Purchase Order Terms and Conditions for Suppliers to Besser - Alpena manufacturing location

1. Besser part numbers MUST be shown on your invoices.
   
   
2. All packing slips and invoices MUST show Besser purchase order number.
   
   
3. All shipments MUST contain packing slips.
   
   
4. Please acknowledge price or delivery deviations only.
   
   
5. CONTRACT: This order will become a binding contract upon receipt by Buyer of a written acceptance duly signed by Seller. Any additional or inconsistent terms or conditions of Seller's acknowledgment of this order are not binding on Buyer unless agreed in writing by Buyer. Shipment of goods or performance of services pursuant to this order shall be deemed to be an acceptance by Seller of the terms and conditions of this order.
   
   
6. DELIVERY: Time is of the essence hereof and if any goods are not delivered or services performed (within the time specified in this contract) Buyer may refuse to accept such goods or services and cancel this contract or Buyer may cause the goods to be shipped by the most expeditious means of transportation, whereupon any additional transportation charges in excess of those which would apply for the usual means of transportation shall be for the account of Seller. The risk of loss or damage in transit shall be upon Seller.
   
   
7. CANCELLATION: This contact may be modified or terminated orally. Termination will be at no cost to either party provided reasonable notice is given. Neither party hereto shall be liable to the other for default or delay in delivering or accepting goods or performing services hereunder if caused by fire, strike, riot, war, act of God, delay of carriers, governmental order or regulation, complete or partial shut down of plant by reason of inability to obtain sufficient raw materials or power or any other similar or different contingency beyond the reasonable control of the respective parties.
   
   
8. WARRANTIES AND REMEDIES: Seller expressly warrants that all supplies, materials, parts, services and work covered by this contract will conform to the specifications, drawings, samples or other description furnished or adopted by Buyer, and will be merchantable of good design material and workmanship fit for the purpose intended and free from defect. Warranty starts when supplies, materials, parts, services, and work covered by this contract are put to end use either by purchaser or upon start up by customer. Such warranties shall survive inspection, test acceptance and payment, and acceptance of this contract shall constitute an agreement upon Seller's part to indemnify and hold Buyer harmless from all claims, liability loss, damage and expense, including attorney fees, incurred or sustained by Buyer by reason of any breach of such warranty. All such goods services and work are subject to inspection by Buyer and Buyer regardless of when payment is made and without prejudice arising from any prior delivery and acceptance under this contract in addition to its other rights reserves the right to reject any part of the goods, services, or work which does not conform to this contract with an adjustment in the purchase price or require prompt correction or replacement thereof at Seller's expense, including transportation charges and labor costs. Buyer shall at all times have the right to set-off any amount owing from Seller to Buyer against any amount payable at any time by Buyer to Seller. The rights and remedies of Buyer and the warranties of Seller set forth in this contract shall not be exclusive and are in addition to any other rights, remedies and warranties provided by law or under this contract. The failure of either party to enforce any rights under this contract shall not constitute a waiver of such rights or any other rights under this contract.
   
   
9. BUYER'S PROPERTY: All equipment or material furnished to Seller by Buyer, and all drawings, blueprints, jigs, fixtures, printing plates, dies, tools, or patterns, molds, etc. charged by Seller to Buyer, shall be the property of Buyer and shall be delivered to Buyer at its written request.
   
   
10. PATENTS: Seller shall indemnify and hold Buyer harmless from all claims, liability, loss, damage, or expense, including attorney fees, for infringement or alleged infringement of any patents, or any litigation passed thereon, arising out of the sale or use of the goods furnished pursuant to this contract and Seller shall, if requested by Buyer, assume at its own expense the defense of all suits charging any such infringement.
    
    
11. INDEPENDENT CONTRACT: In the event that any goods ordered hereunder require in connection with the installation thereof, the services of a contractor engaged by Seller or a supervisor, engineer or other employee connected with or employed by Seller, and Seller agrees to furnish same, either with or without charge, such contractor, supervisor, engineer or other employee in performing such services shall not be deemed to be the agent or employee of Buyer.
    
