PURCHASE ORDER TERMS AND CONDITIONS
- All goods must be shipped at the most advantageous rates unless otherwise authorized in writing by the Buyer; any extra expense in effecting delivery of goods not so shipped will be charged to the Seller.
- An itemized list of contents must be placed in each package bearing each Order Number.
- Packing lists in DUPLICATE and itemized invoices each bearing the Order Number must be mailed on day of BILL OF LADING OR EXPRESS RECEIPT MUST BE ATTACHED TO YOUR INVOICE. Show our Order Number immediately following our name.
- Invoices subject to cash discount should be mailed on day they are If they are not, discount period will begin on day bills are received by Buyer’s Purchasing Department. Failure to attach Bill of Lading or Express Receipt to your invoice will delay payment and discount period will begin when the documents are received.
- No charge will be allowed by Buyer for cartage or packing unless agreed upon beforehand in writing
- All expenses incurred by Sellers failure to furnish necessary shipping documents shall be charged to Seller
- Buyer reserves the right to cancel this order or make changes in quantities, specifications and/or delivery schedules thereof, if material is not shipped as specified; or for causes due to any acts or demands of the United States Government, its departments or political subdivisions thereof, or to fires, strikes, or any causes beyond the Buyer’s control, or if material is not in accordance with specifications, or is defective in workmanship, material or quality.
- All materials and equipment which may be furnished by Seller pursuant to this order shall be guaranteed to be of the best quality of their respective kinds and to be free from faulty design, workmanship or All materials and equipment are subject to Buyer’s inspection and approval on arrival. If rejected, they will be held for disposal at Sellers risk.
- By accepting this order Seller agrees to indemnify and save harmless Chick Master Incubator Company, its officers, employees, agents, representatives or any of its customers buying or using the goods specified herein from any loss, damage or injury arising out of a claim or suit at law or equity for actual or alleged infringement of letters patent, by reason of the buying, selling or using the articles supplied under this order, and will assume the defense of any and all suits and will pay all costs and expenses incidental thereto.
- The patterns, dies, molds, jigs and fixtures FURNISHED SELLER BY BUYER, or specifically paid for by Buyer, shall be the property of Buyer and subject to removal by Buyer upon completion of the order, used only in filling Buyers orders and held by Seller at its risk.
- Seller agrees not to make any use of data, designs, drawings, specifications and other information furnished to it by Chick Master Incubator Company, except for the performance of this contract, and Seller further agrees not to disclose such data, designs, drawings, specifications and other information to others except for the performance of this contract under similar restrictions against use and disclosure. Upon completion, cancellation or termination of this contract, Seller shall return Buyer on demand all such data, designs, drawings, specifications and other information, including copies made by Seller
- This order is confidential between the Buyer and the Seller, and it is agreed by the Seller that none of the details connected herewith shall be published or disclosed to any third party without the Buyers written permission
- Seller shall comply with all applicable Federal, State and Local laws, statutes and ordinances included but in no way limited to rules, regulations and standards of PL 91-596, known as the Occupational Safety and Health Act of 1970 as set forth in the Code of Federal Regulations, FNR, Title 29, Part 1910 or Seller agrees to indemnify Buyer for any fines, penalties or other assessments imposed on Buyer by any governmental body resulting from the use by Buyer of the material, product or service provided by Seller.
- Interpretation of the terms of this Purchase Order shall be governed by the laws of Ohio.
- If Sellers work under the order involves operations by the Seller outside of Sellers premises, Seller shall take all necessary precautions to prevent the occurrence of damage to persons or property during the progress of such work and shall indemnify Buyer against all loss which may result in any way from any act of omission or commission on the part of Seller, its agents, employees or subcontractors, except to the extent that any such damage is due solely and directly to the negligence of the Buyer.
The Seller will further indemnify and save harmless Chick Master Incubator Company, its officers, employees, agents and representatives from and against any and all demands of every nature and kind arising out of injury to or death of any subcontractor, employee, agent, representative or invitee of the Seller or of any subcontractor of the Seller while in, on or near the premises of Chick Master Incubator Company, however such injury or death may be caused, whether caused or alleged to be caused by the negligence of the Buyer or its agents, the conditions of the premises or otherwise. The Buyer after such demand may withhold from any amounts at any time payable to the Seller under this Purchase Order such sum or sums and for such period or periods as the Buyer may deem necessary to protect Chick Master Incubator Company against possible loss or expense, including attorney’s fees, from or in connection with any such demand.
If Seller is furnishing any materials or products which become a part of any material or product of Buyer or others than Seller will further indemnify and save harmless Buyer, its employees, agents and representatives from and against any and all demands of every nature and kind arising out of injury to or death of or property damage to any third person if said injury, death and/or property damage is in any caused from any act or omission on the part of the Seller, its agents, employees, or subcontractors except to the extent that any loss or damage is due solely and directly to the negligence of the Buyer. This indemnification includes but is in no way limited to any defect in materials, products and services in either manufacture or design.
- Any waiver of or exceptions to the above enumerated conditions or of any special terms or provisions relating to this order, to be valid, must be specifically agreed to in writing by the Buyer.