Judco Manufacturing -
Supplier Terms and Conditions
Effective October 1, 2006
ACCEPTANCE - This purchase order is an offer.
It may be accepted in accordance with the provisions hereof by
signed acknowledgement or other written consent or by commencement of
Acceptance is expressly limited to the terms and conditions on the
face and back sides and any attachments incorporated by reference
accepted this purchase order shall constitute the entire contract between
the parties. Any
Seller's terms and conditions that conflict with this offer are expressly
rejected by the Buyer and shall not become part of this transaction.
Seller's shipment and acceptance of payment shall be verification of final
acceptance of this agreement.
PRICE AND EXTRA CHARGES - Seller represents and agrees that all
prices quoted and charges for goods and/or work provided hereunder are not
in excess of Seller's list, catalog or published prices nor any price
recently quoted or charged to any other customer of Seller for similar
quantities of goods and/or work.
Seller's prices shall not be higher than stated on the purchase
order unless agreed to in writing by Purchaser.
The prices on the purchase order are exclusive of all city,
state and federal excise taxes and transportation charges.
Unless otherwise stated herein, and subject to Paragraph 3 (Packing, Marking and Shipping),
transportation costs may be added to the invoice as additional charges to
be paid by Purchaser.
PACKING, MARKING AND SHIPPING - Unless otherwise specified
herein or agreed to in writing by Purchaser, all goods to be delivered
hereunder shall be boxed, created or stored without charge and shall be
packed and packaged (a) to insure safe arrival at their ultimate
destination, (b) to secure the lowest transportation cost, and (c) to
comply with requirements of common carriers.
All containers, crating and packing material shall become the
property of Purchaser.
Purchaser's order numbers, part numbers, quantities and symbols
must be plainly and clearly marked on all invoices, packages, bills of
lading, shipping orders and correspondence.
Shipping memos or packing lists must accompany all goods.
Bills of lading or shipping receipts shall be sent to Purchaser on
the date goods are shipped.
Purchaser's count or weight shall be final and conclusive on
shipments of goods not accompanied by a packing list.
INSPECTION - All goods and/or work supplied hereunder shall be
subject to Purchaser's rights of inspection and rejection.
Rejected goods shall be held for Seller's instruction and at
Seller's risk and, if requested by Seller, shall be returned for credit or
refund at Seller's expense.
Rejected goods shall not be replaced by Seller except when
specifically ordered by Purchaser in writing.
Purchaser reserves the right upon request to inspect goods and/or
work on Seller's premises.
Purchaser shall have the right to make use of defective materials
in such manner as it deems advisable when necessary to meet Purchaser's
contractual obligations to its customers, without waiving any right or
remedy which Purchaser may have with respect to such materials.
Payment prior to inspection shall not be deemed a waiver of
Purchaser's right to revoke acceptance with respect to goods containing
CONFIDENTIALITY - Seller shall not without first obtaining
Purchaser's written consent disseminate the fact that Seller has furnished
or has contracted to furnish Purchaser with goods and/or work covered
hereunder, nor, except as is necessary for the performance of this
purchase order, shall Seller disclose any of the details connected with
this purchase order to third parties.
PATENTS - Seller warrants that the goods specified herein and
their sale or use alone or in combination, according to Seller's
specifications or recommendations, if any, will not infringe any United
States or foreign patents.
Seller agrees to defend, indemnify, and hold and save harmless
Purchaser and anyone selling or using any of Purchaser's products
containing Seller's goods against all judgments, decrees, costs, and
expenses resulting from any such alleged infringement by Seller's goods.
Seller agrees that, upon request of Purchaser, Seller shall, at
Seller's own expense, defend or assist in the defense of any action which
may be brought against Purchaser or those selling or using any of
Purchaser's products containing Seller's goods by reason of any such
In the case of Seller's goods, or any part thereof, or the use
thereof in the intended manner in any such suit being held to constitute
infringement and its use enjoined, Seller shall at Seller's own expense,
either procure for Purchaser the right to continue using said goods, or
replace same with non-infringing goods, or modify the goods so they become
non-infringing or remove the goods and refund the purchase price,
transportation charges and installation costs.
