Purchase Orders/Contract Terms and Conditions-RILLC-TC2014
- This purchase order/Contract constitutes the entire agreement between Wulus Distribution (Buyer) and Seller regarding the subject matter hereof and supersedes all provisions in any prior offer, quotation or proposal by Seller. It may be amended only by written change orders signed by Buyer. By acknowledging receipt of this order or by shipping the goods or performing the services called for by this order, Seller agrees and accepts the terms and conditions contained herein. Buyer shall not be bound to any other purchase order/Contract terms or any order confirmation terms unless signed by Buyer.
- If prices are omitted on the face of this order, Seller’s prices are subject to Buyer’s written approval attached to the face of this order.
- Seller shall pay all shipping, packing and cartage costs unless otherwise shown on the face of this order or agreed prior to order processing. The goods shall be packed and shipped by Seller in accordance with Buyer’s instructions and good commercial practice to ensure against damage from weather or transportation.
- For international orders and contracts in which the buyer (Wulus Distribution) agreed to be responsible for freight, our designated carrier for small packages is DHL EXPRESS and our designated carrier for large freight shipments is DHL GLOBAL FORWARDING. The seller must work with our designated carriers with no exceptions and all documentations/Paperwork required by the carriers must be timely provided when requested for speedy processing and pick-up of our shipments. Any delays in adhering to this above will constitute grounds for a breach of contract with the resultant contract termination for cause
4. PAYMENT OF DISCOUNTED INVOICES.
- Buyer shall receive and Seller authorizes Buyer to take Seller’s usual discounts on invoices received from Seller (a) between the 1st and the 15th of the month if paid by the 25th of the same month, (b) between the 16th and the end of the month if paid by the 10th of the following month. Payment of Seller’s invoices shall be subject to subsequent adjustment for shortages and for allowance for articles rejected and expense of rework incurred by Buyer. Under no circumstances will Buyer pay interest charges resulting from late payment of Seller’s invoices.
- Buyer may at any time make changes to this order as Buyer deems necessary. If any such change causes an increase or decrease in Seller’s cost, Seller shall within 15 days submit a detailed cost breakdown showing the reasons for such increase/decrease. If any such change affects delivery, Seller shall also within 15 days notify Buyer in writing of the new delivery schedule and the reasons for such change. Any change will only be authorized by written amendment to the basic purchase order signed by Buyer and attached to the original order. Nothing herein shall excuse Seller from processing with the order as changed.
6. TIME IS OF THE ESSENCE.
- Time is of the essence. If deliveries are not made at the time specified, Buyer reserves the right to cancel, or require that delivery be made by express air freight at Seller’s cost, or purchase the goods and/or services elsewhere and hold Seller accountable therefore.
- Buyer may terminate this purchase order/Contract at any time and for any reason by written notice to Seller. In the event of termination for cause, Buyer shall have no liability whatsoever to Seller. Delivery of poor quality product determined after reasonable quality inspection by buyer or buyers customer will result in immediate termination and a full refund of any payments made to the seller
8. PROPRIETARY INFORMATION.
- Buyer shall at all times have title to all drawings, specifications and other documents furnished by Buyer hereunder. Seller shall hold them in confidence and use the same only to the extent necessary for execution of this purchase order and shall, upon Buyer’ request, promptly return to Buyer all copies of the same.
9. BUYER-FURNISHED MATERIAL.
- When buyer furnishes material for this order, no scrap allowance will be allowed without Buyer’s express written agreement. Additional material supplied as a result of Seller’s spoilage will be charged to Seller at Buyer’s cost plus handling. Such charges may be deducted from any amounts due Seller. Spoiled and unused material shall be returned F.O.B. Buyer’s plant, or a credit allowed at prevailing market prices, at Buyer’s option. Seller will promptly furnish Buyer, upon request, a detailed inventory of all materials belonging in Seller’s possession
10. UNAUTHORIZED REWORK.
- Under no circumstances is the Seller permitted to use substitute material, to replace defective articles or to repair or rework them, by welding or otherwise without Buyer’s written permission.
- Assignment by Seller of this order or any part thereof without written consent of Buyer shall be void.
12. SPECIAL TOOLING.
- Designs, tools, jibs, dies, forgings, fixtures, templates, patterns and drawings (the “tools”) furnished by the Buyer and tools made or acquired by Seller for performance of Buyer’s order, the cost of which is separately quoted or amortized in the unit price, shall remain or become the property of Buyer. Such tools shall be used exclusively for production under Buyer’s orders.
- Buyer shall not be obligated to reimburse Seller for the cost of any tools, unless specifically agreed to in writing by Buyer.
- When charges paid by Buyer for tools do not convey title, they shall be used exclusively for production under Buyer’s orders during their useful life or until otherwise disposed of by mutual written agreement. Seller will supply goods made from such tools in such quantity as buyer may, from time to time, require under this or future orders. In the event Seller is unable or fails to supply such goods, and Buyer has paid for such tools, Buyer shall have the option of purchasing such tools from Seller without delay at original market cost.
- Reproducible drawings for tools to be made or acquired by Seller for performance of Buyer’s order shall be submitted to Buyer for written approval prior to the manufacture or acquisition of such tools.
