STANDARD TERMS FOR
PURCHASES OF GOODS OR SERVICES
1.
Formation of Contract. The terms set forth in this Purchase Order
(“Order”) are the sole terms (“Terms”) for the purchase of goods and services by
Polymerica Limited Company, LLC and Subsidiaries dba: Global Enterprises,
Global El Paso, and Global Chesterfield (“Buyer”), and shall apply to the
exclusion of any additional or different terms contained in Seller’s quotation,
proposal or acknowledgment, or otherwise proposed by Seller. The Order is
limited to and conditional upon Seller’s acceptance of these terms
exclusively. Seller’s acceptance of these terms shall be conclusively
presumed by Seller’s shipment of the goods or performance of the services
requested under this Order, or by Seller’s return to Buyer of an acknowledgment
of this Order. Any contract made for the purchase of goods or services by Buyer
is conditional on Seller’s assent to all of the terms stated in this
Order. Buyer objects to any additional or different terms proposed by
Seller.
2.
Invoicing; Payment and Price. All invoices must show the Order
number. Unless otherwise stated in this Order, invoices for accepted
goods and services will be paid on either the 15th or the 30th
following 60 days from receipt prox. Payment does not constitute
acceptance of goods or services. The price stated in this Order shall not
be increased unless specifically authorized in writing by issuance of a revised
Order signed by Buyer. Seller warrants that the prices charged Buyer and
stated in this Order are no higher than prices charged by Seller to others for
similar goods or services in similar quantities and conditions.
3.
Taxes. No sales, use, excise or other taxes, whether federal,
state or local, shall be added to the purchase price unless otherwise stated in
this Order.
4.
Shipping and Delivery. Seller shall deliver to the specific dock
identified in the purchase order. Seller must include a packing list with
all shipments. Delivery shall be made in one shipment immediately, unless
otherwise specified by Buyer to Seller. Seller shall adhere to shipping
directions specified on Buyer’s releases. Seller acknowledges that time
is of the essence and Seller shall notify Buyer immediately if Seller believes
it cannot meet Buyer’s delivery requirements. Buyer may from time to time
change delivery schedules. Buyer shall not be liable for payment for
goods delivered in excess of the quantities or after the times specified in
Buyer’s delivery instructions to Seller. Unless otherwise stated in this
Order, all shipments shall be F.O.B. Buyer’s plant and shall be made at
Seller’s expense and risk of loss. Buyer shall have the right to instruct Seller
on the method of shipment and packaging. No charges will be allowed for
boxing, crating, packing, or other preparation for shipment.
5.
Changes. Any changes to the design (including drawings and
specifications), processing, methods of packing and shipping, and the date or
place of delivery of the goods covered by this Order shall not affect the time
or performance or cost, unless Seller notifies Buyer in writing within ten (10)
days of receipt by Seller of notice of any change Order. Without Buyer’s
prior written approval, Seller shall not change (a) any third party
supplier to Seller of services, raw materials, or goods used by Seller in
connection with its performance under this Order, or (b) the nature, type,
or quality of any services, raw materials, or goods used by Seller or its
suppliers in connection with this Order.
6.
Inspection of Goods; Samples. All goods and services described in
this Order shall be subject to Buyer’s inspection and approval. Buyer
reserves the right to reject any nonconforming goods or services.
Acceptance of any goods shall not relieve Seller from any of its other
obligations under this purchase order. Seller shall provide samples in
the amounts and at the times requested by Buyer.
7.
Seller’s Quality Control; Inspection of Seller. Seller agrees to
establish and maintain quality control procedures to satisfy the requirements
of Buyer and Buyer’s customers, including but not limited to all applicable
automotive manufacturer and other automotive industry standards. Buyer
has the right to inspect Seller’s plant periodically to determine Seller’s
compliance with applicable quality control standards.
8.
Seller’s Warranties. Seller expressly warrants to Buyer, its
customers and assigns, that all the goods and services provided under this
purchase order will (a) conform to the specifications, drawings, samples,
representations and other descriptions of the goods and services specified by
Buyer, or made by Seller, (b) will be of good material and workmanship, free
from defects in material, design and workmanship, (c) will be merchantable and
fit for the particular purposes of Buyer and its customers (to the extent
Seller is on notice of those purposes); (d) will comply with all
applicable laws and regulations, including but not limited to Seller’s
identification of any hazardous materials and Seller’s providing to Buyer all
applicable M.S.D.S. forms; and (e) that any tooling or dies sold or
provided by Seller to Buyer will be capable of producing parts that are
acceptable to Buyer and its customers. These warranties shall be in
addition to any other warranty stated in this purchase order or available to
Buyer under applicable law.
9.
Indemnification of Buyer (General). Seller shall indemnify,
defend, and hold Buyer and its agents harmless from all claims, liabilities,
and expenses, including but not limited to actual attorney fees, sustained by
Buyer or its agents that are caused by any action of Seller with regard to this
Order, including but not limited to defects in any goods or services supplied
by Seller.
10.
Indemnification of Buyer (Patents). Seller shall indemnify,
defend, and hold Buyer and its agents harmless from any claims, liabilities and
expenses, including but not limited to actual attorney fees, sustained by Buyer
or its agents and arising out of any claim of infringement of a patent,
copyright, trademark, trade name, or other proprietary right, or claim of
unfair trade or of unfair competition, in connection with the manufacture, sale
or use of the goods or services sold by Seller to Buyer, except to the extent
that any claim, liability, or expense arises solely from Seller’s compliance
with specifications furnished by Buyer.
11.
