USA Purchase Orders
Terms and conditions stated below apply to all purchase orders issued after November 30, 2003.
- Acknowledge receipt of this order.
- Order Number and Name and Address of Consignee must appear on all invoices. Please send three (3) copies of your invoice and certified copies of weight tickets.
- All material must be marked or tagged with complete Order and Numbers, and be accompanied by Packing List in detail.
- No charges for packing, boxing or cartage will be allowed unless specified on this order. Material must be packed in conformity with Tariff or classification requirements so as to secure lowest possible Freight Rates. It is understood we shall receive benefit of any decrease in freight rates between time of quotation and date of shipment in any case where matter of freight enters into price quoted.
- Do not consolidate on a single invoice shipment applying to different orders. A separate invoice must be rendered for each order.
TERMS AND CONDITIONS:
- Complete Agreement: This Purchase Order including these terms and conditions, together with any Request for Quotation, Instructions to Bidders, Site Conditions, Material Standards, or detailed specifications (all as applicable), and any additional terms and conditions incorporated and attached hereto, constitutes the sole and entire agreement between the parties hereto. The Seller's quotation, catalogues, brochures and materials of any kind specifying the nature and description of the goods and services ordered is incorporated in and made a part of this Purchase Order. No other terms or conditions shall be binding upon Buyer unless accepted by it in writing.
- Changes - Termination: Buyer may by written change order make any changes, including additions to or deletions from the quantities originally ordered, or in the specifications. Buyer may at any time by written change order terminate this agreement as to all or any portion of the goods then not shipped, at no cost to Buyer No such termination shall relieve Buyer or Seller of any of their obligations as to any goods delivered hereunder. All the terms and conditions set out in the agreement herein shall apply to any changes, additions, deviations, or additional goods so ordered by the Buyer in like manner and to the same extent as to the goods contracted for herein.
- Price, Payment and Risk of Loss: Unless otherwise stated, prices are in U.S. funds and payments will be made in U.S. funds in accordance with the applicable provisions of this Purchase Order. The time for payment of invoices, or for accepting any discounts offered, shall run only from the date correct invoices are furnished to the Buyer. Buyer shall take title upon delivery of the purchased goods in good condition at Buyer's designated point of delivery. Risk of loss or damage prior to such time shall be on Seller. Buyer shall be obligated to pay only upon receipt of articles or materials delivered in condition that satisfies the requirements of this Purchase Order. Unless otherwise specified herein or agreed upon in writing by Buyer, all payments will be determined on the basis of actual weights. When scale tickets are provided, all weights will be determined by the actual weights for both gross and light weights and stenciled weights will not apply or be used in determining the actual weight. In the event Seller fails to furnish to Buyer certified weight tickets for any goods shipped pursuant to this Purchase Order, Buyer will figure all weights by theoretical computations and deduct a minimum of 5% of the gross weight.
- Taxes: No tax imposed upon the sale, transfer or possession, use or consumption of the goods purchased hereunder or services rendered in connection herewith, shall be charged or collected by Seller without the prior express consent of Buyer. Seller shall separately state on its invoices to Buyer any charges for freight, installation or repair service or Federal Manufacturer's Excise Tax and any credits for purchase discounts and exchange allowance.
