Precision Helical Compression
and Extension Springs with
Wire Forming Capabilities Since 1954.

Terms and Conditions

Quotation Terms and Conditions
Supplier Purchase Order Terms and Conditions

Quotation Terms and Conditions

1. Quotation Not A Binding Offer. This quotation does not constitute a binding offer by Hoosier Spring Co. Inc. (“Seller”) inviting acceptance by Buyer, but is instead an invitation by Seller to Buyer to place an order in accordance with the terms and conditions stated in this quotation. This quotation shall automatically expire if Buyer has not placed an order in accordance the terms and conditions stated in this quotation within 10 days from the date of this quotation. All orders received by Seller are subject to and conditioned on written acceptance by an authorized officer of Seller.

2. Formation of Contract. The terms and conditions set forth in these quotation Terms and Conditions comprise the sole terms and conditions for the sale of goods and services by Seller unless otherwise specifically provided for on the face of this quotation, and shall apply to the exclusion of any inconsistent or additional terms and conditions contained in Buyer’s order or acknowledgment. Any contract made for the sale of goods or services by Seller is expressly conditioned on Buyer’s assent to these terms and conditions. Buyer’s acceptance of these terms and conditions is conclusively presumed by Buyer’s submission of a purchase order in response to this quotation. Clerical errors are subject to Seller’s correction in its reasonable discretion.

3. Price. The quoted price does not include applicable taxes such as city, state and federal, sales, use, excise taxes, shipping charges, or any other services or work not specifically described in this quotation. All such taxes and charges shall be Buyer’s sole responsibility and may be added to the invoice by Seller as a separate and additional charge to Buyer unless an appropriate exemption certificate is presented which is acceptable to Seller. Seller shall also have the right at any time to separately bill Buyer for any such taxes and charges that Seller may be called upon to pay, and Buyer shall be obliged to reimburse Seller for all such amounts. The price stated on this quotation shall be subject to change in the event of increases in costs of raw materials or components, increases in labor costs, or changes in ordered quantity subsequent to the date of this quotation. The quoted price is based on bulk pack in Seller’s standard containers and will be subject to review and adjustment by Seller for any special packaging requirements.

4. Payment Terms; Shipping. Seller’s payment terms are ½% 10 days, Net 30 days. Payment in full on all invoices is due 30 days after date of shipment. No cash discounts will be allowed unless otherwise stated. All shipments shall be F.O.B. Seller’s plant in standard packaging unless otherwise stated.

5. Warranty. Seller warrants solely to Buyer as the original purchaser of the goods that the equipment and parts manufactured by Seller shall be free under normal use from defects in material or workmanship, except for normal wear and tear, and shall be manufactured in accordance in all material respects with Buyer’s designs and specifications as provided to Seller prior to such manufacture. Seller’s obligation under this warranty is limited to repair or replacement by Seller, at Seller’s sole discretion, of those goods sold by Seller to Buyer which have become defective as a result of ordinary and normal use in accordance with the designed purpose and intended application of the goods, provided that written notice of such defect is given to Seller by Buyer within forty-eight (48) hours after such defect is discovered. Seller’s liability to Buyer under this warranty shall not in any event exceed the charges paid by Buyer to Seller for the goods in question. The determination of whether a defect exists shall be made solely by Seller. Buyer shall not return any goods to Seller until Seller has been provided a reasonable opportunity to inspect and sample the goods at the Buyer’s premises to determine whether a defect exists, and whether the goods should be repaired or replaced. Any shipping cost for returning defective goods shall be paid by Seller. Seller shall not be responsible to Buyer or any third party for any plating operations conducted on equipment or parts nor any effect that such plating operations may have on the finished specifications of the equipment or parts. The warranty provided in this Section 5 is the sole and exclusive remedy of Buyer against Seller.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS QUOTATION, SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALSO DISCLAIMS AND EXCLUDES ALL LIABILITY FOR INCIDENTAL AND CONSEQUENTIAL DAMAGES FOR BREACH OF WARRANTY OR CONTRACT OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Buyer must bring any action, regardless of form, arising out of the transactions contemplated under this quotation, by not later than the one year anniversary of the date the cause of action first accrued.

