These Terms and Conditions of Purchase apply to the order and purchase of goods by Leader Gasket Technologies, Inc. ("Buyer") from seller ("Seller"), except as otherwise indicated in writing on the face of a purchase order submittedby the Company to Seller.
This order expressly limits acceptance to its terms, including any attachments. Buyer hereby objects to any additional or different terms in any response to this offer. Any trade usage or course of dealing conflicting with any term in this offer is expressly negated. The parties intend that the terms of this order constitute the final,complete, exclusive and fully integrated terms of the contract. Any other prior or contemporaneous agreements, oral or written, are hereby negated. Any modification or waiver of the terms of this order, whether evidenced by language or conduct, shall be null and void unless they are evidenced by a writing signed by an authorized agent of Buyer. If this order is construed to be an acceptance, this order is expressly conditioned on Seller's assent to the terms of the order that are additional to or different from those terms expressed in Seller's quotation or other offering documents.
This order must be acknowledged in writing advising when shipment will be made. Any delay in shipment must be reported to Buyer immediately. Any shipment hereunder indicates Seller's acceptance of this order and constitutes an agreement by Seller to supply the material called for at the prices and on the terms and conditions set forth herein or on the order.
Material shipped in excess of or under the quantity specified in this order will, at Buyer's option, be returned at Seller's expense. No charges will be allowed for packing, crating, freight, express or cartage unlessagreed to and specified on this order.
All material will be subject to Buyer's inspection and approval before acceptance. The Seller hereby warrants the material delivered on this order to be in accordance with specifications, drawings or samples, if such were submitted, and agrees that this warranty shall survive acceptance. If material is defective, or is not in accordance with specifications, drawings or samples, Buyer reserves the right to cancel and return such material.The Seller agrees to bear the cost of inspecting material rejected, together with all transportation charges. In addition to the other terms set forth herein, this order expressly includes all implied warranties and all of the Buyer's remedies set forth in the Uniform Commercial Code.
DELIVERY AND RISK OF LOSS
It is expressly understood and agreed that Buyer may refuse to accept, or that Buyer may return at Seller's expense, any material not delivered by the date stated herein, and in such event Buyer may cancel this order or any part thereof. Unless otherwise specified by Seller and agreed to by Buyer in writing,
delivery, payment terms, passage of title and risk of loss to products shipped under this order shall be FOB Destination, Freight Prepaid. Seller agrees to ship all orders complete by the date requested, but not more than two weeks in advance of times specified in the order without Buyer's prior written approval. In the event of late delivery, all damages suffered by Buyer and any transportation or other costs incurred by Buyer to meet the specified delivery schedule will be paid by Seller. Seller will be responsible for any extraordinary costs incurred by Buyer due to late delivery of the goods to Buyer's customers due to late delivery of the goods to Buyer by Seller. Risk of loss with respect to goods delivered shall not be transferred to Buyer until actual receipt of the goods by Buyer at the address indicated on the purchase order.
Buyer shall not be billed at prices higher than those stated on Buyer's confirmed purchase order (see LG Supplier Pricing Notification Policy.) Unless otherwise specified, the price stated includes all charges for packing,storage and transportation to point of delivery. Seller is responsible for all delivery charges in excess of those that Buyer has agreed to pay. The prices stated include all taxes except state or local taxes which Seller is required by
law to collect from Buyer. Such taxes, if any, shall be separately set forth in Seller's invoice and will be paid by Buyer unless an exemption is available. Seller agrees that any price reduction with respect to items covered by this order subsequent to its placement, but prior to payment, will be applicable to this order. In addition to any right of set-off provided by law, Buyer may automatically deduct from payments made to Seller any amounts due or owing to Buyer by Seller.
Buyer may terminate this order in whole or in part at any time by written notice to Seller. Upon receipt of such notice, Seller shall, unless the notice directs otherwise, immediately discontinue all work and the placing of all orders for materials, facilities and supplies in connection with the performance of this order, and shall promptly cancel anyexisting orders and terminate all sub-contracts chargeable to this order. Upon any such termination, Seller shall ship to Buyer, and Buyer shall pay Seller for, any products manufactured for Buyer in accordance with purchase orders submitted by Buyer, asof the effective date of such termination.
Seller expressly warrants that the goods and services provided hereunder shall (a) conform in all material respects to the applicable specifications, drawings and instructions provided by Seller, (b) be free from defects in materials and workmanship, (c) be new and of the highest quality, (d) be free and clear of any liens,encumbrances and any actual or claimed intellectual property infringement, (e) be merchantable, safe and fit for Buyer's intended purposes, which purposes have been communicated to Seller, and (f) with respect to services performed hereunder, if applicable, be performed in a competent and workmanlike manner in accordance with industry standards. These warranties shall be in addition to all other warranties afforded to Buyer by operation of law, shall survive any inspection, test, delivery, acceptance, use and payment, and shall inure to the benefit of Buyer, its successors, assigns, customers and end-users of Buyer's products.
Seller agrees to defend, indemnify, and hold harmless the Buyer, its employees, officers,directors, agents, successors and assigns, from and against any and all actions, claims, liability, cost, damage or expense including, but not limited to,attorney's fees and other expenses of defense, attributable in whole or in part to any act or omission of Seller, its employees, agents, or subcontractors arising out of or in connection with (a) the filling of this order, (b) the use or sale of the goods called by for this order by Buyer or its customers; and (c) the provision of services by Seller pursuant to this order.
All disclosures, specifications, patterns or technical information furnished to Seller by Buyer are the sole property of Buyer and are submitted in confidence upon the understanding and agreement by Seller that they shall not be disclosed or furnished to any third party, shall not be used by Seller in whole or in part for any purpose not designated by Buyer, and shall be returned to Buyer immediately upon Buyer's request.
Performance hereunder shall be excused and suspended for such time as any force majeure,strike or impending strike, or any other cause, not within the control of the party interfered with shall prevent or delay the same.
Seller shall maintain adequate amounts of product liability insurance as will adequately protect Buyer against such damage, liabilities, claims, losses and expenses, including, but not limited to, atto rney's fees, arising out of third party product liability claims.We require a Certificate of Insurance with the following provisions: (a) General Liability coverage of (i) US $1,000,000 per occurrence and (ii) US $ 5,000,000 aggregate, (b) Occurrence basis, (c) should designate Leader Gasket Technologies as Certificate holder, (d) should provide that Leader Gasket Technologies be notified at least 30 days in advance of cancellation, non-renewal or material change in coverage.
COMPLIANCE WITH LAWS AND REGULATIONS
Seller agrees that it will comply with all federal, state, and local laws and regulations applicable to the production, sale and delivery of the goods or the furnishing of any labor or services called for by this order, and any provisions required thereby to be included herein shall be deemed to be incorporated herein by reference.
Each package and shipping manifest must be numbered and labeled with Buyer's order numbers, and specify contents and weight. Invoices shall (a) be rendered separat ely for each delivery; (b) cover not more than one order; (c) be rendered in duplicate with order number noted thereon; and (d) be sent to the address hereon or as otherwise provided to Seller by Buyer. Any receipted bill for transportation charges when such charges are added to invoice. Invoices, shipping notices and bills of lading are to be mailed within 24 hours after shipment.
Unless otherwise agreed upon in writing signed by an authorized agent of Buyer, Buyer's default payment terms to Seller will be 1% 20 days, Net 45 days. On all invoices subject to cash discount, Buyer reserves the right to calculate the discount period from date invoice is received in Buyer's office.