Purchase Order Terms & Conditions

General Instructions

  1. Our Order Number must appear on all packages.
  2. If this order cannot be filled according to our specifications, price and delivery instructions, advise
    undersigned at once.
  3. Submit Invoice in duplicate to Accounts Payable Department, Hanover, PA 17331

Price

Seller agrees that any price reductions made in the terms or services covered by this Purchase Order subsequent to its placement but prior to payment thereof will be applicable to it. Unless otherwise provided herein. Seller shall bear the cost of cartage, boxing or storing of the items covered by this purchase order.

Terms

In the absence of any statements to the contrary in the “terms” section of this Purchase Order, payment terms for this purchase are to be equal to or better than the best extended by Seller to any of its other buyers and/or customers within a period consisting of the immediate past 36 months ended by the date of this Purchase Order.

Changes

Buyer shall have the right at any time to make changes in the drawings, design, specifications, quantities, delivery schedules, methods of shipment or packaging and place of inspection, acceptance and/or point of delivery of any item to be furnished or service to be rendered under this Purchase Order. No change shall be effective unless authorized in writing by Buyer. If such changes result in delay or an increase or decrease in expense to Seller, Seller shall notify Buyer immediately and negotiate an equitable adjustment, provided, however, that Seller shall, in all events, proceed diligently to supply the items or perform the work or service contracted for under this Purchase Order as so changed. No claim by Seller for such equitable adjustment shall be valid unless submitted to Buyer in writing within thirty (30) days from the date of such notice of change accompanied by an estimate of charges resulting from such changes.

Delivery

TIME IS OF THE ESSENCE HEREOF. Delivery must be at the time or times specified herein or in other written instructions issued by Buyer. In the event of late delivery of any items or late performance of any services covered hereunder, Buyer may, at its option and without any further liability hereunder, terminate this Purchase Order for cause, partially terminate this Purchase Order for cause, vary delivery hereunder, or obtain the items or services from other sources.

Inspection

Prior to payment or acceptance of any goods tendered or delivered or identified to the contract or of any services performed hereunder. Buyer shall have the right to inspect such goods, or services must conform to the specifications, instructions, drawings, and data set forth on the face hereof or incorporated herein by reference and/or to any samples whether furnished by Seller or Buyer as well as all Seller’s warranties (expressed or implied) and the Buyer may reject and refuse acceptance of any items or services which do not conform. In the case of nonperishable goods, Buyer shall notify Seller in writing of such rejection within five days after delivery or tender of delivery of the goods or services and may hold the rejected goods for Seller or return the rejected goods to the Seller at Seller’s expense and risk. If the goods are perishable or threaten to decline in value speedily, Buyer shall dispose of goods rightfully rejected in accordance with section 2-603 of the Uniform Commercial Code of Pennsylvania, at Seller’s expense and risk. Buyer shall not be obligated to accept excess or partial shipments. Such shipments in whole or in part may be returned to Seller at its expense and risk. Payment for any goods or services purchased, hereunder shall not be deemed an acceptance thereof.

Warranty

Seller expressly warrants that the items and services covered hereunder shall be free from defects in workmanship and shall strictly conform to applicable specifications, instructions, drawings, data, and samples, if any, including performance specifications and, if of Seller’s design, will be free from design defects and that items furnished hereunder will be fit for the use intended by Buyer and merchantable. These warranties shall be in addition to all warranties, express, implied or statutory. Neither inspection nor payment by Buyer shall constitute a waiver of any breach of any warranty. All warranties shall inure to Buyer, it customers and subsequent owners of the items or services covered hereunder or the end products of which they are part. Seller agrees, at its expense and at Buyer’s option, to defend or assist in defense of any action against Buyer which action, in whole or in part, whether by of claim, counterclaim or defense, is based upon an alleged breach of any of Seller’s warranties. Seller agrees to indemnity Buyer, its customers or subsequent owners for all liability, loss, cost and expense, including reasonable attorney’s fees, resulting from any breach of any said warranties. Notice of any breach of warranty shall be given by Buyer to Seller within (60) days after discovery thereof by Buyer. All warranties shall be construed as conditions as well as promises and shall not be deemed to be exclusive.

