Document KRa3DO6ky18gaNbxbnpna37yo

-- - *- V- -- '_ ' i ji . ***- * /V.ip ,51 p: /i : ;v-';.. STANDARD COMMERCIAL PURCHASE ORDER TERMS AND CONDITIONS O. I.. Packing and Shipment: Deliveries shall be :mode as specified \ Without charge for boxing, crating, carting or.storage unless otherwise ' specified,^and o/ficles.sholl.be.suitably-pocked to secure lowest-froosporta~--- tion. costs and ;ir> accordance with the requirements Of common carriers. Materials Shall foe described on -Gtills ofo.Lading in accordance with current -National'Motor Freight-or LlniformuFrcight_ Classifications, whichever is appl'cobj.c.^Buyer'sofder.numbers and'symbols must.!bb plainly morked onall invoices, packages, bills of lodrng and ^shipping orders. Pocking list shofl accompany.. eoch;-box. ..or packqge.-yshipg-ienL shewing Buyer's order-., number-dhd Svrf>i/t:1,~'ifefm'''ihumber- and'.aestnpMon of; materials. Buyer's count or weight shall fob final and,'conclusive'on shipments not occom-..... ponied by oockmq lists. SHIPPING RECEIPTS OR RILLS OF LADING SHALL BE* SENT TO jlU YCR'5t TRAFFIC _ DEPARTf^ENT^ C_N PATE .MATERIAL IS __ 'SHlPPEC.^^rtTcles sHairX'e 'packcc?to assure against damage from weather or transportation. I. Warronty: Seller worrants that all articles furnished hereunder . wit; he -.mtTchanfnble, and will be' free from, defect in .material and wo/k-___ "mdriship, and will conform lo bppiicohle specifications, drawings or descrip- ^ tions furmshed by Buyer. . If Seller is responsible for design of the orticles- S' according to performance specifications established by. Buyer, Seller, wor- ; rants thgt the articles wilt be tit and sufficient for the purposes intended by Buyer. Buyer's approval of designs furnished by Seller shall not relieve Seiier of i.ts objigqtions under this-worranty. -The jwarranties:of Seller, to-- c gather with its service guarantees, shall, run to Buyer and/or. its customers.-. . " ' 3. Inspection.: "' . .. _........ ... .... ...___ Y., ..... tol All supplies t which term throughout this-clause includes with- ' out limitation.^raw mGtenals, components^.mterrrjcdiate PsscmbJ.ics^,.qryJ.,.^,. "end producHr"shoir*Be''subject to inspection^ and test by Buyer, to the .y extent practicable at al[ times and places including the period of mart-' ~ 'ufGctufe; and in any "event'prior to acceptance.. ... . . ... . ' .. __b) In casc any supplies or lots of supplies aredeteetiveir. mater|a| -. or workmanship or'otherwise not" in conformity with the requirement of. X this Purchase Order, the Buyer shall have the right either to reject them ; - (with or -without 'tnstrtfttrons* as to' "their disposition^'of" tenrequire*'their1' correction, Supplies or lots of ;Supplies which have been rejected or.re-; ,, quired to be corrected shall _be; -removed or, if permitted or required by `1' Buyer, corrected in place by~and at the expense of Seller promptly after notice, and sholl nat 'ihcrcof ter bc 'TCndered for acceptance. Unless the' ., former rejection of requirement of. correction is disclosed... If the Seller .i foils promptly, to remove yjch suppfics 'or lots of supplies which are re- .' quired to be removed, or promptly to replace-pr correct such supplies or > -lots of supplies; Buyer cither *ih-may ;foy contract or otherwise replace or " correct such supplies ond chorgc'to Seller the cost. occasioned the Buyer thereby; or-fii> -may terminate this Purchase Order for-default as "provided' in the clause of this Purchase Order, entitled "Default.'' Unless Seller corrects or replaces such supplies within the delivery schedule. Buyer moy -- require the delivery of such supplies at a reduction jn price which is -equitable-under-'the circumstances- :----- -- --- ----..... --.--r:*Y- - <c If any inspection or test is made by Buyer on`the .premises of J Seller, or a subcontractor,1 Seller without additional chorge shall provide all reasonable facilities and assistance for the safety and convenience of> : Buyer.jn the performance, of-its duties. 