- ACKNOWLEDGEMENT. The acknowledgement copy of this order must be returned promptly to WM. WRIGHT CO. Shipment and/or delivery must be to agree with the schedule as recorded on the face of this order or if the Seller cannot meet WM. WRIGHT CO.'S requested schedule. Seller must so state on the acknowledgement copy indicating thereon the best schedule that can be met, which WM. WRIGHT CO. may accept or reject.
- No variations in the delivery schedule, price, quantity, specifications or other provisions of this order will be binding on WM. WRIGHT CO., unless agreed to in writing and signed by WM. WRIGHT CO.'S Purchasing Agent or other authorized representative.
- CANCELLATION WM. WRIGHT CO., without waving any other legal rights, reserves the right to cancel this order in whole or in part by written or telegraphic notice at any time when: (1) The Seller fails to meet the agreed-to delivery dates and/or quantity requirements. If such default is due to cause beyond the control of the Seller, the time of completion may, with WM. WRIGHT CO.'S consent, be extended a period equal to the period of delay, if the Seller gives WM. WRIGHT CO. notice in writing to the cause of the delay within reasonable time after the beginning thereof (2) Cancellation is caused by the United States or any of its agencies, embargoes, acts of civil or military authorities, acts of the public enemy, inability to secure transportation facilities, strikes, accidents at WM. WRIGHT CO.'S plant, acts of God or other causes beyond the control of WM. WRIGHT CO. (3) Causes other than specified above, in such an event, WM. WRIGHT CO. shall negotiate an amount to be paid by WM. WRIGHT CO. to the Seller in full settlement for reasonable and necessary expenses incurred directly incident to this order up to date of cancellation. WM. WRIGHT CO., however, shall not be liable for any loss of profits on this order or portion thereof so cancelled. If such cancellation is caused by termination of a government contract, WM. WRIGHT CO. will reimburse the Seller in accordance with standard government subcontract provisions.
- DELIVERY SCHEDULE. Unless otherwise agreed to in writing, Seller shall not make material commitments or production arrangements in excess of the amount ordered or in advance of the time necessary to meet WM. WRIGHT CO.'S delivery schedule. It is the Seller's responsibility to comply with this schedule, but not to anticipate WM. WRIGHT CO.'S requirements. Goods shipped to WM. WRIGHT CO. in advance of schedule may be returned to Seller at Seller's expense, or payments of invoices may be withheld until the required delivery dates, unless specific authorization is granted by WM. WRIGHT CO. for advanced delivery. If payments of invoices are withheld, they will be discounted in the usual way effective from the required delivery date. Partial shipments of material where no partial shipment is specified may be returned to the Seller at the Seller's expense unless specific authorization is granted by WM. WRIGHT CO. for partial delivery or payment of invoices may be withheld until order is complete. Discount terms will be calculated from the date the final invoice is received or from the date material is received completing the order, whichever is later.
- CHARGES. This order may not be billed at prices higher than quoted or therefore charged or in effect at the time of shipment without the consent of WM. WRIGHT CO.. The Seller shall warrant that no price or other charges to WM. WRIGHT CO. hereunder will be in violation of any price control regulation of the United States Government. No charges of any kind, including charges for boxing or cartage will be allowed unless specifically authorized by WM. WRIGHT CO. in writing. Transportation charges of materials or articles furnished under the purchase order, shall be in accordance with the Carrier's tariffs lawfully in effect at the time shipments are moved or the services performed.
- INSPECTION. All materials and articles will be subject to inspection and approval by WM. WRIGHT CO.; its assigned Inspection Agencies and/or the Government. Final Inspection will be made after receipt by WM. WRIGHT CO., if rejected; they will be held for disposition at the Seller's risk and any expense or payment on account thereof will be promptly refunded by the Seller without prejudice to any other rights of WM. WRIGHT CO. under warrants or otherwise. Any inspection or approval at the Seller's plant or elsewhere during or after manufacture, whether or not such inspection or approval be provided for by the terms of the purchase order, shall be provisional only, and shall not constitute final acceptance or be construed as a waiver of the foregoing right of inspection and approval or rejection after receipt of the materials or articles by WM. WRIGHT CO.
- SPECIFICATIONS. The Seller expressly warrants that all materials, articles or work covered by this order will conform to stated specifications, will be suitable for the intended use and will be free from defects. The Seller agrees all materials or articles or work or any part thereof found defective will be replaced, without charge, if requested by WM. WRIGHT CO.. WM. WRIGHT CO. patterns, specifications, drawings, tools and dies are to be delivered to us on demand; are to be maintained in first class operating condition by you at your expense as long as you have productive orders; are to be marked in the manner required by us; and are to be disposed of only on written instructions and cannot be used for any purpose other than supplying WM. WRIGHT CO. requirements without WM. WRIGHT CO.'S consent and shall remain WM. WRIGHT CO.'S property.
