Purchase Order Terms

(If printed uncontrolled, latest version can be found @ ifpl.com)

This Purchase Order includes and is subject to the following terms and conditions:

  1. ORDER ACCEPTANCE:

Written acceptance of this Purchase Order, commencement of any work or services pursuant to this Purchase Order, shall constitute acceptance of this Purchase Order. Such acceptance is limited to these terms and conditions. All terms and conditions proposed by Seller that contradict, are different from or are in addition to this Purchase Order are expressly rejected by Buyer. No verbal agreement or other understanding that attempts in any way to modify the conditions of the agreement resulting from this Purchase Order will be binding upon Buyer. Any modification to this Purchase Order shall be made only in writing signed by both parties to this Purchase Order, with final agreement by Buyer. The placement of this Purchase Order by Buyer is specifically conditioned upon the terms and conditions stated herein and entirely excludes any terms and conditions that Seller may seek to impose in its invoice or any other communication, except to the extent that such terms and conditions have been expressly agreed in writing by Buyer.

  1. PRICE:

This Purchase Order shall not be executed at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on this Purchase Order includes all subcontracting costs associated with this Purchase Order. Buyer shall have no responsibility for any increased costs incurred by Seller in connection with any material procured, labour or subcontractors, unless such additional costs shall have been agreed to in writing by Buyer. (a) Seller warrants that the prices specified herein are no less favourable than prices given by Seller to any other customer for like merchandise (after consideration of all discounts, rebates and allowances). (b) The prices specified on this Purchase Order include all local, national, state and federal taxes, domestic or foreign, that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller’s invoices and shall be paid by Buyer, unless an exemption is available. Seller shall provide Buyer with appropriate evidence of the payment thereof to the Governmental/ regulatory authority, if so requested by the Buyer. (c) Unless otherwise agreed to in writing by the Buyer, the price specified on this Purchase Order includes all charges for packing, storage, documentation and transportation. Incoterms are specified on the Purchase Order. Seller shall pay all delivery charges in excess of that Buyer has agreed to pay. Seller warrants that the prices will comply with applicable government law and regulations. Buyer shall, in no event, be responsible for any liability that may become due on account of any alleged non-payment of any or all taxes, levies, duties, assessments, deductions, penalties or interest thereafter.

  1. PACKING / SHIPPING:

All shipments must be accompanied by a packing slip, which describes the articles, states the Purchase Order number, and shows the shipment’s destination. Seller agrees to promptly forward the original bill of lading or other shipping receipt for each shipment in accordance with Buyer’s instructions. No charges will be allowed for packing, crating, and transportation unless stated in this Purchase Order or agreed in writing with the Buyer. (a)Equipment shipped hereunder must be must comply with all Buyer’s specifications concerning compliance with local, national, state, and federal environmental regulations, including, but not limited to, those dealing with air pollution control, waste water control, chemical usage, and employee exposure. Seller shall bear all liability for spillage if the shipment does not so comply.

  1. DELIVERY, DAMAGES OR LOSS:

Deliveries shall be made both in quantities and at times specified on this Purchase Order or in Buyer’s schedules. Buyer shall not be required to make payment for goods delivered to Buyer that are in excess of quantities specified in Buyer’s delivery schedule on this Purchase Order or in written releases issued by Buyer, unless the Buyer states otherwise in writing. (a) In the event Seller fails to meet the agreed upon delivery requirements for reasons other than those specified in paragraph 12 below, and Buyer requires a quicker method of transportation for the goods than the transportation method originally specified, Seller shall ship the goods as expeditiously as possible at Seller’s expense. (b) Seller shall be responsible for and bear the risk of any loss or damage to the goods until received by the Buyer. It shall be responsibility of the Seller to arrange insurance of the goods during the aforesaid transit. The Buyer agrees to furnish all such information as may be required by the Seller to affect the aforesaid insurance.

  1. INVOICING:

Seller agrees to promptly render after delivery of goods or performance of services, correct and complete invoices to Buyer and to accept payment by cheque or, at Buyer’s discretion, other cash equivalent (including drafts or electronic transfer of funds). Payment shall become due as per the payment terms stated on the Purchase Order, following the date on which the Buyer receives the goods or services, except as may otherwise be agreed by the parties in writing. Buyer may withhold payment pending receipt of evidence, in such form and detail as Buyer may direct, of the absence of any liens, encumbrances, and claims on the goods or services provided under this Purchase Order. Buyer may set off any amount owed by Seller or any of its affiliated companies to Buyer, against any amount owed by Buyer to Seller under this Purchase Order.

