PURCHASE ORDER TERMS AND CONDITIONS
HI-VOL PRODUCTS Ė LIVONIA OPERATIONS
12955 INKSTER ROAD
1. Acceptance of this order constitutes acknowledgement that there are no verbal understandings.
2. No charges will be allowed for containers, crating, boxing or drayage unless stated herein.
3. If price is omitted on order, it is agreed that your price will be the lowest prevailing market price.
4. Goods found defective on inspection will be returned for credit.
5. Articles and material furnished on this order shall be of highest grade and highest quality, equal to the highest standards of their kind.
6. The seller warrants that the sale or use of the articles, goods, or material covered by this order will not infringe or contribute to the infringement of any patents or copyrights, either in the U.S. or foreign countries, and the seller agrees to defend every suit for any such alleged infringement which may be brought against purchaser, its customers, or other persons in privity with purchaser, and to pay all expenses and fees of counsel which may be incurred in defending such actions, and all costs, damages, or other recoveries in such suit.
7. BUYER reserves the right to cancel this order or any portion thereof if through the fault of seller the material is not shipped according to the delivery specified.
8. SUPPLIER herein guarantees compliance with Federal and State laws respecting manufacture, assembly, purchase, or sale of any product in connection with this order and guarantees to indemnify BUYER against all claims or damages resulting there from. All invoices must have the following certification to be passed for payment; ďSeller represents that with respect to the production of the articles and/or the performance of the services covered by this invoice, it has fully complied with Section 12 (a) of the Fair Labor Standards Act of 1938, as amended,Ē
9. This Purchase Order is issued to the Seller in reliance upon its personal performance of the duties imposed and by accepting same the Seller agrees not to assign this order or delegate the performance of its duties without the consent in writing of the Purchaser. Any such assignment or delegation attempted without the previous written consent of the Purchaser shall effect at the option of the Purchaser, a cancellation of all the Purchaserís obligations hereunder.
10. Upon the happening of any one or more of the following events, Purchaser shall forthwith have the unrestricted right to cancel and terminate the within contract; (1) Sellerís insolvency or commission of an act of bankruptcy; (2) filing voluntary or involuntary petition of bankruptcy by or against Seller, (3) appointment of a receiver of Seller by any court of competent jurisdiction, or (4) If, at any time, in the sole judgement of Purchaser, Sellerís condition shall be such as to endanger its performance hereunder. The acceptance of goods after the occurrence of any of the events above enumerated shall not affect the right of the Purchaser to cancel its obligations.
11. IT IS UNDERSTOOD AND AGREED that Seller grants the Purchaser the right to at any time specify the Carrier and/or the method of transportation to be employed in conveying any part or all of the materials covered herein, upon proper adjustment being made to cover any difference in transportation cost from the transportation cost agreed upon herein.
12. IT IS UNDERSTOOD AND AGREED that the Seller will indemnify and hold harmless the Purchaser against any and all liability whatsoever, which may be incurred by the Purchaser for damages, costs, attorney fees, and/or injuries by virtue of defective material or workmanship in the articles or materials supplied hereunder, and Seller shall be liable for any damage to Purchaserís property caused by negligence of the Seller or any of its agents, servants, or employees.
13. IT IS UNDERSTOOD AND AGREED that this order may be changed as to delivery or cancelled in part or in its entirety by the Purchaser in event of fire, accidents, strikes, Government Acts or other conditions beyond Purchaserís control.
14. IT IS UNDERSTOOD AND AGREED that any delivery made in accordance with this order constitutes an acceptance of the foregoing conditions.
15. It is agreed that promptness of delivery of material as specified herein is of the essence of this order.
16. If the material specified in this order is peculiar to Purchaserís design either as an assembly or a component part of any assembly, or if it bears the Purchaserís trademark or other identifying mark, it will not bear the trademark or other designation of the Seller, and similar material shall not be sold or otherwise disposed of to anyone other than the Purchaser.