1. The term “Purchaser” as herinafter used, means Edgerton Forge, Inc. and the term “Seller” means the person, firm or corporation from whom the goods and services specified on the reverse side hereof has been ordered.
2. This form, when properly signed and bearing an order number, is the only form which will be recognized by Purchaser as authority for charging sale of merchandise to its account.
3. Seller shall properly package all merchandise for safe shipment to the Purchaser and a notice of shipment shall be sent by Seller to Purchaser at the time the merchandise described on the reverse side hereof is shipped which shall state the number of the order, the kind of merchandise, the Seller’s name and the route by which the shipment is being made. Delivery shall be made with shipping charges prepaid to F.O.B. point specified on the face of this purchase order at which point title to the purchased goods shall pass to the buyer.
4. If this order calls for payment of any transportation charged by the Purchases, Purchaser shall in no event be liable or accountable for any amount in excess of the actual costs of transportation. Seller shall be accountable for any excess transportation charges arising from Seller’s failure to make delivery to the F.O.B. point or to follow shipping instructions specified on the face of this order.
5. If the merchandise covered by this order is standard stock merchandise, Purchaser, at its option, may cancel at any time any un-shipped portion of this order without further obligation hereunder, except to make payment, subject to other applicable terms hereof for the merchandise actually shipped prior to such cancellation. If this order covers merchandise manufactured or fabricated to Purchaser’s specifications or specifications especially prepared by Seller for Purchaser, then at any time prior to delivery of all merchandise covered hereby, Purchaser, at its option may cancel this order, in whole or in part, by written or telegraphic notice to Seller, and in such event the following provisions shall govern and control:
- Upon the effective date of such cancellation Seller shall stop all work in connection with this order, except as otherwise directed by Purchaser;
Purchaser shall pay Seller’s actual and direct out-of-pocket costs to the date of such cancellation, including Seller’s expense in connection with cancellation of any subcontracts, all as approved by Purchaser, plus 6% of such costs, provided, however, that in no event shall the total amount be paid upon such cancellation, plus payments previously made, exceed the lesser of (1) the total aggregate purchase price specified herein; or (2) that proportion of the aggregate total purchase price specified herein that the work actually performed hereunder to the date of cancellation bears to the entire work to be performed hereunder.
- On such payment the materials or uncompleted portions of work shall become the property of the Purchaser and shall be subject to its disposition.
None of the above provisions of this Article 5 relating to payment upon cancellation shall apply in the event that at the time notice of cancellation is given.
- Seller is in default in delivery or otherwise or has breached any terms or conditions of this order. In the event of any such default or breach, Purchaser shall have the right to terminate this order in whole or in part and Purchaser may procure elsewhere merchandise similar to the merchandise as to which this order is so terminated and Seller shall be liable for any costs for such similar merchandise in excess of the price or prices specified herein, provided, that Seller shall continue the performance of this order to the extent not terminated by Purchaser. In addition to the rights provided above. Purchaser may exercise any other rights or remedies provided by law or under this order for any such default or breach by Seller.
6. Seller agrees that will merchandise delivered pursuant to this order shall be produced, sold and delivered to Purchaser in compliance with all applicable laws and regulations, including without limitation the Fair Labor Standards Act, as amended, and Executive Order No. 10925, and that the prices for such merchandise are not in excess of any applicable price established by law or government regulation. Seller promises to give written, signed certification in the following words, or words substantially equivalent thereto, which will appear on the invoice or some other document arriving with the merchandise:
“We hereby certify that the goods covered by this invoice were produced in compliance with all applicable requirements of the Fair Labor Standards Act, as amended, including Sections 6, 7, and 12 thereof, the regulations and orders of the United States Department of Labor issued under Section 14, thereof, and the applicable provisions of the Executive Order No. 10925 including Part III, Subpart A, Section 301 thereof.”
