REVERE INDUSTRIES, LLC PURCHASE ORDER GENERAL TERMS and CONDITIONS
1. OFFER AND ACCEPTANCE. This Purchase Order constitutes an offer by Revere Industries,LLC (the “Buyer”) to purchase from the addressee (the “Seller”) the goods or services identified on the Purchase Order on the terms and conditions set forth below. This is not a firm offer, and Buyer may revoke it at any time prior to acceptance by Seller. Seller’s acknowledgment of the Purchase Order, shipment of any goods, or commencement of work pursuant to the Purchase Order shall be deemed an acceptance of this Purchase Order and all its terms and conditions.
2. PURCHASE PRICE AND PAYMENT. The purchase price of the goods or services is as set forth on the Purchase Order or if no purchase price is there stated, the purchase price shall not be higher than the lowest of the price last (a) quoted; (b) charged to Buyer; or (c) marked price. In any case, the purchase price is a firm price and is not subject to increases in the prices of Seller’s manufacturers or suppliers, or due to any other act or event. Seller warrants that the prices for the goods sold to Buyer hereunder are not less favorable than those currently extended to any other customer for the same or like goods in equal or smaller quantities. In the event Seller reduces its price for such goods during the term hereof, Seller shall reduce the prices hereof accordingly. Unless otherwise specified on the Purchase Order, Buyer shall pay for the goods 60 days after receipt of invoice.
3. ATTACHMENTS. Documents designated by Buyer in the body of the Purchase Order, including supplemental terms and conditions, if any, are incorporated by reference the same as if set out in full therein.
4. CHANGES. The Buyer reserves the right at any time to issue a written change order or amendment to the Purchase Order concerning any of the following: (a) specifications, drawings, and data incorporated in the Purchase Order where the items to be furnished are to be specially manufactured for the Buyer; (b) quantity; (c) methods of shipment or packaging, (d) place of delivery, (e) time of delivery; or (f) any other matters affecting this Purchase Order.
5. TERMINATION. Buyer may terminate the Purchase Order for its convenience, in whole or in part, at any time prior to shipment by (written or electronic) notice to Seller. Upon receipt of such termination notice, Seller shall promptly comply with the directions contained in such notice and shall, as required, (a) take action necessary to terminate the work as provided in the notice, minimizing costs and liabilities for the terminated work, and (b) continue the performance of any part of the work not terminated by Buyer.
Buyer will make no payments for finished goods, services, work-in-process or raw materials fabricated or procured by Seller in amounts in excess of those authorized in firm delivery releases. Seller commitments to future expenditures based on Buyer’s blanket orders or forecasts will not be paid by the Buyer. Additionally, the Buyer shall not be liable for loss of anticipated profit, unabsorbed overhead, product development and engineering costs, facilities and equipment costs or rental, unamortized depreciation costs or general and administrative burden charges from termination of this agreement.
6. ASSIGNMENT. Seller may not assign, transfer, or subcontract this Purchase Order or any right or obligation hereunder without Buyer’s written consent.
7. EXCUSABLE DELAY. Fires, floods, strikes, accidents, shortages, or other causes beyond the reasonable control of the parties, which prevent Seller from delivering, or Buyer from receiving, any of the goods and services covered by this Purchase Order, shall suspend deliveries until the cause is removed, subject, however, to Buyer’s right of termination for convenience under Paragraph 5.
8. PACKAGING, PACKING LIST, AND BILL OF LADING. Seller shall be responsible for proper packaging, loading, and tie-down to prevent damage during transportation. Buyer’s weight and/or count will be accepted as final and conclusive on all shipments not accompanied by a packing list.
9. INSPECTION. All goods and services furnished hereunder will be subject to inspection and test by Buyer at all times and places and will be subject to Buyer’s final inspection and approval within a reasonable time after delivery. Buyer may reject goods and services not in accordance with Buyer’s instructions, specifications, drawings, data, or Seller’s warranty (expressed or implied), or for untimely delivery. Payment for any goods or services shall not be deemed acceptance.
