Hajoca Corporation
Terms and Conditions of Purchase
Notice
By shipping the goods ordered or by acknowledging receipt
of this order, you thereby accept and agree to the terms and
conditions of sale set forth below as well as those set forth on
the face of our purchase order. These terms and conditions
constitute our offer to purchase and may only be accepted on the
exact terms set forth and no other terms and conditions shall be
controlling. These terms and conditions supersede the terms
of your proposal or acknowledgement form, if any.
Authority
The Profit Center Manager or his/her designated agent
shall have final authority to approve, amend or cancel any purchase
order issued.
Price and Payment
This order must not be filled at higher prices than last
quoted or charged, without the prior written approval of our Profit
Center Manager or his/her designated agent. If any of the
prices specified in this order have been reduced at the time of
shipment, you agree to bill us at the reduced price. If no
price is specified on this order for an item, you agree to bill us
for such item at the lower of your price for such item on the date
of this order or your price at the date of shipment. Payment
shall be as specified on the face of our purchase order. We will
not honor drafts drawn upon us for this order of any C.O.D.
shipments. No charge will be allowed for packing, freight or
cartage without our prior written approval. Prices charged by
you shall not be in excess of any ceilings established or those
permitted by applicable law or governmental regulations, if
any.
Delivery and Risk of Loss
We may cancel or reject all or any part of this order
which is not delivered within the time specified. Time is of
the essence. Unless otherwise specified in writing, title to
the goods shall pass to us at the F.O.B. destination point set
forth on the face of our purchase order.
Warranties and Claims
Goods delivered hereunder are subject to inspection,
testing and approval by us, or if shipped directly to our customer,
by our customer. You warrant that the goods to be purchased
hereunder: (a) are free from defects of title, labor,
material, or fabrication; (b) conform to applicable specifications,
drawings, samples or other descriptions given; (c) are suitable for
the purposes intended; (d) are of merchantable quality; (e) were
designed and manufactured in conformity with all applicable
federal, state or local laws or regulations presently in effect in
the United States and the laws of the other countries in which the
goods are produced or delivered; (f) Seller warrants that all goods
provided hereunder shall strictly adhere to all applicable federal,
state or local laws or regulations presently in effect in the
United States and all other countries in which the goods are
produced or delivered with respect to the operation of their
production facilities and labor practices including, without
limitation, the Fair Labor Standards Act, and those pertaining to
the manufacturer, labeling, invoicing and sale of such goods or
services; (g) shall not violate or infringe the proprietary or
intellectual property rights of any person or entity; and (h) if of
your design, are free from defects in design. These
warranties shall be for our benefit as well as for our successors,
assigns and customers and all users of the goods. You agree
to replace, install or correct promptly without expense to us, any
goods not conforming to your above warranties when notified by
us. In the event of your failure to correct or replace goods
as required, we may do so and charge you for the expense we
incurred in doing so. Acceptance or any use of the goods
shipped to us or our customer hereunder shall not affect your
obligation under the above warranties. All rejected goods
shall be charged back to you at full invoice price, plus handling
and transportation charges. On shipments made direct to our
customers, you will, upon request, promptly present claim for loss,
damage or over-charge to the carrier. In the event of
shortages, our count or that of our customer shall govern. If
goods have been rejected by us or our customer and you have been
notified of rejection, the goods shall thereafter be held at your
risk and expense. Unless promptly notified to the contrary,
we will redeliver said goods to the carrier which made delivery to
us for return to you at your expense. The above remedies are
not exclusive and shall not preclude seeking damages from you for
any breach of your representations and warranties.
Complaince with Laws
Sellers located in the United States warrant that they
shall at all times comply with applicable provisions relating to
government contractors and subcontractors, which provisions, and
any contract clauses required thereunder, are incorporated in this
purchase order by reference as if set forth in full including
Executive Order 13496, 29 C.F.R. Part 471, Appendix A, the
Affirmative Action and Equal Employment Opportunity clause of
Executive Order 11246, as amended; 41 C.F.R. § 60-1.4; 41 C.F.R. §
60-250.5; 41 C.F.R. § 60-300; and 41 C.F.R. § 60-741.5. Where
legally required, Seller shall include these clauses in its
purchase orders supporting this order and shall, at Hajoca's
request, certify to all of the foregoing.
Indemnification
You agree to indemnify and hold us and/or our customers
harmless against any claims, loss, damages, expenses or cost
arising out of or connected with any: (i) alleged
infringement of patent; (ii) breach of your representations
and warranties relating to the goods to be purchased hereunder; or
(iii) death of or bodily injury to any person, damage to any real
or tangible personal property, or any other damage or loss
resulting or claimed to result from any actual or alleged defect in
the goods or caused by the negligence or misconduct or your
respective employees or other authorized agents. With respect
to patent infringements, you will also promptly undertake the
defense of any such action brought against us.
Taxes
You accept and assume exclusive liability for timely
compliance with and payment of all assessments and taxes under all
valid federal and state laws which might impose any charge or
liability on us in connection with the subject matter of this
order, and you hereby undertake to reimburse us on demand for all
sums we may pay under any such law in event of your failure to
comply therewith.
Terminations-Government Contracts
As to any of the material contained in this order, which
is for delivery under Government contracts, this order is placed
with you upon condition that if any corresponding order from our
customer is terminated in whole or in part, you agree to accept
termination of that portion of the order upon notice from us.
Settlement between us shall be made pursuant to the provisions of
the United States Government's standard termination clauses then in
force.
Insurance
You shall procure and maintain at your own expense
Commercial General Liability, Product Liability and Operations
Liability Insurance on an occurrence basis with policy limits of at
least $1,000,000. This insurance must be written by an insurance
company with a minimum rating of Best's A- VII or its equivalent,
duly incorporated in the United States of America. You shall
evidence that such insurance is in force. You shall use your
reasonable commercial efforts to obtain a written obligation from
the insurer to notify Hajoca Corporation in writing at least thirty
(30) days prior to cancellation or refusal to renew. You
shall, within 30 days prior to expiration of such insurance,
deliver another certificate of the insurer evidencing renewal of
such insurance.
Termination for Buyer's Convenience
We may at any time terminate this purchase order in whole
or in part for our convenience for any reason whatsoever. If
such termination occurs after partial deliveries shall have been
made, or other partial performance hereunder has occurred, and same
has been accepted by us, you shall be paid therefore at applicable
unit prices or on the basis of percentage completed which has been
agreed upon at time of acceptance. We shall have the right to
take possession of any goods or materials in your possession and we
shall reimburse you for the cost thereof, subject to our right of
set-off. Hajoca shall not be liable for any
indirect, economic, incidental, punitive or consequential damages
(including, without limitation, lost profits, loss of business
revenue or earnings or the like) directly or indirectly arising out
of, or in connection with, the transactions contemplated by this
purchase order.
Assignment
This purchase order or any interest or claim thereunder
shall not be assigned or subcontracted or transferred by you
without prior written approval from Hajoca.
Modification
These terms and conditions may only be amended or modified
by a written instrument signed by both parties.
Choice of Law/Venue
The interpretation and enforcement of this purchase order
shall be governed by the laws of the Commonwealth of
Pennsylvania. Vendor hereby consents to the exclusive
jurisdiction of the Pennsylvania state courts in any and all
actions or proceedings arising hereunder.
Revised 7/12/10.