• Acceptance – The terms and conditions hereof become the exclusive and binding agreement between the parties covering the purchase of the goods or services ordered herein when this order is accepted by terms and conditions. Additional or different terms proposed by Seller will not be applicable unless accepted in writing and signed by the Buyer.

  • Delivery – Time is of the essence. Failure to deliver as scheduled constitutes default. Buyer will pay only for maximum quantities ordered. Over shipments will be held at the Seller’s risk and expense for a reasonable time waiting shipping instructions.

  • Quality – All goods purchased hereunder shall be subject to inspection and test by Buyer to the extent practical at all times and places including prior to manufacture and in any event prior to final acceptance. If inspection or test is made by Buyer on Seller’s premises, Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of Buyer’s inspectors. No preliminary inspections or test shall constitute acceptance. Records of all inspection work shall be kept complete and available to Buyer during the performance of this order and further as the Buyer may determine. In case any goods are defective in material or workmanship, or otherwise not in conformity with the requirements of this order, Buyer shall have the right either to reject, require correction, or accept such goods with an adjustment in price. Any goods which have been rejected or require to be corrected shall be replaced or corrected by and at the expense of the Seller promptly after notice.

  • Non-Disclosure of confidential matter/Buyer’s property – All specifications, drawings, samples, data, technical information, tools, equipment and other materials furnished or paid for by Buyer, or amortized in the unit price of items purchased by the Buyer shall be kept confidential and not be disclosed to third parties, remain or become Buyer’s property, be used by Seller exclusively for Buyer’s orders, be clearly marked as Buyer’s property and segregated when not in use, be kept in goods condition at Seller’s expense and be returned to Buyer promptly upon request. Seller shall insure Buyer’s property and be liable for loss or damage while in Seller’s possession or control, ordinary wear and tear excepted. Goods purchased hereunder with the Buyer’s specification or drawing shall not be quoted for sale to others without Buyer’s written authorization.

  • Patents, royalties and encumbrances – All goods must be free from liability of royalties, patent rights, and mechanics liens or other encumbrances, and Seller agrees to defend and indemnify the Buyer against all claims, demands, costs, and actions for actual or alleged infringements of patent, copyright or trade secret rights in the use, sale or re-sale of said goods. Except to the extent such infringement was unavoidably caused by Seller’s compliance with a detailed design furnished and required by Buyer.

  • Patents License – Seller, as part consideration for this purchase order and without further cost to Buyer, hereby grants to Buyer an irrevocable, non-exclusive, paid up right and license to make, have made, use, and sell any inventions made by or for Seller in the performance of this purchase order. In addition, Buyer shall be entitled to license Buyers customers to use such inventions during the operations of Buyers product.

  • Tools and Documents – Unless otherwise agreed in writing, special dies, tools, patterns and drawings used in the manufacture of goods herein ordered shall be furnished by and at the expense of the seller.

  • Indemnity by Seller – Seller shall defend, indemnify and hold harmless Buyer from and against any and all claims suites, losses, and liabilities and the associated costs and expense (including attorney’s fees), caused in whole or in part by seller’s breach of any term or provision of this Agreement, or any negligent, grossly negligent or intentional acts, errors or omissions by Seller, its employees, officers, agents or representatives in the performance of this agreement.

  • Limitation of liability – In no event shall Buyer be liable for any special, indirect, incidental, consequential, or contingent damages, whether or not Buyer has been advised of the possibility of such damages.

  • Subcontracting – Seller shall not subcontract for completed or substantially completed goods or services supplied to the Buyer without prior written approval of buyer.

  • Applicable Law- This purchase order shall be governed by, subject to, and construed in accordance with the laws of the State of Texas excluding conflict of law rules.

  • Specialty Machine is committed to operating in a socially responsible way. In that regard, it is our policy to refrain from purchasing products from any known conflict mineral sources, as that term is defined in the Dodd-Frank Act. We expect our suppliers to adhere to this standard as well.