6. Indemnification. BUYER SHALL INDEMNIFY AND HOLD SELLER, ITS AGENTS AND EMPLOYEES HARMLESS from and against any and all claims or causes of action brought against Seller and from any and all damages, losses, expenses, attorneys’ fees, costs and liabilities sustained by Seller arising out of any claimed defect in the goods and services supplied by Seller and any claimed improper manufacture, design, design drawings, specifications, materials or repairs provided by Buyer or Seller pursuant to this quotation. BUYER’S OBLIGATION UNDER THIS SECTION INCLUDES THE OBLIGATION TO INDEMNIFY AND HOLD SELLER HARMLESS FOR SELLER’S NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR CONCURRENT, IN THE PERFORMANCE OF ITS DUTIES AND OBLIGATIONS PURSUANT TO THIS QUOTATION.

7. Patents. Buyer hereby represents and warrants to Seller that the goods and services ordered by Buyer from Seller will not infringe on any valid patent, copyright, trademark, trade name, or other intellectual property or proprietary rights of any other party, and Buyer shall indemnify and hold Seller, its agents and employees, harmless from any claim of infringement of a patent, copyright, trademark, trade name or other intellectual property or other proprietary right, or claim of unfair competition, arising out of the manufacture, sale or use of the goods and services sold by Seller to Buyer pursuant to this quotation. Buyer’s indemnification obligation under this Section includes Buyer’s payment of Seller’s attorney fees and expenses of every nature incurred in defense of any such claim and Buyer’s obligation for judgments or decrees for profits, damages, and costs.

8. Tools and Equipment. Unless otherwise expressly provided on the face of this quotation, 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 maintain property damage insurance on all such property covering the period when such property is at Seller’s plant and shall keep such property in reasonable repair. All shipping charges for the tools and equipment described in this Section shall be Buyer’s responsibility. Risk of loss during shipment shall be on Buyer. Seller shall have, and Buyer hereby grants to Seller, a security interest in the above described tools, jigs, dies, fixtures, patterns and equipment that are in Seller’s possession as security for payment of any sums owing from Buyer to Seller arising out of the contract made pursuant to this quotation. Seller may retain possession of all such items until full payment for the goods has been made without affecting any other rights available to Seller. Seller reserves the right to scrap, at Seller’s sole discretion and without notice to Buyer, any tools, jigs, dies, fixtures, patterns, or equipment that have not been used by Seller to fulfill an order from Buyer for a continuous period of two years or longer.

9. Delay and Failure to Deliver. Seller shall not be liable in any respect for failure to ship or for delay in shipment where such failure or delay shall have been due in whole or in part to shortage or curtailment of material, labor, transportation or utility services, or to any labor or production difficulty in Seller’s plant or those of its suppliers, or to any cause beyond Seller’s control.

10. Cancellation. If Buyer cancels its order, Buyer must do so in writing and Seller may ship any items completed at time of receipt of written cancellation notice at the contract price. Seller shall stop work on the balance of the order as promptly as reasonably possible and Buyer shall reimburse Seller for all actual expenditures, commitments, liabilities and costs, determined in accordance with Seller’s ordinary and customary accounting practices, made or incurred with respect to such incomplete items, plus a profit of 10% on such costs, less any net recovery to Seller on disposition of such items to others within a period of 45 days after receipt of Buyer’s cancellation notice. If Seller can economically use any of the items to fill other active orders, then Seller shall restock such items and Buyer shall pay Seller a handling charge equal to 2% of the contract price for such items.

11. Choice of Law; Jurisdiction. The sale of goods and services contemplated in this quotation shall be governed in all respects by the laws of the State of Indiana. The parties shall bring any action arising out of the sale of goods or services contemplated in this quotation solely in any state or federal court of record in St. Joseph County, Indiana, and Buyer and Seller each hereby consent to the exclusive jurisdiction of such courts in connection with any action arising out of the sale of goods or services contemplated in this quotation.

12. Successors. The terms of this quotation shall inure to the benefit of and be binding on the successors and assigns of the parties.

13. Entire Agreement. There are no other agreements, warranties, terms or conditions relating to the goods or services to be provided in accordance with this quotation except as contained on the face of this quotation and in these terms and conditions.


HOOSIER SPRING CO., INC. (“BUYER”) TERMS AND CONDITIONS FOR SUPPLIER PURCHASE ORDERS (2010)

THIS PURCHASE ORDER IS THE EXCLUSIVE AGREEMENT BETWEEN THE PARTIES SUBJECT TO ITS TERMS AND CONDITIONS AND SUPERCEDES AND SUPPLANTS ANY QUOTATIONS OR REPLIES TO REQUEST FOR PROPOSAL OR QUOTE, OR SELLER CONFIRMATIONS OR ANY OTHER DOCUMENT CONTAINING CONFLICTING TERMS AND CONDITIONS.