- ASSIGNMENT. This order may not be assigned without WM. WRIGHT CO.'S written consent and no modification of it may be made except with written consent of both parties
- INSURANCE. Until delivery to WM. WRIGHT CO., the Seller shall assume the risk for WM. WRIGHT CO. equity in the materials to be supplied under the terms of this Purchase Order. The usual forms of insurance shall be maintained in an amount at least equal to their value and in no event less, at any time, than the aggregate of all the amounts paid the Seller on account thereof. Such insurance policies shall provide that all claims for losses be paid to WM. WRIGHT CO. or the Seller, as interest may appear, and shall be delivered to WM. WRIGHT CO. upon request. If this order deals with constructive repairs or maintenance of any billing equipment or machinery located on the premises of WM. WRIGHT CO., the Seller shall (i) maintain and carry Public Liability. Workmen's Compensation and Employer's Liability insurance covering all employees engaged in the performance of the work and all other persons who are on the property of WM. WRIGHT CO. at the invitation of the Seller, (ii) save WM. WRIGHT CO. harmless from injury to person or property in connection with the work and premises upon which the work is done and (iii) indemnify WM. WRIGHT CO. against loss arising from workmanship or materials furnished by the Seller.
- TAXES. Unless expressly prohibited by law any applicable federal, state, municipal or other sales, use or transportation tax and any other present or future tax that may apply, will be paid by the Seller.
- LAWS & REGULATIONS. Seller agrees to comply with all applicable Federal, State and local laws and ordinances.
- TITLE. The Seller warrants that at the time of delivery to WM. WRIGHT CO. of the articles called for by this order and/or at the time payment is made by WM. WRIGHT CO. on account of such articles or on account of any materials, equipment, supplies, or other property to be incorporated in the articles, there shall be no liens or rights in rem or any kind lying or attached upon or against any such articles and materials, and as a condition precedent to any payment. The Seller shall, upon WM. WRIGHT CO.'S request, furnish such affidavits and other documents and agreements with respect to liens and rights to rem as WM. WRIGHT CO. may require.
- PATENTS UNLESS OTHERWISE AGREED TO IN WRITING, THE SELLER SHALL DEFEND AT HIS EXPENSE AND PAY COSTS AND DAMAGES AWARDED IN ANY SUIT BROUGHT AGAINST WM. WRIGHT CO. OR ITS CUSTOMERS BASED ON THE USE OR SALE OF A FURNISHED ARTICLE CONSTITUTING ACTUAL OR ALLEGED INFRINGEMENT OF A UNITED STATES PATENT.
- INDEMNIFICATION. The Seller agrees to indemnify and hold WM. WRIGHT CO. free and harmless from any and all claims for damages caused to persons or property as a result of defects in the items covered by this order.
- INVOICE. A separate invoice bearing our order number, must be mailed the same day shipment is made for each shipment on this order. Invoices to be mailed the same day shipment is made for each shipment on this order. Invoices to be mailed to the attention of "Purchasing Dept." WM. WRIGHT CO., SOUTH STREET, WEST WARREN, MA 01092. A B/L or express receipt must be attached to each invoice.
When articles or material invoiced by the Seller are shipped by another concern, the invoice shall bear the name of the shipper and the point from which shipment originated. Local and warehouse shipments of steel and bar stock should be marked or tagged in same manner to permit prompt identification upon receipt.
- PAYMENT. Payment of net and discount invoices will be calculated from the date acceptable invoices are received at WM. WRIGHT CO.'S offices or from date of receipt of acceptable material at WM. WRIGHT CO., whichever is later. A 25th of the month cut off date will be used relative to our E.O.M. terms.
- SHIPPING. Unless otherwise instructed, the Seller shall prepay all transportation and related shipping charges and shall itemize such charges on the invoice. In the absence of specific routing instructions, shipments are to be made "Best Way."
- STATIONERY OR PRINTED FORMS, If this order covers Stationery or Printed Forms a sample must be placed on the outside of each package or group of packages, boxes or cartons and a label must also be placed on the outside end of each package showing our purchase order number, date ordered, quantity and form number.
- PRIOR AGREEMENTS. This purchase order and any documents referred to herein supersede all prior understandings, transactions and communications, or writings with respect to the matters referred to herein.
- FAIR LABOR ACT. Seller, warrants that the articles ordered will be produced in compliance with the Fair Labor Standard Act of 1938, as amended. All invoices must carry the following certificate in order to be passed for payment: "Seller represents that, with respect to the production of the articles and/or the performance of the service covered by this invoice, it has fully complied with all applicable provisions of the Fair Labor Standards Act of 1938.
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