be changed except by Buyer’s written authorization. No agreement or other understanding in any way modifying the conditions of this contract resulting from acceptance of this purchase order will be binding upon the Buyer unless made in writing and signed by Buyer’s authorized representative.
  14. It is agreed that all goods shipped shall comply with all Federal, State and other laws, and Government regulations.
  15. Packing slips showing contents, part number, and order number must be enclosed with each shipment.
  16. Buyer will not be responsible for deliveries made by messengers or courier without proof of receipt by Buyer’s receiving department.
  17. Seller agrees not to use any designs, tools, patterns, drawings and any other information or equipment made for or furnished by Buyer in the manufacture or design of any other articles or materials for any other Buyers, nor for the manufacture of larger quantities than herein specified, without the prior written consent of the Buyer. All patterns, tools and fixtures made for this order shall become the property of the Buyer, unless Buyer otherwise agrees or directs and may be recalled after completion of this order. Buyer assumes no responsibility for tools and fixtures furnished.
  18. WARRANTY: Seller expressly warrants that all the materials and work covered by this order will conform to the specifications, drawings, samples or other description furnished or specified by Buyer and will be merchantable, of good material and workmanship and free from defects. Seller expressly warrants that all the material covered by this order, which is the product of Seller or is in accordance with Seller’s specifications, will be fit and sufficient for the purpose intended. All material must meet latest governing Government specifications.
  19. CANCELLATION: Buyer reserves the right to cancel all or any part of the undelivered portion of this order if Seller does not make deliveries as specified in the schedules, or if Seller breaches any of the terms hereof including the warranties of Seller.

  20. INSPECTION: All material shall be received subject to Buyer’s inspection and rejection. Defective material or material not in accordance with Buyer’s specifications will be held for Seller’s instruction and at Seller’s risk. If Seller so directs, defective material will be returned at Seller’s expense. No goods returned as defective shall be replaced without a new order. Payment for materials on this order prior to inspection shall not constitute an acceptance thereof.

  21. Seller is subject to all quality system, production, inspection and test requirements applicable to sub-tier organizations including Buyer, Buyer’s customer or regulatory authority Right of Access, upon request, to confirm compliance with and implementation of all applicable portions of AS9100, AC7112 and AC7112 slash sheets.

    1. FLOW DOWN SELLERS SHALL FLOW DOWN REQUIREMENTS LISTED ON PURCHASE ORDERS INCLUDING CUSTOMER REQUIREMENTS TO THEIR SUPPLY CHAIN AND SUB-TIER SELLERS.
    2. CHANGES SELLER SHALL NOTIFY THE ORGANIZATION OF CHANGES IN PRODUCT AND/OR PROCESS, SELLERS, MANUFACTURING FACILITY LOCATIONS AND WHEN REQUIRED, OBTAIN ORGANIZATION APPROVAL FOR SUCH CHANGES.
    3. NON-CONFORMING MATERIAL SELLER SHALL CONTROL NON-CONFORMING PRODUCT TO PREVENT THE PRODUCT FROM LEAVING THE FACILITY UNLESS OTHERWISE APPROVED IN WRITING. IN THE EVENT PRODUCT IS IDENTIFIED AS NON-CONFORMING AFTER THE PRODUCT HAS BEEN SHIPPED, SELLER SHALL PROVIDE NOTIFICATION OF SUCH ESCAPE UPON DETECTION OF NON-CONFORMANCE. IN THE EVENT OF AN ESCAPE, BUYER WILL CONTACT SELLER FOR NON-CONFORMING PRODUCT DISPOSITION INSTRUCTIONS.
    4. RECORD RETENTION SELLER SHALL RETAIN ALL RECORDS PERTAINING TO MATERIAL/ MFG PROCESS SPECIAL PROCESSES, TEST AND INSPECTION FOR A MINIMUM OF 10 YEARS OR AS REQUIRED BY THE CUSTOMER. CHANGES TO THIS REQUIREMENT SHALL BE NOTED ON THE PURCHASE ORDER. ADDITIONAL QUALITY REQUIREMENTS MAY APPLY WHEN REFERENCED ON THE PURCHASE ORDER.
