GENERAL TERMS AND CONDITIONS OF PURCHASE
1) TERMS This purchase order constitutes the exclusive statement of Twinco’s offer to seller to purchase the goods and supersedes any previous written communications or understandings between the parties. Any additional or different receipt of this order or in any other writing are hereby objected to and shall be void unless expressly agreed to in writing by Twinco.
2) ACCEPTANCE Acceptance by seller of Twinco ‘s order under the terms and conditions stated hereon shall be indicated by either written acceptance or commencement of performance pursuant to this order.
3) DELIVERY AND INSPECTION Time and rate of deliveries are of the essence of this order. Twinco reserves the right to make final inspection of the goods after receipt by Twinco and to cancel the order and reject the goods upon any default by seller in meeting or satisfying delivery dates, scheduled amounts, or Twinco’s specifications for quality. Goods shipped in advance of delivery schedule or unauthorized partial shipments may be rejected or returned to seller at seller’s expense.
4) PACKING & SHIPMENT Unless otherwise agreed, all goods shipped hereunder shall be in new and unused condition. All items shall be packed by seller in suitable containers for protection in shipment and storage. No charge shall be made for cartons, wrappings, boxing, crating, delivery, drainage or other cost, unless authority for such charge is expressly incorporated in this order. The goods must be packed and shipped in conformity with tariff or classifications so as to secure lowest possible freight charges. All goods must be shipped via any particular route specified by Twinco’s request and pursuant to Twinco’s instructions, seller shall obtain insurance for all or part of the goods ordered hereunder for material sold f.o.b. point of origin, except parcel post deliveries, where prepaid transportation charges are authorized. These charges have to be shown on invoices separately and should be accompanied by the original freight bill or a copy of a bill of lading. If the inclusion of prepaid transportation charges makes it impossible for seller to render its invoice within 24 hours of shipment, an invoice for the material should be rendered at once and a separate invoice to cover transportation charges sent promptly thereafter.
5) PAYMENT Unless otherwise agreed to in writing by Twinco, payment shall be made to seller thirty (30) days after receipt of invoice and goods by Twinco, provided however, that payment shall not constitute acceptance of the goods or impair Twinco’s right of inspection. No C.O.D. payment terms shall be valid without Twinco’s prior written consent.
6) PRICES Seller’s prices for the goods ordered shall not be higher than those stated hereon. In the event that this order does not state price, Twinco will not be bound to any price to which it has not expressly agreed to in writing.
7) TITLE TO GOODS Title to all goods purchased hereunder shall pass directly to Twinco from the seller at the point of delivery specified hereon.
8) TAXES All applicable federal, state and local taxes shall be stated separately on seller’s invoice.
9) WARRANTY Unless otherwise expressly agreed to in writing, seller warrants the goods to be free from defects in material and workmanship, under normal use and service to conform to the specifications., drawings, or samples specified or furnished by Twinco, and to be fit for the purposes intended. This warranty shall apply to Twinco, its subsidiaries and affiliates, their respective customers, and any user of the goods.
10) PATENTS, TRADEMARKS, AND GENERAL INFORMATION Seller shall defend and hold harmless Twinco, its subsidiaries and affiliates, and their respective customers from all expenses, liabilities and losses of any kind (including attorney fees) growing out of claims, suits or proceedings alleging any patent, trademark, or copyright infringement arising from the manufacture, sale or use of the goods ordered here under. Seller shall further indemnity and hold harmless Twinco, its subsidiaries and affiliates, and their respective customers, from all other liabilities, including attorney’s fees, arising from the manufacture, sale or use of the goods.
11) DESIGNS, TOOLS, ETC. FURNISHED BY TWINCO Any drawings, data, tools, designs, equipment software programs or other property supplied by Twinco to seller in connection with this order shall remain Twinco’s property such property shall be used exclusively in connection with the goods ordered hereunder, maintained in first class condition, and returned by seller to Twinco at the termination of this contract, or earlier should Twinco so request, further, any data, software or other technical information shall be held in confidence by seller and shall not be reproduced or disclosed to others without Twinco’s prior written consent.
12) RIGHT TO INSPECT PRODUCTION To insure manufacture in conformity with Twinco’s specifications and adequate quality control, Twinco shall have the right at any time during normal business hours to inspect seller’s premises and operations which pertain to the goods ordered hereunder.
13) NOTICE OF LABOR DISPUTES AND INABILITY TO DELIVER In the event of a labor dispute or other contingency or event which affects seller’s ability to deliver the goods as ordered hereunder, seller shall immediately notify Twinco thereof in writing. Should said dispute, contingency or event in Twinco’s reasonable judgement, materially impair the value of this contract, without prejudice to any other right or remedy, Twinco may cancel all remaining deliveries under this order.
14) CHANGE ORDERS Twinco shall have the right at any time by written change order to make changes in any one or more of the following (1) quantity of goods to be delivered, (2) method of shipping or packing,.(3) drawings, designs or specifications, (4) place of delivery and (5) delivery schedules. If any such change order causes an increase or decrease in the cost of or the time required for performance of the work under this order an equitable adjustment shall be made in price and/or delivery schedule, and this order shall be modified accordingly.
15) ASSIGNMENTS AND SUBCONTRACTS This order is not subject to transfer or assignment except that the right to received monies due/or to become due hereunder may be assigned upon prior written approval of Twinco, seller shall not without the written approval of Twinco make any contract with any other party for furnishing any of the completed or substantially completed articles, spare parts, or work ordered hereunder.
16) GOVERNMENT CONTRACTS If a government contract number appears on the face hereof, this order constitutes a subcontract subject to the provisions of any act of congress heretofore or hereafter enacted which provides for the renegotiation of contracts and subcontracts and shall be deemed to contain all the provisions required by such acts. The seller’s records shall be subject to audit any authorized government representative in accordance with applicable laws and regulations.
In the event of termination of the prime contract by the government, settlement shall be made in accordance with the provisions thereof. A copy of the termination clause will be made available upon request. These conditions should be incorporated in any purchase order placed by seller in connection with this order.
The seller also certifies that the services, materials, or equipment supplied under this purchase order shall comply with all applicable requirements of the occupational health and safety act of 1970. As amended, and including all regulations adopted pursuant in such act acceptance by the seller of this purchase order shall constitute certification of compliance.
17) SEVERABILITY Should any of the individual paragraphs of these Terms and Conditions be found by a court of competent jurisdiction to be wholly or partly invalid, the remaining paragraphs will nonetheless be valid.
18) APPLICABLE LAW The right and obligations of Twinco and Buyer hereunder shall be governed by the laws of the State of New York, except that the United Nations Convention on Contracts for the international Sale of Goods shall not apply.
19) ARBITRATION Except as to any disputes regarding determination of the Settlement Amount that may be referred to umpire by mutual consent of the parties, any controversy of claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
20) STENOGRAPHER ERRORS Stenographic and clerical errors are subject to correction.