Confidentiality of Buyer’s Information. Any information disclosed
by Buyer to Seller is confidential and Seller agrees not to use or disclose any
of that information (except as necessary to fulfill Seller’s obligations under
this purchase order) without Buyer’s prior written consent.
12.
Tools and Equipment. Unless otherwise expressly provided on the
reverse side, all facilities, tools, jigs, dies, fixtures, patterns and
equipment furnished to Seller by Buyer to perform the contract, or for which
Seller has been reimbursed by Buyer, shall remain the property of Buyer.
Seller shall mark all tools, jigs, dies, fixtures, patterns and equipment owned
by Buyer in Seller possession with the Buyers Name and all applicable part
number designations noting the latest version number if applicable. Seller
agrees that Buyer has the right at any time, with or without reason, and
without payment of any kind to retake possession of or request return of any
tools and equipment belonging to Buyer. Seller shall maintain property
damage insurance on that property covering the period when the property is in
the Seller’s possession and shall keep the property in reasonable repair.
Seller shall return to Buyer all property described in this section immediately
upon completing the manufacture of the goods. All shipping charges for
the property described in this paragraph shall be Buyer’s responsibility.
Risk of loss during shipment shall be on Buyer.
13.
Termination Without Breach. Buyer may terminate without breach or
cause the contract evidenced by this Order at any time as to all or any part of
the undelivered goods or services, by giving written notice to Seller. If
Seller is not at fault, Buyer agrees to pay termination charges limited to the
cost of labor and materials for producing goods under this purchase order
incurred by Seller prior to the time Buyer notifies Seller of termination, less
any net recovery to Seller on disposition or other use of the goods. Seller
shall use its best efforts to mitigate its damages under this section.
Upon receipt of notice of termination, Seller, unless otherwise directed in
writing by Buyer, shall (a) terminate immediately all work under this
Order; (b) transfer title and deliver to Buyer the finished work, the work
in process, and the parts and materials that Seller produced or acquired in
accordance with this Order and that Seller cannot use in producing goods for
itself or for others; (c) settle all claims by subcontractors approved by
Buyer for reasonable costs that are rendered unrecoverable by the termination;
(d) take actions reasonably necessary to protect property in Seller’s
possession in which Buyer has an interest; and (e) cooperate with Buyer in
effecting the resourcing of Seller’s goods and/or services covered by this
Order to a different supplier designated by Buyer.
14.
Seller’s Default. Seller is in default if any of the following
occurs:
(a)
Seller breaches, repudiates, or threatens to breach any term in the contract
evidenced by this Order or in any other agreement between Seller and Buyer;
(b)
Insolvency of Seller or filing of a voluntary or involuntary petition in
bankruptcy with respect to Seller;
(c)
Appointment of a receiver or trustee for Seller; or
(d)
Execution of an assignment for the benefit of creditors of Seller.
15.
Buyer’s Remedies. In the event of Seller’s default, Buyer may
exercise any remedies available under applicable law, including but not limited
to:
(a)
Seller’s immediate correction, repair, or replacement of the goods and services
at Seller’s expense;
(b)
Buyer may suspend payments, suspend performance, or cancel all or any part of
the balance of any contract with Seller;
(c)
Buyer, in its sole discretion, may choose to replace the goods with goods from
a different seller, and seller shall (1) reimburse Buyer for the cost of the replacement
goods, (2) refund to Buyer all payments made to Seller, and (3) cancel all or
any part of the balance of the contract with seller; and
(d)
Seller shall reimburse Buyer for all damages suffered due to Seller’s breach,
including but not limited to incidental, consequential and other damages, as
well as lost profits, actual attorney fees, and court costs.
The
remedies in this Order shall be cumulative and in addition to any other
remedies allowed to Buyer under applicable law. No waiver by Buyer of any
breach or remedy shall be a waiver of any other breach or remedy.
16.
Limitation on Seller’s Remedies. If Buyer breaches any term in
this Order, Buyer shall not be liable for any incidental, consequential,
indirect or any other special damages of Seller, including but not limited to
lost profits or Seller’s attorney fees. Any action against Buyer arising
out of this Order must be filed within one (1) year after the claim accrues.
17.
General.
(a)
Compliance with Laws. Seller warrants that it is and will remain
in compliance with all federal, state and local laws, regulations and
ordinances relating to Seller’s ability to perform its obligations under this
purchase order.
(b)
Setoff. Buyer has the right to deductions or setoffs of any sums
due to Buyer from Seller (whether or not arising from this Order) against any
sums due to Seller from Buyer (whether or not arising from this Order).
(c)
Assignment. Seller shall not assign its rights or delegate its
duties under this Order without Buyer’s prior written consent. Buyer may
assign to any third party its rights and obligations under this Order.
(d)
Entire Agreement and Amendment. This Order contains all of the
terms of the agreement between Seller and Buyer with regard to its subject
matter and supersedes all prior oral or written representations, agreements,
and other communications between Seller and Buyer. The contract evidenced
by this Order may be amended only by a writing signed by Seller and an officer
of Buyer.
(e)
Severability. All terms shall be enforced only to the maximum
extent permitted by law. If any term is invalid or unenforceable, all
other terms shall remain in effect.
(f)
State Law. The sale of goods and services in accordance with this
Order shall be governed in all respects by the laws of the State of Michigan.
(g)
Jurisdiction and Venue. Seller and Buyer agree that any action
arising out of the sale of goods or services in accordance with this Order will
be brought, heard, and decided in Oakland County, Michigan. Seller
submits to personal jurisdiction in Michigan.
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