10. WARRANTIES. By accepting this Purchase Order, Seller warrants that the goods and services furnished will be free from defects in materials and workmanship, merchantable and in full conformity with Buyer’s specifications, drawings, and data, and Seller’s descriptions, promises, or samples, and that such goods will be fit for the Buyer’s intended use, provided Seller has reason to know of such use, and that Seller will convey good title to the goods, free and clear from all liens, claims, and encumbrances.
Seller warrants that goods or services covered by this Purchase Order shall not infringe any patent, design, copyright or trademark, of any third party, either directly or contributorily. Seller agrees to indemnify Buyer and hold Buyer harmless from and against all liability, loss, damage and expense, including reasonable counsel fees and costs of litigation, resulting from any claim of infringement and any litigation relating thereto. Such obligations shall survive acceptance of the goods or services and payment therefore by Buyer.
11. COMPLIANCE WITH LAWS. Seller agrees, in connection with the production of the goods specified herein and services performed hereunder, to comply with all applicable local, state and federal laws and regulations, rulings and executive orders issued pursuant thereto, and agrees to indemnify Buyer against any loss, cost liability, or damage by reason of Seller’s violation of this paragraph. Without limiting the generality of the foregoing, Seller agrees to comply with the applicable provisions of the following laws and any regulations, rulings or executive orders issued thereunder, or any amendments thereof, successors thereto, or other similar laws or regulations, any and all of which provisions are incorporated herein by reference. (a) The Wage Hour Act (40 U.S.C. § 324-326); (b) The Fair Labor Standards Act (29 U.S.C. § 201-219); (c) The Federal Occupational Safety and Health Act (Pub. L. 91-596); (d) Non-discrimination in Employment (Executive Order 11246, as amended by Executive Order 11375, and the rules, regulations, and relevant orders of the Secretary of Labor); (e) The Vietnam Era Veterans Readjustment Act of 1974 (Pub. L. 93-508 as it amends 38 U.S.C. § 2012); (f) The Rehabilitation Act of 1973, as amended (Pub. L. 93-112); and (g) the Walsh-Healy Public Contracts Act, as amended (41 U.S.C. § 35-45).
12. TITLE; RISK OF LOSS. Title shall pass to Buyer upon Buyer’s receipt of goods at destination. Risk of loss of all goods shall remain in Seller until receipt by Buyer at destination, unless otherwise specified in this Purchase Order, except for loss occasioned by gross negligence or willful neglect of Buyer or its customer.
13. INSURANCE. Seller shall maintain such public liability, property damage and workers’ compensation insurance as may be necessary to indemnify Buyer and hold it harmless in accordance with the requirements of this Purchase Order.
14. CONFIDENTIALITY; LIMITED USE. Unless otherwise agreed by Buyer in writing, Seller shall keep confidential and not disclose to any third party, any confidential and/or proprietary materials provided by Buyer to Seller in connection with Seller’s performance of this Purchase Order or prepared by Seller specifically for Buyer pursuant to this Purchase Order, including but not limited to any drawings, masters, software, specifications, raw materials, components, data, business information or plans, customer lists or other customer information (“Confidential Information”). At the completion of this Purchase Order, or upon Buyer’s request, Seller shall promptly return to Buyer all Confidential Information not consumed in the performance of this Purchase Order, together with any copies in Seller’s possession. Seller shall use Confidential Information solely for Sellers performance of this Purchase Order for Buyer, and Seller shall not, without Buyer’s written consent, directly or indirectly use Confidential Information or information derived therefrom in performing services or providing goods for any other customer of Seller, or any other person or entity.
15. RESOLUTION OF CONFLICTS OR INCONSISTENCIES OCCURRING IN THE ORDER. It is Seller’s responsibility to comply with this Purchase Order and all referenced documents, and to clarify with Buyer any inconsistencies or conflicts in any parts of the Purchase order or referenced documents.
16. BUYER’S TERMS AND CONDITIONS APPLY. No modification of or release from this Purchase Order shall be binding unless agreed to in writing by the parties and specifically labeled as a modification or release. Unless specifically agreed to otherwise by Buyer and Seller, these terms and conditions supersede any submitted by Seller in any proposal or acknowledgment.
