The terms set forth herein constitute the sole terms and conditions of the contract between BUYER and PETER PAUL ELECTRONICS, CO., INC. No other terms, conditions, or understanding, whether oral or written shall be binding upon PETER PAUL ELECTRONICS, CO., INC., unless hereafter made in writing and signed by PETER PAUL ELECTRONICS, CO., INC.'s authorized representative. This agreement expressly limits acceptance to these terms, no order shall have any force or effect until acknowledged in writing by PETER PAUL ELECTRONICS, CO., INC., any proposal for additional or different terms is hereby deemed material and is objected to and rejected. No terms of any document or form submitted by BUYER shall be effective to alter or add to the terms and conditions of this Agreement. Unless otherwise stated herein, BUYER's receipt of any portion of the goods shall constitute acceptance of all terms and conditions of this Agreement.
Unless otherwise stated, all quotations are valid for 30 days and are in U.S. dollars. PETER PAUL ELECTRONICS, CO., INC. reserves the right to correct clerical errors and obvious errors in specifications or prices. All orders are subject to credit approval and orders are deemed accepted only by PETER PAUL ELECTRONICS, CO., INC.'s written order acknowledgment. Unless otherwise agreed, prices for parts shall be effective for the period indicated in the order acknowledgment. Subsequent prices for all products may be revised in accordance with actual manufacturing experience and raw material values.
Any taxes which, under existing or future law, the PETER PAUL ELECTRONICS, CO., INC. may be required to pay or collect with respect to the sale of any of the goods or services to the BUYER, shall be added as a separate item to the quoted price and shall be paid by the BUYER to the PETER PAUL ELECTRONICS, CO., INC. on demand. The foregoing shall not apply to any taxes, for which the BUYER holds a valid exemption certificate. In the event that an exemption which has been claimed by the BUYER is denied by the taxing authorities, the BUYER agrees to reimburse the PETER PAUL ELECTRONICS, CO., INC. for any such tax, interest, and penalties for which the PETER PAUL ELECTRONICS, CO., INC. is liable as a result of the denied exemption.
Full and final payment shall be due thirty (30) days from the date of each shipping invoice unless otherwise expressly agreed in writing. The date of payment of an invoice is the date on which the check is received at the remittance address indicated on the related invoice(s). Any invoice not paid in 30 days will accrue a late payment charge of the maximum legal rate or 1 1/2% per month (18% per annum), whichever is less. If any delinquent account is placed in the hands of a collection agent or attorney, BUYER will pay reasonable collection charges including attorney's fees.
All shipping and delivery dates are estimates and are subject to PETER PAUL ELECTRONICS, CO., INC.'s ability to secure the necessary raw materials and the current production schedules of an internal or external supplier. In the event of any delay in PETER PAUL ELECTRONICS, CO., INC.'s performance due in whole or in part to any cause beyond PETER PAUL ELECTRONICS, CO., INC.'s reasonable control, PETER PAUL ELECTRONICS, CO., INC. shall have such additional time for PETER PAUL ELECTRONICS, CO., INC.'s performance as may be reasonably necessary under the circumstances. PETER PAUL ELECTRONICS, CO., INC. shall not be liable for any claim, loss, expense, or damage of any kind whatsoever for delays in delivery,
If in PETER PAUL ELECTRONICS, CO., INC.'s judgment reasonable doubt exists as to BUYER's financial responsibility, or if BUYER is past due in payment of any amount owing to PETER PAUL ELECTRONICS, CO., INC., PETER PAUL ELECTRONICS, CO., INC. reserves the right, without liability and without prejudice to any other remedies, to suspend performance, require payment in advance, decline to ship, or stop any material in transit, until PETER PAUL ELECTRONICS, CO., INC. receives payment of all amounts owing to PETER PAUL ELECTRONICS, CO., INC. and/or adequate assurance of such payment.
FOB, New Britain, CT, USA. (freight collect) BUYER will be charged for any special packaging required. BUYER shall inspect all goods promptly upon receipt and shall make any claims within fifteen (15) days after receipt, including detailed written information as to any damage or shortage.