- Delays: Any element of time stipulated in the documents which comprise the entire agreement between the parties hereto is of the essence. The Buyer may, at any time, request written assurance that Seller will in good faith attempt to complete its performance on time. If Seller fails to give Buyer adequate assurance of performance after written demand therefore when reasonable grounds for insecurity arise, then Buyer shall be entitled to cancel the order in whole or in part, as to goods unshipped and not substantially completed at the time of such cancellation, without liability for cancellation charges. In that event, Buyer may procure elsewhere goods similar to those as to which the order is cancelled, and Seller shall be liable for difference between the cost of such cover and the price set forth in this order for the goods involved. Notwithstanding the foregoing, the Seller shall not be liable for delays in delivery or failure to manufacture or deliver due to causes (except financial) beyond its reasonable control, such as acts of God, acts of civil or military authority, fires, strikes, floods, epidemics, wars or riots. If under these circumstances, the Buyer decides that any such delay will not be unduly protracted, the date of delivery shall be extended for the period equal to the time actually lost by reason of the delay. However, if any such delay causes an unreasonably lengthy delay, both parties hereto shall immediately consult with one another for the purpose of agreeing upon the basis on which the Seller shall resume production at the end of the delay period. If they do not, within a reasonably short period, agree upon a solution of the problems involved, including adjustment of the price, then the Buyer may, by written notice, cancel that portion of the order which is delayed. In that event, Buyer may procure elsewhere goods similar to those as to which the order is cancelled, and Seller shall be liable for the difference between the cost of such cover and the price set forth in this order for the goods involved. In the event of rejection of non-conforming goods, Seller shall have reasonable time to correct the non-conformance. Should Seller fail to do so within a reasonable time, Buyer may at its option, either cancel the order as to the non-conforming goods and retain the same rights with respect to cover as are set out in the preceding paragraph and, in addition, recover reasonable costs incurred by Buyer in installing and removing the non-conforming goods or shall cause the non-conformity to be corrected at Seller's expense.
- Non-Waiver: Failure of Buyer to insist upon strict performance of any of the terms and conditions set out in the agreement herein, or failure or delay to exercise any rights or remedies provided herein or by law to properly notify Seller in the event of breach, or the acceptance of or payment for any goods hereunder, or approval of design, shall not release Seller from any of the warranties or obligations of this Purchase Order and shall not be deemed a waiver of any right of Buyer to insist upon strict performance hereof or of any of its rights or remedies as to any such goods, regardless of whether the goods are in the course of being shipped, or have been received or accepted, or as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this Purchase Order by Buyer operate as a waiver of any of the terms hereof.
- Inspection: Buyer shall have the right to inspect, test and expedite goods at any time during manufacture and prior to shipment, and to final inspection. To assist the Buyer in this respect, the Seller shall give the Buyer reasonable notice of readiness for inspection of all items of equipment before the same are boxed or crated for shipment. The goods shall not be deemed acceptable until after said final inspection. The making or failure to make any inspection of, or payment for or acceptance of the goods, shall in no way impair Buyer's rights to reject non-conforming goods, or to avail itself of any other remedies to which Buyer may be entitled, notwithstanding Buyer's knowledge of the non-conformity, its substantially or the ease of its discovery.
- Warranties - Guarantees: Seller warrants to Buyer that the goods and services shall be of the quality specified or of the best grade of their respective kinds if no quality is specified, and shall conform to the specifications, drawings, samples, and other descriptions contained herein or which are contained in the documents which comprise the entire agreement between the parties hereto. Seller guarantees Buyer against any and all defects in workmanship and materials for twelve months following acceptance of the goods by the Buyer. The goods and services are ordered by Buyer in reliance on each and all of the warranties and guarantees specified herein, and implied by law or usage of trade, and unless otherwise expressly stated herein, said warranties and guarantees shall control. If the Seller is not the manufacturer of some or all of the goods covered by the order herein, Seller shall, at the request of the Buyer, arrange in addition to the warranties and guarantees set out in the preceding paragraph, or in the alternative to the said warranties and guarantees, make necessary arrangements whereby the manufacturers involved will extend the same warranties and guarantees to the Buyer directly. Seller further acknowledges and warrants that goods to be furnished hereunder are fit for the particular purpose Buyer requested and that Buyer is relying on Seller's expertise and judgment that such goods are of a quality intended for such purpose.
- Infringement: Seller shall, at its own expense, hold harmless and defend Buyer against any claim, suit or proceeding brought against Buyer which is based upon a claim, whether rightful or otherwise, that the goods or any part thereof, furnished under this Purchase Order, constitutes an infringement of any patent issued in the country of manufacture, or country of destination, and Seller shall pay all damages and costs awarded against Buyer. In case goods, or any part thereof, is in such suit held to constitute infringement and the use of goods or part is enjoined, the Seller shall, at its own expense, and at its option, either procure for the Buyer the right to continue using goods or part thereof; or replace same with substantially equal but non-infringing goods or modify it so it becomes non-infringing; or remove goods and refund the purchase price and the transportation and installation costs thereof.