    5. RIGHT OF ENTRY THE BUYER AND BUYER’S CUSTOMER, AND THEIR CUSTOMERS, OR ANY APPLICABLE REGULATORY AGENCY WILL HAVE THE RIGHT TO ENTER THE SELLER’S FACILITY TO PERFORM INSPECTION OR TO ENSURE COMPLIANCE TO THE CONTRACT.
    6. ETHICAL BEHAVIOR - THE SELLER IS RESPONSIBLE FOR IMPLEMENTING A CODE OF ETHICS WITHIN ITS ORGANIZATION; AND ENSURING ALL OF ITS EMPLOYEES ARE AWARE OF SUCH REQUIREMENTS. BUYER HAS INSTILLED A CODE OF ETHICS WHICH HAS BEEN COMMUNICATED THROUGHOUT THE ORGANIZATION.
    7. COUNTERFEIT - SELLER IS RESPONSIBLE FOR THE IMPLEMENTATION OF A COUNTERFEIT PROGRAM TO ENSURE ALL PRODUCTS DELIVERED TO BUYER INCLUDE THE PROPER TRACEABILITY TO THE ORIGINAL MANUFACTURER.
    8. PRODUCT SAFETY - SELLER IS RESPONSIBLE FOR THE PROPER PROCESSING OF THE PRODUCT, PRIOR AND DURING SHIPMENT TO BUYER, TO PREVENT ANY POTENTIAL DAMAGE TO THE PRODUCT. SELLER IS ALSO RESPONSIBLE TO ENSURE PRODUCT SAFETY IS TAKEN INTO ACCOUNT WHEN PROCESSING THE PRODUCT FOR ANY TESTING AND VALIDATION ACTIVITIES.
    9. SELLER PERFORMANCE - SELLER IS MONITORED FOR QUALITY AND DELIVERY WITH A GOAL OF 97% OR BETTER. CORRECTIVE ACTIONS MAY BE ISSUED IF THE SELLERS DO NOT MAINTAIN THE REQUIRED PERFORMANCE LEVEL FOR 2 CONSECUTIVE QUARTERS.
  22. CHANGES IN SPECIFICATIONS: Buyer reserves the right at any time to make changes in drawings and specifications as to any material and/or work covered by this order. Any difference in price or item for performance resulting from such changes shall be equitably adjusted and contract modified in writing accordingly.
  23. MATERIAL FURNISHED BY BUYER: Any material furnished by Buyer shall be deemed as held by Seller upon consignment unless furnished on a charge basis in connection with this order. All such materials not used in the manufacture of the products covered by this purchase order shall, as directed, be returned to Buyer at Buyer’s expense. If such material is not accounted for or so returned, it shall be paid for by Seller. All such materials including, but not limited to, tools, dies, gauges, jigs, fixtures, etc... owned by Buyer, shall be fully insured by Seller against loss by fire, or extended coverage.
  24. TOOLS: Unless otherwise herein agreed, Seller at its own expense shall furnish, keep in good condition and replace when necessary all dies, tools, gauges, fixtures and patterns necessary for the production of the material ordered. The cost of changes in the aforementioned items necessary to effect design or specification changes ordered by Buyer shall be paid for by Buyer. Buyer has the option, however, to take possession of and title to any dies, tools, gauges, fixtures and patterns that are special for the production of the materials covered by this order and shall pay to Seller the unamortized cost thereof; provided, however, that this option shall not apply if the material hereby ordered is the standard product of Seller or if a substantial quantity of like material is being sold by Seller to others.
  25. REMEDIES: The remedies herein reserved shall be cumulative, and additional to any other or further remedies provided in law or equity. No waiver of a breach of any provision of this contract shall constitute a waiver of any other breach or waiver of any other provision.
