Designatronics Inc., Engineered Solutions for a World in Motion (800) 819-8900
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Supplier Terms & Conditions

SUPPLIER TERMS AND CONDITIONS

1. ACCEPTANCE
This purchase order, which represents the entire agreement between Designatronics Incorporated, hereinafter referred to as Buyer, and Seller, becomes a binding contract upon the terms and conditions set forth herein by acknowledgment on commencement of performance. Acceptance is limited to the terms and conditions set forth in the purchase order. No change, modification, or revision to this purchase order shall be valid and binding unless in writing and signed by an authorized representative of the buyer.

2. CONDITIONS OF PURCHASE UNLESS OTHERWISE SPECIFIED
All specifications, drawings, technical information or data furnished to you hereunder shall be used only in the manufacture of material furnished to us. Additionally, it is the responsibility of the Seller to pass down to Seller’s subcontractors all specifications, drawings, technical information or data furnished to Seller for use only in the manufacture of material furnished to us.

It is understood that the cash discount period will date from the receipt of goods or from the date of the invoice, whichever is later. C.O.D. shipments will not be accepted. No charge will be allowed for packing, crating, or storage unless agreed upon in writing at the time of purchase; and shipments must be packed to conform to the requirement of the carriers. Items not priced on the purchase order will be supplied at the lowest price last charged by Seller for like quantity.

By accepting this order, you hereby warrant that the material to be furnished hereunder will be in full conformity with the specifications drawing or sample (and if installed by you, that it will function properly when installed) and you agree to indemnify us and defend and save us harmless from any loss, damage, liability or expense whatsoever, including attorneys’ fees, that we suffer as a result of your failure to abide by any aspect of this warranty.  We reserve the right to have rejected material replaced by you or not, at our option, and at the purchase price stipulated in the order. Material rejected shall be returnable to you for full credit at the price charged, plus transportation charges. We reserve the further right to accept part of any shipment which fulfills our specifications and reject any part which does not fulfill specifications and consider the order breached to the extent of the amount of the rejected material. You agree to follow such routing instructions as we may furnish you.  Supplier is responsible for contacting Designatronics, Inc. to resolve any questions regarding proper packing or shipment under this order. Packing lists will accompany each box or package shipped, showing Designatronics’ Order number, part numbers and description of items. We are not bound by any printed matter on supplier’s acknowledgment forms or invoices which impose upon us conditions at variance with the terms of our contract or with this order form. Unless otherwise agreed in writing, all special dies, molds, patterns, jigs and fixtures furnished to the Seller by the Buyer, or specifically paid for by the Buyer, shall be the property of the Buyer, shall be subject to removal upon completion of the order at the Buyer’s request shall be used only in filling orders from the Buyer, shall be held at the Seller’s risk and shall be kept insured by the Seller while in its custody or control in an amount equal to the replacement cost thereof with loss payable to the Buyer.

3. INSPECTION
Seller shall permit Buyer’s inspectors 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. In addition, Seller will supply information as required on Seller’s subcontractor(s) and make available access to the Seller’s subcontractor(s) facilities for the purpose of inspection of 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 times of inspection. Seller shall make available to the inspectors copies of all drawings, specifications, process, preservation and packaging data applicable to the articles ordered herein. Seller shall promptly furnish to Buyer an inspection certificate. Supplies which do not meet specifications may be returned by Buyer to Seller at Seller’s expense, provided however that Buyer may retain said supplies and make such expenditures for improvements, changes and alterations to said supplies as it may deem necessary in order to bring them into conformity with specifications at Seller’s expense, and Seller shall promptly reimburse Buyer for any such expenditures. 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, either hold the rejected items for Seller’s instructions, at Seller’s risk, or return rejected items to the Seller at Seller’s risk and expense, and Seller shall promptly reimburse Buyer for any and all damages sustained by Buyer as a result of said failure of supplies to meet specifications. Buyer may charge to the Seller any and all costs of inspection and test when supplies tendered for final 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 plus the cost of inbound freight and handling.

3 (a) VERIFICATION OF PURCHASED PRODUCT
The organization shall establish and implement the inspection of other activities necessary for ensuring that purchased product meets specified purchase requirements.
Customer verification activities performed at any level of the supply chain should not be used by the organization or the supplier as evidence of effective control of quality and does not absolve the organization of its responsibility to provide acceptable product and comply with all requirements.
Verification activities can include:

  • obtaining objective evidence of the product from the supplier (e.g. accompanying documentation, certificate of conformity, test records, statistical records, process control records),
  • inspection and audit at the supplier’s premises,
  • review of the required documentation,
  • inspection of products upon receipt, and
  • delegation of verification to the supplier certification.

Where purchased product is released for production use pending completion of all required verification activities, it shall be identified and recorded to allow recall and replacement if it is subsequently found that the product does not meet requirements.
Where the organization delegates verification activities to the supplier, the requirements for delegation shall be defined and a register of delegations maintained.
Where the organization or its customer intends to perform verification at the supplier’s premises, the organization shall state the intended arrangements and method of product release in the purchasing information.

