Purchase Order Terms and Conditions
Acceptance of this purchase order, including all of the terms and conditions hereof, shall occur upon the happening of
any of the following events.
(1) Receipt by buyer of a copy of this purchase order signed by the seller.
(2) Receipt by
buyer of notification from seller that seller has commenced performance hereunder or that seller will deliver goods
substantially in accordance with the terms and conditions of this purchase order.
Acceptance of this purchase order is expressly limited to the terms and conditions hereof, and any terms proposed by
the seller, either in seller’s quotation or acceptance with the terms of this purchase order.
When accepted, these terms will be the only terms of the contract and will contain the entire understandings of the
parties and are intended as a final complete expression of their agreement and shall not be modified except in writing.
Aware of the importance of this data, EQUANS is committed to protecting it in accordance with the General Data Protection Regulation (GDPR).
As a responsible actor, EQUANS has enacted this Personal Data Protection Charter to clearly reaffirm its commitments based on the main principles of the GDPR.
2. Time of Completion
Time is of the essence. Buyer may refuse to accept all or any part of the goods which are not received by the time
specified, or if no declaration or delivery is made, within a reasonable time.
Seller warranties that the goods conform in all respects with the description and specifications set forth herein and in
any catalog, manual, or brochure of seller, are merchantable and are fit for the purpose for which such goods are
intended and that seller has good title to the goods. Seller warrants that the goods conform in all respects to any
models, samples, drawings, or any other writings presented to the buyer in connection with such goods.
Seller warrants the goods are free from any defect in workmanship or material.
Seller warrants that the goods comply with the occupational safety and health act of 1970 and the regulations issued
These warranties shall not in any way limit the warranties which buyer may have by operation of law.
Seller warrants and represents that it has and will in the future comply with all applicable federal, state, and local
laws, rules, regulations including the fair labor standards act of 1930, as amended, and the Walsh-Healy Act, and
unless this purchase order #11246 September 24, 1964, seller will comply with the non-discrimination/equal
opportunity clause set forth in section 202 of executive order #11246.
4. Authority of Seller’s Agents and Employees
Seller shall be bound by any representation or undertaking made by any of its agents or employees with respect to the
specifications, quality, packaging, price, or conditions of delivery of goods, and by accepting this made by any of its
agents or employees.
Seller shall package the goods in a manner reasonably designed fully to protect the goods from loss or injury and to
permit the goods to be shipped in he most economical method of rail or motor transportation. Such packaging shall
comply fully with any packaging conditions specified herein.
No charges allowed for cartage or packaging.
Notwithstanding that full or partial payment for the goods has been made prior to delivery, that the goods have been
inspected at seller’s plant or that the quality or condition of the goods has been otherwise certified to buyer. Buyer
may inspect the goods prior to acceptance, may reject its acceptance of any goods which do not comply with the
specifications set forth or with any models, diagrams, samples, or more detailed specifications heretofore furnished to
buyer, and may return any such non-conforming goods.
Such inspection may include any measurement, testing, or examination of the goods which leaves possible the return
of the goods to seller in substantially the condition in which they were delivered to buyer (other than packaging).
Buyer’s inspection, discovery of any breach of warranty, failure to make an inspection or failure to discover any
breach of warranty shall not waive any of buyer’s rights or remedies with respect to any breach of warranty by seller
7. Unavoidable Delays
Seller shall not be liable for delays in the production or delivery of goods where such delays are seller’s control if
seller as soon as it becomes aware of such delays informs buyer in writing of the existence of such delays and the
cause thereof. When buyer is informed of such delays, it shall have the option to rescind this order in its entirety or in
part only, or to accept performance as such later date as seller may have specified in the notice. If buyer rescinds this
order as to only a part of the performance duo hereafter, the contract price shall be adjusted to compensate seller for
its partial performance on a basis which is consistent with the basis used in determining the original contract price. If
delayed in delivery, it may direct seller to ship the goods by a more expeditious method of shipment that provided
herein, and, in such event seller shall bear all additional attributable to such method of shipment.
8. Notice of Cancellation
Buyer reserves the right to cancel this contract upon 30 days written notice to the seller prior to the effective date of
such cancellation. Cancellation charges, if any, shall be negotiated at time of cancellation and in no event shall such
charges be for any work done, expenses incurred or material purchased after the date of the notice of cancellation.
9. Non-Waiver of Certain Breaches of Performance
Except as may be otherwise agreed in writing by the parties, (1) seller may not render any performance different from
that required by the terms hereof, even where such performance id incidental to the principal purposes of, or
performance under this contract, and (2) where seller believes non-conforming goods prior to the time when delivery
is required hereunder, such non-conforming goods shall constitute a material breach of this contract which seller shall
not be permitted to remedy through a subsequent delivery of conforming goods unless buyer consents to such
Buyer has the right by written order to seller to make changes as to the goods. If such changes cause an increase in
the purchase price, it shall be equitably adjusted by the parties in writing.
In the event of dispute following buyer’s order of a change pursuant to this paragraph, buyer shall be permitted at its
own expense to examine the books and records of seller solely for the purpose of determining with seller the amount
required for an equitable adjustment.
11. Breach by Seller
Each of the following events, by way of example and not by way of limitation, shall constitute a breach of contract,
(1) breach of any warranty, (2) non-delivery, (3) late delivery, (4) any definite expression, oral or written, by seller
that seller is unwilling or inability in otherwise excused by the terms hereof, (5) any other act or omission of seller
contrary to the terms hereof.
