In the following terms & conditions the term “Company” shall
mean Rovanco Piping Systems, Inc. and the term “Supplier” shall
mean the person, firm or company to which this Purchase Order is delivered.
- PLACING OF ORDERS.
- The Company shall have no liability for orders purporting to
be given by the Company unless said orders are issued on the Company’s
official printed Purchase Order form.
- This Purchase Order is subject to the following terms & conditions,
and to those appearing on the face hereof, only, and no addition
or deletion, or other agreement, promise or covenant heretofore or
hereafter proposed by Supplier shall become binding upon the Company,
whether advanced by document, purchase agreement, confirmation, or
other wise, unless expressly accepted by the Company in writing.
The Company hereby gives notification of objection to all terms and
conditions heretofore or hereafter proposed by Supplier different
from or additional to those specified in this Purchase Order, and
in no event shall the Company’s silence or any action by the
Company be construed as the Company’s assent to any such different
or additional terms or conditions. Supplier shall be deemed to have
accepted this Purchase Order and all of the terms and conditions
contained herein and on the face hereof by executing and returning
to the Company the acknowledgment copy hereof, by delivering the
products described on the face hereof and being ordered hereby (the “Products”)
to the Company, or by taking such other action, including the identification
of the Products to this Purchase Order, which leads the Company
to reasonably believe that Supplier intends to fulfill this Purchase
Order. The terms and conditions specified on the face hereof shall
be controlling in the event of any conflict thereof with the terms
and conditions set forth herein. Wavier by the Company of any term
or condition hereof in any instance shall not constitute a wavier
of such term or condition in any other instance, whether under
this or any other Purchase Order, and no alleged or actual contrary
course of conduct shall serve to contradict the express terms and
conditions hereof.
- The information contained in the Purchase Order shall be treated
as strictly confidential and Supplier shall not publish or disclose
the details hereof to any third party without the Company’s
prior written consent.
- DELIVERY.
- Unless otherwise specified on the face hereof, all shipments
of the Products shall be F.O.B. the Company’s plant in Joliet,
Illinois.
- Title to and risk of loss of any of the Products, including damages
and theft in transit, shall only be transferred to the Company
upon the receipt, inspection and acceptance thereof by the Company
at the Company’s plant in Joliet, Illinois, or at such other shipment
destination as may be specified on the face hereof, regardless of
freight payment terms and whether any carrier or shipping agent has
been specified by the Company. In the event any of the Products are
not delivered to the Company’s plant in Joliet, Illinois,
or to such other shipment destination as may be specified on the
face hereof, Supplier shall be responsible for any additional expense
incurred in delivering the Products to the correct destination.
- The Products must arrive during normal working hours unless previously
agreed to by the Company.
- All shipments of the Products must be accompanied by a packing
list dated and the date of shipment containing this Purchase Order
number and other relevant details. If Supplier fails to include
a packing list with the shipment the Company’s count shall
be final and binding for all Purposes.
- INVOICES. Invoices containing this Purchase Order number
must be received in duplicate by the Company.
- Payment. Unless otherwise specified on the face hereof, term of payment will be cash, due net 30 days.
The company shall be entitled to set off any sums due Supplier under this Purchase Order against any sum
due from Supplier to the Company pursuant to, or in connection with, any other agreement between
Supplier and the Company. Credit cards are accepted, but will be charged a 3-1/2% processing fee.
- PACKING MATERIALS. The Products shall, at Supplier’s sole
expense, be packed in suitable cases and packaging materials so as
to prevent any damage thereto during shipment thereof. In the event
Supplier requests the return of any cases or packaging materials,
such return shall be solely at the expense of Supplier and all risk
of loss thereof, including damage and theft in transit, shall be
on Supplier.
- DELAY IN DELIVERY. In the event Supplier shall fail to meet any
delivery date specified in this Purchase Order, whether for all or
any part of the Products and regardless of whether such failure is
for causes beyond Supplier’s control, the Company reserves
the right to cancel all or any part of the undelivered Products and
return all or any part of the delivered Products as aforesaid, the
Company shall have no liability for the cancelled or returned Products
and Supplier shall immediately refund to the Company all sums which
the Company had previously paid Supplier therefore.
- INSPECTION. The Company shall have the right to inspect the Products
prior to the shipment thereof or at the point of destination. Any such
inspection shall not relieve Supplier from any responsibility or liability
to the Company or its customers for defects in the Products or in any
way be deemed to constitute an acceptance thereof by the Company. Upon
request, the Company shall be entitled to check and inspect the manufacturing
progress of the Products.
- REJECTION. The Company shall be entitled to reject any Products
delivered hereunder which are found to be defective in design, quality
or construction or which do not conform to the Company’s specifications or the
description thereof on the face hereof, and to cancel all or any part
of any undelivered Products, whether or not such defect or failure
to conform is discovered upon or after delivery and / or inspection
of the Products. Supplier shall, at the Company’s option, promptly
replace or repair, at Supplier’s sole expense, or refund the
purchase price of, all Products rejected or cancelled by the Company.
Rejected Products which are not replaced or repaired as herein provided,
will be held for Supplier’s instructions at Supplier’s
risk, and as Supplier so directs, will be returned at Supplier’s
expense. If the Company does not receive prompt instructions from
Supplier, the Company shall be entitled to receive reasonable storage
charges for the rejected Products. Payment for any of the Products
shall not constitute acceptance thereof and is without prejudice
to any and all claims that the Company may have against Supplier.