1. ACCEPTANCE.  Any of the following shall constitute Seller’s unqualified acceptance of this Purchase Order; (a) acknowledgment of this Purchase Order, (b) furnishing of any Supplies under this Purchase Order, (c) acceptance of any payment under this Purchase Order, or (d) commencement of performance under this Purchase Order. Additional or differing terms or conditions proposed by Seller or included in Seller’s acknowledgment hereof, shall be void and have no effect unless accepted in writing by Buyer. No change in, modification of, or revision to, this Purchase Order shall be valid unless in writing and signed by Buyer.

2. ASSIGNMENT AND SUBCONTRACTING.  Neither this Purchase Order nor any interest under it shall be assignable nor any duties delegable by Seller, voluntarily or involuntarily, without Buyer’s prior written consent. Any attempt to assign such interest or delegate such duties without Buyer’s written consent shall be void. Any such consent given shall not be deemed to waive or prejudice Buyer’s right to recoupment and/or set off any claims arising out of this or any other transactions with Seller, its divisions, affiliates or subsidiaries, or to settle or adjust matters with Seller without notice to assignees. Seller shall not subcontract the furnishing or any of the complete or substantially complete articles required by this Purchase Order without prior written approval of Buyer.

3. WARRANTIES.  Seller warrants that the goods and services described herein shall be free from defects in workmanship and materials and shall conform strictly to applicable specifications, drawings and approved samples, if any, including performance specifications and, if of Seller’s design, will be free from design defects. These warranties shall remain in effect for a period of twelve (12) months from date of acceptance by Buyer. All warranties shall run to Buyer, its customers and subsequent owners of the goods or end products of which they are a part. In the event of a breach hereunder, Buyer may require that the goods be repaired or replaced, or Buyer may return all or part of the goods to Seller for refund or Buyer may retain the goods. In the event Buyer retains the goods, the price of this Purchase Order shall be equitably reduced and if the contract price has been paid a refund will be made to the Buyer. Seller agrees to indemnify Buyer, its customers or subsequent owners, for all liabilities, losses, costs, and expenses, including costs of tests performed by Buyer, its customers or subsequent owners in determining whether a breach has occurred, any and all costs of disassembly and reassembly incurred as a result of the breach and reasonable attorneys’ fees and costs of litigation resulting from any breach of any or all of said warranties, express or implied. Notice of breach shall be deemed sufficient if given within 90 days after discovery thereof by Buyer. All warranties shall be construed as conditions as well as promises and shall not be deemed to be exclusive.

4. CHANGES.  Buyer shall have the right at any time to make changes in the drawings, designs, specifications, quantities, delivery schedules, methods of shipment or packaging and place of inspection, acceptance and/or point of delivery of any item in this Purchase Order; and Seller agrees to be bound thereby. No change shall be effective unless authorized in writing by Buyer. If such changes result in delay or an increase or decrease in cost to Seller, Seller shall notify Buyer immediately and negotiate an equitable adjustment, provided, however, that Seller shall, in all events, proceed diligently to perform the work or services or supply the items contracted for under this Purchase Order as so changed. No claim by Seller for such equitable adjustment shall be valid unless received by Buyer in writing within 15 days from the date of such Change Notice, accompanied by an estimate of charges resulting from such change. Buyer’s engineering and technical personnel may, from time to time, render assistance or give technical advice to or effect an exchange of information with Seller’s personnel in a liaison effort concerning the articles to be furnished hereunder.  However, such exchange of information or advice shall not vest Seller with any express or implied authority to change any of the provisions of this contract, nor shall any confirmation or other agreement proposing alternate or conflicting terms and conditions of this Purchase Order be binding upon Buyer.

5. DELIVERY.  Time is of the essence in the performance of this Purchase Order.  Buyer may accept or return to Seller at Seller’s expense items received in advance of their required delivery date as specified on the face of this Purchase Order. No retention shall waive Buyer’s right to return subsequent shipments that are delivered in advance of the required delivery date, nor shall said retention accelerate time for payment. Over-shipments may be returned at Seller’s expense or retained by Buyer at no increase in unit price.  Seller shall not, without Buyer’s written consent, manufacture or procure materials in advance of Seller’s normal flow time or deliver in advance of schedule. In the event of termination or change, no claims will be allowed for any such manufacture or material commitments in advance of the lead-time necessary to meet Buyer’s firm delivery schedule and those planned schedules that are within Seller’s lead-time unless there has been such prior written consent of Buyer.