Information

Drawings, data, design, specifications, recipes and other processing and technical information supplied by Buyer shall remain Buyer’s property and shall be held in confidence by Seller. Any information which Seller may disclose to Buyer with respect to the design, manufacture, sale or use of the items covered by the Purchase Order shall be deemed to have been disclosed as part of the consideration for this Purchase Order and on a nonconfidential basis.

Title & Risk Of Loss

Title to and risk of loss on all items shipped by Seller to Buyer, notwithstanding any agreement to pay freight, express, or other transportation charges, shall not pass to Buyer until goods have been actually received, inspected, and accepted by Buyer. Cost of all returned shipments, for whatever reason returned, shall be borne by Seller.

Food Guarantee

The Seller hereby guarantees and warrants to Buyer that all foods or all substances for use in or for foods comprising each shipment or other delivery hereafter made to Buyer as the date of shipment and delivery:

  1. is neither adulterated nor misbranded within the meaning of the Federal Food Drug and
    Cosmetic Act of 1938 as amended, the Federal Fair packaging and labeling Act of 1966 as amended, the Consumer Product Safety Act, or any other Food or Drug law or regulation, the adulteration and misbranding provisions of which are substantially the same as those found in the Federal acts. Additionally, Seller certifies that the foods or all substances for use in or for foods complies with the Model State Weights and Measurement Law as amended, the Model State Packaging and Labeling Regulation as amended, and any other laws or regulations which are substantially the same as the Model Act or Regulation.
  2. complies with all other State and Local laws and regulations of which the Seller has knowledge either independently of by specific directive from Buyer.
  3. the Seller will accept full responsibility for consumer claims made against the Buyer if investigation shows that the food or all substances for use in or for foods did not become contaminated as a result of handling by the Buyer and if the entire handling of the consumer claim is left in the hands of Seller. The Seller warrants that it is insured under Product Liability Insurance TERMS AND CONDITIONS Page 3 Policy written by a responsible insurance carrier covering all product liability claims up to a maximum limit of not less than $250,000 for a single occurrence. Buyer shall be covered by such insurance by the inclusion thereof of a vendor’s endorsement in broad form. Seller further agrees to indemnify and hold Buyer harmless from a loss resulting from Seller’s failure to have insurance endorsement and claims protection as aforesaid when such loss does not result from Buyer’s negligence.
  4. all necessary Material Safety Data Sheets required by OSHA will be timely submitted to Buyer.

Hazardous Substances & Materials

Seller represents and warrants that the sale, transport, and distribution of hazardous substances and materials to Buyer shall be in compliance with all provisions of the Federal Toxic Substances Control Act, as amended, and all other applicable Federal, State, and Local statutes, rules, and regulations. Seller further agrees to indemnify and hold Buyer harmless as a result of any liabilities to Buyer due to a violation by Seller.

Compliance With Laws

Seller represents and warrants —

  1. that the goods sold hereunder were manufactured in full compliance with the Fair Labor Standards Act of 1938, as amended, and all other applicable Federal, State, and Local laws, rules, and regulations.
  2. that the goods sold here under are sold in compliance with the Federal Trade Commission Act and the Clayton Act, as amended.
  3. that the goods sold here under are furnished in compliance with the Occupational Safety and Health Act of 1970, as amended, and all standards and regulations issued pursuant thereto.

Termination

Buyer shall have the right to terminate this Purchase Order or any part thereto at any time by written facsimile, telegraphic notice, or verbal notice confirmed in writing.

