Terms and Conditions of purchasing between PWI Inc. (buyer) and Seller
ACCEPTANCE: This order is Buyer’s offer to purchase the goods and/or services described on the face of the order from Seller. Buyer’s placement of this order with Seller is expressly conditioned upon Seller’s acceptance of all of the terms and conditions of purchase contained on or attached to this order. Any additional or different terms or conditions which may appear in any communication from Seller are hereby expressly objected to and shall not be effective or binding unless specifically agreed to in writing by Buyer’s Purchasing Department, and no such additional or different terms or conditions in any printed form of Seller shall become part of this contract despite Buyer’s acceptance of goods or services, unless such acceptance specifically recognizes and assents to their inclusions. Any objection by Seller to the terms and conditions hereof shall be ineffective unless Buyer is advised in writing thereof within five days of the date of this order, or prior to the scheduled delivery date, whichever comes first. Seller accepts this order and forms a contract by shipment of any good or performance of any work/services under this order.
REJECTION: All goods purchased hereunder are subject to Buyer’s inspection and approval. Goods rejected by Buyer for acceptable reasons shall be held, transported and/or stored at Seller’s sole expense. Seller shall promptly reimburse Buyer for any such expenses.
NONCONFORMANCE: Seller must notify PWI of any nonconforming product. Seller must obtain PWI’s expressed permission for nonconforming product disposition.
DOCUMENT RETENTION/FLOWDOWN: Seller agrees to flow down all pertinent documents and customer requirements to any sub-tier suppliers where applicable. Document retention must be maintained for a minimum of 10 years.
CANCELLATION: Buyer may cancel the order, in whole or in part, at any time, by a written notice to seller. Seller shall, upon request by buyer transfer title and deliver to buyer such work in process or completed goods as may be requested by buyer. Buyer agrees to pay for any parts in production process, and material in house within reasonable lead time to manufacture purchased product. Buyer is not responsible for parts brought in outside of need dates to manufacture product based on delivery dates of purchase order. Buyer is not responsible for any parts manufactured ahead of delivery schedule and fair production time. Buyer agrees to pay restocking fees or other costs that directly relat to cancellation of order. Buyer reserves the right to cancel any portion or all of the order without penalty or cost should the seller not meet agreed upon ship dates, or product requirements. Buyer may terminate all or part of this order in the event of any breach by Seller under this order.
PACKING LIST: Packing List much be furnished with each shipment, clearly indicating customer part and purchase order number at a minimum.
TOOLING: By acceptance of a tooling purchase order, Seller agrees that PWI Inc. is the sole, undisputed owner of the design and tooling of all product(s) for which that tooling is used for. Any tooling paid for by Buyer will be the sole property of Buyer and should for any reason the Buyer chose to no longer use Sellers services, Seller agrees to ship any and all tooling back to PWI Inc. at the expense of PWI Inc.
PRICES: If price is not stated on this purchase order, it is agreed that the goods or services shall be billed at the price last quoted, or paid by the customer of Seller, or the prevailing market price, whichever is lower.
LIENS, CAIMS, and ENCUMBRANCES: Seller agrees that any and all goods will, when delivered hereunder, be free and clear of all liens, claims, or encumbrances of any kind. Title and risk of loss shall pass upon delivery of the goods.
INFRINGMENTS; COMPLIANCE WITH LAWS: Seller warrants that Buyer’s purchase, installation, and/or use of the goods covered hereby will not result in any claim of infringement, or actual infringement of any patent, trademark, copyright, franchise, or other intellectual property right.
SHIPPING INSTRUCTIONS: All shipments of parts are to be per instructions on the purchase order. Buyer reserves the right to reject unauthorized C.O.D. shipments. Seller shall not insure the goods for Buyer’s account during shipment except upon Buyer’s written request, or where the shipping mode is parcel post.