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PURCHASING TERMS AND CONDITIONS
  1. All items purchased hereunder are warranted by Seller, as of the time of delivery and continuously thereafter during the normal useful life thereof, as follows:
    1. to conform to the description in the order or to the sample (if a purchase from sample); to have been designed, engineered and constructed in a good and workmanlike manner and made of suitable high-quality material;
    2. to be merchantable;
    3. to be fit for the particular purpose of Buyer as described in this order or otherwise previously in writing to Seller;
    4. that the title to all items purchased hereunder shall be good and the transfer thereof to Buyer shall be rightful, and the delivery thereof to Buyer shall be free from any security interest or other lien or encumbrance; and
    5. that Seller has complied with all federal, state and local laws applicable to the manufacture, sale and delivery of each of the items purchased hereunder, insofar as they are within the control of Seller.
  2. All purchases hereunder shall be subject to the terms hereof, the Illinois Uniform Commercial Code, and any other remedies conferred by law upon Buyer. Additionally, in the event of any failure on the part of Seller to comply with the terms and conditions contained in this purchase order, Buyer reserves the right to:
    1. return invoices and compute discounts from the date a corrected invoice is received at its home office;
    2. hold Seller responsible for any loss or expense resulting from any errors in shipping or any violations of shipping instructions or non-compliance with railway or other carrier tariffs; transportation costs on rejected materials f.o.b. the plant of Buyer from which the materials are rejected;
    3. time being of the essence, cancel this order, in whole or in part, at Buyer’s option, in the event Seller fails to deliver any item covered by this order within (7) days of the delivery date specified herein for such item; and
    4. hold Seller responsible for any and all incidental and consequential damages flowing from and resulting from Seller’s breach.

      All remedies of Buyer, whether provided by law or specified in this purchase order, shall be deemed cumulative, and acceptance by Buyer of performance in any one instance, despite a breach by Seller in connection therewith, shall not be deemed a waiver by Buyer of Buyer’s right as to any other or subsequent breach. No payment by Buyer hereunder shall be deemed acceptance of the performance by Seller, in whole or in part, or a waiver of any remedy of Buyer for breach of this purchase order by Seller.
  3. None of the Conditions herein set forth shall be stricken or limited in any way by any Proposal, Acceptance, Acknowledgment or Confirmation of Seller, written or oral. Any different or additional terms or conditions proposed by Seller in any form, even to the extent that such form purports to modify the conditions hereof, shall be deemed material alterations of this purchase order and shall not alter or modify these terms and conditions by operation of any law or by custom unless specifically accepted in writing by an authorized representative of Buyer. Acceptance of delivery of items shall not be considered an acceptance of any modification of these conditions.
  4. Seller shall protect, indemnify and save Buyer harmless from all claims, loss, damages, fines, penalties, expenses, costs, causes of action and counsel fees and, at Buyer’s election and Seller’s expense, defend all claims or suits which may be brought against Buyer in law or equity for:
    1. the infringement, or the like, of any United States or foreign patent, trademark or copyright as a result of the manufacture, sale or use of the product sold hereunder;
    2. for any failure of compliance with the provisions of any applicable federal, state or local laws relating to the goods including, but not limited to, the Federal Fair Labor Standards Act, the regulations and orders issued pursuant to any of the foregoing acts and all other applicable federal, state and municipal laws, ordinances and regulations relating thereto; and
    3. for any claims, loss, damages, fines, penalties, expenses, costs, causes of action and counsel fees incurred by reason of any such claims or suits brought against Buyer by employees, servants, agents or independent contractors of Seller or brought by any third person alleging liability of Buyer by reason of the acts or omissions of such employees, servants, agents or contractors of Seller.
  5. In the event fire, flood, strike, lockout, accident, war, or other cause beyond Buyer’s control shall interfere with the delivery or use of the goods covered by this order, Buyer shall have the right to require suspension of deliveries during the continuance of such conditions.
  6. Prices are to be computed and paid in United States dollars at the rate of exchange applicable thereto upon the date appearing on this order, unless expressly stated otherwise on this order.
  7. As a Government contractor within the meaning of various federal and state laws, Buyer may, from time to time, be required to obtain certification of compliance with such laws from its suppliers and contractors. If required by law, the separate Non-Discrimination Compliance Agreement furnished (or to be furnished) to Seller by Buyer shall be executed by Seller and returned to Buyer, and shall form a part of all presently existing or future orders and agreement between Buyer and Seller.
  8. No substitutions shall be made unless agreed to in writing and signed by an authorized representative of Buyer.
  9. This order shall not be assigned by Seller without the prior written consent of Buyer and shall be binding upon the parties hereto and their respective successors and permitted assigns.
  10. This order represents the entire agreement between the parties with respect to the subject matter hereof and cannot be modified except by a writing signed by an authorized representative of Buyer. The rights and obligations of the parties shall be governed and construed according to the laws of the State of Illinois, without regard to the choice of laws rules, and the parties agree and consent to jurisdiction and venue for any dispute in the state or federal courts situated in Chicago, Illinois.