6. BUYER’S PROPERTY.

(a) All property used by Seller but owned, furnished, charged to or paid for by Buyer shall be the property of Buyer subject to removal and inspection by Buyer at any time without cost or expense to Buyer. All such property shall be identified and marked appropriately as Buyer’s property, used only for this Purchase Order and insured in Buyer’s name in the amount of its full replacement value as determined by Buyer.  Seller shall maintain full liability insurance on Buyer’s property while it is out of the possession of Buyer. Seller shall pay the premiums of all the aforesaid insurance policies. All insurance policies shall contain a provision whereby the insurance company agrees to give Buyer a thirty (30) day written notification prior to cancellation or reduction in coverage of any or all of the policies. Seller shall assume all liability for and maintain and repair such property and return the same to Buyer in as good condition as when received, reasonable wear and tear excepted and except for the utilization of the property in accordance with the provisions of the Purchase Order. Buyer does not guarantee the quality or suitability of any tooling or any material supplied by it. If this Purchase Order is for tooling, such tooling, upon completion, shall become the property of Buyer.
(b) Seller shall not reproduce, use or disclose any data, designs or other information belonging to or supplied by or on behalf of Buyer, or developed as a result of the performance of this Purchase Order, except as necessary in the performance of orders for Buyer. Unless otherwise specified by Buyer, such data, designs or other information and any copies thereof shall be returned to Buyer upon completion or earlier termination of this Purchase Order. Buyer shall be considered the person for whom the work was prepared for the purpose of authorship in any copy-rightable work created by Seller pursuant to this Purchase Order. Any information which Seller may disclose to Buyer with respect to the design, manufacture, sale or use of the times covered by this Purchase Order shall be deemed to have been disclosed as part of the consideration for this Purchase Order, and Seller shall not assert any claim against Buyer by reason of Buyer’s use or disclosure thereof.
(c) Where payment is made for experimental, developmental or research work performed hereunder, Seller agrees that title to and all other rights and legal interests in all data, analyses, graphs, reports, physical property, or other subject matter prepared, procured, or produced in the performance of this Purchase Order shall vest in Buyer.  Seller further agrees to execute an assignment in a form satisfactory to Buyer giving it title to any such data and all property produced, procured, or prepared. All such materials shall be delivered to Buyer promptly upon expiration or termination of the Agreement. Seller agrees to have agreements with its employees and agents adequate to be able to convey by such assignment all such title, rights and legal interests.  Seller agrees to disclose promptly and in writing to Buyer all inventions, improvements, or discoveries (whether or not patentable) which Seller conceives or reduces to practice during the period of performance of this Purchase Order and to assign all of Seller’s rights, title, and interest in and to such inventions, improvements, or discoveries to Buyer. Seller further agrees to execute and deliver to Buyer all documents and perform all lawful acts which Buyer deems necessary for the preparation, prosecution, issuance, procurement, defense and maintenance of patent applications and patents of the United States or foreign countries covering said inventions, improvement, or discoveries and to execute all documents which shall be requested or necessary to vest title in Buyer in said inventions, improvements, discoveries, patent applications, patents, and interest therein.
(d) Seller shall not otherwise use Buyer’s tooling, equipment, materials, gauges, patterns, designs, drawings, blueprints, sketches, engineering data, technical data, manufacturing data or other proprietary information, disclose to others or reproduce for any other purpose than performing Buyer’s purchase orders, including, but not limited to, the design, manufacture or repair of parts outside the scope of this Purchase Order for third parties or to obtain Federal Aviation Administration (“FAA”) or other Government approval to do so.


7. DISPUTES; ADDITIONAL REMEDIES.  Any dispute arising under this Purchase Order which is not settled by agreement of the parties may be settled by appropriate legal proceedings.  Pending any decision, appeal or judgment in such proceedings or the settlement of any dispute arising under this Purchase Order, Seller shall proceed diligently with the performance of this Purchase Order in accordance with the decision of the Buyer. In the event of any dispute, the prevailing party in a legal proceeding shall, as an additional remedy, further be entitled to the recovery of its reasonable attorney fees and expenses.

8. INTERPRETATION AND APPLICABLE LAW.  Irrespective of the place of performance of this Purchase Order, this Purchase Order shall be interpreted in accordance with the laws of the State of Indiana. If a United States Government prime contract number or other Government designation appears on the face of this Purchase Order, the provisions of this Purchase Order shall be governed by and construed in accordance with the law of United States Government Contracts as set forth by statute and applicable regulations and decisions of the appropriate Courts and Boards of Contract Appeals.  To the extent that the law referred to in the foregoing sentence is not determinative of an issue recourse then shall be first to the law of the State of Indiana and then to the Uniform Commercial Code.

