- ACCEPTANCE OF TERMS AND CONDITIONS WITHOUT CHANGES: The Purchase Order (herein referred to as “the Order”) including the terms and Conditions contained herein, is the complete and final agreement between A.H. Stock Manufacturing Corporation (herein referred to as “A.H. Stock Mfg. “) and the Seller (herein referred to as “Supplier”) of the goods and/or services identified on the purchase order. Acceptance and recognition, of any kind, of the Order by the Supplier shall be deemed an acceptance without exception to the terms of the Order. Additional or different terms already or hereafter proposed by the Supplier, whether in a quotation, acknowledgment, invoice or otherwise, are rejected and shall not apply. No change to this Order shall be binding unless Agreed to in writing signed by A.H. Stock Mfg. or a changed Purchase Order.
- CHANGES: A.H. Stock Mfg. may at any time make changes in drawings, designs, specifications, materials, packaging, delivery instructions, quantities or other terms of the Order, which changes shall be immediately implemented by the Supplier. If any such change causes an increase or decrease in the cost, or the time required for performance, an equitable adjustment shall be made, and this Order shall be accordingly modified in writing. The Supplier shall not change either the location where the goods are produced or the method of producing goods without providing A.H. Stock Mfg. with prior written notice of such changes.
- TERMINATION FOR CONVENIENCE OF A.H. STOCK MFG.: A.H. Stock Mfg. may at any time terminate the Order or any part hereof for its sole convenience, at which time the supplier shall immediately stop all work related to the Order.
- TERMINATION FOR CAUSE: A.H. Stock Mfg. may cancel the Order without penalty (1) if Supplier fails to comply with the specifications, terms or conditions of the Order, (2) if delivery is delayed beyond the requested delivery date, if any, (3) if a petition in bankruptcy is filed by or against the Supplier, or the Supplier is declared insolvent or has a receiver or trustee appointed for it or its assets, or if the supplier makes an assignment for the benefit of creditors or commences proceedings under any state insolvency or similar law, or (4) if A.H. Stock Mfg. encounters any strike , fire, accident, or other cause beyond its control which affects its ability to receive and use the goods ordered.
- DELIVERY: If delivery of terms or rendering of services is not completed by the specified delivery date, A.H. Stock reserves the right, in addition to its other rights, to return goods or terminate all or parts of the Order and charge the Supplier with all costs, expenses and damages associated with such return or termination. The Supplier shall strictly comply with the delivery instructions contained on the front of the Order, if none are stated, goods shall be delivered F.O.B. destination designated by A.H. Stock Mfg... A.H. Stock Mfg. may delay delivery and/or acceptance for causes arising beyond its control.
- PACKAGING AND SHIPPING: All packages shall be clearly marked with A.H. Stock Mfg. Purchase Order number, appropriate description of the goods, manufacturing date codes, the part number(s) and quantity of items contained with each package. No additional charges of any kind, including charges for boxing, packaging, cartage, or other extras, shall be added unless specified on the face of the Order.
- CALIBRATION: Any required calibration on goods supplied to A.H. Stock Mfg. must be performed on equipment calibrated against a national or international standard as part of a calibration system determined to be acceptable to A.H. Stock Mfg.
- TAXES: Unless otherwise specified on the face of the Order, the prices herein include all applicable federal, state, and local taxes, customs, duties and fees of every kind and nature, including without limitation sales and use taxes.
- IDEMNIFICATION: The Seller shall defend, protect, indemnify and hold A.H. Stock Mfg., all of its employees, customers, successors and assigns, harmless against any claim, action, proceeding, liability, loss, cost or expense whatsoever, including attorney’s fees, arising in connection with any actual or alleged (a) defect in the goods, (b) failure by Seller to comply with A.H. Stock Mfg. specifications or with the express or implied warranties of the Seller, (c) violations by the goods, or in their manufacture or sale, of any federal, state, local, foreign or international law, rule or regulation, (d) infringement of any patent, trademark, trade name, trade secret, copyright or other property right by reason of the sale or shall give Seller prompt notice thereof in writing. A.H. Stock Mfg. and any other parties to any such action shall have the right to employ, at A.H. Stock Mfg. expense, counsel on their behalf, and shall have the right to participate in the defense of such action.