- Seller will maintain the tools in first-class condition and will make replacements where necessary. Seller will not make any alterations in such tools without Buyer’s specific written authorization. Seller shall be responsible for all loss or damage to such tools while in Seller’s possession. Upon completion or cancellation of this order, such tools shall be disposed of as Buyer shall direct in writing to Seller.
- Tools made or acquired by Seller for performance of Buyer’s order, the cost of which is chargeable to Buyer, shall be separately identified by Seller as directed by Buyer. Payment for such tools will not be made until acceptable articles have been received and approved by Buyer and satisfactory evidence is received by Buyer that proper identification has been made.
- Seller warrants all goods delivered hereunder shall be of new and first quality material, of good workmanship and free from defects, and that such goods shall conform to specifications, drawings, samples or other descriptions referenced herein and shall be fit for the purpose for which purchased. Seller further warrants that services furnished hereunder shall conform to specifications and shall be performed in a skilled and workmanlike manner. Goods or services found to be defective in material or workmanship or nonconforming with specifications shall, at Buyer’s option, be replaced, corrected, or repaired in place by Seller, or be replaced at Buyer’s premises by Seller, or be returned to Seller at Seller’s expense (including transportation and handling costs) for full refund. This warranty shall survive any inspection, delivery, or acceptance of the goods or services, or payment by Buyer. This warranty shall run/cover the Buyer, its successors, assigns and customers and the users of its products. Nothing herein, not Buyer’s exercise of any right hereunder, not replacement, repair or correction of defective goods or services by Seller, shall limit Buyer’s right to be reimbursed for any and all damages resulting from any breach of this warranty, including without limitation consequential and indirect costs of any nature.
- Seller warrants that the price charged Buyer for the goods and services furnished pursuant to this order are no higher than prices charged to others for similar orders of comparable goods and/or services subsequent to the last general announced price change. In the event Seller breaches this warranty the prices of the goods and/or services shall be reduced accordingly, retroactively to the date of such breach. If at any time during the term of this agreement Buyer is able to secure any goods and/or services specified herein at a lower price than herein stated, and if, after notice in writing, Seller is unwilling or unable to meet such lower price, Buyer shall have the right of purchasing such specific amount and applying it against this agreement. Seller agrees that any price reduction in the goods and/or services subsequent to placement of this order, but prior to shipment, shall be applied to this order. Unless otherwise specified on the front side hereof, the stated price includes all applicable federal, state and local taxes and any duties or other charges applicable to the goods and/or services.
15. INDEMNITY AND INSURANCE.
- Seller shall defend, indemnify and hold Buyer, its employees, agents, customers, successors and assigns, harmless from any and all liabilities (including attorney’s fees), claims, or suits arising out of: (a) Seller’s defective performance of this purchase order; and (b) any claim that the subject goods or services infringe any patent, trademark, or similar rights. Seller shall maintain such public liability insurance (including products liability, completed operations, contractors’ liability and protective liability), automobile liability insurance, (including non-owned automobile liability), and workmen’s compensation and employers’ liability insurance as will adequately protect Buyer against such damages, liabilities claims, losses and expense (including attorney’s fees). Seller agrees to submit certificates of insurance evidencing its insurance coverage when requested by Buyer.
16. REMEDIES; WAIVER; MISCELLANEOUS.
- No remedy herein provided shall be deemed exclusive of any other remedy allowed by law. Risk of loss of the goods shall pass to Buyer at the time they are actually delivered to its premises. No claim or right arising out of a breach of this agreement can be discharged in whole or part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. Waiver by Buyer of a breach by Seller of any provision of this agreement shall not be deemed a waiver of any other provision or of future compliance with all provisions of this agreement, and all such provisions shall remain in full force and effect. All warranties shall be construed as conditions as well as warranties. No modification of any provision of this order shall be valid or binding upon Buyer unless approved by Buyer in writing by an authorized agent. This order is a final, complete and exclusive statement of the terms of the agreement between Buyer and Seller. In addition to any other damage or remedies provided by law, Seller shall be liable to Buyer for actual attorneys’ fees incurred by Buyer in the enforcement and adjudication of its right under this agreement.
- This transaction and any contract resulting from this order, shall be governed by, and construed and enforced in accordance with the internal laws of Washington State or the laws of the Court jurisdictions where the seller is domiciled. The validity, performance, construction and effect of these terms and conditions shall be governed by Washington State Law or the laws of the Court jurisdictions where the seller is domiciled and any action based on a sale by Seller to Buyer shall be brought to court located in King County, Washington State or a local court jurisdictions where the seller is domiciled.
18. PRODUCT REJECTION.
Products delivered to the Buyer or buyers customers(for products drop-shipped directly to buyers customers) can be rejected by buyer or buyers customers for any reason and most especially if the manufacturer factory seal is broken or products do not conform to specifications or products are poor quality as determined by buyer or buyers customers. Products delivered to buyer or buyers customers must be new or unused products or good quality and if this seems to not be the case, such products will be rejected and seller must refund the full payment made for the products at the same price as it is on the purchase order and within 10 days of the notification of the discrepancy. No restocking fee of any kind will be accepted by the buyer or buyers customers.
19. LAWS AND GOVERNMENT REGULATIONS.
- Seller warrants and represents that it will fully comply with all laws, orders, rules and regulations of all governmental authorities which regulate or affect the goods or services covered hereby If this order is indicated for a government contract, Seller further agrees to fully comply with all applicable regulations and filings governing such contracts.