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Purchase Order Terms and Conditions

1. ACCEPTANCE. This order constitutes an order by CMP Industries LLC (hereafter referred to as Buyer) upon the terms and conditions and subject to instructions appearing on the face and reverse hereof. No other form of acceptance, verbal or written, will be valid or binding upon the Buyer. No deviation from this or any of the terms hereof shall be binding upon the buyer without prior written approval of the Buyer. The Buyer will not be responsible for goods delivered or services rendered except on a properly authorized or signed purchase order form. Any additional or different terms or conditions set forth in Seller’s quotation or other communications are unacceptable to Buyer and shall not be effective or binding unless assented to in writing by a corporate officer of Buyer.

The Purchaser shall be responsible for complete specification of the products purchased, including acceptance criteria, desired values, drawings, parts lists, standards, formulas, etc. Said specifications and requirements shall be communicated to Supplier in writing. The specifications may be updated form time to time on agreement with the Supplier. All revisions shall likewise be communicated to the Supplier in writing.

The Supplier shall make available the technical data with desired values and tolerances for the quality characteristics required by the Purchaser.

2. DELIVERIES & CANCELLATIONS. Buyer’s production schedules are to be based upon the materials being delivered to Buyer at the agreed time. The Buyer reserves the privilege of cancellation for its convenience. In the event of cancellation the Seller will be reimbursed for the percentage of work completed. All raw materials, finished machine parts, or any other items related to this order must be delivered to the Buyer before payment will be made. If deliveries are not made at the time agreed upon, Buyer reserves the right to either cancel or purchase elsewhere and hold Seller accountable therefor. If Buyer purchases elsewhere, Seller shall reimburse Buyer in an amount equal to the difference between the purchase price agreed upon between Buyer and Seller and the purchase price paid by Buyer to the third party. Neither Buyer nor Seller shall be liable for any default hereunder because of unforeseeable contingencies beyond their control and without their fault or negligence, such as strikes, fires, accidents, government or Acts of God.

3. PRICES. Seller’s price shall not be higher than that last quoted or charged to Buyer unless otherwise agreed upon in writing. Prices quoted by telephone will be considered final if acceptable to the Buyer.

4. INVOICES. Invoices, bills of lading and packing slips must be processed by Seller in accordance with printed instruction furnished by Buyer. Buyer’s order number and Seller’s packing slip number, also item quantity number, must appear on all invoices, packing slips and bills of lading. Cash discount period will date from acceptance of material or receipt of invoice at our plant, whichever is later. Delay in receiving statements, invoices, or shipments, as well as errors or omissions will be considered just cause for withholding settlement without losing cash discount privilege.

5. PACKING ETC. Packing slips must be enclosed with each shipment. Goods must be prepared for shipment in accordance with the Packing Requirements of Consolidated Freight Classification, exceptions to the classification, or the tariff naming rate in effect on date of shipment. Seller agrees to assume and pay all extra expenses accruing on account of improper packing. No charge will be allowed by Buyer for any packing, crating, drayage or storage whatsoever, unless stated herein. Buyer is not responsible for containers or other packing material, the property of the Seller, for which Seller makes a charge if not returned, unless such returnable articles are shown on packing lists and invoices.

6. TRANSPORTATION CHARGES. Shipments against this order are F.O.B. Destination unless otherwise specified in order. Transportation charges should be prepaid. If such shipments are sent collect, charges will be deducted from invoice. Any saving in cost of transportation resulting from reduction in rates, changed routing or quantities, changes in method of transportation, or through claims for refunds or reparation, shall inure and be paid to Buyer.

7. QUANTITIES. Shipments must equal exact amounts ordered unless otherwise agreed in writing by Buyer. Buyer assumes no obligation with respect to goods shipped in excess of quantities specified herein, except in accordance with trade custom and usage. Materials shipped in excess of quantity ordered may be returned at Seller’s expense.

