Purchasing
Terms
Seller's Acceptance
Acceptance of this order is limited to the terms and conditions stated in
this order. No modification will be effective and no additional or different
terms will become a part of the contract unless agreed to in writing by
Buyer's authorized representative.
Prices
Seller's prices will not be higher than stated on the reverse side hereof
unless otherwise agreed to in writing by and authorized employee of Buyer.
No charges by Seller will be allowed for transportation, reels, drums,
boxing,
crating, or other packaging unless agreed to herein. The price quoted herein
includes an allowance for all taxes levied by any government authority which
the Seller is required to pay or collect.
Deliveries
Buyer's production schedules are based upon Seller's assurance of delivery
to Buyer by the date specified on the face of this order. TIME IS OF THE
ESSENCE IN THIS AGREEMENT. If late deliveries are made Buyer may purchase
elsewhere, and/or hold Seller accountable for all damages both direct and
indirect, resulting from Seller's failure to deliver on schedule. Early
deliveries are subject to Buyer's approval.
Suspension of Delivery
Buyer will have the right to suspend shipment of all or part of this order
in the event of matters beyond its control affecting Buyer's need for the
goods ordered, without limitation acts of God, war riots, embargoes, acts of
civil or military authorities, fires, floods, nuclear incidents, quarantine
restrictions, supplier conditions, strikes, differences with workman, delays
in transportation, shortage of cars, fuel, labor or materials. Buyers will
not be liable for damages of any kind by reason of such suspensions.
Cancellation
Buyer will have the right of cancellation without having further liability
to Seller if materials or service furnished hereunder do not strictly
conform to specifications of Buyer. Buyer may also terminate this order in
whole or
in part any time for any reason whatsoever by written or telegraph notice.
Upon receipt of such a notice, Seller will to the extent directed to the
Buyer, terminate work under the Agreement and any subcontracts outstanding
hereunder and take any necessary action to protect property in Seller's
possession in which the Buyer has or may acquire an interest. The only
liability of Buyer for cancellation of this order in whole or in part is
reimbursement to Seller for all direct costs incurred by Seller for this
order as of the time of receipt of the cancellation notice, less the greater
of either any amounts received by the Seller on resale of such work in
process or the
reasonable value of such work in process. Such payment by Buyer will be in
full satisfaction of all claims which Seller may have against the Buyer
under this order of for the cancellation.
Changes
Buyer may, from time to time, without notice to any sureties or assignees,
change packing, testing, destinations, specifications and designs and may
delay delivery schedules. Seller will immediately notify Buyer of any
increases
or decreases in costs caused by such changes and an equitable adjustment in
prices or other terms hereof will be agreed upon written amendment to this
purchase order.
Blanket Purchase Orders
If the goods purchased are covered by a blanket purchase order, Seller will
not make any shipment or issue any invoices until Buyer issues a release
purchase order. Unauthorized shipments will be held at Seller's risk and
expense. A blanket purchase order authorizes Seller to produce raw materials
sufficient to meet delivery of the entire quantity of the blanket purchase
order, but only to manufacture and deliver such respective quantities at suc
respective times as is indicated on the production schedule which is made a
part of the blanket purchase order. Buyer will not be liable for
manufacturing before the time, or in excess of the quantities required to
meet the
delivery schedule.
Quantities
Shipment must equal exact amounts ordered unless otherwise agreed to in
writing by an authorized agent of Buyer.
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Warranties
Seller warrants that all materials or services delivered hereunder are free from
defects in materials, and or workmanship and conform strictly to the
specifications, drawings, or samples specified or unfurnished to Seller. To the
extent that such materials or services are not furnished pursuant to design
furnished by Buyer, they will be free from defects in design and suitable for
their intended purposes. These warranties will survive any inspection,
delivery, acceptance, payment or use by the Buyer or its customers of the
materials or services and will run to the Buyer. its successors, assigns,
customers and users of its products and each of them from and against any and al
loss, injury and damages suffered by them and against any and all suits,
proceedings in law or in equity, and any and all liability for losses, injuries
an damages, including all reasonable attorney's fees, arising out of or in
connection with any claim by any person, firm or organization, including the
Buyer, that the materials or services furnished by Seller are or were defective,
infringing or injurious in any manner.
Traffic Routing
Any losses resulting from deviation from the Buyer's routing instructions
will be charged to Seller's account and may be set off against amounts due
to Seller under this Agreement. The Buyer reserves the right to specify
routing
on all materials sold F.O.B. point of shipment. If unrouted by the Buyer,
the Seller will move the material by the most economical route.
Inspection
Final inspection will be on Buyer's premises unless otherwise agreed in
writing. Materials rejected as not conforming to the Agreement will be
returned at Seller's expense, including transportation and handling costs.
Right of Entry Statement
BPI, our customer or any Regulatory Agency shall be granted the Right of
Entry to determine and verify the quality of contracted work, records and
materials when required. This may include verification of non-counterfeit
supplies, verification of product safety standards and verification of
ethical business practices.
Damages
Buyer's liability for breach of this Agreement will not exceed the
difference between the resale price of any materials or work in process,
sold in good faith and in a commercially reasonable manner and the contract
price for such materials or work in process less expenses and costs saved in
consequence of Buyer's breach. Buyer will not be liable for any incidental,
consequential, punitive or liquidated damages or any similar type of future
or speculative damages regardless f nomenclature in legal terminology.
Buyer's Property
All material, including tools or machines, furnished or specifically paid
for by Buyer, will be subject to removal at all times without additional
costs upon demand by Buyer, will be used only for filling orders from Buyer,
will
be kept separate from other materials or tools, will be clearly identified
as the property of Buyer will be insured by Seller with loss payable to
Buyer and will be kept confidential. Seller assumes liability for all loss
or
damage, excepting normal wear and tear to such materials, and agrees to
supply detailed statements on the material as requested by buyer.
Statutory Compliance
Seller warrants that all materials and services furnished under this
contract, including the manufacture and sale thereof conform to all
applicable federal, state and local statutes, regulations and ordinances,
including the Fair Labor Standard Act of 1938 as amended. Seller further
certifies and warrants that, to the extent by law, it is in full compliance
with all of the provisions of the Equal Employment Opportunity Clause issued
under Executive Order
11246.
Waiver
No delay or failure by Buyer in exercising any rights under this Agreement
and no partial exercise thereof will constitute a waiver of any rights
hereunder. Invoice will be paid per Buyer's payment policy. Discount term
should be at the date of receipt of the invoice or the receipt of the
material, whichever is latest.
SUPPLIER QUALITY REQUIREMENTS - BPI
1000
(See Adobe PDF file below)
BPI 1000
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