Purchase Order Terms and Conditions
1. ORDER ACCEPTANCE
Seller's complete acceptance of this order will be presumed unless the seller acknowledges exceptions within fifteen (15) days after the date of this order. In the event exception is acknowledged, as provided herein, buyer and seller shall then negotiate mutually acceptable terms and conditions.
This order shall not be filled at prices higher than those shown on this order unless such increased prices have been authorized by the buyer. Seller warrants that the prices to be charged for articles or services ordered herein are not in excess of prices charged to other customers similarly situated, for similar quantities of goods of like quality.
3. CASH DISCOUNT
Cash Discounts shall not be applied in this company.
Time is of the essence. Delivery shall be strictly in accordance with the schedule set forth in the Purchase Order. Delays in shipment shall be reported immediately by the seller to the buyer. Buyer reserves the right to cancel this order in whole or in part if seller should fail to make deliveries in accordance with the terms of the Purchase Order and any Corporate Purchase Agreement referenced herein.
5. PATENT, TRADEMARK, COPYRIGHT INDEMNITY
Seller agrees to indemnify and safe harmless the buyer, its successors, assigns and/or its customers from and against any and all expenses, liabilities or other losses arising from or by reason of any actual or claimed infringement of patents, trademarks, or copyrights, and to defend any suits based thereon, with respect to the equipment or materials furnished hereunder by the Seller, except where the claimed infringement arises by reason of the equipment or materials furnished hereunder upon designs or drawings originated by the buyer.
The seller warrants that all materials or services delivered hereunder will conform to the design and specifications and to drawings, samples or other descriptions referred to in this order will conform strictly to the requirements of this order, and will be free from defects in material and workmanship. Such warranties shall survive any inspection, delivery, acceptance or payment by the buyer of the materials or services, for a period of six months following data of shipment, unless otherwise specified herein.
7. COMPLIANCE WITH LAWS
Seller shall comply with all Federal, State and local laws, applicable to this order.
8. EQUAL OPPORTUNITY
Seller further agrees to comply with the provisions of all rules and regulations (including those of the Secretary of Labor) and Executive Orders (including Nos. 11246, 11375, 11625, 11701 and 11758) applicable to this order regarding nondiscrimination because of race, creed, color, sex, age, national origin, physical or mental handicap, and veteran status.
9. BUYER'S PROPERTY
All material including tools, furnished or specifically paid for by buyer unless otherwise specified herein, shall be the property of the buyer, shall be subject to removal at any time without additional cost upon demand by the property of the buyer, shall be used only in filling orders from the buyer, shall be kept separate from other materials or tools, and shall be clearly identified as the property of the buyer. Seller assumes all liability for loss or damage, with the exception of normal wear and tear, and agrees to supply detailed statements of inventory promptly upon request.
Except as may be otherwise provided in this order, the contract price shall include all applicable Federal, State and local taxes of any kind in effect on the contract date.
11. ASSIGNMENT OF RIGHTS
Seller shall not delegate any duties nor assign any rights or claims under this contract or for breach thereof without the written consent of buyer and no such attempted delegation or assignment shall be binding on buyer. All claims for moneys due or to become due from buyer shall be subject to deduction by buyer for any setoff or counterclaim arising out of this or any other of buyer's transactions with seller whether such setoff or counterclaim arose before or after such assignment by seller.
Buyer may at any time make changes in the delivery schedules, drawings, quantities, designs and specifications but no change will be allowed unless authorized by the buyer in writing. Buyer may also make changes in the method of shipping or packing and place of delivery by any means of communication. If any such change affects cost or delivery schedules of this order, an equitable adjustment shall be made, provided seller makes a written claim therefore within 15 days from the date of buyers' written notification.
In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against seller, including any proceeding under the applicable Federal or State Bankruptcy law currently in effect, or in the event of the appointment with or without seller's consent, of an assignee for the benefit of creditors or of a receiver, the buyer shall be entitled to elect to cancel any unfilled part of this order without any liability whatsoever.
14. TITLE TO SPECIFICATIONS
Buyer shall at all times have title to all drawings and specifications furnished by buyer to seller and intended for use in connection with this order. Seller shall not disclose such drawings and specifications to any person, firm or corporation other than buyers' or seller's employees, subcontractors or Government Inspectors. The seller shall, upon buyer's request, promptly return all drawings and specifications to the buyer.