- ITEMS PROVIDED BY THE COMPANY. Any patterns, jigs, tooling, drawings,
designs, materials or other items furnished by the Company to Supplier
for the performance of this Purchase Order shall remain the property
of the Company. Upon the request of the Company, Supplier, at its expense,
shall promptly return said items to the Company in good condition after
use; provided, however, that until such time as said items are returned
to the Company, Supplier shall be responsible for any loss thereof
or damage thereto.
- CONFIDENTIAL INFORMATION. Any information derived from any plans,
drawings, designs or other materials furnished by the Company or in
any other way communicated to Supplier by the Company shall be regarded
as confidential and shall not be published or disclosed by Supplier
to any third party or be used by Supplier without the prior written
consent of the Company, except for the purpose of performing this Purchase
Order.
- INDEMNIFICATION. Supplier hereby agrees to indemnify the Company
and its directors, officers, shareholders, employees, agents, servants
and representatives against, and to hold each of them harmless from,
and all liability, loss, cost, expense, or damage, including, without
limitation, court costs and reasonable attorneys fees, which any of
them may incur as the result, either directly or indirectly, of
- any injury to persons or damage to property caused by the Products
or the use thereof,
- any infringement or alleged infringement by the Products of patent,
copyright, trade name or trademark rights of third parties, or
- any violation by Supplier or the Products of any municipal,
state or federal laws or regulations pertaining to the Products
or their sale. Supplier shall procure and maintain liability
insurance with such coverage and limits as shall be adequate
to cover the risks assumed hereunder and such additional coverage
as may be specified on the face of this Purchase Order and, upon
the request of the Company. Supplier shall provide the
Company with a current certificate of insurance naming the Company
as an additional insured and providing that the insurance policy
shall not be cancelled or modified without ten days prior written
notice to the Company.
- BANKRUPTCY OR INSOLVENCY. If any one or more of the following events
shall occur:
- Supplier becomes insolvent or bankrupt or admits in writing its
inability to pay its debts as they mature or makes as assignment
for the benefit of creditors or applies for or consents to the
appointment of a trustee or receiver for it or the major part of
its property; or
- a trustee or receiver is appointed for Supplier or for the major
part of its property; or
- bankruptcy, reorganization, arrangement, insolvency, or liquidation
proceedings or other proceedings for relief under any bankruptcy
law or laws for the relief of debtors are instituted by or against
Supplier; then the Company shall be entitled to cancel the unfilled
portion of this Purchase Order immediately upon the delivery of
a written notice of cancellation to Supplier without any further
liability whatsoever to Supplier for said cancelled Products, and
thereupon, any property of the Company in the possession or under
the control of Supplier shall be immediately returned to the Company.
- FABRICATION AND MATERIAL COMMITMENTS. Unless otherwise authorized
in writing by the Company, Supplier shall not make commitments for
materials for the fabrication of the Products, nor fabricate the Products
in advance of, the time necessary to permit the Supplier to meet the
shipment date or dates for the Products as specified on the face hereof.
- CANCELLATION. The Company may cancel this Purchase Order in whole
or in part and at any time by delivery to Supplier of written notice
of cancellation. In the event such a cancellation by the Company
is finally adjudicated by a court of competent jurisdiction to have
constituted a breach of this Company’s agreement with Supplier
and to have caused Supplier damages, Supplier’s sole remedy against
the Company shall be limited to the recovery of it’s damages
up to an amount equal to the lesser of Supplier’s lost profits
on the Products or the reasonable costs Supplier had incurred in the
performance of this Purchase Order prior to the delivery thereto of
the Company’s notice of cancellation, all other remedies which
Supplier might have against the Company, statutory or otherwise,
including, without limitation, special, incidental or consequential
damages, being hereby expressly excluded.
- WARRANTIES. Supplier represents and warrants that all of the Products
shall be of good and merchantable quality and in exact accordance
with the descriptions or specifications set forth on the face hereof,
free from defects in workmanship, materials and design. If the Company
has heretofore communicated to Supplier or specified on the face
hereof the particular purpose for which the Products will be used,
Supplier represents and warrants that the Products will be fit for
the particular purpose intended by the Company. All warranties of
Supplier shall survive delivery and shall not be deemed waived by
the Company for any reason whatsoever, including without limitation,
the Company’s inspection
or acceptance of, or payment for, the Products.
- DEFAULT. In the event of a default or breach by Supplier in the
performance of any of it’s obligations, hereunder, in addition to any and
all other rights and remedies which the Company shall have against
Supplier. Supplier shall be liable to the Company for all costs and
expenses incurred by the Company in enforcing its rights hereunder,
including, without limitation, court costs and reasonable attorneys’ fees.
- GOVERNING LAW. This Purchase Order and the performance there by the
Company and Supplier shall be governed by and construed in accordance
with the laws of the State of Illinois.
- SEVERABILITY. If any of the provisions of this Purchase Order shall
be invalid or unenforceable, the remainder of this Purchase Order,
or the application of such provision to persons or circumstances
other then those to which it is held invalid or unenforceable, shall
not be affected thereby and each provision of this Purchase Order
shall be valid and enforceable to the fullest extent permitted by
law.
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