Purchasing Terms and Conditions
We are pleased that your company will be a QUALITY ENGINEERING supplier. QUALITY ENGINEERING desires to establish alliance with your company leading to a long-term partnership which is profitable to both companies. We are committed to the understanding that our supplier’s success and profitability is our own success and profitability. In order for QUALITY ENGINEERING to begin working with your company, we ask that your company review and agree to the following QUALITY ENGINEERING Purchase Order Terms and Conditions. It is our intention that these Terms and Conditions be mutually agreeable and provide adequate business protections for both parties.
Seller agrees to meet the delivery dates, specifications and quantities for the goods and services set forth in this Purchase Order. Acknowledgment of this Purchase Order, shipment of any goods, or commencement of work pursuant to this Purchase Order shall be deemed an acceptance of these Terms and Conditions. Unless otherwise provided in the order, delivery of goods shall be f.o.b. origin, and Seller will not charge for boxing, packing, crating, handling or other charges.
All goods and services purchased are subject to inspection, test and approval, as appropriate, at destination by QUALITY ENGINEERING, notwithstanding prior payments or inspections at the source.
3. CONFIDENTIALITY and PUBLICITY.
Seller shall keep confidential and not disclose to any third party any confidential or proprietary materials provided by QUALITY ENGINEERING, including but not limited to any drawings, masters, software, specifications, raw materials, components, data, business information or plans, customer lists or other customer information. Seller shall not make any copies of confidential information except as specifically authorized by QUALITY ENGINEERING in writing. At the completion of this Purchase Order, or upon QUALITY ENGINEERING’s request, Seller shall return to QUALITY ENGINEERING all confidential information not consumed in the performance of this Purchase Order, together with any copies in Seller’s possession. All specifications, data and other information furnished by QUALITY ENGINEERING, or its agents, to Seller in connection with this order remain the exclusive intellectual property of QUALITY ENGINEERING. In addition, the Purchase Order and the purchase of goods or services from Seller does not authorize Seller to use the name of or make reference to QUALITY ENGINEERING for any purpose whatsoever, including without limitation, in any releases for public or private dissemination. Further, Seller shall not divulge or use in any advertisement or publication any specifications, data, or other information pertaining to or relating to this usage without prior written approval by QUALITY ENGINEERING.
QUALITY ENGINEERING reserves the right to make changes to the purchase order. Any changes made to this Order will become effective only after mutual acceptance by both QUALITY ENGINEERING and the Seller. An equitable written acknowledgement of the effect on the changed provisions shall be indicated in a revision to the Purchase Order. Seller may not make any change in drawings, design specifications, scope of work to be performed, time and place of delivery and method of transportation without QUALITY ENGINEERING 's written Purchase Order revisions acknowledging the change. Any such Purchase Order revisions accepted by Seller shall be incorporated in and will amend this Purchase Order.
Time is of the essence. Seller agrees to comply with QUALITY ENGINEERING 's delivery schedules as applicable without any delay.
Seller agrees to issue invoices referencing, where applicable, the Purchase Order number, line number, release number, item number, description of items, sizes, quantities, unit prices and extended totals. If an Order contains more than one item or service, Seller's invoice will make the proper reference. Taxes, if any, which are to be collected by Seller, shall be stated separately and shall be remitted by Seller to the appropriate taxing authority. All invoices shall comply with the requirements of each relevant taxing authority and shall contain data and registration numbers that will enable QUALITY ENGINEERING to obtain appropriate credit for any taxes charged. All invoices shall be mailed to QUALITY ENGINEERING at its office as indicated on the face of this Order and will state QUALITY ENGINEERING 's Purchase Order number clearly on the invoice. Invoice and duplicates shall be rendered for each order or for each shipment or service if more than one is made on an order. No invoice shall be hand delivered by Seller to any employee of QUALITY ENGINEERING. For deliveries, Seller shall use the lowest published freight rates and any excess transportation charges incurred, including any that deviate from the published tariff rates, are the responsibility of the Seller.
