Isola USA Corp Terms and Conditions: Purchase Order

CONDITIONS AND INSTRUCTIONS

PRICE AND PAYMENT: Seller expressly agrees that the prices quoted in the Purchase Order are firm and shall remain firm until all deliveries have been completed unless otherwise agreed in writing by both parties. The payment date shall be scheduled from the date the invoice has been received by Buyer. Credits due for rejections, discrepancies or paid invoices may, at Buyer's option, are deducted from subsequent payment.
DELIVERY: Buyer delivery schedules are base upon the agreement that material will be delivered by the date specified on the face of the order. Time is therefore the essence of this order.
CHANGES: Buyer shall have the right to make from time to time changes as to packing, destination, specifications, designs and delivery schedules.
PROOF OF SHIPMENT: Seller must provide Buyer with a packing slip and Bill of Lading signed by the carrier and Buyer's receiver confirming the shipment has been made.
RESPONSIBILITY FOR PACKING, MARKING AND DELIVERY. Unless otherwise provided in the Purchase order, Seller, for the price as stated in the Purchase order, shall (i) pack and mark the goods, merchandise and materials covered by this Purchase Order to be shipped so as to secure the lowest transportation rate, meet carrier requirements and assure arrival at "ship to" point free of damage and deterioration, and (ii) be responsible for the goods, merchandise and material until delivered at the designated (F.O.B.) delivery point, regardless of point of inspection.

TO VENDORS OUTSIDE OF UNITED STATES: The following are the type of documents and markings on your packing material, needed in order for us to meet our government regulation and to clear cargo with customs.

INVOICE (MAIL DIRECTLY TO OUR ACCOUNTING DEPARTMENT): One (1) invoice marked original, and five (5) invoices marked copy. Photocopies are acceptable, but must be duly endorsed. Please indicate P.O. #, our Part #, Description, Brand, Origin of Cargo, Manufacturer, Unit Prices, Quantity, Total Value FOB/CIF/C&F, Payment Terms, Name of Vessel or Air Line, AWB or B/L #, Date Shipped, Shipped Via, Shipped From, Port Entry, Seller's and Our Name and Address, and please mark "THE ABOVE TOTAL PRICES ARE NET, NO REBATE OR COMMISSION HAS BEEN PAID" above your signature.
PROFORMA INVOICE: When Letter of Credit payment terms are adopted, please send program invoice to us as soon as possible in order for us to open a Letter of Credit.
PACKING LIST: Need three (3) copies (1 original and 2 duplicates) duly endorsed. It should indicate PO #, P/N #, Description of each P/N, Package #, in relationship to quantity, Total # of Packages, Total Quantity by Part, Total Weight (Gross and Net), Size in Cubic Feet, Shipping Mark, Consignee, Shipper and B/L #, and Ref. Invoice #.
YOUR PACKAGE MARKINGS: All information pertaining to particular package must be marked on each package same as packing list. Please reference Item (c) as well.
Your undivided attention for all items will be greatly appreciated. If you have any questions please contact the Supply Chain Department.