  26. PATENTS: By accepting this order, Seller guarantees the material hereby ordered and the sale or use of it will not infringe on any United States or foreign Letters Patent. Seller agrees to defend, protect and hold harmless Buyer, its successors, assignees, customers, and users of its products against all suits at law or in equity and from all damages, claims and demands for actual or alleged infringements of any patent by reason of the sale or use of the material ordered.
  27. INSURANCE: If this order covers the performance of labor for the Buyer, the Seller agrees to indemnify and protect the Buyer against all liabilities, claims, or demands for injuries or damages to any person or property growing out of the performance of this contract. Acceptance of this order by Seller constitutes proof of the following insurance coverage: Public Liability, Property Damage and Workers’ Compensation. Seller further agrees to furnish to Buyer insurance carriers certificates upon request. Buyer’s failure to request proof of Seller’s insurance does not waive insurance coverage requirements. ADVERTISING: Seller shall not, without first obtaining the written consent of Buyer, in any manner, advertise or publish the facts that Seller has contracted to furnish Buyer the material herein ordered. Failure to observe this provision, Buyer shall have the right to terminate the contract resulting from the acceptance of this order without any obligation to accept deliveries after the date of termination or to make further payments except for the completed articles delivered prior to termination.
  28. INSOLVENCY: Buyer may forthwith cancel the contract resulting from the acceptance of this order in the event of any of the following: Insolvency of the Seller; the filing of a voluntary petition in bankruptcy; the filing of involuntary petition to have Seller declared bankrupt, provided it is not vacated within thirty (30) days from the date of filing; the appointment of a Receiver or Trustee for Seller provided such appointment is not vacated within thirty (30) days form the date of such appointment; the execution by Seller of an assignment for the benefit of creditors.
  29. FAIR LABOR STANDARDS ACT: Seller agrees, in connection with the production of the articles specified herein, to comply with all applicable rights and protections established by subsections (a)(1) and (d) of section 6, section 7, and section 12(c) of the Fair Labor Standards Act, as Amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.
  30. PRICE REGULATIONS: By the acceptance of this order, the Seller represents that to the best of his knowledge and belief, the prices charged herein are not in excess of the prices provided by the applicable prevailing price regulations of the Economic Stabilization Agency or its successor and that in the event it is subsequently determined that the prices charged herein are in excess of the prices provided in the applicable regulations of the Economic Stabilization Agency or its successor the Seller agrees to refund such excess plus interest computed at 4% per annum.
  31. This order is subject to the provision of the Armed Services Procurement Regulation 8-706.
  32. In accepting this order, Seller agrees to provide equal employment opportunity in connection with all work performed under contract with Federal Government in accordance with national policy. Seller further agrees not to discriminate against any employee or applicant for employment because of race, color, religion or national origin.
  33. Walsh-Healy Public Contracts Act Provisions apply for all orders over $15,000.00 (Labor Standards clause specified in 29 CFR for Federal Service Contracts for all orders over $2500.00). “I hereby certify that amounts invoiced herein do not exceed the lower of (1) The contract price, or (2) Maximum levels established in accordance with executive order 11616 dated August 15, 1971. (1)
  34. Time is of the essence of this purchase order and the contract resulting therefrom.
  35. In the event of a delay in performance, breach or repudiation of this purchase order or the contract resulting therefrom by Seller, Buyer shall be entitled to recover as consequential and special damages, in addition to all other rights granted by the Uniform Commercial Code, all profit lost and penalties suffered on contracts between Buyer and a third party for the sale of products which were to be manufactured by Buyer with materials to be supplied by Seller under this Purchase Order and the contract resulting therefrom.
  36. These standard terms and conditions are hereby incorporated into all purchase orders issued to Seller by Buyer and to all contracts entered into by and between Seller and Buyer superseding conflicting terms of such orders and contracts.) These standards and terms may be modified or changed only through a separate written agreement signed by all parties thereto.