1. Entire Agreement: This purchase order, and any documents referred to on the face hereof, constitute the entire agreement between the parties and is expressly conditioned upon Seller’s acceptance of all of the terms and conditions of purchase contained therein. Any additional or different terms or conditions which may appear in any communication from Seller are hereby expressly objected to and shall not be effective or binding unless specifically agreed to in writing despite Purchaser’s acceptance of goods or services.
  2. Changes: Purchaser shall have the right at any time to make changes in drawings, quantity, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this Agreement shall be modified in writing accordingly.
  3. Force Maieure: Purchaser may delay delivery and/or acceptance occasioned by causes beyond its control.
  4. Warranties: Seller warrants that all goods or services furnished hereunder shall be merchantable, and free from any defects in workmanship or material. Seller also warrants that the items furnished hereunder are suited for its intended use. Seller shall indemnify and save the Purchaser harmless from any breach of this warranty, and no limitations on Purchaser’s remedy in Seller’s documents shall operate to reduce this indemnification. Seller shall extend all warranties it receives from its suppliers to Purchaser, and Seller’s warranty shall extend to Purchaser’s customers. This warranty is in addition to all warranties implied in law.
  5. Termination:
    5.1. Termination for Convenience: Purchaser reserves the right to terminate this contract for its convenience. In such event Seller shall immediately stop all work and observe any instructions from Purchaser as to work in process. Seller shall be paid an equitable adjustment for work already performed.
    5.2. Termination for Cause: By written notice of default to Seller, or if Seller becomes insolvent or makes an assignment for the benefit of creditors, or if there shall be instituted by or against Seller any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt or insolvency law of any jurisdiction or for the appointment of a receiver or trustee in respect to any of Seller’s property and such proceeding is not dismissed or cured within 60 days, the Purchaser may cancel the whole or any part of this order or exercise any other remedy provided Purchasers of goods by law or in equity.
  6. Remedies: Not by way of limitation, the remedies of the parties include:
    6.1. If Purchaser cancels this order in whole or in part as provided in Section 5.2., Purchaser may procure upon such terms and in such manner as Purchaser may deem appropriate goods or services similar to those cancelled and Seller shall be liable to Purchaser for any excess costs for such similar supplies or services, including Purchaser’s costs incurred in making such procurements, provided that Seller shall continue the performance of this order to the extent not cancelled under the provisions of this order.
    6.2. The rights and remedies of Purchaser provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this order.
    6.3. The failure of the Purchaser to insist upon strict performance of any of the terms of this order or to exercise any rights hereunder shall not be construed as a waiver of Purchaser’s rights.
  7. Price:
    7.1. Price Warranty: Seller warrants that the prices for the articles sold Purchaser hereunder are not less favorable than those currently extended to any other customer for the same or similar articles in similar quantities.
    7.2. Unpriced Orders: If price is not stated on this order, it is agreed that the goods or services shall be billed at the price last quoted to or paid by a customer of Seller, the price last quoted to or paid by Purchaser, or the prevailing market price, whichever is lowest.
  8. Shipments: If in order to comply with Purchaser’s required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Purchaser and approved in advance.
  9. Risk of Loss: Regardless of FOB point, Seller agrees to bear all risk of loss, injury, or destruction of goods and materials ordered herein which occur prior to acceptance by Purchaser. No such loss, injury, or destruction shall release Seller from any obligations hereunder.
  10. Time is of essence in this contract.
  11. Quantity Tolerance: At Purchaser’s option, any excess quantities shipped may either be returned. at Seller’s expense or paid for at a price not to exceed 80% of the invoiced price.
  12. Quality Standards:
    12.1. Name Brand: If a special brand is specified in this order, the goods being purchased must meet the standard for quality, performance, and use of such brand. If Purchaser elects to accept goods purported to be equal to the special brand, the goods may be rejected if any specification is determined to be nonconforming.
    12.2. Custom-Made: Any parts or materials that are custom-made to Purchaser’s specifications are required to pass inspection criteria established by Purchaser’s Quality Assurance Department.
  13. Inspection and Quality Control: All items furnished under this order by Seller to Purchaser shall be subject to inspection and tests by Purchaser, or representatives of third party purchasing Purchaser’s product in which items will be used (“User’s Representative”) to the extent practicable inspection may be made at all times and places, including the period of manufacture and prior to acceptance.
  14. Rejection: All goods purchased hereunder are subject to Purchaser’s inspection and approval. Goods rejected by Purchaser for whatever reason shall be held, transported and/or stored at Seller’s sole expense. Seller shall promptly reimburse Purchaser for any such expenses, Purchaser reserves the right to charge Seller an administrative cost for any rejection.
  15. Assignment: Seller shall not assign or sub-contract this order without Purchaser’s prior written consent.
  16. Verbiage: The term “Seller” or “Contractor” or both of said terms, as may be appropriate, shall mean, the person, firm or corporation to whom the purchase order is addressed, whether the order be for manufactured goods, materials, supplies and work, or some or all of them.
  17. Special Tooling. Drawings. Artwork or Specifications:
    17.1. Seller is responsible for the protection, calibration, maintenance, and care (other than normal wear) of all tooling, artwork, and equipment owned by Purchaser. Said tooling or equipment shall be subject to surveillance inspection upon notice and shall be returned in an acceptable condition immediately upon demand or notice.