9. QUALITY CONTROL AND INSPECTION.

(a) Seller shall provide and maintain a quality control system acceptable to Buyer and, if this Purchase Order is under a Government Contract, to the Government covering work hereunder. Records of all inspection work performed by Seller shall be kept complete and available to Buyer’s and Government’s representatives. The Buyer reserves the right to perform lot sampling inspection in accordance with MIL-STD-105 and accept or reject materials supplied hereunder on a lot basis.

 
(b) Seller shall permit Buyer’s inspections and inspectors of the Government and/or Buyer’s Customer to have access to Seller’s plant at all reasonable hours for the purpose of inspecting any items covered by this Purchase Order or work in process for production of said items. Seller, without additional cost to Buyer, shall provide all reasonable facilities and assistance for the safety and convenience of such inspectors. At the time of inspections, Seller shall make available to the inspectors copies of all drawings, specifications and processes, preservation and packaging data applicable to the articles ordered herein. Seller shall promptly furnish to Buyer an inspection certificate. Unless otherwise specified, all supplies will be subject to final inspection and acceptance by Buyer at Buyer’s plant notwithstanding any prior payment or inspection and acceptance. Buyer may, at its option (1) hold the rejected items for Seller’s instructions and at Seller’s risk (2) return them to Seller at Seller’s expense and require their correction, (3) retain said supplies and make expenditures for improvements, changes and alterations to said supplies as it may deem necessary in order to bring them into conformity with the contract requirements at Seller’s expense and the contract price shall be reduced accordingly, or if payment has already been made, Seller shall promptly reimburse Buyer for any such expenditures, and/or (4) terminate this Purchase Order for default, in which case Seller shall promptly reimburse Buyer for any and all damages sustained by Buyer as a result of said failure of supplies to meet contract requirements. Buyer may charge to Seller any and all costs of inspection and test when supplies tendered to first inspection and acceptance do not comply with the requirements of this Purchase Order. No replacement or correction of rejected supplies shall be made unless otherwise specified on Buyer’s returned material orders. All rejects will be charged back at full billing price plus the cost of inbound freight and handling. No item rejected by Buyer will be resubmitted for acceptance by Seller without prior written consent of Buyer. If such consent is given by Buyer, the resubmitted items must be designated as having been previously rejected. Subject to Paragraph 3 Warranties, acceptance by the Buyer will be considered conclusive except for latent defects, fraud or such gross mistakes as amount to fraud. Seller shall ensure that the inspection rights provided to the Buyer, Government and/or Customer in this clause shall be included in all lower tier subcontracts.


10. INDEMNIFICATION AND INSURANCE.  Seller shall indemnify and hold Buyer harmless from and against any suits, liabilities, losses, damages, claims, causes of action and expenses (including attorneys’ fees) arising out of or connected with an act or omission of Seller, its agents, employees or subcontractors, excepting only such injury or damage due solely and directly to Buyer’s negligence, provided, however, that Seller specifically agrees to defend, indemnify and hold Buyer harmless from and against any suits, liabilities, losses, damages, claims, causes of action and expenses (including attorneys’ fees) that may be made or incurred by Seller’s employees, or by employees of any of its subcontractors, which are alleged to be attributable to the act, omission, fault or negligence of Buyer, its agents or employees, or to any condition of Buyer’s property, facilities, materials or equipment. If Seller’s agents, employees, or subcontractors enter upon premises occupied by or under the control of Buyer or any of its customers or suppliers in the course of the performance of this Purchase Order, Seller shall take all necessary precautions to prevent the occurrence of any injury (including death) to any person or any damage to any property arising out of any acts or omissions of Seller’s agents, employees or subcontractors. Seller shall maintain such public liability, property damage insurance and worker’s compensation insurance as will protect Buyer from any of said risks and from any claims under applicable worker’s compensation acts. Buyer reserves the right to establish the right to establish the limits of insurance coverage applicable to this Purchase Order and to require Seller to secure and maintain said coverage.

11. ADVERTISING.  Seller shall not, without first obtaining the written consent of Buyer, in any manner advertise or publish the fact that Seller has supplied or contracted to supply to Buyer the items herein mentioned.