15. OBJECTIVE QUALITY EVIDENCE
Seller agrees to maintain objective quality evidence for materials supplied hereunder in accordance with an approved Quality Standards system. Seller shall supply this evidence upon request.
16. LABOR DISPUTES
Seller agrees that whenever an actual or potential labor dispute delays or threatens to delay the timely performance of the order, seller will immediately give notice thereof to the buyer.
This order shall be subject to any act of Congress providing for its renegotiation and shall be deemed to contain all of the provisions required for any such act.
18. TITLE AND RISK OF LOSS
Title and risk of loss shall pass to buyer at the F.O.B. point, provided, however, that the risk of loss shall remain with seller as to goods which are not accepted by buyer or which are rejected by buyer.
19. DEFECTIVE WORK
If any of the materials or services are defective in material or workmanship or otherwise not in conformity with the requirements of this order, buyer shall have the right to either reject them or to require their correction, and to return them at seller's risk and expense, including transportation both ways.
Seller shall provide the documentation specified in the Purchase Order. The specified documents are required to show compliance with pertinent regulatory requirements and must be strictly adhered to unless agreed to in writing by Buyer with approval from Global Electronics Testing Services. Records created by the supplier and retained by the supplier regarding products provided and their traceability, shall be maintained until notified by the Global Electronics Testing Services and shall be available, upon request, within 24 hours.
Seller warrants that all materials or services delivered hereunder shall comply with all provisions of the Williams-Steiger Occupational Safety and Health Act of 1970 including any then current rules and regulations issued there under.
Subject to inspection and acceptance, buyer will be liable for payment only for quantities ordered and delivered. Over shipments shall be held at seller's risk and expense for a reasonable time waiting shipping instructions. Shipping charges for returns shall be at seller's expense.
The rights and remedies provided by buyer herein shall be cumulative and in addition to any other rights and remedies provided by law or equity (or provided under the Uniform Commercial Code).
Waiver of a breach of any provision of this Purchase Order shall not constitute waiver of full compliance with such provision nor shall it be construed as a waiver of any other breach.
25. PRODUCT NONCONFORMANCE
In the event that a product nonconformance has been identified by the supplier, the supplier shall notify the buyer with a Discrepant Material Report and shall not take any action to disposition the product until the buyer has communicated it’s concurrence.
26. MANUFACTURING CHANGES
In the event that a product is replaced by a similar product of different manufacture, that processes used in the manufacture of a product are changed, that a manufacturing facility is relocated, or that any changes in processes might impact a product listed under this Purchase Order, the seller will notify the buyer, and if required will seek approval from the buyer that the changes are acceptable.
27. ACCESS TO FACILITIES
By accepting this Purchase Order, the seller grants to the buyer, their customer and regulatory authorities, access to the applicable areas of the facilities involved in the manufacture of the products listed under this Purchase Order, including all applicable records, at any level of the supply chain.
28. SUPPLY CHAIN FLOW DOWN
By accepting this Purchase Order, the supplier agrees to identify and respond to the buyer’s applicable requirements, and to in turn pass on these requirements to their own suppliers.
29. GOVERNING LAW
This Purchase Order shall be interpreted and governed in all respects according to the laws of the State of Florida.
Quote Terms and Conditions
These terms and conditions ("Standard Terms") are incorporated by reference into the order (the "Order") submitted by the indicated Client or its agency (jointly and severally, "Client") to the GLOBAL ELECTRONICS TETING SERVICES, LLC In the event of a conflict between these Standard Terms and the Order, these Standard Terms shall govern. These Standard Terms and the Order are collectively referred to herein as the "Agreement."
Term of Agreement
The term of the Agreement commences on the date Global Electronics Testing Services, LLC accepts written (or electronic) confirmation of its acceptance of Client’s Order (the “Acceptance Date”) unless either party delivers written notice to the other of its intent to terminate this Agreement for any reason. Either party has to terminate Purchase Order within 1 hour after receiving PO. Client shall remain liable for any amount due under an Order, the obligation to pay shall survive any termination of this Agreement. Anything herein to the contrary notwithstanding, the provisions of the Agreement relating to confidentiality and any other provisions which by their nature should survive termination or expiration of this Agreement, shall so survive.