Unless otherwise expressly provided, any engineering, tools, dies, or fixtures which may be developed for use in the production of the goods covered shall be owned by PETER PAUL ELECTRONICS, CO., INC. even though BUYER is charged in whole or part for the cost of such engineering, tools, dies, and fixtures. The PETER PAUL ELECTRONICS, CO., INC. may make other use or dispose of any such tools, dies, and fixtures if more than three (3) years have elapsed since the BUYER placed an order requiring their use.
If any of the goods are to be manufactured or sold to BUYER's specification or design, BUYER agrees to indemnify PETER PAUL ELECTRONICS, CO., INC. against all liabilities and expenses resulting from any claim of infringement of any patent, trademark, or other rights in connection with goods. BUYER also agrees to defend and indemnify PETER PAUL ELECTRONICS, CO., INC. against all claims and expenses arising out of any mishandling, abuse, or misuse of the goods by BUYER or BUYER's CUSTOMER.
An order may be canceled or modified only by written agreement approved by both parties except as otherwise provided. If BUYER cancels or suspends fabrication or shipment, causes any delay in shipment, or fails to furnish specifications when required. PETER PAUL ELECTRONICS, CO., INC. may treat such act as a breach of this contract by BUYER, and PETER PAUL ELECTRONICS, CO., INC. may cancel any unshipped balance without prejudice to any other remedies PETER PAUL ELECTRONICS, CO., INC. may have. In the event of cancellation, cancellation charges shall include all costs (including engineering and overhead) incurred by PETER PAUL ELECTRONICS, CO., INC. to the date of cancellation, plus a reasonable profit.
PETER PAUL ELECTRONICS, CO., INC. shall not be liable for delay or failure of performance hereunder due to any contingency beyond PETER PAUL ELECTRONICS, CO., INC.'s reasonable control, including without limitation: an act of God, war, civil commotion, sabotage, labor dispute, explosion, fire, accident, power or equipment failure, inability to obtain suitable or sufficient labor, fuel, power, or materials, delay of carrier, embargo, or any law, ordinance, rule, or regulation, whether valid or invalid, including but not limited to priority, requisition, allocation, or price control.
The construction, performance, and completion of this Agreement shall be governed by the laws of the State of Connecticut. Any action for breach of this agreement must be commenced within one year after the breach, and no such action may be maintained which is not commenced within such period.
This purchase order terms and conditions Peter Paul Electronics shall become a binding contract subject solely to these Terms and Conditions and those on the face of this order with (i) it is accepted in writing by Seller, (ii) Seller commences performance of this order, (iii) Seller ships any of the goods ordered hereby; or (iv) Seller accepts any payment hereunder. Any terms and conditions proposed by Seller in any document, whether issued by Seller before or after the date of this order, which add to, vary from or conflict with the terms herein are hereby objected to and shall be void. No change or modification of this order shall be valid unless in writing signed by an authorized representative of Buyer.
As used throughout this order, the following definitions apply unless otherwise specifically stated:
Unless otherwise agreed in writing, the buyer shall have not the obligation to Seller for any costs incurred for material commitments or production arrangements made in excess of the amount, or in advance of the time, necessary to meet the delivery schedule in this order. Goods shipped to Buyer more than seven (7) days in advance of such schedule may be returned to Seller at Seller’s expense.
Buyer is licensed to copy any software provided under this order onto a computer memory device and to make back-up copies of such software. Unless otherwise provided for in this order, or in a prior written order directed to the software provided hereunder, Buyer’s sole obligation with respect to software provided hereunder shall be to use such software in compliance with applicable U.S. copyright laws and regulations, irrespective of any other license agreement including but not limited to, any license agreement packaged with such software.
Seller agrees that, for any works of authorship created by Seller or any employees or subcontractors of Seller in the course of this order, and those works that come under one of the categories of “Works Made for Hire” in 17 U.S.C. 101 shall be considered Works Made for Hire. For any warranting that it has right to do so, hereby assigns and agrees to assign all right, title, and interest it has to any copyright in such works and will execute or cause to be executed at Seller’s expense any documents required to establish Buyer’s ownership of such copyright.
Assignment of this order or any interest therein or any payment due thereunder without the written Consent of Buyer shall be void.
Buyer shall be entitled at all times to set off any amount owing from Seller to Buyer or any of its affiliated companies any amount due or owing to Seller in connection with this order.
