All purchases are subject to the following terms and conditions. Any acknowledgement which contains terms and conditions in addition to or inconsistent with the following shall not be binding upon Purchaser unless acceptance is made in writing by Purchaser.
By acceptance of this order Seller expressly warrants that the articles delivered under this order shall be free from defects in workmanship, materials or fabrication; shall, where design is Seller’s responsibility to be free from defects in design, shall comply with the requirements of this order and drawings, design or specifications referred to herein and shall be fit and sufficient for the purpose of any disclosed in this order or otherwise made known to the Seller.
Seller agrees to indemnify and hold harmless Purchaser against any and all loss, damage, costs and expenses, which Purchaser may hereafter suffer resulting or claimed to result in whole or in part from any actual or alleged defect in or failure of articles furnished hereunder.
2. Inspection and Rejection
Articles furnished under this order shall be subject to inspection and acceptance of Purchaser’s plant. Defective articles will be rejected and charged back to Seller at the prices herein. Rejected articles shall be returned to Seller at its expense or with prior approval of Seller, reworked by Purchaser at the expense of the Seller. Seller shall pay shipping charges on return and replacement of rejected articles.
Seller shall, with respect to any article, apparatus or material of Seller’s design or Seller’s manufacture of a staple article or commodity of commerce, indemnify and hold harmless Purchaser its customers and agents, from the costs and damages as finally determined by any court or competent jurisdiction for infringement of any United States Letters Patent, by reason of the sale or use of such article, apparatus, or material.
4. Design & Drawings
Purchaser retains all rights, in designs and drawings furnished Seller in connection with this order and no such design or drawing shall without Purchaser’s prior written permission be incorporated in, or used in connection with goods furnished to others.
5. Tools and Dies
Tools, dies, molds, paid for by Purchaser shall remain Purchaser’s property and are subject to removal by Purchaser at any time. Seller shall, at its own expense, maintain such tools, dies and molds to product articles at an acceptable quality level for Purchaser.
No changes to product can be complete/sent without prior written authorization from the Purchaser. Purchaser shall indemnify Seller against any loss caused by Purchaser’s cancellation or changes in quality, specifications, or time of performance, unless caused by Seller’s own acts.
7. Insurance and Valuation
Do not insure or declare valuation on orders on which shipping terms are F.O.B. Origin Plants are to be insured at Vendor’s expense.
8. Parts Returns
On an annual basis during the term of this Agreement, and continuing for a period of one hundred eighty (180) days following termination hereof, Fecon shall have the right to return the Supplier any Parts purchased by Fecon from Supplier hereunder, provided that such Parts are in new or new-like condition. Supplier agrees to repuchase any such Parts and pay to Fecon within forty five (45) days of the date of return by Fecon an amount equal to the amount originally charged to Fecon for such Parts, less a 15% restocking fee and any actual freight costs incurred by Supplier in connection with the return of such Parts by Fecon to Supplier. Supplier will not accept any return of Parts made obsolete due to design changes agreed upon by Fecon, or bearing the Fecon branded trademark.
9. By accepting this purchaser order, Seller shall company with all applicable Federal, State and Local laws, and any applicable rules, regulations and orders issued under such laws including but not limited to the Walsh-Healy Act (41 U.S.C. 35-45), the Fair Labor Standards Act (29 U.S.C. 201-219) and the Work Hours Act of 1962 (Public Law 87-581, 76 STAT 257-360), the order on Elimination or segregated Facilities (32 Fed. Req. 7439, May 19, 1967) and Title Vii of the Civil Rights Act of 1964.
10. Seller shall ensure that all restricted materials are absent from any product purchased by Purchaser. Restricted materials: Asbestos, Cadmium and its compounds, lead, Polychlorinated Biphenyls(PCBs), Chlorinated Hydrocarbons, Arsenic and its Compounds, Hexavalent Chromium, Cyanide and its compounds, Ozone depleting substances, Radioactive Substances
11. No order shall be executed at higher prices than previously quoted or charged without first advising Purchaser who reserves the right to refuse to accept or pay for any amount over that shown on order.
12. Purchaser reserves the right to cancel this order if not shipped promptly as specified.
13. Vendors required to provide at lease a reproducible set of drawings whenever special machine tools, molds, dies, etc. are ordered.
14. Provisions of section 202 Executive Order 11246, prohibiting discrimination because of race, color, sex, religion or national origin, are incorporated herein by reference.