PRICES: Prices
are F.O.B. Buyer's facility. Unless specifically otherwise set forth, prices
do not include the amounts of any sales, use, transfer,
excise or other taxes, tariffs or custom duties, and Buyer will pay directly
or be charged by Seller for any such taxes, tariffs or customer duties levied
upon
the sale, transfer, import or use of the products sold hereunder.
TERMS: Terms of payment unless otherwise expressly agreed upon in writing, are as set forth on the face hereof, F.O.B. Buyer's facility (except that risk of loss with respect to nonconforming goods shall not pass to Buyer unless and until nonconformities are cured or Buyer accepts notwithstanding the nonconformities). All payments shall be made in United States currency. Payment shall not prejudice claims on account of omissions or shortages in shipment.
DELAYS IN DELIVERY:
Seller will not be liable for damage for delays in delivery due to causes
beyond its reasonable control. If Seller,
however, for any reason does not comply with Buyer's delivery schedule,
Buyer at its option may either approve a revised delivery schedule or may
cancel
the order without any liability to the Seller.
WARRANTIES: Seller
expressly warrants that all goods supplied to Buyer will be merchantable,
free from defects in design, workmanship and material,
fit for the intended purposes and conform to applicable drawings, descriptions,
statutes, rules, regulations, express warranties and/or specifications of
Buyer.
BUYER'S PROPERTY:
Unless otherwise agreed in writing, all plans, specifications, samples,
instructions, drawings, artwork, tooling, plates
or dies of every description furnished to Seller by Buyer or unconditionally
appropriated to the contract, or any replacement thereof, or any materials
affixed or attached thereto, shall be and remain the personal property of
Buyer. Such property, and whenever practical each individual item thereof,
shall be plainly marked or otherwise adequately identified by Seller as
"Property of JAE Tech Inc." and shall be safely stored separate
and apart from Seller's
property Seller shall not substitute any property for buyer's property and
shall not use such property except in filling Buyer's orders. Such property
while in
Seller's custody or control shall be held at Seller's risk, shall be kept
insured by Seller at Seller's expense in an amount equal to the replacement
cost with loss payable to Buyer and shall be subject to removal at Buyer's
written request in which event Seller shall prepare such property for shipment
and shall
redeliver it to Buyer in the same condition as originally received by Seller,
reasonable wear and tear accepted.
CHANGES: Buyer shall have the right to make changes in the order, but no additional charge will be allowed unless authorized in writing by Buyer. If such changes affect delivery or the price sought by Seller, Seller shall notify Buyer immediately
NON-ASSIGNMENT and SET OFF: Assignment of this order or any interest therein or any payment due or to become due thereunder, without the prior written consent of the Buyer, shall be void. Buyer shall be entitled at all times to set off any amount owing at any time from Seller or its affiliated companies to Buyer or any of its affiliated companies against any amount payable at any time by Buyer in connection with this order.
FAIR LABOR STANDARDS
ACT: In accepting this order Seller shall be deemed to represent that
the goods to be furnished hereunder, were
or will be produced in compliance with the requirements of the Fair Labor
Standards Act of 1938, as amended. Unless otherwise agreed in writing, Seller
shall insert a certificate on all invoices submitted in connection with
this order stating that the goods covered by the invoice were produced in
compliance
with all applicable requirements of Section 6,7, and 12 of the Fair Labor
Standards Act, as amended, and of regulations and orders of the U.S. Department
of Labor issued under Section 14 thereof.
WORK ON BUYER'S OR ITS CUSTOMERS PREMISES: If Seller's work under the order involves operations by Seller on the premises of Buyer or one of its customers, Seller shall take all necessary precautions to prevent the occurrence of any injury to person or property during the progress of such work. Except to the extent that any such injury is due solely and directly to Buyer's or its customer's willful misconduct or gross negligence, as the case may be, Seller shall indemnify, hold harmless and defend Buyer against all losses, claims, liabilities, damages, costs and expenses (including reasonable attorney fees) which may result in any way from any act or omission of the Seller, its agents, employees, or subcontractors while on Buyer's or Buyer's customer's premises. Seller shall maintain such public liability, property damage, and employer's liability and compensation insurance as will protect Buyer from said risks and from any claims under any applicable Workers' Compensation and Occupational Disease Acts.
NON-WAIVER: The failure of the Buyer to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such provisions or of the right of Buyer thereafter to enforce each and every such provision.
NON-DISCRIMINATION IN EMPLOYMENT: In accepting this order, Seller shall be deemed to represent that the goods to be furnished and/or work performed hereunder were or will be produced in compliance with Executive Order 11246, and regulations issued thereunder, which are incorporated by reference in this order.
CANCELLATION:
This order is not subject to cancellation or modification, in whole or in
part, except with Buyer's express written consent. If Seller ceases to conduct
its operations in the normal course of business, fails to pay its debts
generally as such debts become due, any proceeding under the Bankruptcy
Code or insolvency laws is commenced by or against Seller, a receiver is
appointed for Seller or a substantial portion of its business or assets,
or an assignment for the benefit of Seller's creditors is made, Buyer may
terminate this order without liability except for deliveries previously
made
and accepted or for goods covered by the order then completed and subsequently
delivered and accepted in accordance with the terms of this order.
CLAIM POLICY: JAE Tech Inc. will assume responsibility for machining related claims. Steel-related claims such as seams, non-metallic inclusions, rolling laps, chemistry mixes, excessive cold working during straightening, etc., will be considered the responsibility of the steel supplier. Heat treating related claims will be considered the responsibility of the heat treat supplier.
LIMITATION OF ACTIONS: Any action for a breach of contract arising out of Seller's acceptance of Buyer's purchase order, products supplied and/or work performed hereunder must be commenced within four (4) years after the cause of action has occurred.
INSPECTION AND RETURNS:
Notwithstanding prior payment, goods shipped under this order are subject
to the Buyer's inspection within a 30-day period following receipt thereof.
All goods of inferior quality or workmanship, not in compliance with drawings,
specifications or warranties, shipped contrary to instructions, in excess
of or less than the quantities specified, substituted for goods therein
described, not shipped in containers conforming to the Buyer's specifications
(or, in the absence of such specifications, in recognizable standard containers),
or otherwise not conforming to the contract or that
violate any applicable local, state or federal statute, ordinance or administrative
order, rule or regulation may be rejected and returned to the Seller for
a complete refund of the Buyer's payments and other costs, including freight
charges. Risk of loss with respect to goods so rejected shall at no time
be borne by the Buyer. The Buyer may charge the Seller any expenses incurred
in unpacking, examining, repacking, storing and reshipping and goods rejected
as
aforesaid.
GOVERNING LAW; REMEDIES: The rights and obligations of the parties hereto and the construction and effect of any contract formed pursuant hereto shall be governed by the laws of the State of Ohio. Buyer shall, in addition to the rights and remedies herein set forth be entitled to all rights and remedies provided for in the Uniform Commercial Code as adopted by the State of Ohio and other applicable law, as amended from time to time, and at equity.
INDEMNIFICATION:
Seller shall, at Seller's sole cost and expense, indemnify, defend and hold
harmless Buyer and Buyer's customers of, from and against any and all claims,
losses, liabilities, damages, costs and expenses, including reasonable attorney
fees, constituting or arising from any products liability claims relating
to products described in or supplied with reference to this purchase order;
failure of such products to conform to applicable safety standards, warranties,
specifications or requirements; and/or, infringement by such products of
any patent or copyright.