  1. SELLER WARRANTIES:

Seller expressly warrants that all goods or services covered by this Purchase Order (i) conform to the Purchase Order, specifications, drawings, samples, and descriptions furnished to or by the Buyer, (ii) are merchantable, of good material and workmanship, and free from defect, and (iii) are fit and sufficient for the particular purpose intended by Buyer. If Seller has participated in the design of the item or approved the design, Seller also warrants that the items are free from defects in design. All goods and services are subject to Buyer’s inspection. Payment for, inspection of, or receipt of goods or services shall not constitute acceptance of the goods or a waiver of any breach of warranty.

  1. REJECTION OF GOODS:

Buyer will be entitled to notify Seller of any shortages or damages to the goods up to 30 days from the date on which the goods are delivered to Buyer. Non-conforming or defective goods found afterwards may be returned to the Seller within the Seller’s warranty period, for, at the Buyer’s option, full credit or replacement with new goods at the Seller’s risk and expense, including all expenses for labour and materials in dealing with or removing the defective parts, all charges for handling, sorting, packaging and transportation both ways. No replacement of non-conforming goods may be made except as authorized by a replacement order signed by Buyer. Seller shall be given a reasonable opportunity to inspect the damaged goods at its own cost within a period of 30 days from the date of return of nonconforming or defective goods.

  1. CHANGES:

Buyer at any time in writing may make changes in the drawings, designs and specifications of the goods or otherwise change the scope of the work covered by this Purchase Order, including work with respect to such matters as drawings, designs, specifications, inspection, testing or quality control, the method of packing and shipping, the place of delivery, shipping instructions, and quantity or delivery schedules. Seller agrees to promptly make such changes. If such changes affect the cost or time required for performance, and if Seller makes claim for adjustment in writing within fourteen (14) days of receipt of notification of change, an equitable adjustment shall be made by the parties, and this Purchase Order shall be modified accordingly. Otherwise, such claim for equitable adjustment is waived and the Purchase Order shall be deemed to be modified. Seller shall continue performance of the Purchase Order, as changed, pending agreement on the amount of an equitable adjustment. Nothing contained in this Purchase Order shall relieve or excuse Seller from proceeding without delay in performing this Purchase Order as changed. Seller shall not make any change in design, processing, packing, shipping, or place of delivery without Buyer’s prior written approval.

  1. CANCELLATION FOR INSOLVENCY:

Buyer may immediately terminate this Purchase Order without liability upon the happening of any of the following or any other comparable event: (i) insolvency of the Seller; (ii) filing of a voluntary or involuntary petition in bankruptcy by or against Seller; (iii) appointment of a receiver or trustee for Seller; (iv) any accommodation by Buyer, financial or otherwise, not contemplated by this Purchase Order, that are necessary for Seller to meet its obligations under this Purchase Order; Seller will reimburse Buyer for all costs Buyer incurs in connection with any of the foregoing whether or not this Purchase Order is terminated, including, but not limited to, all legal or other professional fees.

  1. CANCELLATION FOR CONVENIENCE:

In addition to any other rights of Buyer to cancel or terminate this Purchase Order, Buyer may terminate all or any part of this Purchase Order at any time and for any reason by giving written notice to Seller. Upon receipt of such notice, Seller will immediately stop work on this Purchase Order or the terminated portion thereof, and notify any subcontractors to do likewise. Buyer shall pay to Seller the Purchase Order price for all goods or services that have been completed in accordance with this Purchase Order and not previously paid for. Where articles or materials are to be specifically manufactured for Buyer hereunder and where Seller is not in default, an equitable adjustment shall be made to cover Seller’s actual cost for work-in-process and raw materials as of the date of termination to the extent such costs are reasonable in amount and are properly allocable or apportioned under generally accepted accounting principles to the terminated portion of this Purchase Order. Buyer will not be liable for any charges or expenses incurred by Seller in advance of the normal lead time necessary to meet scheduled delivery dates nor for any expenses, charges or liability incurred subsequent to the giving of notice of cancellation. Buyer will make no payments for finished goods, work-in-process, or raw materials in amounts in excess of those authorized by Buyer or for any undelivered goods which are in Seller’s standard stock or which are readily marketable. Seller shall submit any claim to Buyer within thirty (30) days after the date of termination or such claim shall be waived. Payments made to Seller under this Section 10 represent the sole responsibility of Buyer in case of cancellation of the Purchase Order and Seller agrees not to charge any other costs, expenses or fees to Buyer nor shall Buyer be liable for any other costs, expenses or fees arising out of the cancellation or termination of the Purchase Order under this Section 10.

