Purchase Order Terms and Conditions F74-1.3

Details

1. Acceptance -Agreement: Seller's commencement of work on the goods subject to this Purchase Order or shipment of such goods, whichever occurs first, shall be deemed an effective mode of acceptance of the terms and conditions of this Purchase Order.
   
   
2. Pricing: No modification or adjustment of the stated price may be made without the signed written agreement of RS Microwave Company, Inc. If the price is not stated on this Order, the price shall be the lower of: the later price last quoted or paid.
   
   
3. Packaging/Labeling: The products to be delivered hereunder shall be suitably prepared and packed for shipment so as to assure safe delivery, in accordance with sound commercial practice. The packaging slip must contain at minimum the following information: RS Microwave Company, Inc. part number; description of item, Purchase Order number, quantity, and Seller’s name.
   
   
4. Delivery: Time and date of delivery are of the essence of this Purchase Order. RS Microwave Company, Inc. reserves the right to refuse shipments made more than thirty (30) days in advance of required or promised date, whichever is earlier, as set forth on the face of the Purchase Order. Over-shipments or under-shipments are not allowed, unless specifically authorized in writing and in advance by the buyer.  If delivery of items or rendering of services is not completed by the time promised, RS Microwave Company, Inc. reserves the right, in addition to its other rights and remedies, to terminate this Purchase Order without liability by notice effective when received by Seller as to items not yet shipped or services not yet rendered. RS Microwave Company, Inc. may then purchase substitute items or services elsewhere and charge Seller with any loss incurred.
   
   
5. Risk of Loss: Regardless of the method of shipment used, Seller agrees to deliver all materials specified in the Purchase Order to the location specified on the Purchase Order at Seller’s own risk. Seller shall bear the risk of loss, destruction or damage until the materials are accepted by RS Microwave Company, Inc.
   
   
6. Set-off: All claims for money due or to become due from RS Microwave Company, Inc. shall be subject to deduction or set-off by RS Microwave Company, Inc., by reason of any counterclaim arising out of this or any other transaction with Seller.
   
   
7. Force Majeure: RS Microwave Company, Inc. may delay delivery or acceptance occasioned by causes beyond its control, such as government action or failure of the government to act where such action is required, strike or other labor dispute, fire, or unusually severe weather. Seller shall hold such goods at the direction of RS Microwave Company, Inc., and shall deliver them when the cause of the delay has been removed. RS Microwave Company, Inc. shall be responsible only for Seller's direct additional costs in holding the goods or delaying performance of this agreement at RS Microwave Company, Inc. request.
   
   
8. Changes: RS Microwave Company, Inc. shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If such suspension, stoppage or changes cause an increase or decrease in the cost of performance of this purchase order or in the time required for its performance, an equitable adjustment shall be negotiated promptly and the Purchase Order shall be modified in writing accordingly. Seller agrees to accept any such changes to this purchase order.
   
   
9. Inspection/Testing: Payment for the goods delivered hereunder shall not constitute acceptance thereof. RS Microwave Company, Inc. shall have the rightto inspection and test at place of manufacture or at destination, or at both places by either or both of RS Microwave Company, Inc. representatives and Government representatives. The Seller shall provide and maintain an inspection and/ or Quality Control System acceptable to the RS Microwave Company, Inc. covering work hereunder. Records of all inspection work performed by Seller shall be kept complete and available to RS Microwave Company, Inc. and Government's representatives. RS Microwave Company, Inc. shall have the right to reject any or all of said goods which are in RS Microwave Company, Inc., judgment defective or nonconforming.RS Microwave Company, Inc. reserves the right to charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. RS Microwave Company, Inc., also reserves the right to require replacement, as well as payment of damages. Nothing contained in this Purchase Order shall relieve in any way the Seller from the obligation of testing, inspection and quality control.
   
   
10. Warranty: Seller warrants that all articles, material, work, and /or services furnished hereunder will be free from defects in material, workmanship and fabrication, and that all merchandise delivered shall be of the quality, description and dimensions specified and shall be strictly in accordance with RS Microwave Company, Inc. specifications, drawings, and approved sample if any. Seller agrees to replace or promptly correct defects of any nonconforming goods or services without expense to RS Microwave Company, Inc. If Seller fails to correct defects in or replace nonconforming goods or services promptly, RS Microwave Company, Inc., after reasonable notice to Seller, may make such corrections or replace such goods and services, and charge Seller any cost incurred.
    