17. EXTRA CHARGES. No charges for extras or for cartage or boxing or storage will be allowed unless the same has been agreed upon in writing by Buyer.
18. SUBSTITUTIONS. No substitution of materials or accessories may be made without written permission from Buyer.
19. WORK PERFORMED ON BUYER’S OR BUYER’S CUSTOMER’S PREMISES. If any of the work required by this Purchase Order is to be performed on Buyer’s premises or on the premises of Buyer’s job site, Seller agrees that all persons performing such services for Seller shall be deemed Seller’s employees or independent contractors and not agents of Buyer, and Seller shall be solely responsible for such work and shall indemnify Buyer and hold it harmless against any and all claims, loss and liability arising therefrom or in connection therewith.
20. INDEMNIFICATION. Seller agrees to indemnify, defend, and hold Buyer harmless from and against all losses, damages, liability, actions, judgments, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and other expenses of litigation), suffered, incurred, or asserted by or against Buyer (a) by reason of Seller’s breach of a warranty, (b) by reason of Seller’s breach of any term of this Purchase Order, or (c) by reason of personal injury, including death, or property damage sustained by a third party, resulting from or arising out of an act or omission of Seller, or Seller’s agents, employees, or contractors in fulfillment of this Purchase Order.
21. REMEDIES. In the event this Purchase Order is not complied with in any respect, Buyer may exercise any one or more of the following remedies: (a) cancel this Purchase Order; (b) require replacement of the goods; (c) recover all loss, damage and expense (including consequential damages) resulting from such failure by set-off or otherwise; (d) return excess of early deliveries to Seller at Seller’s expense; (e) require delivery by any means and (f) exercise any other available remedy. Seller shall pay or otherwise be liable for any transportation, labor and/or other expense incurred in connection with the foregoing, including Buyer’s attorneys’ fees, costs and other changes incurred in connection with Buyer’s exercise of Buyer’s remedies.
22. CUMULATIVE REMEDIES; WAIVERS; SURVIVAL OF WARRANTIES. The remedies herein reserved to Buyer shall be cumulative, and additional to any other or further remedies provided in law or equity. No waiver by Buyer of any term or condition of this Purchase Order shall be construed as a permanent waiver of such term or condition or of any other term or condition. Seller’s warranties shall survive the completion or cancellation of this Purchase Order.
23. GOVERNING LAW. A Purchase Order shall be governed by the law of Buyer’s principal place of business such Purchase Order was issued without regard to conflict of laws provisions thereof, and litigation on contractual causes arising from a Purchase Order shall be brought only in that jurisdiction.
24. TAXES. Unless prohibited by law, the Seller shall pay all federal, state or local tax, transportation tax, or other tax which is required to be imposed upon the items ordered hereunder, or by reason of their sale or delivery; the Order price shall be deemed to include such taxes.
25. “GOODS” AND “SERVICES”. The term “goods” as used herein means any and all materials, parts, products, machines, tooling, test equipment, technical data, computer software, computer software documentation, and other tangible items or documentary information furnished or required to be furnished by Seller under this order. The term “services” means any and all technical assistance, support, maintenance, consultation, construction work, and other effort furnished or required to be furnished by Seller under this order other than labor furnished in connection with the production of goods.
26. ENTIRE AGREEMENT. Unless superseded by a specific signed agreement between Buyer and Seller, this agreement shall include the Purchase Order, these General Terms and Conditions, and all attachments referred to in the Purchase Order or in the General Terms and Conditions, and it shall constitute the entire agreement of the parties with regard to the subject matter contained herein. All other prior or contemporaneous representations, warranties, covenants, or agreements between Seller and Buyer, or their representatives, with respect to the subject matter are hereby superseded. The term “Purchase Order” as used herein means the first and continuation pages of Revere’s completed Purchase Order form, including any special provisions contained therein. This agreement may not be modified except by mutual written agreement of the parties.
Please Note: Revere Plastics Systems encourages our suppliers to work towards either ISO 9001:2015 certification for non-automotive related suppliers or TS 16949:2016 certification for automotive related suppliers.