12. ALLOWABLE OVERAGES ON PURCHASE ORDER.

(a) Castings and Forgings: To be furnished, as near as possible to the exact quantity specified.  However, unless otherwise stipulated, Buyer will accept an overrun of not to exceed _____ % above quantity specified on the Purchase Order. When the Purchase Order is scheduled for staggered deliveries, the ____% allowable overage will apply only on the last shipment.
(b)  Metals, All hardware, paper products, automatic machine parts, such as stampings, springs, etc.: To be furnished, as near as possible to the exact quantity or weight specified.  However, unless otherwise stipulated, Buyer will accept an overage of not to exceed ____% above quantity specified on the Purchase Order.
(c)  Processed Machine Parts: No overage allowed.  Deliveries on any other items not listed in the above categories will be accepted only as quantity shown on the Purchase Order.


13. COMPLIANCE WITH LAWS.  Seller shall comply with all applicable federal, state, and local laws, Government orders and regulations in performing this Purchase Order. Seller shall defend, indemnify, and hold Buyer harmless from any and all claims, costs, damages, and expenses (including attorneys’ fees) suffered or occasioned to it directly or indirectly through any failure of Seller to comply with any such law, regulation or order.

14. FAIR LABOR STANDARDS ACT.  Seller shall, at time of delivery or invoicing, certify that goods sold hereunder were manufactured or produced in full compliance with the Fair Labor Standards Act, as amended, to the date of certification and all applicable United States Department of Labor Regulations promulgated thereunder.

15. SUSPENSION OF WORK.  Buyer may order Seller in writing to suspend, delay or interrupt all or any part of the work for a period not to exceed 90 consecutive days. An adjustment shall be made for any increase in the cost of performance of this contract (excluding profit) necessarily caused thereby. Adjustment shall also be made in the delivery or performance dates and any other contractual provisions affected thereby. However, no adjustment shall be made for any suspension, delay or interruption to the extent that performance would have been so suspended, delayed or interrupted by any other cause including the fault of negligence of Seller. Also, no adjustment shall be made under this clause for any suspension, delay or interruption for which an equitable adjustment is provided for or excluded under any other provision of this contract. No claim under this clause shall be allowed unless the claim, in an amount stated, is asserted in writing within 15 days after the termination of such suspension, delay or interruption. 

16. TERMINATION.

(a) Buyer may terminate the order in whole or in part for Seller’s default without liability to Buyer:

(i) if deliveries are not made at the time or in the quantities specified,

(ii) in the event of a breach of applicable specification requirements or any of the other terms and conditions hereof, or

(iii) in the event of the institution of any proceedings by or against Seller in bankruptcy or insolvency under any provisions of the Bankruptcy Act or for the appointment of a receiver or trustee or any assignment for the benefit of creditors.
(b)  Buyer may terminate this Purchase Order in whole or in part at any time for its convenience by notice to Seller in writing.On receipt by Seller of such notice, Seller shall immediately comply with Buyer’s instructions and, to the extent specified therein, stop work and the placement of subcontractors hereunder, terminate work under subcontractors outstanding hereunder, and take any action necessary to protect property in Seller’s possession in which Buyer has or may acquire an interest. Within thirty (30) days of receipt by Seller of such notice, Seller shall advise Buyer of the actions taken by Seller to comply with Buyer’s instructions and Seller shall also notify Buyer of Seller’s intent to file a termination claim. In the event Buyer terminates and Seller submits a termination claim, Buyer shall pay to Seller the following:

(i) amounts due for supplies delivered and accepted or services completed in accordance herewith, and not theretofore paid for prior to the effective date of termination,

(ii) actual work in process costs incurred by Seller if properly allocable to apportionable under generally acceptable accounting principles and practices to the termination portion of the contract, including liabilities to subcontractors which are so allocable, excluding any and all costs of supplies which either can be diverted to other orders of Seller or retained by Seller for his own use or future orders, and exclusive of any costs attributable to Seller’s supplies paid or to be paid for under (8) above, and

iii) a reasonable settlement. The total settlement shall not exceed the Purchase Order price and if it appears the Seller would have sustained a loss on the entire contract, had it been completed, an appropriate adjustment shall be made reducing the amount of the claim to reflect the indicated percentage of loss.


17. BUYER AUDIT RIGHTS.  Seller agrees to provide access to its plants and facilities and to maintain its books, records, documents, computerized records, projections and other supporting data in accordance with generally accepted accounting principles and practices which properly reflect all direct and indirect elements of cost of whatever nature whether incurred or anticipated to be incurred for the performance of any work hereunder or anticipated work hereunder for same or similar supplies; any requested information shall be made available for inspection, audit, reproduction and retention by any authorized representative of Buyer or, if applicable, at Buyer’s option, the Government Department or Agency having jurisdiction. 

