PO Terms & Conditions
1. Definitions. "Purchaser" means KARCHER NORTH AMERICA. "Seller" means that party to whom this purchase order is addressed on the face hereof. "Goods" means the items being ordered pursuant to this purchase order as set forth on the face hereof.
2. Price. The price to be charged Purchaser for the Goods shall be the price set forth on the face hereof or if no price is stated, the least of the following amounts: (a) the last price charged Purchaser therefor by Seller; (b) the last price quoted Purchaser therefor by Seller (c) Seller's list price; (d) the lowest price therefor offered by Seller; or (e) the market price for the Goods at the date and place of delivery. Unless otherwise stated, the contract price includes all applicable federal, state and local taxes, which Seller shall solely be responsible for paying.
3. Entire Agreement. Terms of sale and delivery are only as expressed herein as the contents hereof contain the full and complete understanding between Purchaser and Seller. Any course of dealing, promise or condition of trade usage not incorporated herein shall not be binding on either party. This purchase order may only be accepted on the exact terms herein set forth and no addition to or modification thereof shall be binding upon Purchaser unless specifically agreed to in writing by Purchaser.
4. Risk of Loss. Seller shall bear the risk of loss from any casualty to the Goods, regardless of the cause thereof, until the Goods have been accepted by Purchaser at the place of delivery specified on the face hereof.
5. Packaging. The Goods shall be labeled with the KNA part number, description, supplier part number, quantity, KNA PO number and packaged in accordance with Purchaser's specifications or if none is stated, in such a manner as may be required for the protection of the Goods from damage or destruction by any hazard prior to acceptance of the Goods by Purchaser.
6. Warranties. Seller represents and warrants that (a) good and merchantable title to the Goods shall be transferred to Purchaser upon acceptance of the Goods and that the Goods shall be free and clear of any liens, encumbrances or claims of any nature whatsoever; (b) the Goods shall conform to Purchaser's specifications or if none is given, to samples thereof and that the Goods shall be delivered free of defects in material and workmanship; (c) the Goods shall be merchantable and fit for the purpose for which such Goods are ordinarily used; (d) the Goods shall be without variation and shall be of even kind, quality and quantity within each unit and among all units; and (e) all applicable federal, state and local laws, rules and regulations including executive and agency orders, shall be complied with relating to the manufacture, processing, fabrication, handling, shipping and delivery of the Goods, including, but not limited to the Fair Labor Standards Act, the Federal Consumer Product Safety Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Federal Food, Drug and Cosmetic Act, the Federal Hazardous Substances Act, the Federal Flammable Fabrics Act, the Occupational Safety and Health Act of 1970, and the Equal Employment Opportunity Act and all rules and regulations issued pursuant thereto. No implied warranties may be disclaimed by Seller. The foregoing representations and warranties shall survive any inspection, delivery, acceptance or payment by Purchaser.
7. Indemnification. Seller agrees to indemnify, defend and hold Purchaser, its officers, directors, employees, agents, licensees and consignee's, harmless against any claim, suit, proceeding or liability (including attorney's fees) against Purchaser arising out of or relating in any way to (a) a breach of any of the foregoing warranties; (b) an allegation that the Goods, or any part thereof, furnished hereunder constitutes an infringement of any patent, copyright or trademark; (c) accidents, occurrences, injuries or losses to or for any persons or property which may occur before or after acceptance of the completed Goods by Purchaser upon or about or in any way due to or resulting from, in whole or part, the preparation, processing, manufacture, construction, completion, delivery of the Goods, including such as are caused by the negligence of Purchaser; provided that Seller is notified promptly in writing of the commencement thereof and given authority, information and assistance at Seller's expense for the defense thereof. In case the Goods, or any part thereof, are held to constitute infringement and Purchaser's use thereof is enjoined, Seller shall, at its expense, either procure for Purchaser the right to continue the use thereof, replace the Goods with noninfringing goods of similar quality and utility, modify the Goods to the extent necessary to become noninfringing, or remove the Goods and refund to Purchaser the price thereof, including transportation and installation.
8. Change Orders. Purchaser reserves the right to modify this purchase order in any respect it deems necessary by the issuance of a written change order directed to Seller. Upon the issuance of such change order, Purchaser and Seller shall endeavor to reach such adjustment in price as may be equitable by reason of such change order.
9. Shipping Instructions. Shipping of the Goods shall be f.o.b. destination unless otherwise specified by Purchaser. Each shipment shall be accompanied by a packing slip that includes the KNA part number with a copy thereof being directed to Purchaser's place of business as specified on the face hereof. If a packing slip is not so provided, Purchaser's determination of the count or weight of the Goods actually delivered shall be conclusive and binding on Seller.
10. Inspection and Rejection. Purchaser may inspect the Goods during their manufacture, processing, construction, preparation, delivery and completion at reasonable times. Goods furnished hereunder may at any time be rejected for defects or defaults revealed by inspection, analysis, or by manufacturing operations or use after delivery even though such Goods may have previously been inspected and accepted. Rejected Goods may be returned to Seller for full refund to Purchaser including shipping, storage and transportation charges.
11. On-Site Work. If work is to be performed hereunder on premises of Purchaser, Seller represents that it has examined the premises and any specifications or other documents furnished in connection with the same and that it has satisfied itself as to the condition of the premises and agrees that no allowance shall be made in respect of any error as to such conditions on the part of Seller. Seller shall at all times keep the premises free from accumulations of waste material or rubbish. At the completion of the activities, Seller shall leave the premises broomclean.