  1. CANCELLATION FOR DEFAULT:

In addition to any other remedies or rights afforded by law, Buyer reserves the right to cancel all or any part of this Purchase Order, for default of Seller, if Seller: (i) repudiates or breaches any of the terms of this Purchase Order, including Seller’s warranties; (ii) fails to perform services or deliver goods as specified by Buyer; or (iii) fails to make progress so as to endanger timely and proper completion of services or delivery of goods, and does not correct such failure or breach within ten (10) days after receipt of written notice from Buyer specifying such failure or breach. If Buyer terminates its purchase obligations pursuant to this paragraph, Buyer shall have no obligations to Seller in respect of the terminated portion of this Purchase Order and Buyer’s liability shall be limited to the delivered portion of this Purchase Order at the rate specified on the face hereof. Buyer shall be entitled to recover all damages or losses attributable to such repudiation, breach, or failure by Seller.

  1. EXCUSABLE DELAYS / FORCE MAJEURE:

Neither party shall be liable for a failure to perform that arises from causes or events beyond its reasonable control and without its fault or negligence, including but not limited to acts of God or the public enemy, actions by any domestic or foreign governmental authority (whether valid or invalid), fires, riots, wars, sabotage, acts of terrorism, labour problems (including strikes and slowdowns), or inability to obtain materials. The affected party shall give written notice of such delay, including the anticipated duration thereof, to the other party within seven (7) days of the beginning of the delay. If Seller is the affected party, Seller shall take all reasonable action, including, but not limited to, utilizing temporary production facilities or a temporary workplace, or moving existing tooling to third party production facilities in order to ensure that the supply of product meets the requirements of this order. During the period of such delay or failure to perform by Seller, Buyer may purchase goods from other sources and reduce its schedule to Seller by such quantities without any liability. If requested by Buyer, Seller shall, within seven (7) days of such request, provide adequate assurances that the delay shall be mitigated and a confirmed schedule of delivery will be provided to the Buyer by the Seller. If the Seller does not provide adequate assurances that the delay will cease, Buyer may immediately cancel this Purchase Order without liability.

  1. LABOUR / INDUSTRIAL DISPUTES:

Seller will notify Buyer immediately of any actual or potential labour / industrial dispute delaying or threatening to delay the timely performance of any open purchase order.

  1. CONFIDENTIALITY /NON-DISCLOSURE OF INFORMATION, DESIGNS AND DATA:

Seller shall keep confidential, during the existence of this Purchase order as well as after, the features of any equipment, tooling, patterns, designs, drawings, processes, engineering and business data and other technical and proprietary information (without limitation), furnished by Buyer and use such items only in production of supplies under Purchase Orders from Buyer, unless Buyer’s written consent is first obtained. Upon termination or completion of this Purchase Order, if Buyer expresses intent, Seller shall return all such items to Buyer or make other disposition, as directed by Buyer.

  1. INTELLECTUAL PROPERTY:

Seller warrants that any materials, supplies or other goods furnished by Seller or its affiliates to Buyer (except such goods as are manufactured by the Seller strictly as per Buyer’s specifications and designs) will not infringe any UK, EU, United States or foreign patent, trademark, copyright, or mask work right by reason of their manufacture, use or sale, and will not misuse or misappropriate any trade secret. (a) Seller agrees to (i) indemnify, defend, and hold harmless Buyer, its agents, employees, successors and customers against all such claims, demands, losses, suits, damages, liabilities and expenses (including reasonable legal fees) arising out of any suit, claim or action for actual or alleged direct or contributory infringement of, or inducement to infringe, any UK, EU, United States or foreign patent, trademark, copyright, or mask work right by reason of the manufacture, use, or sale of the goods or services Purchase Ordered (except such goods or services as are manufactured by the Seller as per Buyer’s specifications and designs), including infringement arising out of compliance with specifications furnished by Buyer, or for actual or alleged misuse or misappropriation of a trade secret resulting directly or indirectly from Seller’s actions; (ii) waive any claim against Buyer under the Uniform Commercial Code or otherwise, including any copyright or mask work right infringement or the like, including claims arising out of compliance with specifications furnished by Buyer; and (iii) grant to Buyer a worldwide, non-exclusive, royalty-free, irrevocable license to repair and have repaired, to reconstruct and have reconstructed, the goods ordered by this Purchase Order. Seller assigns to Buyer all right, title and interest in and to all trademarks, copyrights and mask work rights in any material specifically created for Buyer under this Purchase Order.