8. INSPECTION. Final inspection shall be made on Buyer’s premises, within a reasonable length of time following receipt of items or material covered by this order, unless otherwise agreed in writing. Materials rejected as not conforming to this order shall be returned, within a reasonable length of time, at Seller’s expense, including transportation and handling cost. Payment of Seller’s invoice shall not constitute acceptance.

9. REJECTIONS. Rejected goods at Buyer’s option may be (a) either returned to Seller for reimbursement, credit or replacement and at Seller’s risk, with handling and transportation thereof, both ways, at Seller’s expense, or (b) may be held for Seller’s instructions and at his risk and expense. No goods returned as defective shall be replaced without specific authorization from Buyer.

10. WARRANTIES. The Seller, by acceptance of this order and by furnishing goods hereunder, warrants the articles or material herein specified to be free from defects in labor, materials, or fabrication and merchantible, and that they conform to specifications designated by Buyer or if none are so designated, as represented by Seller, and that they conform in all respect to any standards and specifications imposed by any Federal, State or other governmental agency, whether by law, rule, regulation, order or other requirements. This warranty shall run to the Buyer, its successors, assigns, customers, and the use of its products.

11. BUYER’S MATERIAL. Any materials or articles furnished by Buyer in connection with this order other than on a charge basis, shall be regarded and treated as held by Seller upon consignment, and Seller agrees to pay for all material either spoiled by Seller or not otherwise satisfactorily accounted for at Buyer’s cost. Seller agrees to keep custody of all such materials or articles so that they will be in good condition and so that they may readily be identified as Buyer’s property at all times.

12. BUYER’S DESIGNS, TOOLS, PATTERNS, EQUIPMENT, ETC. All designs, tools, patterns, drawings, and any other information or equipment supplied by Buyer, manufactured by or obtained from some other source by the Seller relating to or for use in the manufacture of the articles or materials contracted for herein are to be considered the sole property of the Buyer. Seller agrees that it will keep the same in such a manner that they will be in good condition and may readily be identified as the property of the Buyer at all times, either by mark, segregation or any means or combination of means. By accepting this order, Seller expressly agrees that it will not use any of them in production, manufacture or design of any articles or materials for any other purchase, nor for the production or manufacture of larger quantities than those specified herein, without first obtaining the express consent and license in writing of the Buyer. Seller further expressly agrees to maintain all of the foregoing in strict confidence, to not use any of the foregoing except as specifically set forth in written agreement between Buyer and Seller and to not disclose any of the foregoing information to third parties. At termination of this contract, they shall be returned to Buyer, together with all spoiled and surplus material unless the Buyer shall otherwise direct.

13. INDEMNIFICATION. Seller assumes liability for and agrees to indemnify and hold harmless the Buyer, its subsidiaries, affiliates, employees, officers, and agents (hereafter “Indemnified Persons”) from and against any and all liability, damages, penalties, costs and expenses including but not limited to reasonable attorney’s fees and the costs and expenses of investigations imposed on, incurred by or asserted against the Indemnified Persons or any of them for Bodily Injury or damages to Property arising in any manner out of (1) the goods covered by this Purchase Order including but not limited to design or latent and other defects regardless of whether discoverable by Buyer or Seller, and (2) any claim for patent, trademark, or copyright infringement. All indemnities and warranties contained in any section of this Purchase Order shall continue in full force and effect notwithstanding the incorporation of any of the goods covered hereby into a manufactured product.

14. INSURANCE. CMP Industries LLC and their subsidiaries are hereby named as additional insured on a primary and non-contributory basis, including products liability as per written contract requirements for general liability and umbrella/excess liability. Waiver of subrogation in favor of CMP Industries LLC applies per written contract requirements to general liability and umbrella liability.