Seller hereby grants to Purchaser a license to repair, rebuild and
relocate and to have repaired, rebuilt and relocated the goods purchased
PRODUCT LIABILITY - Seller shall defend, indemnify, and hold
and save Purchaser harmless against all liabilities, claims and demands,
including but not limited to costs, expenses, and attorney's fees, that
may be made by anyone for injuries, including death, to persons and for
other damage related to a product defect, including a design defect in the
goods and/or work purchased hereunder.
TERMINATION AT OPTION OF PURCHASER - The sale of goods and
performance of work hereunder may be terminated by Purchaser at its
option, in whole or in part, at any time by delivery or by mailing written
notice of termination to Seller.
Purchaser shall have such right of termination notwithstanding the
existence with respect to Seller of any of the causes or events specified
in Paragraph 16 (Force Majeure) of this purchase order.
After receipt of a notice of termination Seller shall, unless
otherwise directed by Purchaser, immediately terminate all production of
goods and/or work hereunder and shall, unless otherwise directed by
Purchaser, (a) terminate all orders and subcontracts relating to the
production of goods and/or performance of the work terminated by the
notice of termination, (b) settle all claims arising out of such
termination of orders and subcontracts, transfer title and deliver to
Purchaser (i) all completed goods which conform to the requirements hereof
and which do not exceed, in quantity, the amount authorized for production
by Purchaser, and (ii) all reasonable quantities, but not in excess of
amounts authorized by Purchaser of work in process and goods produced or
material acquired in respect of the performance of the production of goods
and/or work terminated which are of a type and quality suitable for
producing goods and/or work which conforms to the requirements of this
purchase order and which can not be reasonably be used by Seller in
producing supplies for itself or for its other customers, and (c) take all
action necessary to protect property in Seller's possession in which
Purchaser has or may acquire an interest.
Upon termination by Purchaser under this paragraph Purchaser shall
pay to Seller the following amounts without duplication (i) the purchase
order price for all goods and/or work which has been completed in
accordance herewith not previously paid for, and (ii) the reasonable costs
incurred by Seller in protecting property in its possession which
Purchaser has or may acquire an interest.
The provisions of this Paragraph shall not apply if this purchase
order is cancelled by Purchaser for the default of Seller.
CHANGES - Purchaser may at any time by written notice, make
changes in (a) the drawings, designs and/or specifications applicable to
the goods and/or work provided hereunder, or (b) the method of shipment,
packing or place of delivery.
If any such changes affect the time for performance, the cost of
manufacturing the goods or furnishing the work, Purchaser shall make an
equitable adjustment in the purchase price or the delivery schedule or
shall not make any changes in the design, composition or packaging of any
goods ordered hereunder without prior written approval of Purchaser.
BAILED PROPERTY - Unless otherwise provided hereunder any
sample, supply, material, facility, tool, die, jig, fixture, gage, mold,
design, pattern, specification, description, or equipment heretofore or
hereafter furnished by Purchaser in connection with this purchase order,
or for which Seller has been paid or reimbursed by Purchaser, shall be and
remain the property of Purchaser, and Seller shall bear the risk of loss
of and damage to such property, normal wear and tear excepted.
Such property shall at all times (a) be properly housed and
maintained by Seller, (b) be deemed to be personalty, (c) be marked
"Property of Judco Manufacturing, Inc." by Seller, (d) not be
commingled with the property of Seller or with that of a third party, and
(e) not be moved from Seller's premises without Purchaser's prior written
termination of work hereunder or upon request of Purchaser, such property
shall (a) be immediately delivered to Purchaser by Seller, F.O.B. cars or
trucks at Seller's plant, properly packed and marked in accordance with
the requirements of the carrier selected by Purchaser to transport such
property, or (b) be immediately delivered to Purchaser by Seller at any
location designated by Purchaser in which event Purchaser shall pay to
Seller the cost of delivering such property to such location.
Upon reasonable prior notice, Purchaser shall have the right to
enter into Seller's premises at all reasonable times to inspect such
property and Seller's records with respect thereto.
MODIFICATION OF PURCHASE ORDER AND NON-ASSIGNMENT - This
purchase order, together with any written instructions issued hereunder,
contains the complete and final agreement between Purchaser and Seller.