12. Timely Performance. Deliveries shall be made both in quantities and at times set forth hereunder or specified in schedules furnished by Purchaser. Purchaser shall have no liability for payment for material for Goods delivered to Purchaser which are in excess of quantities specified in the delivery schedule. If no delivery date is specified, delivery shall be within a reasonable time after receipt of this purchase order by Seller. Time is of the essence in Seller's performance hereunder.
13. Delays. Strikes, fires, accidents or other causes beyond the control of Purchaser which affect its ability to receive and use the material ordered hereunder shall constitute valid ground for suspension of shipment under this purchase order upon notification to Seller by fax or letter, and any such suspension of shipment shall be without penalty or cost to Purchaser. Except for delays of Seller's subcontractors, Seller shall not be liable for damages to Purchaser for delays or defaults in deliveries due to unforeseeable contingencies beyond Seller's control and without Seller's fault nor negligence. Seller's delays or defaults in deliveries shall be grounds for cancellation of this purchase order regardless of the cause thereof. Seller shall within five (5) days after the occurrence thereof notify Purchaser in writing of any cause, which will give rise to delay in delivery. Failure to give such notice shall render Seller liable for all damages to Purchaser and its customers occasioned by such delay.
14. Documentation Ownership. Any specifications, formulas, drawings, notes, instructions, engineering notes or technical data which is referred to herein or has been supplied to Seller in connection herewith shall be deemed to be incorporated herein by reference the same as if fully set forth, title to the same remaining in Purchaser. Seller agrees that it acquires no proprietary interest in such documents, will not disclose the contents thereof to third persons, and will return such documents to Purchaser upon completion of delivery of all goods covered thereby.
15. Patent Rights. Where payment is made for experimental, developmental, or research work to be performed or actually performed under this purchase order, Seller promptly shall disclose, and, on request, assign to Purchaser each improvement and invention resulting therefrom and for this purpose Seller shall procure the execution of all documents necessary to vest full title to such improvements and inventions in Purchaser. Where Purchaser decides to file foreign or domestic patent applications on such improvements or inventions, Seller shall procure the execution of all oaths and other documents necessary or required to file such patent applications and vest full title therein in Purchaser.
16. Purchaser Owned or Furnished Material. Seller assumes complete liability for any tooling, articles, or materials owned or furnished by Purchaser in connection with this purchase order and Seller shall pay Purchaser for all such tooling, articles, or materials spoiled by it or otherwise not satisfactorily accounted for. Title to such tooling, articles, and materials shall at all times remain in Purchaser and shall be returned to it at any time upon its request.
17. Dies, Jigs, Tools and Patterns. If the price to be paid hereunder includes the cost of special dies, jigs, tools and patterns (#Special Material#) used in the manufacture of the Goods, then such Special Materials shall be the property of Purchaser. Special Materials shall be kept in good condition by Seller without expense to Purchaser except that the actual cost of changes requested by Purchaser prior to the exhaustion of the useful life of the Special Materials. Any other information or equipment supplied by Purchaser to Seller relating to, or for use in, the manufacture of the Goods shall be the sole property of Purchaser. Seller shall not produce or manufacture larger quantities than those ordered hereunder without first obtaining the express consent and license in writing of Purchaser. Notwithstanding the foregoing, all items produced or manufactured in larger quantities than those ordered hereunder shall be the sole property of Purchaser. At the termination of this contract, all Special Materials shall be delivered to Purchaser, together with all spoiled and surplus materials, unless Purchaser shall otherwise direct. Purchaser shall approve invoices for Special Materials after the first lot of Goods produced from special equipment has been received at Purchaser's facility and has passed Purchaser's receiving inspection.
18. Cumulative Remedies. Purchaser may cancel this purchase order or return the Goods delivered if; (a) unreasonable prices are charged by Seller resulting from change orders;(b) Seller fails to deliver the Goods in accordance with the delivery date and location set forth on the face thereof, or if Purchaser has good and sufficient reason to believe that said delivery date will not be met by Seller; or (c) Seller breaches any other obligation hereunder, provided, however, that right of cancellation shall not be Purchaser's exclusive remedy, and Purchaser shall have all rights and remedies provided by law or in equity, all of which shall be cumulative.
19. No Assignment. Seller may not assign this purchase order or any right hereunder without the prior written consent of Purchaser.
20. Governing Law and Jurisdiction. Any controversy arising hereunder shall be resolved in accordance with the internal laws of the State of Colorado. Each party submits to in personam jurisdiction in the federal and state courts of the State of Colorado.
21. Severability. If any clause contained herein shall be held unconscionable by any court of competent jurisdiction, such clause shall be deemed deleted and the remainder of the rights and conditions shall remain binding on Purchaser and Seller.
22. By accepting this purchase order vendor certifies that it complies with Executive Order 11246, 41 CFR 60-250.4, CFR 60-741.4 and 41 CFR Chapter 60 and it does not maintain segregated facilities or permit its employees to perform services at location where segregated facilities are maintained.
23. By accepting this purchase order vendor certifies that it complies with the requirements of 41 C.F.R § 60-1.4(a), 60-250.5, 60-300.5(a), 60-1.4(a), 60-250.5, 60-300.5(a), 60-741.5(a) and 29 C.F.R. § 471, Appendix A to Subpart A, if applicable.