    17.2. Any drawings, artwork, or specification prepared by Seller are to become the property
    of Purchaser and shall be marked “Property of Precise Plastics, Inc.” and shall be stored separately when not in use. Such drawings, artwork or specifications will be sent to the Precise Plastics, Inc. Purchasing Department immediately when requested.
  18. Advertising: No advertising or publicity matter having or containing any reference to Purchaser shall be made by Seller without the prior written consent of Purchaser.
  19. Infringements: Seller warrants that Purchaser’s purchase, installation, and/or use of the goods covered hereby will not result in any claim of infringement or actual infringement of any patent trademark, copyright, franchise, or other intellectual property right. Seller shall indemnify and hold Purchaser harmless from and against all claims, losses, expenses, damages, causes of action and liabilities of every kind and nature, including without limitation reasonable attorneys’ fees, arising from or out of any breach of the foregoing warranty.
  20. Disclosure of Information: All data and information not already in the public domain, developed or disclosed during the life of this order, will be the property of the Purchaser and will be held in secrecy and confidence by the Seller. Seller will keep confidential all such data and information until it comes into the public domain or until Purchaser’s purchasing agent consents in writing to disclosure.
  21. Compliance with Laws: Seller shall comply with all applicable federal, state and local laws, rules, regulations and other legal requirements and shall indemnify and hold harmless Purchaser against all fines and penalties assessed and costs and expenses incurred which may arise out of or result from the Seller’s failure to do so. The laws of Pennsylvania shall govern this transaction, excepting its choice of law principles.
    21.1 Equal Employment Opportunity:
    The provisions of the Equal Employment Opportunity
    Clause of 202 of Executive Order 11246, as amended, Section 503 of the Rehabilitation Act of 1973, as amended and the Vietnam Era Veterans’ Readjustment Act of 1974, relative to equal employment opportunity and the implementing rules and regulations thereof are incorporated herein by specific reference.
  22. Legal Fees: In any suit or action brought to enforce any term, condition, or covenant herein, or to recover damages arising from any breach of this contract the losing party shall pay to the prevailing party reasonable attorneys’ fees and all other costs and expenses which may be incurred by the prevailing party in any such suit or action and in any reviews thereof and appeals therefrom.
  23. Service or Installation of Work: In the event this order requires the performance of work or Installation of goods by Seller upon any property or project of Purchaser, the following conditions shall also be applicable.
    23.1. Seller shall take precautions to protect all property and persons from damage or injury arising out of its work and shall comply with all fire, safety and other applicable regulations prescribed by any governmental agency and by Purchaser and/or owner of the project upon which work is being performed, and shall be responsible for the observance thereof by all sub-contractors, employees, agents and representatives of Seller and its sub-contractors. Seller shall also obtain at its own expense and provide Purchaser with proof of insurance coverage providing for 30-day notice of cancellation to Purchaser satisfactory to Purchaser for workmen’s compensation (at least, the statutory minimum), and property damage, public liability, professional liability, personal injury, employer’s liability and other applicable insurance (at a minimum level of $1 million).
    23.2. Seller shall keep the premises and work free and clear of all mechanics’ and materialmen’s liens or claims; Seller shall promptly pay for all labor and material and if Seller fails to do so Purchaser, without waiving any rights or remedies against Seller for or by reason of such failure may, but without any obligation to do so, pay the same and deduct the amount of such payments from sums due Seller hereunder; and Purchaser may withhold any payment to Seller until receiving such affidavits, waivers, and releases with respect to claims for labor and materials as Purchaser may require.
    23.3. The work shall remain at Seller’s risk prior to written acceptance by Purchaser and/or the owner of the project and Seller shall replace at its own expense all work damaged or destroyed by any cause whatsoever.
    23.4. Seller shall observe and comply with, to the extent required by Purchaser, the wages, hours and working conditions established by Purchaser on the project or required of Purchaser by an applicable labor agreement.
    23.5. Seller shall act as an independent contractor and not as the agent or representative of Purchaser.
    23.6. Seller shall perform its work in accordance with the schedules and work programs established by Purchaser and shall fully cooperate with Purchaser and others engaged in work on the project so that the work on the entire project may be performed with the utmost speed, consistent with good practices in case of conflict Purchaser may direct the necessary coordination.
    23.7 Seller shall carry on its work so that the premises shall at all times be clean, orderly and free from debris and upon completion shall remove all equipment and unused materials from the project; clean up all refuse and debris and leave the site of the work clean, orderly and in good condition.
    23.8. Seller shalt require Seller’s employees, agents, contractors or sub-contractors to abide by Purchaser’s Work and Safety rules when work or services are performed at Purchaser’s premises. Purchaser has the right to exclude personnel from Purchaser’s premises who do not abide by such rules, and at Purchaser’s election, to declare a default under the order.
    23.9. Seller is solely liable for its employees, agents, contractors or sub-contractors and their action while on Purchaser’s premises and the Seller indemnifies and will protect Purchaser from all losses, claims, expenses, damages arising from or out of the presence or activity of Seller’s employees while at Purchaser’s premises.