The Seller agrees to provide evidence of Products Liability Insurance (and/or complete operations liability if installation is involved) in the form of a certificate from the insurance carrier with provision for 30 days prior notice to be given to the Buyer in the event of cancellation, material change or failure to renew. Limits of liability to be not less than Bodily Injury $1,000,000.00 and Property Damage to $1,000,000.00. Seller to provide Vendors endorsement covering Buyer. If this order requires the performance of any labor for Buyer, Seller further agrees to carry, and upon request of Buyer to furnish a certificate from its insurance carriers showing that it carries adequate

Workman’s Compensation, Public Liability and Property Damages insurance coverage. Such certificate must show the amount of each kind of coverage, name of each insurance company and policy number and expiration date of each policy.

If Seller is self-insurer, Seller must have a certificate thereof furnished directly to Buyer by the cognizant Department of Government of each State in which any such labor is performed. All materials as described in item 11 and all designs, tools, patterns, equipment, drawings, and any other information described in item 12 must be covered by insurance on part of Seller which is acceptable to Buyer.

15. PUBLICITY. 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 furnished or has contracted to furnish to the Buyer, the articles or materials herein specified. The Seller shall not disclose any of the details connected with this order to any third party except as herein specified or agreed in writing by Buyer. The Seller agrees to be responsible in matters within its control for the safeguarding of all secret, confidential, or restricted matters that may be disclosed or that may be developed in connection with the work under this order, and to require a similar agreement of all sub-contractors and agents of the Seller to whom any work or duty relating to this order may be allotted.

16. DELEGATION OR ASSIGNMENT. Seller shall not delegate or assign any duties or claims under this order without Buyer’s prior written consent. All claims for monies due or to become due from Buyer shall be subject to deduction by Buyer for any setoff or counter claim arising out of this or any other of Buyer’s orders with Seller, whether such setoff or counter claim arose before or after any such assignment by Seller.

17. BUYER’S DESIGN. Buyer retains all property and other rights in designs, drawings, sketches, and blueprints it may furnish to Seller in connection with this order and Seller agrees to return the same at any time on the request of Buyer. No such design, drawing or blueprint shall, without written permission of Buyer, be incorporated in, or used in connection with or in the promotion of, goods furnished manufactured for anyone else.

18. CHANGES. Buyer shall have the right to make from time to time and without notice to any sureties or assignees, changes, specified in writing, as to packing, testing, destination, specifications, designs and delivery schedule. Seller shall immediately notify Buyer of any increases or decreases in costs caused by such changes and an equitable adjustment in prices or other terms hereof shall be agreed upon in a written amendment to this order.

19. APPLICABLE LAWS AND GOVERNING LAW. Seller agrees that performance hereof is and shall be subject to all present or future applicable Federal, State, and Local laws, rules, regulations, ordinance or requisitions, including, but without limiting the generality of the foregoing, the Fair Labor Standards Act of 1938, the Walsh-Healy Public Contract Act and all amendments thereto. Seller further agrees upon request to furnish Buyer a certificate of compliance with any such law, rule, regulation, etc., in such form as Buyer may from time to time require. The contract resulting from acceptance of this order is to be construed according to the laws of the State from which this order is issued as shown by the address of the Buyer as stated on the face hereof.

20. INTERSTATE COMMERCE. Seller is hereby put on notice that Buyer sells its products in interstate commerce and Seller agrees specifically to comply with the requirements of any and all statutes and regulations which may thereby be made applicable to it, and to hold Buyer harmless from any and all liability, damage, or claim arising out of failure of Seller to comply with, or violation by Seller of any such statute or regulation.

21. HEADINGS. The paragraph headings or titles are not a part of these terms and conditions but are inserted for convenience only.

22. CONFIRMATION. This order to become effective, must be confirmed in writing by Seller within 5 days after its receipt by Seller, and may be revoked or cancelled at any time before receipt by Buyer of such confirmation of order.

23. SET-OFF. Buyer shall be entitled at all times to set off any amount owing at any time from Seller to Buyer or any of its affiliated companies against any amount payable at any time by Buyer or any of its affiliated companies to Seller.

updated 1-08-2016