7. Irrespective of any prior payment therefore, all merchandise hereby ordered is subject to inspection and testing by Purchaser within a reasonable time after arrival at the ultimate destination. If upon inspection or testing such merchandise is found to be unsatisfactory, defective, or inferior quality or workmanship or fails to meet any guarantees or operating or other specifications contained herein or any other requirements of this Purchase Order, then without prejudice to any other rights or remedies. Purchaser may return the merchandise or any part thereof to Seller, and all amounts theretofor paid by Purchaser to Seller on account of the purchase price of such returned merchandise, together with any costs incurred by Purchaser in connection with the original delivery or return of such merchandise shall be repaid to Purchaser by Seller. Neither the inspection nor acceptance of merchandise shall release the Seller from any of the warranties or other provisions of this order.
Purchaser reserves the right, even after it has paid for and accepted said merchandise, to make a claim against Seller on account of any merchandise hereby ordered which does not prove to be satisfactory or is defective.
8. Time is of the essence in performance of this contract. In accepting this order, or making any deliveries hereunder, Seller agrees to all of the terms and conditions stated on this Purchase Order form and agree to perform this order and make deliveries hereunder as required hereby. This Purchase Order, together with any written documents which may be incorporated by Specific reference, constitute the entire agreement between the parties and supersedes all previous communications between them, either oral or written, to the extent that such communications conflict with this order. All such previous communications are hereby abrogated and withdrawn, and no stipulations, representations or agreements by Purchaser or any of its officers, agents or employees shall be binding on the Purchaser unless reduced to writing in this Purchase Order or incorporated herein by reference as above provided and no local, general or trade customs shall after or vary the terms hereof.
9. WARRANTY – Seller expressly warrants that all articles, material and work covered by this order will conform to the drawings, specifications, samples or other description furnished by the Purchaser, and will be fit and sufficient for the purpose intended, merchantable, of good material and workmanship and free from and other defects. This warranty shall see to the Purchaser, its successors, assigns and customers, and the ultimate user of its product.
10. DISCOUNT – Discount date, or due date, will be calculated from the date invoice is received by Buyer, acceptable in accordance with these purchase order terms and instructions.
11. APPLICABLE LAW – The interpretation of this contract shall be governed by the law of the State of Ohio.
12. TAXES – Seller shall pay all applicable taxes on goods and services covered by this Purchase Order and shall save the Purchaser harmless and shall indemnify Purchaser from any penalties, expenses or damages resulting from failure to pay applicable taxes.
13. In the event any article sold and delivered hereunder shall be covered by any patent, copyright, or application therefore, Seller will indemnity and save harmless Purchaser from any and all loss, cost or expenses on account of any and all claims the suits, or judgments on account of the use or sale of such article in violation of rights under such patent, copyright or application.
14. In the event any article sold and delivered hereunder shall be defective in any respect whatsoever, Seller will indemnify and save harmless Purchaser from all loss or the payment of all sums of money by reason of all accidents, injuries, or damages to persons or property that may happen or occur in connection with the use or sale of such article and are contributed to by said defective condition.
15. If Seller performs services or constructs, erects, inspects or delivers hereunder. Seller will indemnity and save harmless Buyer from all loss or the payment of all sums of money by reason of all accidents, injuries, or damages to persons or property that may happen or occur in connection therewith.
16. Purchaser reserves the right to place in Seller’s plant, at Purchaser’s expense, and inspector, or inspectors who shall be permitted to inspect before shipment, or during the process of manufacture, any material on this order.
RIGHT OF ENTRY – LAW PRIME CONTRACTOR’S REQUIREMENTS, EDGERTON FORGE AND ALL EFI VENDORS SHALL BE SUBJECT TO SUREILLANCE AT ANY TIME BY PURCHASER, GOVERNMENT OR EFI. SURVEILLANCE MAY INCLUDE BUT SHALL NOT BE LIMITED TO: FABRICATION, PROCESSING, RAW MATERIAL ASSEMBLY, COMPUTER SOFTWARE, TECHNICAL INFORMATION ETC. INSPECTION SHALL HAVE UNRESTRICTED ACCESS TO ABOVE, IF SO REQUIRED, THIS RIGHT OF ENTRY SHALL BE EXTENDED TO FAA PERSONAL.