18. EQUAL OPPORTUNITY.  The Equal Employment Opportunity clause in Section 202 of Executive Order (E.O.) 11246, as amended, and the implementing rules and regulations in Title 41, Code of Federal Regulations, Part 60 are incorporated herein by reference, unless this Purchase Order is exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of E.O.  11246 or provisions of any superseding E.O. As used in said clause “Contractor” means Seller. Seller agrees to provide Buyer with an executed Equal Employment Opportunity Certificate indicating Seller’s compliance or exempt status on an annual basis when requested by Buyer. In the event Seller has a current Certificate on file with Buyer, it is incorporated herein by reference and shall be valid until the next annual request by Buyer.

19. AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS.  The Affirmative Action clause of Title 41, Code of Federal Regulations, Part 60, Subsection 7414 and the implementing rules and regulations of the Department of Labor associated therewith are incorporated herein by reference unless this Purchase Order is under $2,500.  As used in said clause “Contractor” means Seller and “Contract” means this Purchase Order .

20. AFFIRMATIVE ACTION FOR DISABLED VETERANS AND VETERANS OF VIETNAM AREA.  The Affirmative Action clause of Title 41, Code of Federal Regulations, Part 60, Subsection 2504 and the implementing rules and regulations of the Department of Labor associated therewith are incorporated herein by reference unless this Purchase Order is under $10,000.  As used in said clause “Contractor” means Seller and “Contract” means this Purchase Order.
    
21. CLEAN AIR AND WATER.  The Clean Air Act, as amended, 42 USC 1857 of seq., the Federal Water Pollution Control Act, as amended, 33USC 1251 et seq., Executive Order (E.O.) 11738, dated September 10, 1973, as amended, and Environmental Protection Agency (EPA) Regulation 40 CRF, Part 15, as amended, are incorporated herein by reference unless this Purchase Order is for $10,000 or less or is otherwise exempt.  Unless otherwise exempt, if this Purchase Order has been awarded by Buyer in reliance upon a prior Clean Air and Water Certification executed by Seller and submitted to Buyer, said Certification is by this reference herein, incorporated in this Purchase Order.  Seller shall obtain a like Certification from the Suppliers prior to the award of nonexempt orders hereunder and shall incorporate the Clean Air and Water clause and Certification requirements in such orders.

22. GRATUITIES, GIFTS AND KICKBACKS.  Buyer may, by written notice to Seller, terminate for default the right of Seller to proceed under this Purchase Order if Buyer has reasonable cause to believe that gratuities (in the form of entertainment, gifts or otherwise) or kickbacks were offered or given by Seller, or any agent or representative of Seller, to any officer, employee or representative of Buyer with a view toward securing this Purchase Order or securing favorable treatment with respect to the award of amendment of this Purchase Order or the making of any determination with respect to the performance of this Purchase Order. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law under this Purchase Order. 

23. WAIVER.  The failure of Buyer in any one or more instances to enforce one or more of the terms or conditions of this Purchase Order or to exercise any right of privilege in this Purchase Order or the waiver by Buyer of any breach of the terms or conditions of this Purchase Order shall not be construed as a waiver of such term, condition, right or privilege or thereafter waiving any such terms, conditions, rights or privileges, and the same shall continue and remain in force and effect as if no such failure to enforce had occurred.

24. SET-OFF.  Buyer shall have the right at any time to set-off any amount owing by Seller to Buyer or its divisions or affiliated companies against any amounts due and owing to Seller on this Purchase Order.

25. ENTIRE AGREEMENT.  This Purchase Order and the attachments and documents incorporated herein constitute the complete and exclusive statement of the terms of the agreement between Buyer and Seller and it supersedes all prior representations, understandings and communications. Any confirmation or other agreement proposing conflicting or alternative terms and conditions of this Purchase Order shall be of no force and effect unless accepted in writing by Buyer.

26. COST ACCOUNTING.  Seller agrees that if its certified cost or pricing data is found to be inaccurate, or otherwise defective, then upon demand by Buyer, such amount shall be refunded forthwith by the Seller or Buyer shall have the right to deduct such amount from future payments due Seller under this Purchase Order or Subcontract placed by Buyer with Seller or any of its affiliated companies. Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage or expense if Buyer is subjected to any liability as the result of a failure by Seller or its lower tier subcontractors to comply with the requirements of FAR 52.230-3 and FAR 52.230-4 covering Cost Accounting Standard.

