Terms & Conditions
TERMS AND CONDITIONS OF PURCHASE ORDERS
1. Make no changes in prices, terms, quantity, delivery, or other terms or conditions without written consent of Buyer. Any such changes made by other than the Buyer are an expression of opinion only, and in no way obligate the Buyer.
2. This purchase order is subject to the terms and conditions printed herein which becomes binding upon acceptance by Seller’s written acknowledgement, or by Seller commencing performance of this purchase order.
3. The Vendor warrants that the price(s) of the item(s)/service(s) set forth herein do not exceed those charged by the Vendor to any other Customer purchasing the same item(s)/service(s) in like or smaller quantity.
4. This purchase order number must appear on all invoices, shipping documents and packages.
5. Two (2) copies of the invoice are required.
6. Notify us promptly in the event of any shortages or delay in shipping or delivery.
7. When partial shipments are made for the convenience of the Vendor, additional transportation charges are not chargeable to the Purchaser.
8. Lincoln Laser reserves the right to charge for freight and processing of duplicate shipments or material not supplied in accordance with this order.
9. ACCEPTANCE. This order may be accepted only by the execution of the acknowledgement form provided herewith and returning it to Buyer. THIS IS NOT A FIRM OFFER. Shipment of the goods described shall not constitute acceptance.
10. CANCELLATION. Buyer may, at any time, terminate this order in whole or in part by written or telegraphic notice or verbal notice confirmed in writing. If this order is terminated for convenience, any claim of Seller shall be settled on the basis of reasonable costs it has incurred in the performance of this order. If, however, termination is occasioned by Seller’s breach of any condition hereof, including breach of warranty, or by Seller’s delay, except due to considerations beyond the Seller’s control and without Seller’s fault or negligence, Seller shall not be entitled to any costs, and Buyer shall have against Seller all remedies provided by law and equity.
11. MODIFICATIONS. No agreement or understanding to modify this order shall be binding upon the Buyer unless in writing and signed by Buyer’s authorized agent. All specifications, drawings and data submitted to Seller with this order are hereby incorporated herein and by this reference made a part thereof. Buyer shall have the right by written order to make changes from time to time in the work to be performed by the Seller hereunder. If such changes cause an increase or decrease in the amount due under this order, or in the time required for its performance, an equitable adjustment shall be made and this order shall be modified in writing accordingly.
12. INSPECTION. Materials or equipment purchased hereunder are subject to final inspection and approval at the Buyer’s destination and Buyer reserves the right to reject and refuse acceptance of items which are not in accordance with the instructions, specifications, drawings and data or Seller’s warranties (express or implied). Buyer will charge Seller for the cost of inspecting merchandise rejected. Items not accepted will be returned to Seller at Seller’s expense. Payment for any article hereunder shall not be deemed an acceptance thereof. Buyer reserves the right to audit product on the Seller’s premises.
13. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives the goods at the point of delivery. No title or risk of loss for goods not in conformance with the instructions, specifications, drawings and data or Seller’s warranties (express or implied) shall pass to Buyer unless such goods are accepted by Buyer.
14. QUANTITY VARIATION. Buyer reserves the right to accept or reject overshipment on this order and any overshipment of the order is subject to return by Buyer at Seller’s expense.
15. PRICE. Buyer shall not be billed at prices higher than stated on this purchase order unless authorized by purchase order change notice issued and signed by Buyer. Regardless of whether a price is stated on this purchase order. Seller warrants that the price charged for the items or services covered by this order is the lowest price charged by the Seller to buyers of a class similar to Buyer under conditions similar to those specified in this order and that prices comply with applicable government regulations in effect at the time of quotation, sale or delivery. Seller agrees that any price reduction made in merchandise covered by this order subsequent to the placement of this order will be applicable to this order.
16. WARRANTY. By accepting this order Seller hereby warrants that the items and services to be furnished hereunder will be in full conformity with Buyer’s specifications, drawings and data or Seller’s samples and that items furnished hereunder will be fit for the use intended by Buyer and be free from defects in workmanship. Seller agrees that this warranty shall survive acceptance of the items by Buyer and said warranties shall be in addition to any warranties of additional scope given to Buyer by Seller.
17. COMPLIANCE WITH LAWS. In accepting this order Seller warrants that it has and will continue during the performance of this order to comply with the provisions of all federal, state and local laws and regulations from which liability may accrue to Buyer from any violation thereof. Seller agrees to comply with the provisions of the Occupational Safety and Health Act of 1970, the Fair Labor Standards Act and the standards and regulations issued under these acts and warrants that all goods furnished under this order will conform to and comply with the said standards and regulations. Seller further agrees to indemnify and hold harmless Buyer for all damages suffered by Buyer as a result of Seller’s failure to comply with any federal, state or local law, or regulations issued thereunder and for the failure of the goods furnished under this order to so comply.
