HISCO STANDARD TERMS OF PURCHASE
1. Offer This Purchase Order constitutes Buyer’s offer to Seller and becoming a binding contract on the terms set forth herein when accepted by Seller either by acknowledgment or at the commencement of performance here of. This Offer expressly limits acceptance to the terms stated herein. Any additions or different terms proposed by Seller are objected to and hereby rejected unless otherwise agreed to in writing by an authorized representative of Buyer.
2. Time Time is of the essence of this Order. If Seller does not comply with Buyer’s delivery schedule, Buyer at its option may either approve a revised delivery schedule or may terminate the contract either in whole or in part without liability to Seller on account thereof.
3. Warranties In addition to any warranties implied by fact or law, Seller expressly warrants all items to be free from defects in design (except Buyer’s design), workmanship and materials; to conform strictly to applicable specifications, drawings and approved samples, if any; and be fit and sufficient for the purposes intended and to be merchantable. Such warranties, together with all other service warranties of Seller, shall run to Buyer, its successors, assigns and customers. All warranties shall survive inspection, testing and acceptance by Buyer. In the event of a breach of warranty, Buyer may, at its option, either return for credit at Seller's expense or require prompt correction or replacement of the defective or nonconforming goods. Seller guarantees the performance, design, workmanship and material entered into items supplied on this Order and agrees to replace or repair, without cost to Buyer, any item on which defective performance, design, workmanship or materials is found.
4. Price Seller warrants that the prices for the goods sold to Buyer under this Order are not less favorable than those currently extended to other customers for the same or like articles in equal or less 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. The price shall not exceed that which is specified or quoted on this Order. If price is omitted, it is agreed that the material shall be billed at the price last quoted or paid, or the prevailing market price, whichever is lower.
5. Changes in Material In the event Buyer asks to make any changes in the material, quality, quantities, drawings, specifications or methods of shipment or destination, Seller shall claim any equitable price adjustments within 10 days of notification from Buyer of such change.
6. Extra Charges Extra charges under this Order will not be permitted except on specific authority of the Buyer. No allowance will be made for packing, crating or cartage charges unless specifically authorized by this Order, and Seller warrants that the goods supplied are adequately contained, packaged and labeled and are suitably packed to assure safe transit and to secure lowest transportation and insurance rates. Except as otherwise expressly provided herein, title to and risk of loss on all items shipped by Seller to Buyer shall pass to Buyer upon by Buyer’s inspection and acceptance of such items at Buyer’s Plant. Buyer’s count will be accepted as final and conclusive on all shipments not accompanied by a packing ticket.
7. Materials All materials supplied on this Order shall be the best of their respective kind and shall be subject to Buyer’s inspection at any reasonable time before or during manufacture and within 30 days after delivery to destination. Materials other than those specified shall not be supplied without Buyer’s written approval. Rejected materials will be returned at Seller's expense, including all transportation charges paid by Buyer, and Buyer shall not be required to accept replacements without prior written consent to replacement.
8. Plans and Drawings All plans, drawings, designs and specifications supplied by Buyer to Seller shall remain the property of Buyer and any information derived therefrom or otherwise communicated to the Seller shall be regarded by Seller as strictly confidential and shall not, without the written consent of Buyer, be disclosed to any third party or made use of by Seller except in connection with furnishing an article or performing any work at the direction of Buyer.
9. Force Majeure Neither party hereto shall be liable to the other for default or delay in performing its obligations hereunder if caused by fire, strike, riot, war, Act of God, delays of carriers, governmental order or regulations, priority of allotments or any other similar or dissimilar occurrence beyond a reasonable control of the party so defaulting or delaying.
10. Assignment Any assignment or subletting of this Order without prior written consent of the Buyer shall be void.
11. Commercial General Liability Seller shall procure and maintain Commercial General Liability coverage on Occurrence form (ISO CG 00 01 10 01 or equivalent) to include but not be limited to Premises-Operations, Personal & Advertising Injury, Products-Completed Operations and Contractual Liability coverages. Limits to be carried are as follows: Each Occurrence $1 million General Aggregate $2 million Products-Completed operations $2 million Personal & Advertising Injury $1 million Fire Damage $50,000 Coverage shall include: Occurrence Form Buyer, its subsidiaries and affiliates as Additional Insureds (ISO Form 2037 or its equivalent) Blanket Waiver of Subrogation Primary and Non-Contributory wording Insurance required herein shall be written in a company with an AM Best rating of A IX or higher. It is expressly understood and agreed that the insurance coverages required herein shall not negate or waive any of the provisions of this agreement and maintaining this insurance will not be deemed or construed to release, limit, waive or discharge Seller from any obligations imposed by the agreement including liability in excess of insurance coverage required herein. Certificates of insurance that comply with the requirements of this contract and that are acceptable to Buyer shall be delivered to Buyer.