  1. TOOLING AND EQUIPMENT:

Buyer shall have title to and the right of immediate possession of any tools, jigs, dies, pattern, equipment or materials furnished or paid for by Buyer, and Seller shall not use such tooling while in its possession for any work other than that of Buyer. In the event Seller purchases such tooling with Buyer’s funds or is reimbursed by Buyer, Seller shall execute a Bill of Sale and any and all other documents necessary to transfer title free and clear of any liens to Buyer. While in Seller’s possession, such property shall be held by Seller as a bailee and shall be maintained in good and usable condition at no further cost to Buyer. Seller shall maintain and administer a programme for the maintenance, repair and preservation of such property, and appropriate identification of its ownership in accordance with sound industrial practice. When requested, Seller shall furnish inventory manifests / schedules on the property, or return the property to Buyer in the condition in which it was received, except for reasonable wear and tear and consumption in the normal performance of work for Buyer. Any material furnished by Seller and paid for by or charged to Buyer shall be owned by Buyer and held by Seller as a bailee and Seller shall assume the risk for any damage or loss thereto. Seller shall indemnify and hold Buyer, its agents and employees, harmless against all claims, demands, liabilities, costs and expenses, based upon or arising out of the use, storage or handling of the equipment and/or tooling until returned to Buyer’s possession. Seller shall sign, or hereby authorizes Buyer to sign on its behalf, any documents deemed reasonably necessary by Buyer, to be filed with local, national, State or Federal officials to record Buyer’s title and interest in any tools, jigs, dies, patterns, equipment or materials furnished or paid for by Buyer.

  1. INDEMNIFICATION AND INSURANCE:

Seller shall indemnify, defend, and hold harmless Buyer, its agents, employees, customers, and users of its and their products against any and all suits, actions or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, damages, costs, expenses, or liabilities, including reasonable legal fees, resulting from the death or injury to any person or damage to any property arising out of or in any way connected with the performance of this contract by Seller or the goods provided hereunder, or with respect to matters and allegations that the goods are defective, unfit or unsafe, or that the goods do not meet applicable laws or regulations, even if the loss results from the, concurrent or partial negligence of Buyer. At Buyer’s request, Seller shall defend such claims or suits at Seller’s expense by reputable counsel satisfactory to Buyer.

  1. TECHNICAL INFORMATION:

Seller agrees not to assert any claim (other than a claim for patent infringement) with respect to any technical information that Seller has disclosed or may hereafter disclose to Buyer in connection with the goods or services covered by this Purchase Order.

  1. AUDIT RIGHTS:

Buyer shall have the right, at any reasonable time, to send its authorized representatives to examine all of the Seller’s documents and materials relating to Seller’s obligations hereunder or relating to Seller’s charges to Buyers. Seller shall maintain all pertinent books and records relating to this purchase order for a minimum period of seven (7) years after completion of delivery of goods pursuant to this Purchase Order, unless agreed in writing with Buyer.

  1. COMPLIANCE:

In providing goods or services hereunder, Seller will comply with any and all applicable local, national, state and federal laws and regulations.

(a) Seller represents that it is in compliance with all local, national, state and federal laws, rules, and regulations relating to equal employment opportunity and affirmative action in the employment of minorities, women, individuals with disabilities. All such laws, rules, and regulations are incorporated herein by reference and Seller agrees not to discriminate against any employee or applicant for employment because of age, race, colour, religion, sex, national origin, lifestyle choice or physical/mental disability that is not related to the performance of the specific position.

(b) Seller will indemnify, defend, and hold harmless Buyer, its agents, employees, customers, and users of its goods against any and all suits, actions or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, damages, costs, expenses, or liabilities, including reasonable attorneys’ fees, resulting from or arising out of any failure of Seller or Seller’s employees, agents, and subcontractors to comply with any applicable laws and regulations.

(c) Seller agrees to provide all information necessary, if requested, for Buyer to comply with all applicable laws, regulations and related legal reporting obligations in the country (ies) of destination. Seller agrees to provide all documentation and/or electronic transaction records to allow Buyer to meet customs related obligations, any local content/origin requirements, and to obtain all tariff and trade program duty avoidance(s) and/or refund benefits, where applicable. Seller further agrees to assume, and to indemnify Buyer against, any and all financial responsibility arising from Seller’s failure to comply with these requirements and/or to supply Buyer with the information required to meet legal reporting obligations, including, without limitation, any fines, penalties, forfeitures, or counsel fees incurred or imposed as a result of actions taken by the importing country’s government.

