CONDITIONS AND/OR TERMS AND INSTRUCTIONS
1. Quality – when manufacturing Specifications are referred to on the face of this order, such Specifications shall be deemed to be an integral part thereof as if fully set out herein. All deliveries furnished on this purchase must be of the best and will be subject of the inspection and approval of the buyer. If materials are rejected, the buyer shall by writing so notify the Seller and the Buyer, at its option and at the expense and risk of the Seller, may either return such rejected material to the Seller or hold them for such disposal, as the Seller shall indicate.
2. Changes – Buyer reserves the right to change specifications and delivery dates. Any difference in contract price resulting from such changes shall be equitably adjusted and the contract shall be modified in writing accordingly.
3. Warranty – Seller warrants that the goods covered by this order have been produced and the services in connection with same have been performed, in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended and all other applicable federal, state and local laws, rules and regulations.
Seller expressly warrants that all articles, material and work covered by this order will conform to the drawings, specifications, samples or other description furnished or adopted by the Buyer, and will be fit and sufficient for the purpose intended, merchantable, of good material and workmanship and free from defect. Seller shall by responsible for any consequential damage arising from Buyer’s sales or use of the goods or service subject this contract.
Seller agrees to indemnity, defend and hold harmless the Buyer against and all liabilities whatsoever for damages and/or injuries which may be incurred by the Buyers by virtue of defective materials or workmanship or design defects in the articles or materials supplied hereunder, including all costs and reasonable attorneys fees incurred by Buyer in securing this indemnity. This agreement and warranty shall run to the Buyer, its successors, assigns, customers, and the user of its products.
4. Quantity – The quantity of material as indicated on the face hereof must not be exceeded without authority in writing being first obtained from the Buyer. Buyer reserves the right to return for full credit any excess over quantity called for in this order. Seller to bear the cost involved, including transportation both ways.
5. Invoices – Prepare separate invoice in 5 copies for each order, showing cash, discount terms, point of shipment, transportation charges prepaid of collect.
6. Discount – Discount date, or due date, will calculated from the date invoice is received by Buyer acceptable in accordance with purchase order terms and instructions.
7. Deliveries – Time is of the essence of this ordered. Failure to deliver material of the quality, quantity and within the time or times specified shall, at the option of the Buyer, relieve it of any obligation to accept and pay for such materials, as well as any undelivered installments, if there may be any: and upon failure to deliver as specified the Buyer may buy elsewhere and charge the Seller with any loss incurred thereon, unless deferred shipment be arranged for in writing. Any failure by the Buyer to exercise this option with respect o any installment shall not be deemed to constitute a waiver with respect to subsequent installments.
8. Packing and Cartage – No charge will be allowed for packing, boxing or cartage, unless agreed upon at the time of purchase, but damage to any material not packed to insure proper protection the same will be charge to Seller. Complete packing list must accompany each shipment.
9. Marking – Each package, invoice, bill of lading and shipping notice must be marked plainly with Buyer’s order number.
10. Oral Agreement – No oral agreement or other understating shall in any way modify this purchase order, or the terms or the conditions hereof, writing modifications to be effective must refer to this purchase order number. If this purchase order is not accepted exactly as written, return at once with explanation.
11. Patents – Seller guarantees that Buyer’s purchase, use, or sale of the goods, furnished on this order, in the form in which furnished to buyer will not infringe any valid United States or foreign patent or copyright, and Seller agrees to defend any claim, action or suit that may be brought against buyer for patent or copyright infringement by reason of buyer’s purchase use, or sale of such goods, and Seller also agrees to indemnify buyer and hold buyer harmless against all judgment decrees, damages, costs and expenses recovered against buyer’s or sustained by buyer account of any such actual or alleged infringement.
12. Contract – The contract resulting from acceptance of this purchase order shall be deemed a contract to be constructed and interpreted in according with the laws of the state of Texas, venue for any action brought involving this contract shall be in Dallas county, Texas.
13. Prints – When material is made of the engineer’s blueprints, such design shall not be used elsewhere without the express written consent of buyer.
14. Tools – All blueprints, patterns, or tools preparatory to production of any articles to such design and charges as such are to be considered buyer’s property and may be removed at its option.
15. Insolvency – In the event of the insolvency of the seller, or any assignment by seller for the benefit of its creditors, buyer shall have the right to immediately cancel this order.
16. Assignment – Seller shall not assign this order, nor any interest therein, without buyer’s prior written consent.
17. Draft – Drafts for purchases made will not be honored unless otherwise agreed.
18. Taxes – In the event of the imposition of any tax on the articles and materials herein furnished, which must be borne by the Buyer, Seller agrees to remit to the Buyer, Seller agrees to remit to the Buyer, any refund which Seller might receive by reason of the illegal collection of such tax.
19. Seller – Represent and warrants that the price charged for the article and materials covered by this order is not in violation of any law or government decree, order, rule or regulation.
20. Acceptance – Acceptance of this order implies the acceptance of the above conditions. Seller’s shipment of any goods or commencement of work to be performed hereunder in response to this order without return of the acknowledgement copy thereof, signed by the Seller, shall be considered acceptance by the Seller under this condition (20).
21. Force Majeure – The time during which either party is delayed in completing their scope by circumstances beyond the Party’s reasonable control, including, without limitation, acts of God, pandemics, wars, civil disturbances, riots, strikes, boycotts, court orders, labor disputes, lockouts, or failures, fluctuations or non-availability of utilities and which could not have been reasonably foreseen when this Agreement was executed, shall be added to the completion schedule. If DST believes that delivery will be delayed for any reason, DST shall advise BUYER within five (5) days of DST’s knowledge that the delivery may be delayed. DST agrees to use commercially reasonable efforts to mitigate the extent of any and all delays.
Delta Steel Technologies ORDER ACKNOWLEDGEMENT:
ALL Delta Steel Technologies PURCHASE ORDERS REQUIRE ORDER ACKNOWLEDGEMENTS.
THEY MUST BE ON YOUR COMPANY LETTERHEAD; SIGNED AND DATED. PLEASE REVIEW ALL PURCHASE ORDERS AND SUBMIT ACKNOWLEDGEMENTS UPON RECEIPT OF THE ORDER. IF THERE ARE ANY ERRORS OR REVISIONS REQUIRED PLEASE CONTACT THE PURCHASING DEPARTMENT IMMEDIATELY.
Note: All steel suppliers must provide Mill Certifications for all raw material purchased and received by Delta Steel Technologies. All heat treated material must have heat treating certifications provided upon delivery of material.