FABRICATED PLASTICS LIMITED
A Denali Company
TERMS AND CONDITIONS OF PURCHASE ORDER
1. DEFINITION. In these terms and conditions, Fabricated Plastics Limited, will be referred to as the "Buyer", the Materials, articles, or services to be furnished as the "materials", and the person or firm to which this order is addressed will be referred to as "Vendor".
2. ASSIGNMENT. Vendor may not assign this purchase order without the written consent of Buyer.
3. INSPECTION. Buyer reserves the right to visit Vendor's manufacturing or other facilities at all reasonable times and places in order to inspect work in process which is the subject of this purchase order. Vendor agrees to admit to its premises such quality control personnel as may be dispatched there by Buyer and permit those representatives to make a full and complete inspection of all goods, materials, procedures, subassemblies, facilities, tooling and machines employed in producing the Items called for in this order. Vendor also agrees to reserve this right for Buyer with his suppliers and subcontractors. Payment for material on this order shall not constitute an acceptance thereof but 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 as Vendor’s property, at his risk and subject to his disposition at his expense. Material returned as defective shall not be replaced without an order.
4. PATENTS. Vendor shall indemnify and hold harmless Buyer from and against any and all claims made against Buyer, its successors and assigns, agents, customers and users of its products from and against any and all loss, damages, liability, claims, suits and demands for actual or alleged infringements of patents or patent rights in connection with material furnished by Vendor, except where such claims arise out of work and material furnished in accordance with drawings, plans and specifications provided by Buyer.
5. INSURANCE, RISK OF LOSS. All designs, tools, drawings and any other property of Buyer, while in Vendor's possession, shall be at Vendor’s risk against loss or damage from all hazards. Should Vendor be required to come upon the premises of Buyer or others in performance of work covered by this purchase order, Vendor agrees to indemnify and protect Buyer against all liabilities, claims or demands for injuries or damages to any person or property arising out of the performance of the work covered hereby; and Vendor shall furnish Buyer with certificates of ample workmen’s compensation, public liability and property damage insurance.
6. VARIATION IN QUANTITY. Unless authorized by additional purchase order or change order, any variation in the quantities herein called for will not be accepted.
7. VARIATION IN PRICE. If any variation in price from that shown on the face of this purchase order exists, this fact must be indicated on the acknowledgment copy hereof. The different price and this purchase order will not be effective until Buyer issues its change order (or a new purchase order is issued) approving such price.
8. VARIANCE FROM SPECIFICATIONS. Any variation from specification requirements must be noted on the Acknowledgment copy hereof. No variation is accepted until a change order is issued approving it.
9. WARRANTIES. Vendor warrants that all material covered by this order will conform to the specifications, drawings, samples or other description furnished or adopted by Buyer, and will be of good material and workmanship and free from defects for a period of one year from date of receipt of material by Buyer or as modified herein. Vendor will replace or repair nonconforming materials.
10. CANCELLATION. Buyer may cancel this order for any one of the following reasons: (a) Failure of Vendor to use due diligence to perform as specified; (b) failure of Vendor to deliver as specified, unless due to causes beyond control of Vendor arising subsequent to acceptance of purchase order and providing Vendor gives notice in writing to Buyer of existence of cause within five days after Vendor has acknowledge thereof, and Buyer and Vendor mutually agree to extend delivery time; (c) in the event of any proceedings in bankruptcy, insolvency or receivership involving the property of Vendor necessary for performance hereof; (d) if this purchase order covers materials which are to be used in performance of a Canadian Government contract or order; on purchase orders for such materials, Vendor's rights and obligations shall be governed by the terms of the particular Government contract or order, except as modified herein; (e) the cancellation of an order or contract placed with Buyer by a third party principal for materials or services included in this order.
11. FEDERAL LAWS. This purchase order shall be subject to all federal laws and regulations concerning confidential information, employment of aliens, espionage, sabotage, and subversive activities, employment conditions, anti-boycott, trade sanctions, anti-kickback, and equal employment opportunity, labor rates and manufacturing requirements, renegotiation, audit, and contract termination conditions and, when marked "For Government Order" any other federal laws or regulations applicable to Canada and the United States Government contracts and orders.
12. SAFETY & HEALTH. Seller, by accepting this order, certifies that the goods or services furnished hereunder are in full compliance with all applicable provisions of the Occupational Safety and Health Act of 1970, as amended, and all applicable standards issued pursuant thereto, including those referenced in that Act but issued under other legislation.
13. FREIGHT. Additional freight costs resulting from Vendor's inability to ship complete order as a single shipment are for the Vendor's account unless partial shipments are specifically authorized by the Buyer.
14. ACCEPTANCE. This purchase order is issued subject to prompt execution and return of the acknowledgment copy hereof. This purchase order will not be valid until acknowledged without reservation or exception by Seller, or Seller has shipped all or part of goods ordered herewith, which said shipment shall constitute acceptance hereof without reservation.
15. ENTIRE ORDER. This purchase order, including these terms and conditions, the specifications hereto and any additional terms and conditions incorporated into and attached hereto, constitutes the sole and entire agreement between the parties hereto. The Vendor's quotation is incorporated and made a part of this purchase order only to the extent of specifying the nature and description of the goods and services ordered, and then only to the extent that such items are consistent with the other terms of this purchase order. No other terms or conditions shall be binding upon Buyer unless accepted by it in writing.
16. PAYMENTS/INVOICING. Payments may be withheld or portions thereof deducted from amounts due by Buyer if Buyer determines that Vendor failed to perform in accordance with this order and Buyer may offset any amounts owed by Buyer relating to this order or in any other transaction between Buyer and Vendor.