    
11. Counterfeit Parts/Material: The Seller agrees that only new and authentic materials will be used in products being delivered to RS Microwave Company, Inc. The Seller may only purchase parts from original equipment manufacturers (OEM), authorized distributors or aftermarket manufacturers approved by RS Microwave Company, Inc.
    
    
12. Delays: Seller shall not be liable for any delays in delivery caused by circumstances beyond its control including acts of God or of the public enemy, fires, floods, epidemics. Quarantine restrictions, strikes or freight embargoes. Where such delays in delivery occur. Seller shall immediately give notice thereof to RS Microwave Company, Inc.
    
    
13. Proprietary Information - Confidentiality - Advertising: Seller shall consider all information furnished by RS Microwave Company, Inc. to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this Purchase Order unless Seller obtains written permission from RS Microwave Company, Inc.to do so. This paragraph shall apply to drawings, specifications or other documents prepared by Seller for RS Microwave Company, Inc. in connection with this Purchase Order. Seller shall not advertise or publish the fact that RS Microwave Company, Inc. has contracted to purchase goods from Seller, nor shall any information relating to the Purchase Order be disclosed without RS Microwave Company, Inc. written permission. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Seller to RS Microwave Company, Inc. shall be deemed secret or confidential, and Seller shall have no rights against RS Microwave Company, Inc. with respect thereto except such rights as may exist under patent law.
    
    
14. Bankruptcy. In the event of any proceeding, voluntary or involuntary, in bankruptcy or insolvency by or against the Seller, including any proceeding under the United States bankruptcy laws, or in the event of the appointment, with or without Seller’s consent, of a receiver of an assignee for the benefit of creditors, RS Microwave Company, Inc. shall be entitled to cancel any unfilled part of this Purchase Order without any liability whatsoever.
    
    
15. Termination for Convenience: RS Microwave Company Inc., reserves the right to terminate this order or any part hereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work. The termination, cancellation or reduction of this order, except for default of the Seller, settlement of fixed price orders shall be made by negotiations in accordance with FAR 52.249- 2.
    
    
16. Compliance with Laws: The Supplier shall comply with all applicable federal, state and local laws and any rules, regulations and orders issued under such laws, including but not limited to, labor and employment laws, anti-kickback acts, worker’s compensation requirements, and hazardous communication laws.
    
    
17. Taxes: Unless otherwise indicated on the face of the Order, RS Microwave Company Inc., agrees to pay all State of New Jersey sales or use taxes. Vendor will not charge for federal excise taxes, and RS Microwave Company Inc., agrees to furnish Vendor, with an exemption certificate for goods or materials supplied under this Purchase Order.
    
    
18. Indemnity: Seller agrees that if its certified cost or pricing data is found to be shy; inaccurate, incomplete orotherwise defective,then upon demand by the RS Microwave Company Inc., such amount shall be refunded forth with by the Seller or RS Microwave Company Inc., shall have the right to deduct such amount·from future payments due Seller under this order or Subcontract placed by RS Microwave Company Inc., with Seller or any of its affiliated companies. Seller agrees to indemnify and hold RS Microwave Company Inc., harmless to the full extent of any loss, damage or expense if RS Microwave Company Inc., is subjected to any liability as the result of a failure by Seller or its lower-tier subcontractors to comply with the requirements of FAR 52.230-J and FAR 52-230-4 covering Cost Accounting Standards.
    
    
19. Relocation of Facility:Seller shall give the Purchaser notice in writing within a reasonable time in advance of any changes to the relocation of production plants.
    
    
20. Notification of Defect: If determination is made that nonconforming material was shipped, Seller will notify the Purchaser within 5 days of the discovery of the nonconformance.
    
    
21. Corrective Action: Purchaser requires timely and effective response to corrective action requests. Initial corrective response is required within twenty (20) days of nonconformance. Documented corrective action statements shall include the nature of the defect, immediate corrective action, root cause and root cause correction taken to prevent recurrence.
    
    
22. Quality Clauses: In addition to these Purchase Order Teams and Conditions, Seller shall comply with the Quality Clauses referenced in the Purchase Order.
    
    
23. Ensuring that persons are aware of:
    • their contribution to product or service conformity;
    • their contribution to pruct safety;
    • the importance of ethical behavior.