1. ACCEPTANCE: is expressly limited to the terms of this offer. In the event of inconsistency between terms of this offer and any purported acceptance, terms of this offer shall prevail. This document shall constitute the entire agreement between us.
2. SUPPLEMENTARY TECHNICAL INFORMATION: Seller agrees not to make any use of data, designs, drawings, specifications and other information furnished to it by Hypertronics except for the performance of this contract and Seller further agrees not to disclose such data, designs, etc. to others except for the performance of this contract under similar restrictions against use and disclosure. Upon completion, cancellation or termination of this contract, Seller shall return to Hypertronics on demand, all such data, designs, drawings, specifications and other information, including copies made by Seller.
3. PACKING AND SHIPPING: No charge shall be made by Seller for packaging or storage. All items shall be packaged, marked and otherwise prepared in accordance with good commercial practices to obtain lowest shipping rates.
4. DELIVERY: Time is of the essence in this contract, and this order is subject to cancellation without charge for failure to deliver on time except for causes beyond the Seller’s control.
5. QUANTITIES: It is Seller’s responsibility to furnish the proper quantity called for on this order. No variation in the quantities specified herein will be accepted as compliance with this order. Hypertronics reserves the right to retain any overshipments and consider them as having been delivered with the total price set forth in the Purchase Order.
6. PAYMENTS: Starting with the day material is received; payments will be made within terms and after receipt of invoice.
7. INSPECTION: Seller shall inspect all material prior to shipment to Hypertronics using a plan acceptable to us. Seller shall supply all test data to Hypertronics if so requested. Material which fails to pass Hypertronics’ incoming test or inspection may be rejected by Hypertronics and returned to Seller at Seller’s expense, for credit or rebate, or paid purchase price or replacement at Hypertronics’ option.
8. PROPERTY: Unless otherwise agreed in writing, all tools, Hypertronics equipment or material of every description furnished to Seller by Hypertronics or specifically paid for by Hypertronics, and any replacement thereof, or any materials affixed or attached thereto, shall be and remains the personal property of Hypertronics. Such property, and whenever practical each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as “Property of Hypertronics Corporation” and shall be safely stored separate and apart from Seller’s property. Seller shall not substitute any property for Hypertronics’ property and shall not use such property except in filling Hypertronics’ orders. Such property while in Seller’s custody or control shall be held at Seller’s risk, shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to Hypertronics, and shall be subject to removal at Hypertronics’ written request, in which event Seller shall prepare such property for shipment and shall re-deliver to Hypertronics in the same condition as originally received by Seller, reasonable wear and tear excepted.
9. NON DISCRIMINATION IN EMPLOYMENT: In accordance with Executive Order 11246, the Seller agrees not to discriminate against any employee or applicant for employment because of race, creed, color or national origin. The Seller will take affirmative action to ensure that Equal Employment Opportunity is implemented in employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship. All other applicable provisions of the Rules and Regulations of the Office of Federal Contract are herein incorporated by reference.
10. COMPLIANCE WITH THE LAWS: In performance of this order Seller, and all goods furnished hereunder, shall comply with all Federal, State and local laws, rules and regulations, including but not limited to, the Occupational Safety and Health Act, the Truth in Negotiation Act and all applicable requirements of the Fair Labor Standards Act, and Seller shall indemnity Hypertronics against any loss resulting from its failure to do so.
11. CHANGES: Hypertronics may at any time issue a written change order. If any such change causes an increase or decrease in the cost, or the time required for, performance of this order, an equitable adjustment shall be made in price or delivery or both and this order shall be modified in writing accordingly. Any claim for adjustment under this Section 11 may, at Hypertronics’ option, be deemed to be waived unless asserted in writing (including the amount of the claim) and delivered to Hypertronics within thirty (30) days from the date of receipt by Seller of the change order. No change order will be binding on Hypertronics unless issued by an authorized representative of our purchasing office. Nothing in this Section 11 shall excuse Seller from proceeding with the order as changed.
12. TITLE AND RISK OF LOSS: Seller shall bear all risk of loss or damage to goods covered by this order, and title shall not shift to Hypertronics, until delivery of goods and acceptance by Hypertronics, regardless of FOB point.
13. This order is confidential between Hypertronics and Seller, and none of the details connected herewith shall be disclosed to any third party.
14. Seller expressly warrants that all the articles, material, and work covered by this purchase order will conform to specifications, drawings, samples or other descriptions, will be merchantable, of good material and workmanship, and free from defect, will fit and sufficient for the purpose intended. Seller shall be responsible for both direct and consequential damages resulting from any breach of warranty.
15. Hypertronics, it's customers and regulatory authorities shall have right of access to all facilities involved in the order and all applicable quality records
16. The Seller shall notify Hypertronics of any anomalies, changes in definition and/or approval of their processing.
17. ENVIRONMENTAL: Hypertronics Corporation is in compliance with International Environmental Management System ISO14001-2004. This Environmental Management System mandates that all outside Vendors / Suppliers / Contractors working for Hypertronics must conduct their business in a manner that is dedicated to reducing the impact of their business activities on the environment, both inside and outside the boundaries of Hypertronics property. Hypertronics seeks a commitment from its suppliers to also reduce and prevent pollution and to comply with all relevant environmental legislation and regulations. Material Data Safety Sheets must be received prior to the actual shipment of chemical / hazardous materials into our facility.
18. QUALITY: Hypertronics Quality Requirements apply to this purchase order. Supplier Quality Requirements can be found on the Hypertronics website at http://www.hypertronics.com/en/Company/QualityComplianceCertifications.aspx