4. GOVERNMENT REGULATIONS
All obligations hereunder are subject to governmental agency regulations including those affecting or limiting prices, production, purchase, sale and use of inventory of materials.

5. CONTRACT
The contract resulting from the acceptance of this order is to be constructed according to the laws of the State of New York. This contract is nonassignable unless by the written consent of the Buyer.

6. DELIVERY SCHEDULES
It is agreed and understood that time is of the essence in the performance of the purchase order. Deliveries are to be made both in quantities and at times specified in the delivery schedule. Buyer may from time to time change delivery schedules or direct temporary suspension of scheduled shipments.

7. TERMINATION
(A) WITHOUT CAUSE Buyer may terminate all or any part of this purchase order at any time or times, without cause, by telegraphic or other written notice to Seller. Whether or not this purchase order is a subcontract of a government order, the rights and obligations of the parties shall be in accordance with ASPR 8-70G, which is incorporated herein by reference. The provisions of the subparagraph shall not limit or affect the right of the Buyer to terminate this purchase order for cause.

(B) WITH CAUSE If the Seller fails to make any delivery in accordance with the agreed delivery date or schedule or otherwise fails to observe or comply with the warranties applicable to this purchase order or fails to make progress so as to endanger performance of this purchase order, Buyer may terminate all or part of this purchase order by telegraphic or other written notice to Seller without any liability by Buyer to Seller on account thereof. Buyer may require a financial statement from the Sellers at any time during the term of the purchase order for purpose of determining Seller’s financial responsibility, and Buyer may terminate this purchase order if Seller fails to provide such financial statement or such statement shows that Seller is not financially responsible. In the event of termination for cause, Buyer may produce or purchase or otherwise acquire similar supplies or services elsewhere on such terms or in such manner as Buyer may deem appropriate and Seller shall be liable to Buyer for any excess cost or other expenses incurred by Buyer. If after notice of termination of this contract under the provisions of this article 7(B) it is determined for any reason that the Seller was not in default or that the default was excusable, the rights, obligations and liabilities of the parties shall be the same as if the notice of termination had been issued pursuant to Article 7(A) above.

8. WARRANTY
Seller expressly warrants that all the material and work covered by the order will conform to the specifications, drawings, samples or other description furnished or specified by Buyer and will be merchantable of good material and workmanship, free from defect, and will be fit and sufficient for the purpose intended and specified; and Seller agrees that this warranty shall survive acceptance and payment for the material or termination of this order, and you agree to indemnify us and defend and save us harmless from any loss, damage, liability or expense whatsoever, including attorneys’ fees, that we suffer as a result of your failure to abide by any aspect of this warranty.  Seller shall be responsible to alert Buyer to any possible defects in material and work supplied by Seller if such defects become known to the Seller, after said Material or Work has been accepted by the Buyer.

9. MATERIAL FURNISHED BY BUYER
Any material furnished by Buyer, on other than a charge basis, in connection with this order, shall be deemed as held by Seller upon consignment. All such materials not used in the manufacture of the products covered by this purchase order shall, as directed by Buyer, be returned to Buyer at Buyer’s expense. All such materials not so accounted for or so returned shall be paid for by Seller at an amount equal to the replacement cost of the materials furnished by Buyer and not returned by Seller.

10. TOOLS
Unless otherwise herein agreed,  Seller at its own expense shall furnish, keep in good condition and replace when necessary all dies, tools, gauges, fixtures and patterns necessary to the production of the material ordered. The cost of changes in the aforementioned items necessary to effect design or specification changes ordered by Buyer shall be paid for by buyer. Buyer has the option, however, to take possession of and title to any dies, tools, gauges, fixtures and patterns that are special to the production of the material covered by this order. All property of the Buyer held by the Seller shall be kept insured by the Seller while in its custody or control in an amount equal to the replacement cost thereof, with loss, if any, payable to the Buyer.

11. PATENTS

By accepting this order, Seller guarantees that the material hereby ordered and the sale or use of it will not infringe any United States or Foreign Letters Patent and Seller agrees to defend, protect and save nameless Buyer, its successors, assigns, customers, and users of its products against all suits at law or in equity, and from all damages, claims and demands for actual or alleged infringement of any patent by reason of the sale or use of the material hereby ordered.

12. REMEDIES

The remedies herein reserved shall be cumulative and additional to any other or further remedies provided in law or equity. No waiver of a breach of any provision of this contract shall constitute a waiver of any other breach of such provision.  All such waivers shall be in writing and signed by an authorized representative of the waiving party.

All such remedies shall survive Buyer’s acceptance of the goods or payment for them and the termination of this contract and shall automatically be passed on to the purchaser of the goods involved from Buyer or from Buyer’s purchaser and so on to the ultimate user of the goods.

Buyer’s remedies for a breach by Seller shall include a right to recover all damages directly or indirectly caused by such breach, including, but limited to, incidental and consequential damages such as, without limitation, lost profits on anticipated resale of non-conforming goods.