18. INVOICES. No invoices of Seller shall cover items referred to in more than one purchase order of Buyer. The Buyer’s purchase order numbers must appear on all invoice pages, packing slips and bills of lading.
19. DELIVERY. All local deliveries must be made to the Buyer’s receiving room and not to individuals or to a department.
20. NONDISCLOSURE OF CONFIDENTIAL MATTERS AND PROPRIETARY DATA. Buyer retains ownership of all proprietary data disclosed to Seller by Buyer in connection with this purchase order. Seller shall not disclose proprietary data to others except where prior to disclosure to Seller by Buyer (a) proprietary data is already known to the general public or (b) Seller had independent knowledge of proprietary data. For the purpose of this Paragraph “proprietary data” means all design, engineering, and technical information (whether patentable or not,) and other information concerning Buyer’s trade secrets: such other information includes, but is not limited to, secrets of manufacture contained in Buyer’s manufacturing methods or processes, treatments and chemical composition, plant layout and tooling, to the extent that such other information is not disclosed by inspection or analysis of the goods covered by this purchase order. Materials purchased hereunder with the Buyer’s specifications or drawings shall not be quoted for sale to others without the Buyer’s written authorization. Such specifications, drawings, samples, or other data furnished by the Buyer shall be treated as confidential information by the Seller, shall remain Buyer’s property and shall be returned to it on request.
21. PATENTS. Seller undertakes and agrees to defend at Seller’s own expense, all suits, actions or proceedings in which Buyer, any of Buyer’s distributors or dealers or the users of any of Buyer’s products are made defendants for actual or alleged infringement of any U.S. or foreign letters patent or violation of any third party property rights resulting from the use or sale of the items purchased hereunder (except infringement necessarily resulting from adherence to specifications or drawings, other than those of Seller’s design or selection, originally submitted to Seller by Buyer) and further agrees to pay and discharge any and all judgements or decrees which may be rendered in any such suit, action or proceedings against such defendants therein. Further, Seller shall save harmless and indemnity Buyer against all loss, damage, or expense arising out of or based upon any infringement or alleged infringement of any patent or patents by reason of the manufacture, sale and use of articles and materials covered by this order including payment of Buyer’s attorneys’ fees and court costs.
22. ATTORNEYS FEES. In the event that it becomes necessary for Buyer to institute litigation for the enforcement of any provision hereof, Seller agrees to pay Buyer’s reasonable attorneys’ fees and court costs.
23. PROPERTY FURNISHED TO SELLER BY BUYER. Unless otherwise agreed in writing, all plans, specifications, special dies, molds, patterns, jigs, fixtures and any other property or documents furnished to the Seller by the Buyer, or specifically paid for by the Buyer, for use in the performance of this contract, shall be and remain the property of the Buyer, shall be subject to removal upon the Buyer’s instruction, shall be used only in filling orders from the Buyer, shall be held at the Seller’s risk and shall be kept insured by the Seller at the Seller’s expense while in its custody or control in an amount equal to the replacement cost thereof, with loss payable to the Buyer. Copies of policies or certificates of such insurance will be furnished to Buyer on demand. Seller’s invoices for special tools, dies, jigs, fixtures, molds, patterns, and the like shown as a separate item on the face of this order will not be paid by Buyer until production quantities or samples are received from Seller and are accepted by Buyer.
24. INSOLVENCY AND BANKRUPTCY. In the event Seller shall become insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy or for reorganization or pursues any other remedy under any law relating to the relief of debtors, or in the event a receiver by appointed of Seller’s property or business. Buyer may at its option, cancel this order, in accordance with paragraph 2 above.
25. NOTICE OF LABOR DISPUTES. Whenever an actual or potential labor dispute is delaying or threatening to delay the performance of this order, Seller will immediately give notice thereof including all relevant information with respect thereto, to Buyer.
26. GENERAL. All warranties shall be construed as conditions as well. Neither this order nor performance hereof may be assigned without the written consent of the Buyer. No waiver of a breach or of any provision of this order shall constitute a waiver of any other breach or of such provision.
27. GRATUITIES. Seller warrants that it has not offered or given and will not offer or give to any employee, agent or representative of Buyer any gratuity with a view towards securing any business from Buyer or influencing such person with respect to the terms, conditions or performance of any contract with or order from Buyer. Any breach of this warranty shall be a material breach of each and every contract between Buyer and Seller.