4f Buyer inspection or test is made -- ot a point other than the premises of Seller or o subcontractor^ it shall be at the...expense .of 6uyer except as. otherwise provided -in this Purchase -- Order; provided, that in case ot rejection Buyer sholl not be liable far any .reduction Jn. vaiuc .of . scmplos used in connection-with such-inspection or--- test. All inspections and tests by Buyer sholl be performed in such a manner as. not... to. .unduly delay_ the...work,... Buyer., reserves the right to___ charge to Seller any additional cost of Buyer inspection and test when supplies are not ready pt_ the. time such Jnspection.and. test.Js.requested -hy.___ Seller or when reinspeefion or retest is necessitated , by . prior rejection. Inspection ond acceptance cr rejection of the supplics-.sholl,..be. mpde os promptly as 'pr'aclicdble after delivery to" Buyer's plant or to such other place of final delivery os may be specified herein,. irrespective ..of. prior'._ payment. provided for in this Purchase Order; but failure to inspect and _. accept or reject supplies shall neither relieve Seller from responsibility for ' suen supplies as are not in accordance with the Purchase Order require- meats nor impose liability on Buyer theiefor. ` ............................................. .........(dT Seller'shall provide'and maintairi on`inspecKon systerri acceptable to Buyer covering the supplies hereunder. Records of' all inspection work by Seller, shall be kept complete and available to Buyer during the .per-, forniahceof this Purchase Order and for such longer period as moy bf specified elsewhere in this Purchase Order. ; r ;: ' 4, Responsibility for Supplies: Except os'..otherwise provided in.this....... Purchase Order, Seller shall bear the risk of loss of, or damage to, the supplies coyered by this Purchase Order until delivered, to Buyer's Plant or to such "other place os may be designated on the face of this Purchase Order, regardless of the point of inspection. Seller shall also bear the risk___ of loss of, or damage to rejected supplies after receipt of Buyer's notice of rejection, provided, however, that Buyer shall bear such risk os to loss or damage caused by the "willful or negligent acts of its officers, agents or employees acting within the scope of their employment. " *>- Delivery: Delivery sholl be strictly; rn occordonce with the de livery schedule of this order. If Seller's deliveries foil to meet, such schedule with the resull that Buyer elects to call upon Seller for expedited shipments. Seller will allow the difference between freight and. express _ , rotes.'Parts fabricated beyond Buyer's release's are at Sellers risk! INVOICES ' COVERING ARTICLES SHIPPED IN ADVANCE OF THE SCHEDULE WILL NOT BE PAID UNTIL THEIR NORMAL MATURITY AFTER THE DATE SPECIFIED FOR DELIVERY. 6.-., Invoicing: Invoices sholl be mailed in triplicate, only one 111...of. which shall be identified as "Original." immediately of ter each .shipment to;"'- .J MAXWELL LABORATORIES, INC. 9244 BALBOA AVENUE ........................ !_ SAN DIEGO. CALIFORNIA 92123 .... _. ' 7y.\Y : Each invoice shall contain the following edification:" ' ................. "We hereby certify that these goods were produced, in compliance "with ofI applicable requirements of Sections 6, 7, ond 12 of the Fair Lobor Standards Act of 1938. os amended,.and all regulations and orders of thee: Administrator of the Wage, and Hour Division issued under Section- 14 -thereof." ' ...... . V ... Delays in receiving invoice; errors or omissions on invoice; or lock`otJ : i supporting documentation required by the.4erms. of this order, .wilt be . cause for withholding, settlement w.ilhout losing discount privilege. . 7. Special Tools: Dies, tools ond patterns specially developed for Gnd used in the manufacture of the orticles herein ordered sholl be furnished by ond ot the expense'of Seller, ond shall be kept in good con dition and. when necessary, sholl be replaced by Seller without..expense^ io Buyer. Y = -: . i - y i r- "* Buyer may ot ony time become the 'owner ond entitled to possession of any or all such special tooling acquired or manufactured specially for use m the performance of this order if any portion of the cost of such special tooling - is included in the price of articles; material -and work-- covered by this order, upon Seller being reimbursed the unpaid omount of Seller's cost of such special-tooling. ------- tf the price'$tatcd~oTT"the foCc hereof includes `scporatcty "the cost~ot'"~ I"' Z A boy jiuch dies, tools ond/or patterns acquired by Seller for the purpose of filling this order, sucli dies, tools and/or potterrvs-r^holl: become the "prop-----orty of- Buyer, ond Seller shall, to the extent foasiDle, identity said prop erty as Buyer directs. When ihis order has been competed, such dies, tools and/or potferns shall be disposed of qs Buyer may direct. . * 8. Buyer Furnished Property: Seller bsS'umcs complete liabilily for ony ' tooling, articles'Or material furnished by 8uyer to-Seller in'connection with this ' Purchase Order and Seller agrees to pay Buyer tor all such tooling, articles or. material spoiled-by it or not otherwise accounted for to Buyer's satisfaction. - The furnishing to Seller, of ariy fooling, or tides, or material in connection with this Purcnose Order sholl not, unless other wise expressly provided, be construed ip vest title thereto in Seller. --9r'^1nronce:'` `Seller 'ag'redsr'`TT''dhd'' wherr'-#f.:qcrcslcd'T>'y BuyeTY'To" procure a policy or :policies of insurance in form sotisfoctcry to the Buyer^.jnsu.ring..a|l .property on Seiler's premises owned by Buyer against loss or darhage resutfing from fire I including extehded coverage I, malicious ' -mischief ond Vandalism. Satisfactory evidence of such insurance shall be ~ - submitted tq. Buyer within a reasonable jxjriod of time-after .request by " Buyer.J I" J ' /' / ' 10.' Changes: Buyer 'may of'ony "time, by a written order.' and' without notice to the sureties/moke changes within the general scope af . this Purchase Order, in ony one or more of the fofiQwing: (i) Drawings, ^ design's, or'specifications, where the. supplies to be furnished ore to be '' specially manufactured for .Buyer in accordance' therewith; l iiI method of //shipment or..packing; MiiiJ place of .delivery; and <iv) the period of per^ . formance of work, and Seller shall iomply therewith. II ony such change - -causes-an'increqse or <fecrease"rn-the `Cost-qf/'dr-the time required for1 ?the performance fof any .part . of . the work;-under -this: Purchose Order, -whether-changed or not-changed-by any such-order, on equitable adjust ment shall be made in the Purchase Order price or-delivery schedule. or-' ;-_-*jbolh. ,ond -the Purchase Order: shall be modified -m writing-accordingly.-- Any claim by Seller for adjustment underYthiY clause must be dsserted - -w'A-jthin .thirty. (30) days 4rom 4he-date~^5f -receipt .by.-Seiler of the-notifica--^ tion of change; provided, however, that Buyer, if it decides that the facts = . justify such action, may receive and oct upan erny. such claim, qssqrled ot any time prior to final payment under this Purchase'Ofder. Where the cost ^uof property, made obsolete-or. excess, as, result of a change - is included .in : Seller's -claim for adjustment. Buyer shall have the'right to prescribe the .. manner of: disposition of such property. Foiiure. to agree on any claim for- cquitoble adjustment under this douse .shall be a dispute ond the Seller moy thereupon pursue any remedy, which jl .may. have, in any court of competent jurisdiction. Pending the resolution of any such dispute the ..Seller shall diligently, pursue the performance of the Purchase Order as. chonged. Except as expressly provided for elsewhere in this Purchase . Order, the porties agree that, there shall, be^n.o. adjustment jn the price, or__ time for performance hereunder unless an authorized representative of Buyer's Purchasing Department shall have directed a change hereto by the " issuance of a written change order to this Purchase Order. ... ....... J1. Advertising: Seller shall/not,.without first obtaining the written., , consent of Buyer, in any manner advertise or publish ihe fact that Seller Y. hgs supplied or.codtracted.to supply, to. Buyer .the orticles herein mentioned.- ' . 12. Patent indemnity; Seller ogrees to indemnify Buyer, its cus- ^tdmers,-ond agents against ony liability, including-costs and expenses, for i or by reason of-any actual" or alleged infringement of ony paten: orising out -of the ^manufacture,- user sale.