Terms and Conditions
Revision (01/2016) 1527 North 2000 West Ogden. UT 84404 Phone: 801.732.2000
Petersen Incorporated Purchase Order Terms & Conditions of Purchase:
- Acceptance: This Purchase Order (the “Order”) is not binding until Seller accepts the Order in writing or starts to perform in accordance with the Order. This Order together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communication both written and oral, with respect to the subject matter of the Order. The Order expressly limits Sellers acceptance to the terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller’s general terms and conditions of sale or any other document issued by Seller connection with this Order.
- Non-Circumvention: The information exchanged in connection with this Order shall not be used by the Seller except for the purpose for which it was disclosed, or as specifically authorized by the Buyer. In particular, Seller shall not use such information to circumvent or compete with the Buyer in any way.
- Quantity: Seller agrees to furnish complete quantities as specified in this Order without deviation in any manner. Buyer assumes no liability for materials produced, purchased or processed in excess of the amount(s) specified by this Order.
- Quality: Seller, upon acceptance of this Order, warrants all goods and/or services provided under this Order to be (a) free from defects in workmanship, material, and design, and (b)performed strictly in accordance with all specifications, drawings or samples referred to or furnished by Buyer. This warranty shall survive acceptance and payment. Buyer reserves the right to inspect and reject, for non-compliance of the above warranty, at Buyer’s facility, any material or article delivered hereunder. Material or articles rejected by Buyer will be held at Seller’s risk for disposal. The Seller shall not accept, use or ship any item which does not conform to all requirements listed in the Order without notifying Buyer, in writing, of the nonconformance, and receiving written disposition from Buyer for its use.
- Price: Seller agrees that the materials, services, or articles specified herein will be furnished at a price no higher than that when last purchased or at a price no higher than that specified herein, unless Buyer is notified of the new price in writing and Seller will not proceed with the Order until acceptance of the new price by Buyer is furnished in writing. Seller agrees that all material, services or articles furnished hereunder are in compliance with all provisions of government codes, laws, orders and regulations relating to price control.
- Patents: Seller shall hold harmless and protect the Buyer, at Seller’s expense, against any and all charges of patent, trademark or copyright infringement or any costs, judgments, decrees, attorney fees or any other expenses incident thereto arising from the use of Seller’s products by Buyer or Buyer’s customers.
- Federal, State, and Local Laws: All goods and services under this Order shall comply with all applicable Federal, State and Local codes, laws and regulations and Seller agrees to indemnify Buyer against liability arising out of any non-compliance with such codes, laws or regulations by Seller.
- Buyer’s Property: Any specifications, drawings, technical data, or other such items provided to Seller by Buyer to further the execution of this Order shall: (a) be and remain the property of the Buyer; (b) be received and used in confidence by Seller; (c) not be copied nor distributed to any other party without written permission from the Buyer; and (d) shall be returned to Buyer upon request.
- Packaging: No charge will be allowed for boxing, crating, drayage, or storage, unless prior written agreement is made with the Buyer.
- Acceptance/Breach of Promise: Acceptance of any goods or services under this Order shall not discharge the Seller from liability and damages or other legal remedy for breach of any promise or any warrants herein, If a defect in material or workmanship becomes known to the Buyer, and such defect amounts to a breach of any promise or warranty of this Order, the Buyer shall notify the Seller accordingly, and hold said defective article at the Seller’s risk. The Buyer assumes no obligation for materials shipped in excess of those quantities as specified herein.
- Right of Entry/Customer Access: Access to Seller’s facility (documents, personnel, equipment, material and facilities) shall be made available to Petersen Inc., its customers, and regulatory agencies, to determine and verify the quality of the work, records, and material.
- Right to Cancel: The Buyer reserves the right to cancel this Order, or any part thereof, provided delivery is not made within the time specified by the Order, or, if no specification of time is made, within a reasonable time.
- Confidential Information: The Seller shall not, without first obtaining the written consent of the Buyer, in any manner advertise or publish the fact that the Seller has contracted to furnish Buyer the articles herein mentioned, and for failure to observe this provision, buyer shall have the right to cancel this contract without any further liability thereon.
