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1. ACCEPTANCE AND ACKNOWLEDGEMENT: This non-assignable purchase order constitutes Buyer's offer to Seller and unless otherwise provided herein, becomes a binding contract on the terms set forth herein when it is accepted by Seller.
2. MODIFICATION: (a) This purchase order together with any related written instructions may not be modified except by express amendment hereto in writing signed by Buyer's authorized representative. Where terms and conditions offered in Seller's quotation or stated in Seller's acknowledgment of this purchase order conflict with the terms and conditions of this purchase order, the latter will control unless specific agreement to Seller's terms and conditions is made by Buyer in writing. (b) Buyer may make changes at any time in the drawings, specifications and delivery schedules pertaining to this purchase order or releases issued pursuant hereto, or direct temporary suspension of deliveries, or terminate work on this purchase order for its own convenience, in whole or in part, by written notice at any time. Any difference in price resulting from such changes shall be equitably adjusted by negotiation, and this purchase order shall be modified accordingly.
3. DELIVERY SCHEDULES: (a) This purchase order is a conventional quantity purchase order if quantity or quantities are shown and scheduled for delivery on the face of this order. In which event Seller shall ship such scheduled parts, materials, or supplies (all of which are hereinafter referred to as 'items') by a date and mode of transportation to assure arrival of items at destination no later than the dates shown on the delivery schedule but not more than five (5) days earlier then such delivery dates. The purchase order is a make-and-hold order if identified as such and if no delivery schedule is shown on the face hereof, in which event Seller shall immediately manufacture the items and hold for subsequent delivery instructions. Seller agrees to deliver not less than scheduled quantities unless otherwise authorized by Buyer, and this purchase order will remain in effect until delivered quantities are at least equal to those quantities scheduled on the face hereof or in releases. (b) Buyer may at its option either refuse and return at Seller's risk and expense deliveries not complying herewith or accept deliveries and withhold payment without penalty or other loss of privilege until such deliveries conform to schedule. (c) If, because of failure of Seller to meet the delivery schedules of this purchase order, it becomes necessary for the Buyer to direct partial or total shipments of any or all of the items covered by this purchase order by a method of transportation other than the method specified in this order, Seller shall reimburse Buyer the additional costs of shipment.
4. PRICES: Net prices for a conventional quantity purchase order or a make-and-hold purchase order shall remain firm and not exceed those appearing opposite each item thereon, but if Seller sells to any comparable customer at lower net prices than offered herein. Seller agrees to immediately make such prices available to Buyer.
5. INVOICES AND TERMS OF PAYMENT: (a) Seller shall transmit all invoices in duplicate to Buyer's Accounts Payable Department at 'Ship To' address appearing on face hereof and not to any other employee or buyer, referencing each invoice against Buyer's purchase order number and ('Ship To') address designated on face hereof. Separate invoices shall be supplied for each purchase order number. Discount periods shall date from delivery of material or from receipt of proper and correct invoices, whichever is later. Delay in receiving invoices or shipments, as well as errors or omissions in invoices or shipments, will be considered just cause for withholding settlement without losing cash discount privileges.
6. BUYER'S PROPERTY: (a) Unencumbered title to any and all property furnished by Buyer at no charge to Seller in connection with this purchase order (including property furnished by Buyer on memo billing where such memo billing is solely for the purpose of maintaining accurate records) shall at all times remain in Buyer, whether or not Seller performs any work on such property. (b) All property furnished by Buyer or which Buyer authorizes Seller to acquire for work on this purchase order shall be maintained in suitable condition to do the work by and at the expense of Seller and returned to Buyer at any time upon request. (c) Seller shall be responsible for any and all loss or damage to Buyer's property.
7. SPARE PARTS SUPPORT: Seller agrees to fill Buyer's spare part order for detail parts, prime components, and/or assemblies, and in reasonable quantitites, at reasonable prices, commencing from the date of first delivery hereunder and continuing for a period of not less than five years after the date of last delivery of any unit for which spare parts might thereafter be required. Therefore, if Seller desires to discontinue supplying the same, Seller agrees to offer to sell to Buyer at reasonable prices (considering original cost, depreciation, and current condition) all special tooling and fixtures owned by Seller which are required to produce such spare parts.
8. WARRANTY: Seller expressly warrants that the items covered by this purchase order will be merchantable, fit, and sufficient for the purpose intended, and will be of good material and workmanship and free from defects. Also, any express warranties created by affirmation of fact, promise, description, sample or model, will apply to such items, Seller agrees to defend, protect, hold harmless and indemnify Buyer, its successors, assigns, dealers, agents, customers, and users of its products against any and all loss or liability caused by a breach, or allegedly caused by the breach of such warranties.
9. DEFECTS AFTER ACCEPTANCE: If any of the items which have been inspected, tested, and accepted by Buyer, fail to meet the warranty contained in Paragraph 8, Seller upon notice thereof from Buyer shall promptly correct or replace the same at Seller's expense.
10. PROTOTYPES, MODELS, DESIGNS, SPECIFICATIONS, DRAWINGS, BLUEPRINTS AND ENGINEERING AND MANUFACTURING DISCLOSURES: Seller understands and agrees that the benefits of designs, specifications, drawings, blueprints, and manufacturing information of Buyer or prepared for Buyer is limited to and shall not extend or be used beyond the scope and subject matter of this purchase order, and Buyer retains all property and other rights thereto. Seller further agrees to be responsible for the safeguarding of all secret, confidential, or restricted matters which may be disclosed or that may be developed in connection with work under this purchase order, and to require the same agreement of any other party to whom any work or duty relating to this agreement may be delegated.