13. INSOLVENCY
Buyer may forthwith cancel the contract resulting from the acceptance of this order in the event of the happening of any of the following: insolvency of the Seller, the filing by Seller of a voluntary petition in bankruptcy, the filing of an involuntary petition to have Seller declared bankrupt provided it is not vacated within 30 days from date of such filing, the execution by Seller of an assignment for the benefit of creditors, appointment of a trustee or receiver for Seller or any of its property provided the trustee/receiver is not dismissed within 30 days from the date of appointment.

14. GOVERNMENT CONTRACT

Seller acknowledges that is has been notified that the work and materials covered by this order are intended for use in or application upon articles to be built by Buyer under United States Government Contract, hereinafter called the “Government Contract.”

15. CHANGES

The Government Contract provides that the Contracting Officer may at any time make changes in drawings and specifications and the buyer reserves the same right at any time to make changes in drawings and specifications as to any material and/ or work covered by this order. Any difference in the contract price and delivery schedules resulting from such changes shall be equitably adjusted and the contract shall be modified in writing accordingly.

16. ANTIDISCRIMINATION
The Seller, in performing the work required by this order, shall not discriminate against any employee or applicant for employment because of race, creed, color or national origin. The Seller shall include in all subcontracts a provision similar to the foregoing.

17. INSPECTION AND ORDER OF BOOKS

The Seller agrees that its books and records and its plant or such parts thereof as may be engaged in the performance of this order shall at all reasonable times be subject to inspection and audit by any authorized government representative.

18. NOTICE OF LABOR DISPUTES

Whenever any actual or potential labor dispute is delaying or threatens to delay the timely performance of this purchase order, Seller will immediately give notice thereof to Buyer and government representatives. Such notice shall include all relevant information with respect to such dispute.

19. SECRECY
No aliens employed by the Seller for furnishing or constructing material or merchandise covered by this order for the U.S. shall be permitted to have access to the plans or specifications for the work under construction or to participate in the contract trials without the written consent of the government. The Seller agrees to be responsible in matters within its control for the safeguarding of all top secret, secret, confidential, or restricted matters that may be disclosed or may be developed in connection with the work under this order and to require similar agreement of all subcontractors and agents of the seller to whom any work or duty relating to this order may be allotted.

         a) The Seller shall comply with requirements of the pertinent regulations in their entirety and as they may be amended or supplemented from time to time and with any special instructions which may be issued pursuant thereto and shall not publish, divulge, sell or dispose of any information or material which includes, refers to or incorporates such classified military information without specific authority therefore from the government.

         b) The Seller will not permit any alien employed or to be employed by it or by any subbidder or subcontractor to have access to the drawings, specifications and accompanying enclosures relating to the performance of this order or to the models or materials referred to therein or to engineering principles, composition, subassemblies or assemblies which are vital to the furnishing or use of the article or articles forming the subject matter of this order without the written consent beforehand of the government.

20. TERMINATION OF GOVERNMENT CONTRACT

In the event of the termination of the Government Contract under which the material covered by this order is purchased in whole or in part,  Buyer may terminate this order in whole or in part in accordance with the provisions of approved Government Termination Regulations, in accordance with Government Contract and/ or purchase order. All statutory provisions in regard to the reporting of and refunding of Excess Profits applicable to this order shall be binding upon the seller hereunder.

21. COMPLIANCE WITH LAWS
Seller shall comply with all applicable Federal, State, and Local laws, Government orders and regulations in performing this purchase order. Seller covenants to save and hold Buyer harmless of and from and to reimburse it for any and all 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.

22. THIS RIDER IS PART OF THE ORIGINAL PURCHASE ORDER
        1) “The Seller shall have a calibration system which shall comply with the requirements of
MIL-STD-45662A.

         2) “If Government source inspection is required prior to shipment from your plant. Upon receipt of this order, promptly notify the government representative who normally services your plant so that appropriate planning for government inspection can be accomplished.”
                 
This contract or purchase order is subject to and incorporates by reference the following terms and provisions published by the Office of Federal Contract  Compliance Programs, Department of Labor.

1. Equal Opportunity Clause (41 CFR Part 60-14) under Executive Order 11246, as amended, and the regulations thereunder.

2. Affirmative Action Clause for Disabled Veterans of the Vietnam Era (41 CFR Part 60-250.3) under Section 2012 of the Vietnam Era Veteran’s Readjustment Assistance Act of 1974, as amended, and the regulations thereunder.

3. Affirmative Action Clause for Handicapped Workers (41 CFR 60-741.3) under section 503 of the Rehabilitation Act of 1973, as amended, and regulations thereunder.

23.  GOVERNING LAW AND JURISDICTION
Except as otherwise expressly provided herein, this purchase order shall be governed by the internal laws of the State of New York, and any action, suit or proceeding arising hereunder or relating hereto shall be filed by the party filing the same in the Supreme Court of Nassau County, New York, which shall have exclusive jurisdiction over any such action, suit or proceeding, and Seller hereby consents to such exclusive jurisdiction and shall not object thereto or attempt to remove or transfer any such suit, action or proceeding to any other court.

24.  RECORD RETENTION
All documents associated with our purchase order/vendor memo must be maintained for a period of 10 years unless stated otherwise on the face of the purchase order/vendor memo.

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