Isola USA Corp Terms and Conditions: Sales Order

ENTIRE AGREEMENT: MODIFICATIONS: This acknowledgment constitutes the entire agreement between the parties for the goods. No change in, addition to, or waiver of the terms, conditions, and specifications contained herein shall be a binding obligation on SELLER unless approved in writing by its authorized representative.
SHIPMENTS: SELLER shall not be liable for any changes claimed resulting from delay in shipment of the goods after the date of shipment specified in this acknowledgment unless date of shipment is expressly stated in this acknowledgment to be of the essence of the agreement. CUSTOMER agrees to accept any quantities shipped under this acknowledgment which do not vary by more than ten percent from the agreement amount and to pay for such quantities at the agreement price.
TITLE AND RISK OF LOSS: Title to and risk of loss of the goods herein described shall pass to CUSTOMER upon delivery of said goods to a carrier at SELLER’S plant. Title to and risk of loss of said goods shall pass to CUSTOMER in no other way, notwithstanding any agreement to the contrary, including, but not by way of limitation, any agreement to, pay freight, express, or other transportation or insurance charges
PAYMENT AND PRICES: Seller may, at its option, draw at sight on CUSTOMER or require CUSTOMER to obtain an irrevocable letter of credit in favor of SELLER from an issuer acceptable to SELLER. In the event SELLER does not so draw or require such letter of credit, payment by CUSTOMER shall become thirty days after receipt of SELLER'S invoice covering a particular shipment. Terms of payment by CUSTOMER, as hereinabove set forth, are of the essence of this agreement, and in the event of failure by CUSTOMER to make any payment when due, SELLER may decline to make further shipments until such default is cured. In the alternative, SELLER may elect to continue to make shipments despite the continuance of such default, but such election by SELLER shall in no way constitute a waiver of such default nor affect SELLER'S legal remedies therefore. In the event any invoice is not paid when due, CUSTOMER shall pay SELLER interest on the balance due from the date of invoice until paid at the rate of one and a half percent (1-1/2%) per month, or the maximum rate allowed by the applicable usury law, whichever rate is less. In no event shall any charges for engineering services imply a conveyance of any design and/or manufacturing rights as to the goods herein described, unless such conveyance is expressly set forth on the face hereof.
TAXES, DUTIES AND CLEARANCE EXPENSES: CUSTOMER assumes full responsibility, including reporting and payment, of all taxes, however designated or other governmental charges arising our of, levied or based upon, or in connection with the sale of the goods herein described, including state and local privilege, sales and use, or excise taxes based on gross revenue or any taxes or amounts in lieu thereof paid or payable by SELLER in respect of the foregoing exclusive, however, of taxes paid on net income. SELLER'S invoice may include any such taxes and any expense incurred by SELLER in shipping the goods to the destination specified by CUSTOMER.
UNLOADING AND CONTAINERS: CUSTOMER shall unload and release all transportation equipment promptly so no demurrage or other expense or loss resulting from delay shall be incurred. CUSTOMER shall comply with such instructions, if any, as SELLER may give for return of such equipment. In the event CUSTOMER is to return containers, it shall return same promptly freight collect to the point specified by SELLER. CUSTOMER shall pay to SELLER on demand as a deposit on each container such reasonable amount as may be fixed from time to time by SELLER, and the amount of the deposit shall be refunded to CUSTOMER if the container on which the deposit is made is returned to SELLER in good condition to the point specified by SELLER within ninety (90) days from the date of actual shipment to CUSTOMER and if upon inspection SELLER determines it is reusable.
FREIGHT AND INSURANCE: In the event SELLER is to pay freight it shall have the right initially to designate the means of transportation and routing, but in the event CUSTOMER desires to a more expensive means of transportation or routing, CUSTOMER shall pay any extra cost involved. CUSTOMER shall pay to SELLER any increase in freight subsequent to the date hereof. CUSTOMER or CUSTOMER'S customer shall insure the goods described herein (if sold for shipment outside the United States) on behalf of SELLER until arrival of such goods a the port-of-destination, and SELLER shall be named as a loss payee or the proceeds of such insurances shall be assigned to SELLER.
WARRANTIES: SELLER hereby warrants to CUSTOMER that the goods herein described will be free from any liens or encumbrances, that good title to said goods will be conveyed to CUSTOMER by sale of same. SELLER warrants the goods herein described against defects in material and workmanship under normal conditions of usage and service for 90 days from date of shipment. SELLER'S obligation under this warranty is limited to and shall be fully discharged by repairing or replacing any defective part f.o.b. its works. SELLER shall not be liable for repair or alterations made without SELLER'S prior written approval. SELLER shall not be liable for damages or delay caused by detective material. THERE ARE NO OTHER WARRANTIES ESTABLISHED, EXPRESS OR IMPLIED OR STATUTORY INCLUDING THE WARRANTY OF MERCHANTABILITY, EXCEPT THOSE SET FORTH HEREIN SECTION 8, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS ORDER.