11. PATENT GUARANTEE: Seller shall, with respect to any material composition, item, article, part, device, assembly or apparatus, designed by Seller or of Seller's standard manufacture, furnished Buyer under this purchase order, defend, protect, hold harmless, and indemnify Buyer, its successors, assigns, dealers, agents, customers, and users of its products forever against any and all suits at law or in equity and from all demands and claims on account of infringement of any United States or Foreign Letters Patent or alleged patented design articles or inventions or of manufacturing and/or processing if by reason of such patent infringement claims or settlements, thereof Buyer is prevented from using any item covered by this purchase order, Seller will, at his own expense, either procure for Buyer the right to continue using the same, replace the same with a similar non-infringing item satisfactory to Buyer, or modify the same in a manner satisfactory to Buyer so it becomes non-infringing.
12. TRANSPORTATION, LABELING, PACKAGING, AND PACKING: Buyer may elect to utilize Buyer's trucks in which case Buyer shall be reimbursed at commercial motor carrier rates. Unless otherwise specified herein, Seller shall properly mark each package with Buyers purchase order number, part number, factory or other destination, and dock number. Where multiple packages comprise a single shipment, each package shall be consecutively numbered, and Seller shall show on Bill of Lading a separate weight for each tariff classification and accurate description as to kinds of packages. Packing slips must accompany each shipment. Containers holding packing slips in multiple package shipments must be so marked. Unless otherwise specified, new prices include containers, labeling, packaging, packing and all dunnage, etc. necessary to insure safe transportation by common carrier at lowest rate. Seller agrees to assume and pay all extra expense accruing because of improper packaging, marking or routing.
13. POLICY: Seller shall not disclose the fact Seller has contracted to furnish Buyer items described herein.
14. EMPLOYMENT PRACTICES: (a) The Seller agrees in accepting this order that the merchandise purchased hereunder or has been manufactured and delivered in accordance with the provisions of the Fair Labor Standards Act. (b) During the performance of this contract, the Seller agrees as follows:
(1) The Seller will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, or religion. The Seller will take affirmation action to ensure that applicants are employed; and that employees are treated during employment without regard to their race, creed, color, national origin, sex or religion. Such action shall include, but not be limited to the following; employment upgrading, demotion, or transfer, recruitment or recruitment advertising; lay-off or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Seller agrees to, post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this non-discrimination clause.
(2) The Seller will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration, for employment without regard to race, creed, color, national origin, sex or religion.
(3) The Seller will send to each labor union or representative of workers with which he had a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or worker's representatives of the Seller's commitment under this Section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(4) The Seller will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(5) The Seller will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereof, and will permit access to his books, records, and accounts by the administrating agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(6) In the event of the Seller's noncompliance with the non-discrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be cancelled, terminated, or suspended in whole, or in part and the Buyer may be declared ineligible for further government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(7) The Seller will include the portion of the sentence immediately preceding this Paragraph (1) and the provisions of Paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each contractor or vendor. The Seller will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event a contractor becomes involved in or is threatened with litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. c) The parties hereto agree to comply with all requirements of Executive Order 13496 dated January 30, 2009 and 29 CFR Part 471. The Employee Notice Clause contained in 29 CFR Part 471, Appendix A to Subpart A is incorporated herein by reference as though fully set forth herein.
15. WAIVER: The failure of either party at any time to require performance by the other party to any provision hereof shall in no way affect the full right to require such performance at any time thereafter. The remedies herein reserved shall be cumulative and in addition to any other remedies provided by law or equity.
16. INSURANCE: If this purchase order requires work to be performed on Seller's premises, Seller agrees that in performing such work, Seller is an independent contractor and further agrees to indemnify Buyer against all loss or damages arising out of or caused by operations of Seller in connection with such work required by this purchase order to perform the work in accordance with Buyer's safety rules, and prior to commencement of the work to furnish to Buyer evidence of and to continue to maintain insurance satisfactory to Buyer with limits not lower than herein stated: (1) Workmans Compensation, Occupational Diseases and Employers Liability insurance, (2) Comprehensive Public and Contractual Liability Bodily injury insurance in minimum limits of $100,000 / $300,000 and Property Damage insurance in limits of $50,000 / $100,000 aggregate. (3) Automobile Bodily Injury in limits of $100,000 each person, $300,000 each occurrence, and Property Damage $50,000 each occurrence, Seller agrees that the items covered by this purchase order will be insured against product liability claims and will, upon request provide Buyer with a Certificate of Insurance naming Buyer as an additional insured.
17. INTERPRETATION: This purchase order shall be considered as executed in and shall be construed in accordance with the laws of the State of Kansas. For the purpose of this purchase order, Seller is a "Merchant" within the meaning of that term under the Uniform Commercial Code.
18. OSHA: Seller warranties that each item supplied pursuant to this order complies with all existing standards promulgated and adopted pursuant to the Occupational Safety and Health Act of 1970 as amended.
19. INDEMNIFICATION: Seller indemnifies Buyer, its officer, directors, employees, controlling persons, agents and customers against any loss, damage or liability or cost of investigation (including legal fees) for: (a) Any property damage or personal injury, whether occurring on buyer's premises, or elsewhere, caused in whole or in part by the action or omission of Seller, its agents, subcontractors or lower tier subcontractors. Seller will maintain appropriate insurance covering the foregoing including, without limitation, workmen's compensation insurance, and (b) Any Recall Campaign based on a defect or nonconformance with a State or Federal Standard by the products, material, fabric, parts or components furnished by the Seller on this purchase order. Seller is hereby given notice that when a Recall Campaign is instituted that Seller does affect all repairs at its expense. The Seller agrees that the Buyer shall be the sole judge of whether or not a safety related defect exists. The Seller shall establish and maintain all records and reports required by law and in case of a recall involving its, the Sellers, products, shall make such records and reports available to the Buyer.