General Terms Of Sale

  1. This form constitutes the entire agreement between the parties except for additional warranties (but not exclusions of warranties) by Seller. Seller acknowledges that all representations, statements or warranties made by Seller’s Agents are binding upon Seller.
     
  2. Commencement of performance pursuant to the Purchase Order constitutes acceptance hereof by Seller. If delivery dates cannot be met, Seller shall notify the Purchaser in writing within five days of Seller’s receipt of this order of the Seller’s best possible delivery date for the Purchaser’s acceptance. If Seller does not so notify Purchaser, Seller will be deemed to agree to the delivery dates specified hereon. Goods shipped to Purchaser in advance of scheduled may be returned to Seller at Seller’s expense. During the term of this Purchase Order and for a period of three (3) years following termination hereof, Seller agrees not to sell or provide service of proprietary products developed hereunder to customers of Purchaser.
     
  3. Seller shall suitably pack, mark and ship in accordance with requirements of common carrier. Upon request of Purchaser, Seller will send Purchaser a notice of shipment at or prior to the time of shipment giving the number of the order, kind and amount of goods and the route. Risk of loss remains with Seller until delivery to Purchaser by carrier. Purchaser may cancel all or any part of this order at any time prior to shipment. Purchaser shall have the right to approve the lot size of shipments and may reasonably change the shipping lot size in its sole discretion.
     
  4. Any sales, use, duty or other similar tax or charge applicable to this order must be stated separately unless Purchaser has furnished an exemption certificate for such item.
     
  5. Seller warrants that all goods delivered hereunder to be, in Purchaser’s sole discretion, of merchantable quality and free from defects in material or workmanship, to conform strictly to the description, specifications, drawings or sample specified or furnished, and fit for the Purchaser or its Customer’s intended use. Seller hereby acknowledges the Purchaser is relying on Seller’s skill and judgement to deliver goods fit for such use. This warranty shall survive any inspection, delivery, acceptance or payment by Purchaser. Purchaser at any time may return any goods which are discovered to fail to meet the foregoing requirements. Such goods shall, unless used by Purchaser, remain the property of the Seller and may be returned at the Seller’s risk and expense. Seller shall reimburse Purchaser for all prior payments for any returned materials and/or costs incurred in connection with delivery or return of such goods including the costs of inspecting rejected merchandise.
     
  6. The Purchaser’s schedules are based on the agreement that goods will be delivered to Purchaser by the date specified on the face of the Purchase Order. Time is therefore of the essence in this Purchase Order. If deliveries are not made at the time agreed, Purchaser reserves the right to cancel or to purchase elsewhere and hold the Seller accountable therefor. Due to non-delivery, should the Purchaser be required to procure parts elsewhere to satisfy Purchaser’s delivery schedules, Seller must reimburse Purchaser for any costs in excess of the contracted price stipulated in the Purchase Order.
     
  7. Seller shall not under ship Purchase Orders. Should Seller under ship, Seller must produce additional parts at no additional charge to satisfy the order. Seller shall not invoice, and Purchaser shall have no obligation to pay for under shipments or partial shipments unless otherwise provided on the face of the order. Maximum allowable over shipment is not to exceed 5%. Material shipped in excess of 5% will be retained by Purchaser at no charge. Purchaser’s count or weight will be conclusive if a packing list is not enclosed with shipment.
     
  8. Seller shall comply and has complied with all State, Federal and local laws, regulations or orders applicable to the purchase, manufacture, processing and delivery of goods including, but not limited to , those relating to environmental protection, fair labor standards, equal employment opportunity and all laws that would be applicable to any U.S. government contract.
     
  9. If Seller shall default in any respect, become insolvent, or if a petition of bankruptcy or insolvency is filed by or against Seller under any State or Federal law, or if a receiver or assignee for the benefit of creditors is appointed Purchaser, in addition to other rights or remedies may terminate and cancel this order. Purchaser is entitled at all times to set off any amount owing at any time from Seller to Purchaser or any of its affiliated companies any amount payable at any time by Purchaser in connection with this order.
     
  10. Seller warrants that the prices and payment terms sold to Purchaser under this order are not less favorable to Purchaser than those currently extended to any other customer for the same or like articles in equal or lesser quantities. Seller agrees to meet the price and terms of legitimate competition. In the event Seller reduces its prices during the term of this order, Seller agrees to reduce the prices of articles covered by this order correspondingly. Any such price reduction shall be retroactive to the date of this order. Seller’s prices shall not be higher than last quoted or charged to Purchaser, nor higher than stated on this order unless authorized by written change notice signed by Purchaser.
     
  11. Seller shall defend any suit or proceedings against and hold harmless Purchaser, its officers, directors and customers based on any claim that the manufacture, sale or Purchaser’s intended use or resale of any of the goods covered by this order constitutes infringement of any United States letters of patent now or hereinafter issued or violates any other proprietary interest including trademarks, copyrights or trade secrets and Seller shall pay all damages and costs including Purchaser or its customer’s attorney fees.
     
  12. The Seller shall not delegate any duties, nor assign any rights or claims under this Purchase Order without the prior written consent of the Purchaser.
     
  13. The Purchaser shall at all times retain title to all drawings and specifications furnished by Purchaser or its Customer to the Seller and intended for use in connection with this Purchase Order. The Seller shall use such drawings and specifications only in connection with the Purchase Order and shall not disclose such drawings and specifications to any person, firm or corporation other than the Purchaser’s or Seller’s employees, subcontractors or government inspectors. The Seller shall upon the Purchaser’s request or upon completion of this Purchase Order promptly return all drawings and specifications to the Purchaser.
     
  14. No provisions of the Terms of Purchase may be waived or modified except in writing signed by Purchaser. Waiver of any provision or breach of any provision shall not constitute a waiver of any other provision or breach of the same provision on a different occasion. The remedies of Purchaser hereunder shall be in addition to any other remedies provided by law.
     
  15. It is the specific intent of the Purchaser that the only contract with the Seller for the precise goods described herein is that found in the terms of this Purchase Order.
     
  16. All disputes arising directly or indirectly out of the Purchase Order shall be governed by Iowa law and any actions to enforce this agreement may be commenced in the District Court of the State of Iowa, in and for Polk County. Seller hereby consents to the jurisdiction of said Court over the person of the Seller, its officers and directors and agrees that service of process as provided by Iowa law for non-resident individuals or corporations deemed to be doing business in Iowa shall be sufficient.