12 A. PRODUCT WARRANTIES AND INDEMNIFICATION SELLER SHALL INDEMNIFY, DEFEND, SAVE AND HOLD HARMLESS BUYER ITS SUBSIDARIES, AFFILIATES,OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY CLAIM, LIABILITY, LOSS, DEMAND, COST OR EXPENSE, INCLUDING REASONABLE ATTORNEYS FEES, AWARDS, FINES OR JUDGMENTS ARISING BY REASON OF THE DEATH, BODILY INJURY, OR PERSONAL INJURY TO PERSONS, DAMAGES TO REAL OR PERSONAL PROPERTY,CAUSED BY OR RESULTING FROM DESIGN DEFECTS, DEFECTIVE MATERIALS, WORKMANSHIP OR ANY OTHER ACTS OF OMISSION OR COMMISSION WHETHER SUCH ACTS OR CAUSES OF ACTION ARISE IN TORT, NEGLIGENCE, VIOLATIONS OF LOCAL, STATE OR FEDERAL LAWS, ORDINANCES OR REGULATIONS, COMMON LAW, CONTRACT OR STATUTORILY, EXCEPT THOSE CLAIMS ARISING OUT OF THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER. SELLER AGREES TO REIMBURSE BUYER FOR ALL SUMS WHICH IT MAY PAY OR BE COMPELLED TO PAY IN SETTLEMENT OF ANY CLAIM ON ACCOUNT THEREOF, INCLUDING ANY CLAIM UNDER PROVISIONS OF ANY WORKER’S COMPENSATION LAW OR OTHER SIMILAR LAW.
12 B. Seller agrees to indemnify, save harmless, and defend the Buyer from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses and attorney's fees incident to any infringement or to any claimed infringement of any patent or patterns in the manufacture and sale, of either thereof, of the articles of materials covered by this Order, or in any way connected therewith or with the use thereof by the Buyer; provided, however, that the Buyer may be represented in any such suits, actions or legal proceedings by attorneys of its own selection at its own expense. In making this purchase, Buyer does not recognize the validity of any patents of Seller hereunder.
13. Compliance with Laws By acceptance of this Order, Seller represents and warrants that it has complied with all federal, state or local laws applicable to the materials or services ordered. Seller assumes full responsibility for such compliance and agrees to hold Buyer harmless from all liability which may result in failure of Seller to so comply.
14. Waiver No waiver by either party or any breach of any of the terms or conditions herein contained to be performed by the other party shall be construed as a waiver of any subsequent breach whether of the same or of any other term or condition hereof. The rights and remedies of Buyer set forth in this Order are not exclusive and are in addition to all other rights and remedies available to Buyer.
15. Insolvency etc. In the event Seller, its successors or assigns shall become insolvent or shall make a general assignment for the benefit of creditors, or shall file a voluntary petition in bankruptcy, or if a petition in bankruptcy or for any relief under any bankruptcy or insolvency laws shall be filed against Seller or a Receiver shall be appointed for its property or assets, or if any governmental authority shall take possession of any substantial part of its properties, or if the transaction of its usual business shall be suspended, at Buyer’s option it shall have the right immediately to cancel and terminate this Order.
16. State and Local Taxes State and local taxes, if any, must be shown separately on the invoice. In case it shall be determined than any such tax was not required to be paid by Seller, Seller agrees to make proper application for the refund thereof, to take all proper steps to procure the same, and when received, to repay the same to Buyer.
17. Conflicts In case of conflict, the provisions hereof shall override any disclaimer, limitation of warranty, limitation of liability or any other provision contained in any invoice, packaging list, receipt, confirmation, requisition, acknowledgment or other document tendered by Seller.
18. Governing Law All matters related to this contract shall be governed by and construed in accordance with the laws of the State of Texas, excluding its conflicts of law rules.
19. Venue All obligations of Buyer to Seller under this Order, when invoiced, are payable at Buyer’s principal place of business in Houston, Harris County, Texas.
20. Binding Nature The Agreement formed hereunder inures to the benefit of and is binding upon the parties hereto, their successors and assigns.
21. Headings; Captions The headings and captions herein are included for convenience only and shall not affect the construction or interpretation of any of the provisions of this Order.
22. Severance Any provisions of this Order which may be prohibited by law or other one is held invalid shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate or otherwise render ineffective the remaining provisions of this Order.
23. Products designated on the Hisco purchase order” as destined for export to Mexico require MSDS/SDS to be provided with the shipment in both English and Spanish
Purchasing information shall describe the product to be purchased, including where appropriate:
- Requirements for approval of product, procedures, processes and equipment
- Requirements for qualification of personnel
- Quality management system requirements
Special Requirements for AS9100 and AS 9120
The following Hisco Locations are either certified or pursuing certification to AS 9100 and AS 9120. Purchase Orders are subject to additional terms as noted below: Poway, CA, Somerset, NJ, North Little Rock, AR, Buford, GA, PCW Corona, CA, Seattle, WA, Calexico, CA, Mexicali, MX, Chihuahua, MX, Celaya, MX and AMG Houston, TX.
Purchasing information shall describe the product to be purchased, including where appropriate:
- The identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data
- Requirements for design, test, inspection, verification, use of statistical techniques for product acceptance and related instructions for acceptance by the organization
- Requirements for a certificate of conformity, test reports and/or airworthiness certificates
Hisco requires its suppliers to:
- any time a purchased product has a lot number noted by the supplier, this lot number and the quantity supplied per lot should be noted on the supplier packing slip
- notify the organization of nonconforming product
- obtain organization approval for nonconforming product disposition
- notify the organization of changes in product and/or process, changes of suppliers, changes of manufacturing facility location and, where required, obtain organization approval, and
- flow down to the supply chain the applicable requirements including customer requirements.
- record retention requirements are a minimum of 10 years or as stated on individual Purchase Orders if customer requirements are greater.
Right of access may be required by Hisco, their customer and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records