  1. Without Cause – in case of termination by Buyer of all or any part of this Purchase Order without cause, any termination claim must be submitted to Buyer within sixty (60) days after the effective date of termination and Buyer’s liability shall be limited to actual expenditures incurred by Seller on this Purchase Order.
  2. For Cause – if Seller fails to make any delivery in accordance with the agreed delivery date or otherwise fails to observe or comply with any of the other terms, conditions or warranties applicable to this Purchase Order; fails to make progress so as to endanger performance of this Purchase Order; or in the event of any proceedings by or against Seller in bankruptcy or insolvency of appointment of a receiver or trustee or an assignment for the benefit of creditors Buyer may, in addition to any other right or remedy provided by this Purchase Order or by law, terminate all or any part of this Purchase Order without any liability by Buyer to Seller on account thereof. In the event of termination for cause, Buyer may purchase or otherwise acquire supplies or services elsewhere on such terms or in such a manner as Buyer may deem appropriate and Seller shall be liable to Buyer to any excess cost or other expenses incurred by Buyer.

Taxes & Other Exactions

Seller agrees to assume exclusive liability under all laws that impose taxes or other exactions on the manufacturer or sale of the items to be furnished hereunder or any component part thereof, or on any process or labor involved therein, or on any services to be rendered by Seller, and to pay any and all such taxes except those Buyer specifically agrees, or is by law required to pay. Any taxes to be paid by Buyer shall be separately stated on the invoice. Prices shall not include any taxes for which Seller can obtain or Buyer can furnish exemption.

Remedies

The remedies reserved to Buyer herein, except where expressly stated to be exclusive, shall be cumulative and in addition to any other for further remedies provided by law. No waiver of any breach of these provisions shall be deemed to constitute a wavier of any breach.

Assignment

Neither this Purchase order not any rights or obligations herein may be assigned by Seller, nor may the Seller delegate the performance of any of its duties hereunder without, in either cases, Buyer’s prior written consent. The terms and conditions of this Purchase Order shall bind any permitted successors and assigns of Seller. Any consent by Buyer to assignment shall not be deemed to waiver Buyer’s right to recoupment and/or set off of claims arising out of this or any other transaction with Seller, its divisions, affiliates, or subsidiaries; or to settle or adjust matters with Seller without notice to permitted successors and assigns.

Force of Majeure

Either party to this Purchase Order shall be free from liability for failing to perform hereunder if such failure is caused due to acts of God, labor difficulties, fires or other causes beyond the reasonable control of the affected party. In the event that Seller is unable to perform for such reason beyond its reasonable control, Buyer shall have the right to either continue the delivery dates until Seller is able to perform or terminate this Purchase Order.

Indemify

Seller agrees to indemnify and hold Buyer harmless from any and all claims, loss or damage of any kind whatsoever, including consequential damages, along with all costs including reasonable attorney’s fee connected therewith, brought by or on behalf of any person or persons arising out of, directly or in directly, the performance of this contract, or the goods or services furnished.

Insurance

When performing services hereunder, Seller agrees to carry and maintain comprehensive general public liability, with limits of $1,000,000 for personal injury or death , and $1,000,000 for property damage, including vendor liability, automobile, bodily injury and property damage, workmen’s compensation, with coverage and form satisfactory to Buyer. Prior to commencement of any services to be performed hereunder, Seller shall deliver to Buyer certificates of such insurance which stipulates that not less than ten (10) days’ notice will be given Buyer prior to termination or reduction of the limits or coverage.

Equal Employment Cause

Seller guarantees compliance with the provisions of executive Orders 11246, 11141, 11375. Seller further agrees to file compliance reports with the appropriate federal agency, and on request to supply Buyer with copies of the compliance reports and any other information necessary to demonstrate compliance with said Executive Orders.

Arbitration

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in the Commonwealth of Pennsylvania in accordance with the rules of the American Arbitration Association, and judgment upon any award rendered in such proceedings may be entered in any court having jurisdiction thereof.

Entire Contract

This Purchase Order and all exhibits or attachments hereto constitute the entire agreement between the Buyer and Seller and may not be amended unless in writing signed by the authorized representatives of Buyer and Seller.

Construction

This Purchase Order and all exhibits or attachments hereto, except when expressly herein provided otherwise, shall be interpreted and construed in accordance with the Uniform Commercial Code and the Laws of the Commonwealth of Pennsylvania.