No agreement or other understanding in any way purporting to modify
the terms and conditions hereof shall be binding upon Purchaser unless
otherwise agreed to by Purchaser in writing on or subsequent to the date
of this purchase order.
Seller shall not delegate in any manner, to any other person or
entity, the goods to be supplied and/or work to be performed hereunder.
Seller may assign moneys due and to become due under this purchase
order, provided, however, that Buyer shall be entitled to assert against
the assignee thereof all rights, claims and defenses of every type which
Purchaser could assert against Seller, including without limitation,
rights of setoff, recoupment, and counterclaim, whether acquired prior or
subsequent to such assignment.
FREIGHT RATES, CUSTOM DUTIES, IMPORT TAXES, EXCISE TAXES AND SALES
TAXES - Any reduction in Seller's costs resulting from a reduction on
freight rates, custom duties, import taxes, excise taxes and/or sales
taxes from those in force on the date hereof shall be paid to Purchaser by
Seller in reduction of the price of the goods and/or work ordered herein.
APPLICABLE LAW - This purchase order shall be construed and
governed according to the laws of the State of California.
PREMIUM SHIPMENTS - Time is the essence hereof.
If any goods and/or work is not delivered within the time specified
herein or within a reasonable time if no time is specified, Purchaser may
either (a) refuse to accept such goods and/or work and terminate this
purchase order, or (b) require Seller to ship the goods and/or work by a
more expeditious method of transportation than that originally specified
additional transportation charges in excess of those which would apply for
the usual means of transportation shall be paid by Seller.
WARRANTY - Seller warrants that all goods and/or work delivered
hereunder shall (a) be of the quality, dimension and description as
specified in this work order and strictly in accordance with any and all
specifications, drawings, samples, etc., if any, as approved by Purchaser,
(b) be free from all defects, patent and latent, in workmanship and
material, and (c) be of merchantable quality and fit for the intended
purpose within the meaning of the California Commercial Code.
Said warranties shall survive inspection, delivery and payment and
shall run to Purchaser, its successors, assigns, customers and the users
of its products and shall not be deemed to be exclusive.
There shall be no exclusions from Seller's liability for incidental
and consequential damages on account of failure of Seller's goods and/or
work to conform to the above warranties.
Purchaser shall be promptly reimbursed for all cost and expenses of
handling, inspection, and return of defective goods and/or work.
Seller expressly assumes all risk of loss or damage to such items
returned by Purchaser while same are in transit.
The warranties and remedies provided for in this Paragraph and
Paragraph 4 (Inspection) shall be in addition to those implied by or
available at law and shall exist notwithstanding the acceptance by
Purchaser of all or a part of the goods and/or work delivered hereunder.
Unless otherwise specified herein, all goods and/or work shall be
delivered free and clear of any security interest, lien or encumbrance of
FORCE MAJEURE - Neither Purchaser nor Seller shall be liable
for a failure to perform hereunder arising from causes or events beyond
the reasonable control and without fault or negligence of Purchaser or
Seller in failing to perform hereunder, including but not limited to,
labor disputes of any nature, shortages of materials or labor, Acts of God
or of the public enemy, or government regulations or restrictions.
INTELLECTUAL PROPERTY RIGHTS - Purchaser retains ownership of
all intellectual property and proprietary data disclosed to Seller in
connection with this purchase order.
Seller shall not disclose such intellectual property or data to
others unless already known to the general public.
For the purposes of this paragraph, proprietary data means all
design, engineering and technical information (whether patentable or not)
and other information relating to Purchaser's trade secrets.
Purchaser's trade secrets include but are not limited to secrets of
manufacture contained in Purchaser's manufacturing methods and processes,
treatments, chemical compositions, plant layout and tooling.
To the extent this is a purchase order for consulting services,
consultant does hereby assign to Purchaser, all rights, title and interest
in and to any and all ideas, invention, improvements, materials,
copyrightable materials or the like, conceived or made by Seller as a
result of or relating to work performed hereunder.
Such assignment includes all proprietary rights appurtenant thereto
and Seller will sign any documents necessary to confirm such assignment.