- COMPLIANCE WITH LAWS: Seller shall comply with all applicable local, state, federal, international, and foreign laws, rules, regulations, standards and codes.
- WARRANTIES: Seller warrants to A.H. Stock Mfg. and to each of its Customers that all goods delivered and services performed shall (1) be merchantable and free from defects in design, materials and workmanship; (2) conform to specifications (including performance specification), descriptions, drawings, designs, and other conditions approved and adopted by A.H. Stock Mfg. (3) be free from all liens and encumbrances; and (4) be fit and safe for their intended purpose. Seller also warrants that it shall obtain and assign or otherwise provide A.H. Stock Mfg. the benefits of warranties and guarantees provided by manufacturers or Suppliers of material or equipment incorporated into the goods or services, and shall perform its responsibilities so that such warranties or guarantees remain in full effect.
Seller agrees to promptly replace or otherwise correct, without expense to A.H. Stock Mfg., any of the goods or services that do not conform to the foregoing warranties. In the event that the Supplier fails to promptly make replacement or correction, A.H. Stock Mfg. may cause such replacement or correction to be made and charge Seller for all expenses associated therewith. Seller shall pay for the direct costs incurred by A.H. Stock Mfg. due to downtime or other plant disruptions resulting from any breach by Seller of its obligations hereunder. Any Goods furnished in replacement shall be subjected to all provisions of this clause to the same extent as items initially furnished with a like warranty period commencing with date of replacement. The foregoing remedies shall be addition to any remedies provided by law or equity. - APPLICATION DESIGN: Seller warrants that all the goods provided hereunder have been subjected to product testing, which ensures that such goods have a life of at least (5) years or a reasonable amount of time when used in A.H. Stock Mfg.’s application.
- PROPRIETARY INFORMATION, CONFIDENTIALITY, ADVERTISING:Subject to the terms of any confidentiality agreement heretofore or hereafter entered into between A.H. Stock Mfg. and its Seller, all information furnished by A.H. Stock Mfg. or any other person acting on behalf of A.H. Stock Mfg. and all information learned or observed about A.H. Stock Mfg. or its operations through performing this Order is confidential and Seller shall not disclose any such information to any other person, or use such information for any purpose other than performing this Order without A.H. Stock Mfg. express written consent. All information in tangible form, including drawings, samples, models, specifications, or other documents provided by A.H. Stock Mfg. or prepared by Seller for A.H. Stock Mfg. shall be returned to A.H. Stock Mfg. promptly upon request. Seller shall not publicize the fact that A.H. Stock Mfg. has contracted to purchase goods or services from Seller, nor shall any information relating to this Order be disclosed without A.H. Stock Mfg. written consent. Unless otherwise agreed in writing, no information disclosed by Seller or A.H. Stock Mfg. shall be deemed confidential and Seller shall have no rights against A.H. Stock Mfg. with respect to A.H. Stock Mfg.’s use thereof.
- MISCELLANEOUS: (1) this Order and the parties performance hereunder shall be governed by internal laws of the State of Wisconsin; (2) no remedy provided herein shall be exclusive of any other remedy hereunder or provided by an applicable law;(3) the invalidity or unenforceability of any provision of this Order shall not affect the validity or enforceability of any other provisions of the Order;(4) Seller shall not delegate in any manner to any other person the performance of any work or the supplying of any goods or service under the Order without the prior written consent of A.H. Stock Mfg. and;(5) A.H. Stock Mfg.’s failure to insist on performance of any of the terms in this Order, its failure to exercise any right or privilege or its waiver of any breach hereunder shall not effect a waiver of any other right or privilege, whether of the same or similar type.