27. GOVERNMENT CONTRACTS.  In the event this Purchase Order bears a U.S. Government contract number or the designation “Government” on the face hereof, this Purchase Order and the contract resulting therefrom shall be subject to all applicable provisions of, and will contain all clauses and agreements required by, the terms of any U.S. Government contract under which or for which this Purchase Order is issued and federal laws and regulations, and the clauses set forth in the following paragraphs of the Federal Acquisition Regulation are incorporated herein by reference. 

28. SMALL BUSINESS.

(a)  To support Government policy as declared by the Congress, and as consistent with the efficient performance of this Purchase Order. Seller agrees to accomplish a maximum amount of subcontracting to small business, small disadvantaged business, women-owned small business, HUBZone small business, veteran-owned small business and service disabled veteran-owned small business concerns, and to use its best efforts to place subcontracts hereunder with subcontractors who will perform such subcontracts substantially in areas of persistent or substantial labor surplus when it can be done at prices no higher than are obtainable elsewhere observing exemptions and preferential order established by applicable Government regulations.
(b)  In the event this Purchase Order bears a U.S. Government contract number or the designation “Government” on the face hereof, FAR Clause 52.219-8, Utilization of Small Business Concerns shall be applicable in all subcontracts that offer further subcontracting opportunities.
(c)  In the event this Purchase Order bears a U.S. Government contract number or the designation “Government” on the face hereof and the Purchase Order value exceeds $500,000.00, Buyer (excluding small business concerns), agrees to adopt a Small Business Subcontracting Plan that complies with the requirements of FAR Clause 52.219-9, Small Business Subcontracting Plan.
(d)  In accordance with FAR Clause 52.219-9(e)(4), prospective subcontractors are placed on notice concerning penalties and remedies for misrepresentations of business status as small, veteran-owned small business, HUBZone small, small disadvantaged or women-owned small business for the purpose of obtaining a subcontract that is to be included as part or all of a goal contained in the Contractor’s subcontracting plan.

29. DISCLOSURE OF BUYER’S TECHNICAL DATA TO FOREIGN PERSONS AND FOREIGN ENTITIES.
 

(a) Seller shall not disclose or export Buyer’s technical data, including but not limited to, design, development, production, manufacture, assembly, operation, repair, testing or maintenance data in the form of blueprints, drawings, photographs, instructions and documentation to any foreign person or foreign subcontractor. The Parties will comply with all U.S. export control laws and regulations. The information that the Parties may wish to disclose pursuant to this Agreement may be subject to the provisions of the Export Administration Act of 1979 (50 USC 2401-2410), the Export Administration Regulations promulgated thereunder (15 CFR 768-799), the International Traffic in Arms Regulations (22 CFR 120-128 and 130) and the Foreign Corrupt Practices Act. The Parties acknowledge that these statutes and regulations impose restrictions on import, export and transfer to third countries of categories of data and articles, and that licenses from the United States Department of State and/or the United States Department of Commerce may be required before such data and articles can be disclosed hereunder, and that such licenses may impose further restrictions on use and further disclosure of such data and articles.  Disclosure of such data and articles to foreign persons is subject to the above regulations regardless if the export occurs in the United States or abroad. The Parties agree to comply with all United States governmental regulations mentioned above as they relate to the import, export, and re-export of data. Responsibility for compliance with the provisions of this Section resides with the Receiving Party, who indemnifies the Disclosing Party fully for any violations of the provisions of this Section as to any of Disclosing Party’s Confidential Information.
(b) If Seller intends to conduct quotation work for this RFQ or purchase order using anyone other than U.S. citizens or permanent resident aliens (i.e., green card holders), Seller must provide advance written notice to Purchaser. In any event, Seller is responsible for compliance with applicable export control laws and regulations.


30. COUNTY OF ORIGIN-PART MARKING.
Seller shall mark every article of foreign origin (or its container) imported into the United States in a conspicuous place as legible, indelibly, and permanently as the nature of the article (or container) will permit, in such manner as to indicate to an ultimate purchaser in the United States, the English name of the Country of Origin of the article, at the time of importation into the customs territory of the United States.  Containers of articles excepted from marking shall be marked with the name of the Country of Origin of the article unless the container is also excepted from marking (19 U.S.C. 304/19 C.F.R. 134.11).

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