    
12. INDEMNITY: Seller agrees to assume the defense of and to indemnify and hold Buyer harmless from any claim, liability, loss, damage, judgment or expense (including attorneys fees) made or recovered against Buyer occurring by reason of any injury, including death to any person (including agents, servants and employees of Buyer and Seller) or damage to property of any person or corporation, including the agents, servants, and employees of Buyer and Seller, arising out of or in any way relating to any negligence on the part of Seller, its agents, servants and employees in the furnishing of any goods or services contemplated hereunder.
    
    
13. INSURANCE: Seller agrees to carry Liability insurance, minimum shall be no less than $300,000 and a type acceptable to Buyer. Seller also agrees to carry Workmen's Compensation, Occupational Disease, and Employer's Liability Insurance in accordance with applicable state and federal laws. Seller shall furnish two copies of each certificate evidencing the existence of the aforementioned insurance when Seller is working on Buyer's premises. The insurance certificates for general liability shall name Buyer as an additional insured. Each certificate shall be endorsed to provide that Buyer will receive 10 days advance notice prior to cancellation or any material change. The obligation of Seller to carry such insurance shall not limit in any way Seller's liability and its obligation to indemnify Buyer as above provided for.
    
    
14. COMPLIANCE WITH LAWS: Seller warrants that in its performance of this contract it will comply with all applicable Federal, State and local laws, regulations, rulings and orders.
    
    
15. FAIR LABOR STANDARDS ACT TO BE APPROVED FOR PAYMENT ALL INVOICES MUST CARRY THE FOLLOWING CERTIFICATION: WE HEREBY CERTIFY THAT THESE GOODS WERE PRODUCED IN COMPLIANCE WITH THE FAIR LABOR STANDARDS ACT OF 1938, AS AMENDED, AND REGULATIONS THEREUNDER.
    
    
16. ASSIGNMENT: This contract may not be assigned without the written consent of Buyer and any attempted assignment thereof shall be void.
    
    
17. EQUAL EMPLOYMENT OPPORTUNITY: The Equal Employment Opportunity clause in Section 2102, Paragraphs 1 through 7 of the Executive Order 11246 as amended, relative to equal employment opportunity and the implementing Rules and Regulations of the Office of Federal Contracts Compliance are incorporated herein by Specific reference.
    
    
18. OSHA/MSHA: "Without limitations of the provision of Paragraphs 8 and 14 above, Seller expressly represents and warrants that all equipment, supplies, materials, parts, services and work covered by this contract will comply in all respects with all applicable standards, rules and regulations issued under Federal Occupations Safety and Health Act and Mine Safety and Health Act. With respect to the foregoing warranty Buyer shall be entitled to the benefits of the provisions of said Paragraph 8 with respect to (I) survival of inspection, test, acceptance and payment, and (II) indemnification." ***NOTICE...IN ACCORDANCE WITH MIOSHA ACT 154 AND OSHA PART 29, RULE 1910 1200, "HAZARD COMMUNICATION STANDARD." PLEASE SEND BESSER UPDATED "MATERIAL SAFETY DATA SHEETS" (MSDS) ON THE PRODUCTS ORDERED. THANK YOU.
    
    
19. PROPRIETARY INFORMATION: All plans, drawings, specification and the subject matter contained therein and all other information give to Seller in connection with performance on this Purchase Order involve valuable property rights of Buyer and shall be held confidential by Seller, shall remain the property of Buyer and shall not be used by Seller for any purposes other than those for which they have been prepared or supplied. Seller agrees that, as far as possible, it will keep confidential the making of this order and the terms hereof. Seller agrees not to use for publicity purposes any information as to notice of receipt of order, photographs, drawings and/or materials in connection with performance of the Order without obtaining the prior written consent of Buyer.