Purchase Order

Purchase Order Terms and Conditions

TERMS AND CONDITIONS

1. This purchase order must be promptly accepted and acceptance is expressly limited to the terms of this order. Any addition or different terms in the Seller’s forms are hereby deemed material alterations and notice of objection to them and rejection of them is hereby given. Seller’s shipment of goods in response to this order without return of the acknowledgment copy thereof, signed by Seller, shall be considered acceptance by the Seller.
   
   Unless Seller and Buyer have entered into a separate written contract covering the purchase of the goods and services described herein, the entire contract between the parties consists of this order and the Seller,’s acceptance as above stipulated, and said contract shall not be changed or added to except in writing signed by authorized representatives of each party.
   
   The price invoiced for the goods on this purchase order shall be no higher than the price stated on the front of this purchase order unless prior notification is received from Seller prior to shipment and the change is accepted by Buyer. If the Seller’s established price for any item upon the date of delivery shall be lower than the price shown on this purchased order, the Buyer shall have the benefit of such lower price.
   
   Seller shall deliver to Buyer all invoices within 30 days of shipping or service delivery.
   
   
2. Payments will be made net 30 days. The period of computation will commence on the date of receipt of a correctly completed invoice. Payment of an invoice by Buyer shall be without prejudice to any and all claims Buyer may have against Seller in connection with such goods and services. Invoices are paid on a weekly basis and such practice may result in minor deviations from payment terms otherwise cited herein.
   
   This contract shall be construed subject to the laws of the state the purchaser designated on this order and, where applicable, by said states and by the provisions of the Uniform Commercial Code, and not the Convention for the International Sale of Goods.
   
   
3. Time is of the essence on this order, if delivery is not made in the quantity or quantities and at the time or times specified, Buyer shall have the right, at its option, to cancel the entire order or that part of same not so delivered. If Buyer accepts delayed delivery, the time of payment shall be extended accordingly.
   
   
4. Unless otherwise specified, all goods are to be shipped prepaid, F.O.B. destination. No charge will be allowed for packing, crating, freight, express or other carrier’s charges, or cartage, unless specifically agreed to by Buyer.
   
   
5. Seller warrants for a period of 12 months following start of use or 18 months from receipt, whichever occurs first, that the goods and services described herein will be free of defects in workmanship, design, materials, and title, and notwithstanding anything herein to the contrary, will conform to all applicable proposals, specifications, instructions, drawings, data, descriptions, and samples, and will be of good and merchantable quality and fit and sufficient for the purpose intended.
   
   Buyer shall have the right, at its option, to reject or revoke acceptance of any goods and services which do not conform to these warranties or to the specifications. In case of such rejection or revocation of acceptance, transportation of the rejected goods, both to and from Buyer, shall be at the expense of Seller, said rejected goods are not to be replaced except upon specific instruction from Buyer, and Buyer shall have the right at its option to cancel the remainder, if any, of the order, by notice to Seller at the time notice is given of rejection or revocation of acceptance. Seller shall be liable to Buyer for all damages proximately caused by breach of any of the foregoing warranties, including incidental damages but excluding special or consequential damages.
   
   
6. Buyer reserves the right to return for full credit any excess over quantity called for in any order or orders. Seller to bear the cost of transportation both ways.
   
   
7. Seller agrees to indemnify, defend and hold harmless Buyer, its subsidiaries and customers, against all damages, lost profits, or claims therefore, and all costs, fees and expenses resulting from any claims for infringement of patent, copyright, or other intellectual property based upon the purchase by the Buyer of the goods and services described herein, whether or not such goods and services are in accordance with Buyer’s specifications, drawings, and/or samples.
   
   
8. Seller shall not be held responsible for failure or delay in shipping nor Buyer for failure or delay in accepting goods and services described herein if such failure or delay is due to act of God, war, federal or state legislation or any regulations or orders, fire, accident, or other causes, either similar or dissimilar to the foregoing, beyond their control. In the event of any such excused interference with shipments, Buyer shall have the option either to reduce the quantity provided for in the order accordingly or to exercise its right of cancellation under Section 3 above.
   
   
9. No exercise by Buyer of its rights hereunder shall constitute a waiver of any rights it may have for breach of contract. Buyer’s waiver of or failure to enforce its rights on account of Seller’s failure or delay in performing any obligation of Seller hereunder, or on account of Seller’s breach of contract in any respect, shall not constitute a waiver of any subsequent failure, delay or breach.
   
   
10. Seller represents that prices charged under this order will not exceed those permitted by statute or applicable governmental regulation.
    
    
11. Seller warrants that all goods and services described herein shall be produced or performed in compliance with all applicable federal and state laws, rules and regulations. Without limiting the foregoing, Seller agrees, through acceptance of this order, to comply with the following as applicable, which are incorporated by reference:
    

1. Executive Order 11246 and 11375, as amended, including regulations related to elimination of Segregated Facilities (33 FED. REG. 7804).
2. The Rehabilitation Act of 1973, as amended.
3. The Vietnam-Era Veterans’ Readjustment Assistance Act of 1974, as amended.
4. Public law 95-507 pertaining to small business and small disadvantaged business.
5. Executive Order 12138 pertaining to women-owned business.
6. The Fair Labor Standards Act of 1938, as amended.
   
   

Revised: September 2007

Mortgage insurance discussed in this website is underwritten by PMI Mortgage Insurance Co. in all states except New York and by PMI Insurance Co. in New York.