AGREEMENT: No oral agreement or other understanding in any way modifying the conditions of this Purchase Order shall be binding upon Buyer unless made in writing and signed by an authorized representative of the Buyer. In the event of non-acceptance exactly as written, return Purchase Order to the Buyer at once with full explanation.
PRICING: Prices, if not specified, are not to exceed those of last Invoice or quotation.
INVOICING: Render, in duplicate, a separate Invoice for each carload of L.C.L. shipment. Show cash discount on face of Invoice. All Invoices to be mailed following day of shipment. Bills of lading must accompany Invoice. Buyer order number must be plainly marked on all Invoices.
FAIR LABOR STANDARDS ACT: Seller agrees, in connection with the furnishing of the products specified herein, to comply with all applicable requirements of Section 6, 7, and 12 of the Fair Labor Standards Act as amended and of regulations and orders of the United States Department of Labor issued under Section 14 hereof. All Invoices must carry the following certification in order to be passed for payment: We hereby certify that these goods were produced in compliance with all applicable requirements of Section 6, 7, and 12 of the Fair Labor Standards Act as amended and of orders of the United States Department of Labor issued under Section 14 thereof.
GOVERNMENT REGULATIONS: In performance of work under this order, Seller agrees to comply with all applicable Federal, State, or local laws, executive orders, rules, regulations, and ordinances.
SHIPPING: Deliveries shall be made as specified without charge for boxing, crating, carting or storing, unless otherwise specified by Buyer. Materials shall be packed to secure lowest transportation and insurance rate and in accordance with the requirements of the common carriers. If Seller’s deliveries fail to meet the schedule specified by the Buyer with the result that the Buyer is compelled to call upon Seller for express or other premium cost shipments, Seller will allow the difference between freight and such other rates. Buyer reserves the right in case of failure to deliver on time to cancel this order and purchase elsewhere or to purchase elsewhere and to charge the Seller for any loss incurred as a result of having to purchase elsewhere. Acceptance of part of the order shall not constitute acceptance of future shipments or waiver of Buyer’s rights hereunder.
If Seller fails to make timely delivery or perform services at the time required to fulfill Buyer’s Purchase Orders, all damages suffered by HCC and any premium transportation or other costs required to meet the specified delivery schedule will be at the sole expense of the Seller. These costs may include, but are not limited to, premium freight to our customers, overtime, production downtime, rework, inspection, expediting and the like. If applicable, these costs shall also include any charges incurred by HCC from any HCC customer.
HCC shall also not be required to make payment for goods delivered to HCC that are in excess of quantities specified by HCC Purchase Orders and may return excess shipments to Seller at Seller’s risk and expense.
INSPECTION: Buyers count or weight will be accepted as final and conclusive on all shipments not accompanied by a packing list. Packing list should not show prices. All materials ordered will be subject to final inspection and approval by the Buyer after delivery, not withstanding prior payment, it being expressly agreed that payment shall not constitute final acceptance. Buyer may reject any articles that do not conform to specifications or samples. The rejected materials may be returned at Seller’s risk and expense at full Invoice price, plus applicable incoming transportation charges, if any. No replacement or rejected materials shall be made unless specified by the Buyer.
PATENTS: Seller warrants and agrees that the purchase, use, or sale of the materials furnished on this order, in the form in which furnished to Buyer, will not infringe any valid United States or foreign patent, trademark or copyright, and Seller agrees to defend any claim, action, or suit that may be brought against Buyer for patent, trademark or copyright infringement by reason of Buyer’s purchase, use, or sale of such goods, and to indemnify and hold Buyer harmless against all legal counsel fees, judgments, decrees, damages, cost and expenses recovered against or sustained by Buyer on account of any such actual or alleged infringement.
DRAWINGS: Seller agrees not to disclose, or suffer to be disclosed to another, any information or any designs, drawings, or other data which it receives in connection with the performance of this Purchase Order, and Seller will at its own expense use every reasonable effort and precaution to protect Buyer against such disclosure.
WARRANTY: Seller warrants for a period of one year from date of shipment that the items covered by this order are free of defects in material and workmanship and are fit and safe for the purpose intended under normal use and service. Further, Seller will replace defective items or defective parts thereof, including the cost or removal and replacement at Seller’s expense.
Seller further warrants that the goods covered by this order are fit and safe for consumer use, and acceptance of the order shall constitute an agreement upon Seller’s part to indemnify and hold the Buyer harmless from all claims, liability, loss, damage and expense, including legal counsel fees incurred or sustained by the Buyer as a consequence of a breach or claimed breach of such Warranty.
INSURANCE: Risk of loss or damage prior to inspection and acceptance by Buyer shall be upon the Seller, and Buyer will not assume any responsibility or provide any insurance against loss or damage to items prior to such acceptance.
In the event the Seller is acting as contractor or subcontractor, performing work in any plant or any premises of Buyer or customer of the Buyer, Seller shall provide and maintain the following forms of insurance:
- Workman’s Compensation (including occupation disease) and Employer’s Liability insurance under the statutory provisions of the State in which the operations are to be performed.
- Comprehensive general and automobile liability insurance, including all contractual liability without special contract endorsement including but not limited to pollution and or any environmental impact claim. Without limiting the foregoing, the insurance shall afford coverage for explosion, collapse or damage to underground property where the subcontractor performs work involving these risks. The insurance shall be subjected to the following limits:
- Bodily Injury and Property Damage: $1,000,000.00 (or in such amounts that the Buyer may approve)
- The insurance shall be on the Occurrence rather than Accident basis.
Before commencing work, the contractor or subcontractor shall furnish HCC, Inc. a Certificate of Insurance giving 10 days notice of cancellation.
Contractor will indemnify, save and hold harmless HCC, inc. from and against all injury, loss or damage, including liability, claims and demands of whatsoever kind or nature, arising out of or occurring in connection with the performance of work by contractor for or in behalf of HCC, inc. whether such injury, loss or damage shall have been occasioned by any act or omission, including negligence of contractor, any of his sub-contractors, or by HCC, inc., its agents, servants or employees. Contractor will defend at its own expense any actions based thereon and shall pay all charges of attorneys and all costs and other expenses arising therefrom.
LAW: This contract shall be governed by and construed according to the laws of the state of Illinois.
GOVERNMENT CONTRACTS: When the articles or materials furnished are to be used in the performance of a government contract or a sub-contract thereunder, purchaser will furnish any additional terms and conditions which may apply and will be subject to non-discrimination provisions of Section 202, Executive Order No. 11246, Executive Order No. 11375 and amendments thereto as to race, color, religion, sex, or national origin. The Vietnam ERA Veteran’s Readjustment Assistance Act of 1974 as amended, and Executive Order 11625 as amended thereto as to handicapped, disabled veterans and veterans of the Vietnam ERA.
Products supplied hereunder must meet applicable standards under the Safety and Health Act of 1970. This contract shall be governed by and construed according to the laws of the state of Illinois.