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.
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
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
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.
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.
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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.