- Delivery: Time and rate of deliveries are of the essence of this Order. Buyer reserves the right to cancel the Order and reject the goods upon default by Seller in time, rate or manner of delivery. Buyer also reserves the right to refuse shipments made in advance of the schedule of deliveries appearing on the face of this Order. In acceptance of this order, the Seller recognizes that time is of the essence and that if deliveries are not made in accordance with the delivery schedule accepted and acknowledged by the Seller, that costs will be incurred as a result of non-delivery. If delivery cannot be made as specified by this Order, Seller shall notify Buyer the earlier of (a) (15) days prior to scheduled delivery, (b) or upon acceptance or acknowledgment of this Order If Seller does not notify Buyer of inability to deliver in accordance with the above, a 5% deduction per day from the total value of the items which are not delivered in accordance with the above will be issued against any payment made to the Seller. Title and risk of loss shall pass from Seller to Buyer upon delivery as specified on the Order.
- Rejection: Buyer reserves the right to reject and receive full credit for any goods or services not in conformance with the requirements of this Order. Without extra cost to Buyer, Seller will immediately, upon receipt of written instructions by Buyer, replace all rejected material, including material damaged because of unsatisfactory packaging by Seller. Rejected articles shall not be submitted to acceptance without concurrent notice of their prior rejection. Seller will be notified of defective material or material not in accordance with specifications of Buyer and such material will be returned to the vendor, FREIGHT COLLECT. Seller may advise Buyer of any preferred routing for returned or rejected material and whether or not the shipment should be protected by insurance of full declaration of value at the time of acceptance of this Order. In the absence of such information from the Seller regarding such shipments, Buyer reserves the right to declare full valuation or insure (whichever is applicable) for the benefit and at the expense of the Seller.
- Changes in Specifications: Buyer shall have the right by written Order to make changes from time to time in the work to be performed or the materials to be furnished by the Seller hereunder. If such changes cause an increase or decrease in the amount due under the Order or in the time required for its performance, an equitable adjustment shall be made and the Order shall be modified in writing accordingly. Any claim for adjustment must be asserted in writing within fifteen (15) days from the date the change is ordered. Nothing contained in this clause shall relieve the Seller from proceeding without delay in the performance of this Order as changed.
- Shared Responsibility to Customer Specifications: Drawings and specifications supplied to Seller for fabricated or manufactured materials specified by Buyer’s Customer are part and parcel of contract between Buyer and Buyer’s Customer. Seller will share responsibility with Buyer in conformance to Buyer’s Customer drawings and specifications as contained in Buyer’s Customer contract.
- Governing Law: This contract shall be construed and interpreted in accordance with the laws of the State of Utah.
- Equal Employment Opportunity: Buyer is an Equal Opportunity Employer. U.S. Sellers shall comply with applicable codes, laws, and regulations concerning non-discrimination in employment, including the Equal Opportunity Clause of Section 202, Executive Order 11246, as amended, which is hereby incorporated herein by reference.
- Indemnity: Notwithstanding anything to the contrary herein, Seller agrees to defend, indemnify and hold harmless; Buyer, it’s officers, directors, employees, and agents from and against:
- Any claim, demand, cause of action, liability, loss, or expense arising from Seller’s actual or asserted failure to comply with any provision of this Order; and
- Any claim, demand, cause of action, liability, loss or expense arising from Seller’s actual or asserted failure to comply with any law, ordnance, regulation, rule or order of any government body.
- Record Retention: Supplier shall maintain records of manufacturing and traceability of materials used in the fabrication of the product produced in fulfillment of this purchase Order. Records pertaining to this purchase agreement will be retained for a minimum of seven years after completion of the scope of work and be made available to buyer upon request.
- Entire Agreement: The provisions of this Order constitute the complete and exclusive agreement between the parties hereto and supersede all previous negotiations, discussions, communications, representations, or agreements, whether oral or written, between the Parties hereto with respect to the subject matter hereof. The terms and conditions of this Order, including those incorporated by reference, apply notwithstanding any different or additional terms and conditions which may have been or may be submitted or proposed by Seller, and Buyer hereby objects to and shall not be bound by any such additional or different terms and conditions.