Acceptance/Rejection of Orders
Submission of your Purchase Order is merely an offer to Global Electronics Testing Services, LLC to use commercially reasonable efforts to provide the services and deliver the deliverables described in the Order for the price proposed therein. The Order is not binding on Global Electronics Testing Services, LLC unless or until Global Electronics Testing Services, LLC delivers written confirmation of its acceptance of the Order to the Client. Global Electronics Testing Services, LLC reserves the right, in its sole discretion, to accept or reject any Order. Acceptance of an Order only obligate Global Electronics Testing Services, LLC to use commercially reasonable efforts to provide the services described in the Order.
Term of Payment
After sending written confirmation of the acceptance of Purchase Order, Global Electronics Testing Services, LLC will complete the work and invoice Client in the amount set forth in the Order. Unless previously agreed and stated in order: full payment is due within 30 days of the Purchase order.. Amounts unpaid by Client after the agreed terms shall bear interest at the rate of one-and-one-half percent (1.5%) per month (or the highest rate permitted by law, if less) until paid in full. In the event of any failure by Client to make payment, Client will be responsible for all reasonable expenses (including attorneys' fees) incurred Global Electronics Testing Services, LLC in collecting such amounts. Without limiting any other remedy available Global Electronics Testing Services, LLC in law or equity, in the event that Client is in default of its obligations hereunder, including without limitation delinquent in payments required to be made hereunder, Client shall upon notice from Global Electronics Testing Services, LLC to pay in full required under this Agreement. All payments due hereunder are in U.S. dollars only.
Orders. (1) Clients payments of Global Electronics Testing Services, LLC invoices shall not be delayed or conditioned on approval or payment by Client’s customer or any third party. (2) Clients orders are non cancellable and all deposits are non refundable.
During the term of this Agreement, and until such time as the "Confidential Information" (as defined below) is no longer protected as a trade secret or confidential information under Florida law, neither party will use or disclose any "Confidential Information" of the other party except as specifically contemplated herein. "Confidential Information" means information that: (1) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. Subject to the foregoing: (i) Confidential Information of Global Electronics Testing Services, LLC includes, but is not limited to, the sources from which it obtains survey respondents, and the methods by which it obtains survey respondents; and Confidential Information of either party includes, but is not limited to, technical or non-technical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data and the terms of the Order. Confidential Information does not include information that: (i) has been independently developed by the receiving party without access to the other party's Confidential Information; (ii) has become publicly known through no breach of this Section by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority. At the request of the disclosing party, the receiving party shall return all of the disclosing party's Confidential Information to the disclosing party.
Global Electronics Testing Services, LLC warrants that: (i) it will provide its services hereunder in a professional and workmanlike manner WITH THE EXCEPTION OF THE PRECEDING WARRANTY, GLOBAL ELECTRONICS TETING SERVICES, LLC MAKES NO WARRANTY WITH RESPECT TO ANY MATTER INCLUDING, WITHOUT LIMITATION, ITS SERVICES AND DELIVERABLES HEREUNDER, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY OR FUNCTIONALITY OF ANY ASPECT OF THE SERVICES OR DELIVERABLES HEREUNDER.
Limitations of Liability
In the event that Global Electronics Testing Services, LLC fails to deliver any services or deliverables, the entire liability of Global Electronics Testing Services, LLC and the exclusive remedy of Client shall be limited to the price reduction and future credit set forth By Global Electronics Testing Services, LLC. IN NO EVENT SHALL Global Electronics Testing Services, LLC BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF GLOBAL ELECTRONICS TETING SERVICES, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL GLOBAL ELECTRONICS TETING SERVICES, LLC AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM EXCEED THE AGGREGATE AMOUNT OF THE ORDER. Without limiting the foregoing, Global Electronics Testing Services, LLC shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the control of Global Electronics Testing Services, LLC. Client acknowledges that Global Electronics Testing Services, LLC has entered into this Agreement in reliance upon the limitations of liability set forth herein.
This Agreement and the Order constitute the entire agreement of the parties with respect to the subject matter of the Order. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of law. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in the State of Florida, the jurisdiction and venue of which the parties irrevocably consent to for this purpose.
By submitting its Order Global Electronics Testing Services, LLC, Client assets and agrees to these Standard Terms.