Whenever an actual or potential cause of delay occurs or threatens to delay the performance of the work, Seller shall immediately notify Buyer in writing. Seller shall keep Buyer advised of all relevant information concerning such cause of delay, its effects on the schedule, and of measures being taken to remove or avoid it. In the event, the Seller fails to make deliveries as such, or on the date(s) stipulated, the Seller shall be assessed liquidated damages in the amount of 1.0% of the total purchase order value per calendar day delivery is delayed except in the case of delays which are considered excusable delays hereunder. The Buyer is here with duly authorized and entitled to deduct liquidated damages from any payment(s), due Seller. Delivery shall not be deemed complete until the goods have been actually received by Buyer at its facility. The risk of loss and damage in transit shall be upon Seller and shall not pass to Buyer until received at Buyer’s facility in the condition in accordance with the terms of any Purchase Order. The packaging, shipping, and all other costs of all return shipments shall be borne by Seller.
Technical and business information and ideas disclosed to Seller by Buyer in connection with this order at any time in any form (including without limitation, orally, or in drawings of goods provided hereunder) which Buyer considers proprietary and so indicates to Seller in writing at the time of disclosure or within a reasonable time thereafter (“proprietary information”), are entrusted to Seller only for ruse on behalf o Buyer. Seller shall keep proprietary information in confidence and shall neither use (other than in performance under this order or other orders from Buyer) nor disclose such proprietary information except as authorized in writing by Buyer. On completion of this or all subsequent related orders (as appropriate), Seller shall deliver to Buyer or destroy to Buyer’s satisfaction all material embodying proprietary information, unless otherwise instructed by Buyer. However, Seller shall not be liable for use or disclosure of any proprietary information which is shown by clear and convincing proof to either have been known to the Seller at the time of the first receipt from Buyer under this or a prior order, to have been disclosed to Seller without restriction by a third party having the right to do so, or to be in the public domain.
Any knowledge, information, or drawings which Seller shall have disclosed or may hereafter disclose to Buyer incident to the placing and filling of this order shall not unless otherwise specifically agreed upon in writing by Buyer be deemed to be confidential or proprietary information and accordingly shall be acquired free from any restrictions (other than restrictions which may result from a claim or patent infringement).
Seller shall at all times defend, hold harmless, and indemnify Buyer, its parent, and affiliated companies and their respective directors, officers, employees, successors and assigns (collectively referred to as “Buyer) from and against any and all expense, claims, and legal proceedings for loss, damage or injury, including death, brought against Buyer, or incurred by Buyer, arising, or growing out of (a) the negligent or malicious acts of Seller, its agents or employees, (b) the design, manufacture or installation, or materials used in the manufacture or installation, of the goods, or (c) any services supplied hereunder. Seller’s covenants of indemnity herein shall continue in full force and effect notwithstanding the termination of this order.
Seller warrants that the prices for the articles sold by Buyer hereunder are not less favorable than those currently extended to any other customer for the same or similar articles in similar quantities. In the event Seller reduces its price for such articles during the term of this order, Seller agrees to reduce the prices hereof correspondingly for articles shipped after such price reduction. Seller warrants that prices shown on this order are complete and no additional charges of any type shall be added without Buyer's express written consent. Such additional charges include, but are not limited to, shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, and crating.
Seller shall not, without first obtaining the written consent of Buyer, in any manner advertise or publish the fact that Seller has contracted to furnish Buyer the goods or services ordered by Buyer from time to time or use any trademarks or trade names of Buyer in Seller’s advertising or promotional materials. Seller’s breach of this provision shall give Buyer the right to terminate this order for default.
Seller warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities to any of Buyer’s employees, agents or representatives. If it is found that Seller or any of its employees, agents or representatives has offered or given any gratuities to Buyer’s employees, agents or representatives with, in Buyers opinion, a view toward securing purchase orders or contracts from Buyer or securing favorable treatment with respect thereto. Buyer may by written notice to Seller, terminate this purchase order for default.
This order shall be interpreted in accordance with the plain English meaning of its terms and the construction thereof shall be governed by the laws of the State of Connecticut, United States of America, excluding its conflict of laws rules.