As full consideration for Seller's satisfactory provision of the goods or performance of the services, as evidenced by QUALITY ENGINEERING’s acceptance or approval of the product or service, QUALITY ENGINEERING will pay Seller's invoice no later than the agreed upon payment terms following QUALITY ENGINEERING 's receipt of said invoice, or as per contract payment terms. QUALITY ENGINEERING’s payment of any such invoice shall constitute full and complete satisfaction of any and all actual and potential fees for the billing period covered by the invoice. Partial payments will not be made, unless QUALITY ENGINEERING agrees otherwise in writing. All payment terms will be calculated based upon date of receipt of invoice and payment terms will be considered satisfied based upon date of postmark of payment. QUALITY ENGINEERING will not process invoices for goods shipped in advance of the scheduled delivery date. QUALITY ENGINEERING may change scheduled delivery dates at any time by written notice to Seller and will reimburse Seller for reasonable, documented, unavoidable incremental costs incurred by Seller due to such delivery date change.
If any goods are defective or not in conformity with the this Order, QUALITY ENGINEERING may return the goods at any time for credit or replacement of the products, at QUALITY ENGINEERING’s option, and the Seller will promptly reimburse QUALITY ENGINEERING for the costs of return and or cover and will be responsible for costs or damages attributable to any corrective action. QUALITY ENGINEERING’s entire liability and Seller’s exclusive remedy for any change of a Purchase Order shall be limited to QUALITY ENGINEERING being obligated to reimburse Seller for Seller’s expenses incurred due to such a change.
9. HAZARDOUS MATERIALS.
Seller will properly classify, describe, package, mark, label and provide any necessary Safety Data Sheets (SDS) for the goods and will pack and ship them in compliance with all applicable hazardous materials laws, regulations, and orders. By acceptance of this Purchase Order, Seller certifies that any chemical substance furnished pursuant to this Order has been properly labeled, and that proper information on the substance, e.g., material safety data sheets, has been provided to QUALITY ENGINEERING, pursuant to all federal, state or local laws and regulations.
Seller warrants, represents, and promises that neither the services provided, goods nor any component of the goods infringe, directly or indirectly, any patent, copyright, property right, or trademark, and that provision of the goods will not lead to the improper disclosure of any trade secrets. Seller agrees, at its cost and expense, to indemnify, defend, and hold QUALITY ENGINEERING free and harmless from and against any and all costs, expenses, liabilities, and damages, including attorneys' fees, arising out of or in any way relating to any alleged or actual patent, copyright, property right, trademark infringement or trade secret disclosure. If the goods or any part thereof are held to constitute an infringement, and the use of the product or any part thereof is enjoined, Seller shall, at its own expense, either procure for QUALITY ENGINEERING the right to continue using the goods, replace the infringing goods with non-infringing goods acceptable to QUALITY ENGINEERING, modify the goods so they become non-infringing, or in the event the foregoing options are not possible, compensate QUALITY ENGINEERING for all of QUALITY ENGINEERING 's expenses resulting from the infringement.
Seller agrees to comply promptly and fully with every federal, state, and local law, rule, or regulation which directly or indirectly regulates or affects the goods or services that are the subject of this Purchase Order, including, without limitation, those relating directly or indirectly to the containers, packages, labels, handling, shipping, storing, performance, labor, insurance, licenses, permits, fees, and documents, if any, pertinent thereto, and to indemnify and hold harmless QUALITY ENGINEERING from and against liability, loss, and expense, including reasonable attorneys’ fees, resulting from Seller’s failure to do so. Seller warrants that there has been no violation or infringement of any copyright, trade name, trademark, patent or related property right, or disclosure of any trade secret, as a result of manufacturing, producing, providing or selling the goods. Seller further agrees to defend, indemnify and hold harmless QUALITY ENGINEERING, its officers, agents and employees, from all claims, expenses and liabilities arising from any actual or alleged violation or infringement.
Prior to pursuing any legal remedy against QUALITY ENGINEERING under this Purchase Order, Seller will notify QUALITY ENGINEERING in writing of the dispute and will promptly pursue negotiations in good faith through dialogue between the businessperson designated in the Order as responsible for administering the same. In the event that such negotiations fail, Seller will use its best efforts to resolve the dispute with QUALITY ENGINEERING trough Alternative Dispute Resolution, as defined by the American Arbitration Association prior to resorting to litigation. These Terms and Conditions will be binding on QUALITY ENGINEERING and Seller and their respective successors and any duly authorized assigns. Seller warrants to QUALITY ENGINEERING that Seller is under no contractual or other legal obligations, constrains or disabilities that would prevent Seller from performing Seller’s obligations hereunder or limit Seller’ performance hereunder. This Purchase Order and Terms and Conditions shall be construed in accordance with, and governed by the internal laws of the state of California, without giving effect to any conflict of laws or principles that require the application of law of a different jurisdiction. Any dispute not resolved through negotiations shall be brought in Orange County, California.
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