(d) Seller shall use commercially reasonable efforts to ensure that all goods supplied to Buyer are subject to ITAR, EAR, other anti-terrorism, conflict mineral legislation and the processes used to make them shall minimize life-cycle environmental impact, including minimizing waste generation, the use of energy and non-renewable resources, and the emission of greenhouse gases; and shall maximize the use of recycled, recyclable, biodegradable and nontoxic materials, and as specified in REACH, RoHS and international environmental legislation (unless otherwise exempt).

(e) IFPL operates an environmental Green Policy – when required by IFPL, for component parts the seller shall provide full composition breakdown, where all component parts are identified and detailed to individual level with respect to chemical composition, ideally with CAS (Chemical Abstracts Service) numbers and individual mass and percentage of total part.

  1. ETHICAL CONDUCT:

Seller’s employees shall comply with their Supplier Code of Conduct. IFPL operates an Anti-Bribery Policy, which can be found on its website @ ifpl.com

  1. QUALITY CONTROL:

Seller shall maintain adequate and consistent quality control inspection and testing to assure that goods will consistently conform to specified requirements, and shall, at Buyer’s request, furnish substantiated results of quality control inspections and testing in accordance with the Quality Assurance Requirement on the Purchase Order. Seller shall notify Buyer in writing before changing in any way Seller’s specified requirements or processes used in production of supplies ordered by Buyer under this Purchase Order. Buyer’s specified requirements used in production must not be changed without Buyer’s prior written consent.

  1. WORK / SERVICES AT OTHER LOCATIONS:

If labour or services in connection with this Purchase Order are performed at any locations occupied or under control of Buyer or other party, Seller agrees to indemnify and hold harmless Buyer, its agents, employees, customers, and users of its and their products against any and all suits, actions or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, damages, costs, expenses, or liabilities, including reasonable attorneys’ fees, arising out of or related to the labour and services to be provided, whether or not related to the conduct of Buyer, its employees or agents.

  1. REPLACEMENT PARTS / OBSOLESCENCE:

Seller shall, in the case of goods requiring servicing, stock replacement parts sufficient to meet Buyer’s needs for a period of not less than fifteen (15) years after the last shipment of any goods, unless agreed in writing with the Buyer. Replacement parts will be made available to Buyer at competitive prices not exceeding those charged to other comparable customers of Seller. Seller will also notify Buyer in writing 18 months prior to the discontinuation of any materials or parts, with Buyer reserving the right to place a Last Time Buy to mitigate any End of Life product.

  1. GENERAL / MISCELLANEOUS:

This Purchase Order, together with any attachments, exhibits, manuals, or supplements specifically referenced herein, and any written, existing “Supplier Agreement” or the like between Buyer and Seller, constitutes the entire agreement between Seller and Buyer with respect to the matter contained herein and supersedes all prior oral or written representations and agreements.

(a) Seller may not assign or delegate its obligations under this Purchase Order without Buyer’s prior written consent.

(b) This Purchase Order includes all related customs duty, excise duty, value added tax and sales-tax drawback/refund rights, if any, including rights developed by substitution and rights that may be acquired from Seller’s supplier(s) which Seller can transfer to Buyer. Seller agrees to inform Buyer of the existence of any such rights and upon request to supply such documents as may be required to obtain such drawback/refund.

(c) The failure of either party at any time to require performance by the other party of any provision of this Purchase Order shall in no way affect the right to require such performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of this Purchase Order constitute a waiver of any succeeding breach of the same or any other provision.

(d) Seller and Buyer are independent contracting parties and nothing in this Purchase Order shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.

(e)This Purchase Order is to be construed according to the laws of the United Kingdom of Great Britain and Northern Ireland, and shall be subject to the courts of competent jurisdiction.

(f) If any term of this Purchase Order is invalid or unenforceable under any statute, regulation, ordinance, executive Purchase Order, or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, Purchase Order or rule, and the remaining provisions of this Purchase Order shall remain in full force and effect.

(g)The rights and remedies reserved to Buyer in this Purchase Order shall be cumulative and additional to all other remedies available to Buyer in law or equity.

(h) Seller’s covenants, representations and warranties hereunder shall survive any delivery, inspection, payment or acceptance and any completion, termination or cancellation of this Purchase Order.