-delivery, or -dispose! of supplies -or orticles furnished under this Purchase Order, except where such supplies . or .articles, would be normally non-infringing but are rendered infringing- by reason'of Seller's compliance with Buyer's derail design and stated ... requirement- for specific, structure; ..Buyer .shall -notify--Seller,. .as_soon ..as... practicable, of any claim of infringement received by it. -.13. ...Rights nd Reservations: - AU drawings,- designs, information,-- tools, patterns, equipment and other; items supplied by Buyer,, ond pro/ prictary rights embodied therein, are reserved, and the some shcill not-t>e used, .or reproduced for any purpose whatsoever except the. performance, of work" under this Purchase Order. Where payment is made for experi- : mental; developmental or research work performed hereunder. Seller sholl . disclose, and * does, .hereby assign,-to Buyer ah. inventions resulting-there- from and does , grant Buyer the right to. use for, any purpose all data- specified to be delivered under this Purchase-Order. . . . ....... ........ 14. Default and Excusable Delays: Buyer reserves the right to can cel all or any part >of the undelivered portion of this .Purchose Order in - the event Seller fails lo perform any of the provisions of this Purchase - Order, or so foils to make progress os to endanger performance of this Purchase Order in accordance with its terms; or if-deliveries are not-made within specified times. Buyer shall-also hove the eight lo concel this -orderor any part thereof if Seller becomes insolvent, or o bankruptcy petition .is filed which.is not vacated within thirty (30) .days from the doto.-of.filing. ; The failure of Buyer to insist upon strict performance of any of the _ terms.of this Purchase Order, or to excercise any rights herein conferred, shall not be construed as a waiver of Buyer's rigM to assert or rely on . any. such terms or.rights.on any...fufure occasion.____ ______ ______ ________ _ 15. Assignment: Seller may not ossign this Purchase Order, or any portion thereof, except that Seller may, upon the prior written consent of Buyer, assign claims for monies due or to become due hereunder, pro..vidod in such event, Seller shall supply Buyer promptly with two i21 copies of any such assignment, and provided further that payment to an assignee of any claim hereunder shall be subject to setoff or recoupment for any present or future claim or claims which Buyer may hove against Seller. . . 16. Subcontracting: Seller agrees to obtain Buyer's approval before subcontracting this order or any substantial -portion' thereof; -provided, however, thot this limitation shall not apply to the purchase of stondard commercial supplies or row material. 17. Security Regulations: Seiler agrees thot prior. military security clearance will be obtained by any of its personnel ; requiring access to Buyer's plant premises for the purpose of performing the work covered by this Purchase Order. ` 18. Termination: The Termination clduse set forth in Section 8-706 of Armed Services Procurement Regulation, as in effect on the date of this order, is hereby incorporated herein by reference, except the term ; 'the Government' ond the immediately preceding word such as 'and,'-'of,' or 'by,' wherever appearing in said douse, ore deleted. The provisions of this clause shall not limit nor affect the rights cr remedies of Buyer stated jn other clauses of this order or provided by law in the event of default or breach by Seller. The parties further agree (hat Section 8 of ASPR is hereby incorporated, to the extent applicable, for the purpose of determining items of allowable cost. - - 19. Government Property; In Ihe event of any tooling, orticles or materials of any type designated os Government property or as Govern ment owned, is furnished to or acquired hereunder by Seller or in connec tion. herewith, Seller assumes complete liability therefor unless otherwise provided on the face of this Purchose Order and Seller sholl comply with Appendix B of ASPR which is incorporated herein by this reference. 20. Equal Opportunity: During Ihe performance of (his contract the subcontractor agrees to comply with Executive Order No. 10925, dated 6 March 1961, as amended by Executive Order No. 11114, dated 22 June 1963, regarding equal opportunity for alt --1---------- to race, creed, color or national origin. .. DSW 412637 STLC0PCB4102043