12. Buyer’s Remedies for Breach
In addition to, and not in limitation of, any which buyer may have under the terms hereof or by operation of lay, buyer
may, at its option, excuse any breach hereof or may: (1) return non-conforming or late delivered goods to seller at
seller’s expense, (2) charge seller for the amount (including shipping and incidental charges, if such charges are not
included in the purchase price, in excess of the contract price, required to obtain goods in substitution for goods not
delivered pursuant to this contract, and goods rejected because of warranty, (3) charge seller for full amount of
monetary loss of buyer caused as a result of this breach.
Buyer shall be entitled to exercise all of the remedies specified above or each of such remedies in part, provided
buyer shall not be permitted to recover more than once for any part or a performance called for by these terms. Even
if it otherwise excuses a breach of the contract, buyer shall be entitled to recover the damages specified in
subparagraph (a) (3).
Without in any way limiting the remedies which buyer may have for later delivery buyer, upon written notice to
seller, may purchase goods in substitution for any goods not delivered within the time required hereby and may
recover from seller the amount by which the cost of replacement goods exceeds the purchase price.
Without the written consent of buyer, seller shall not (1) assign, transfer, or convey the right to receive any money to
become due hereunder, or (2) contract for any third party to assume or perform any of seller’s duties hereunder.
14. Insolvency of Seller
If seller makes an assignment for the benefit of creditors or admits in writing its inability to pay its debt as they
become due, or files a voluntary petition in bankruptcy, or is adjudicated a bankrupt or insolvent, or takes any other
action which constitutes an admission that it is bankrupt or insolvent, or is any trustee or receiver of seller’s assets or
business is appointed, or that a receiver or trustee of seller’s property be appointed has not been dismissed within 60
days after the date on which such action was commenced, then this contract shall be cancelled as to any part thereof
upon which performance has not been completed, unless buyer with (10) days after learning of the occurrence of one
of the above events, notifies seller in writing that buyer elects to have this contract continue to the completion hereof.
Seller will defend, indemnify and hold harmless the buyer, its successors, assigns, customers and those selling and
using its products from and against all costs (including reasonable attorney’s fees), damages and liabilities resulting
from actual or alleged infringement of or interference with any letters patent, trademark, copyright, trade secret,
proprietary right, license or other right, unless such claim for infringement or interference is based solely upon design
or specifications furnished to seller by buyer.
Seller will in the event of complaints, claims, or legal actions alleging damage or injury resulting from the purchase,
sale, or use of the goods described herein, indemnify, defend and hold harmless from any and all limitations and
costs, including reasonable attorney’s fees, and will assume full responsibility and expense of investigation, litigation,
and settlement of any such complaints, claims, or legal actions.
Seller will disclose and assign to buyer, and assist buyer in obtaining patents for, any invention, improvement or
discovery conceived or reduced to practice arising from designs, tools, patents, drawings or other information applied
by buyer and developed for buyer pursuant to this contract.
17. Use of Buyer’s Data
Seller shall not disclose any data, designs, or other information belonging to or supplied by or on behalf of buyer,
except as it may otherwise be required to do by law.
18. Non-disclosure of Information
Seller shall not without first obtaining the written content of buyer in any manner, advertise or publish the fact that
seller has furnished or has contracted to furnish to buyer the articles herein mentioned.
The price includes, and seller assumes and agrees to pay the Federal, State, and local taxes.
This order is not to be filled at a price in excess of amount shown, on face hereof, without obtaining buyer’s consent.
If the amount to be paid for the materials, equipment, supplies, or services to be furnished under this order is on any
basis other than a fixed price basis, or involves a fixed price that may be adjusted by an escalator clause, seller shall
keep adequate records and books of account showing the actual cost of all items of labor, material, equipment,
supplies, services, and other expenditures of whatever nature is connection with the performance of this order. The
method of accounting employed by seller must conform to good accounting practice. Buyer reserves the right to
audit in such instances prior to payment.
The payment date of invoices subject to a cash discount will be based on the date of the invoice or the date of receipt
of the material, whichever is later.
Statement of account must be sent to buyer’s accounting department monthly for verification prior to payment and
such statement should list all items unpaid.
20. Tools, Molds, Dies, Patterns
If prices are shown or charged for tools, dies, patterns, or molds, they will become the buyers property when such
charges are paid and seller shall so treat and care for them, and seller shall not use such for any purposes other than
satisfying buyer’s orders, and shall store and protect them at no charge to buyer, and shall not dispose of them
without buyer’s written permission.
Buyer’s count will be accepted as final and conclusive on all shipments not accompanied by a packing ticket.
Buyer shall not be responsible for any clams whether from infringement or otherwise, made against seller in
connection with the production of goods pursuant to this contract.
When drawing numbers are specified, change notice, date and number on seller’s drawings must agree with this
Vendor agrees to comply with executive order 11246 non-discrimination in employment.
22. Contract Documents including Documents incorporated by reference
The Contract Documents are incorporated into this Agreement as if stated herein and consist of: (i) this Agreement
and any exhibits and schedules attached hereto; (ii) all documents forming the contract between Conti and the party
Conti is contracting with on the Project (whether that is the Owner, General Contractor or a Subcontractor, hereafter
“Contracting Party”); (iii) all additional documents listed on the first page hereof and (iv) Conti's Drawing Room
Standards as indicated in "Exhibit A" if attached. Subcontractor/Distributor shall assume towards Conti all
responsibilities that Conti assumes toward the Contracting Party.
If there is a conflict with a provision contained in this Agreement and any other Contract Document, this Agreement
shall govern. In relation to time limits, however, where other Contract Documents and this Agreement conflict, the
shorter time period shall govern. Further, in relation to time limits, when a time limit in the Contract Documents is
applicable to Conti, then Subcontractor’s/Distributor’s time limit is the lesser of the time specified in this Agreement
or three (3) days less than the time provided in the Contract Documents.