- Compliance: Seller shall comply with all present and future laws, orders, rules and regulations and requirements of every duly constituted governmental authority, agency or instrumentality which may be applicable in respect of this Purchase Order or its subject matter, including, but not limited to, the Fair Labor Standards Act of 1938, as amended. Seller shall, to the extent Seller shall have actual or constructive notice thereof, comply with such requirements of Buyer in respect of equal employment opportunity and any other matter as Buyer shall from time to time be required by any such governmental authority, agency or instrumentality, whether by contract or otherwise, to cause Seller to comply with including, but not limited to the requirements of Section 202 of Executive Order No. 11246 entitled 'Equal Employment Opportunity', all of the provisions of which shall be deemed to be incorporated herein, and Seller shall promptly furnish to Buyer such certification in respect to any and all of the foregoing as Buyer shall reasonably request from time to time by written notice to Seller. Seller warrants that all goods sold and services furnished hereunder, shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws, regulations, labour agreements, and working conditions to which the goods and services are subject. Seller shall execute and deliver such documents as may be required to effect or to evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference.
- No Assignment: Any assignment of this Purchase Order or of any rights hereunder or hypothecation thereof in any manner, in whole or in part, by operation of law or otherwise, without the prior written consent of Buyer shall be void.
- Applicable Law: Definitions Ð The definition of terms used, interpretation of this agreement, and the rights of all parties hereunder shall be construed under and governed by the laws of the state in which the plant is located of the Buyer who purchases goods under this Purchase Order. Buyer means voestalpine Nortrak Inc. for all goods ordered by its plant located in the state of Wyoming, and Buyer means voestalpine Nortrak Inc. for all goods ordered by its plant in the state of Alabama. Seller means the person, firm or corporation to which this Purchase Order is addressed. The goods means those articles, materials, supplies, drawings, data, and other property and all services, including design, delivery, installation, inspection, and testing specified or required to furnish the goods and services ordered by this Purchase Order.
- Packing for Export - Shipping: SELLER MUST:
- Place the goods at the disposal of the Buyer at the time as provided in the agreement herein, at the point of delivery named or which is usual for the delivery of such goods and for their loading on the conveyance to be provided by the Buyer.
- Provide suitable packaging of the goods so that all items will arrive at the destination in an undamaged condition. And without restricting the generality of the foregoing, the Seller shall pay particular attention to goods susceptible to damage from moisture when stored for a period of time in an uncovered place.
- Any losses or damage will be to the Seller's account and replacement must be made on a no-charge basis.
- Give the Buyer reasonable notice as to when the goods will be at its disposal.
- Bear the cost of checking operations (such as checking quality, measuring, accounting, etc.) which are necessary for the purpose of placing the goods at the disposal of the Buyer.
- Bear all risks and expenses of the goods until they have been placed at the disposal of the Buyer at the time as provided in the Purchase Order, provided that the goods have been duly appropriated to the Purchase Order; that is to say, clearly set aside or otherwise identified as the contract goods.
- Render the Buyer, at the latter's request, risk and expense, every assistance in obtaining any documents which are issued in the country of delivery and/or of origin which the Buyer may require for the purpose of exportation and/or importation.
- If a route or carrier is designated herein, all goods must be forwarded by the route and carrier designated and Seller be fully responsible for any deviation therefrom. When the goods covered by this Purchase Order shall aggregate a carload shipment or more, Seller must forward in carload lots and must insure that all rail cars and trucks are loaded to maximum capacity to insure the lowest possible freight rates obtainable. In the event Seller fails to comply with this requirement, unless duly authorized in writing by Buyer to ship in less than carload or truckload quantities, Seller shall be responsible for the difference of any additional or unnecessary freight charges as determined by Buyer. If an order aggregates less than a minimum carload, Seller must forward the entire quantity at one time unless otherwise authorized in writing by Buyer.
- Modifications: No terms or conditions, other than those stated herein, and no agreement or understanding in any way modifying the terms and conditions herein stated, shall be binding upon Buyer unless made in writing and signed by its purchasing agent.