SELLER'S LIABILITY: SELLER SHALL NOT BE LIABLE FOR PROSPECTIVE PROFIT OR SPECIAL INDIRECT, OR CONSEQUENTIAL DAMAGES, NOR SHALL RECOVERY OF ANY KIND AGAINST SELLER BE GREATER IN AMOUNT THAN THE PURCHASE PRICES OF THE SPECIFIC GOODS SOLD AND CAUSING THE ALLEGED DAMAGED provided, however, the aforesaid provisions of this sentence to the contrary notwithstanding, that SELLER shall be liable for any bodily injuries or property damage directly caused by its wanton or willful acts. CUSTOMER assumes all risk and liability for loss, damage, or injury to persons or property of CUSTOMER or others arising out of the use of possession of the goods herein described.
CLAIMS: Within twenty (20) days after tender of delivery to or receipt by CUSTOMER of any shipment and before any part of such goods (except for reasonable test and inspection quantities) has been changed from its original condition, CUSTOMER shall inform SELLER in writing if said goods are found defective or short in any respect. Failure to so inform SELLER or use of said goods (except for reasonable test and inspection quantities) shall be conclusive that SELLER has satisfactorily performed.
PATENT INFRINGEMENT: If the goods herein described are to be manufactured by SELLER based on specifications or drawings furnished by CUSTOMER, CUSTOMER agrees to indemnify and hold harmless SELLER, its successors and assigns, against any and all loss, damage, or injury arising out of a claim or suit for alleged infringement of any letters patent granted by the United States or any foreign government relating to the goods herein described. CUSTOMER agrees that in such event it will assume the defense of any and all such suits and pay all costs and expenses incidental thereto.
TERMINATION: This agreement may be terminated under either of the following conditions:
1. If the goods herein described are to be used in the performance of a U.S. Government contract or subcontract, and the U.S. Government terminates for convenience the prime contract in whole or in part, CUSTOMER may terminate this agreement in the same proportions, and the liability of customer for termination allowance shall be determined in accordance in Sections of the Federal Acquisition Regulations or the equivalent then applicable to termination of contracts, such termination allowance in this instance to be paid to SELLER within thirty (30) days of such termination by CUSTOMER.
2. SELLER may terminate this agreement if CUSTOMER becomes unable to meet its obligations as they mature, or if any proceeding under bankruptcy or insolvency laws is brought by or against CUSTOMER, or if a receiver for CUSTOMER is appointed or applied for or if any assignment for the benefit of creditors is made by CUSTOMER "or if Customers' financial conditions leaves SELLER to believe that CUSTOMER will be unable to pay for the goods when due and CUSTOMER is unable to provide SELLER with any necessary assurances or guarantees that the goods will be paid when due."
FORCE MAJEURE: Neither party to this agreement shall be liable for any loss or damage of any nature whatsoever incurred or suffered as a result of any failure or delays in performance due to any cause or circumstance beyond its control, including, but not by way of limitation, any failures or delays in performance caused by any strikes, lockouts, or labor disputes, fires, acts of God or the public enemy, riots, incendiaries, interference by civil or military authorities, compliance with the laws of the Unites States of America or with the orders of policies of any governmental authority, delays in transit or delivery on the part of transportation companies or communication facilities, or failures of sources of raw materials. In such event, SELLER may, at its option, make deliveries ratably with reference to itself and all its customers.
GOVERNING LAW AND ASSIGMENTS: This agreement and the obligations hereby imposed on SELLER and CUSTOMER shall be governed by the construed according to the laws of the State of Arizona. This agreement shall not be assigned by either party hereto without the prior written consent of the other party hereto, except that it may be assigned without such consent to the successor of SELLER or CUSTOMER, or to a person, firm or corporation acquiring all or substantially all of the business and assets of either. Nothing herein contained, however, shall prevent SELLER from lawfully assigning this agreement to any wholly or partially owned subsidiary of SELLER.

THE FOLLOWING DOES NOT PERTAIN TO ANY U.S. SHIPMENTS
"The seller represents that ownership of the goods covered by this notice, including beneficial ownership, title, right of possession and risk of loss or damage, will remain in the seller until the goods arrive at port of destination, when title and the other incidents of ownership will pass to the buyer. The foregoing reservation of ownership, title, right of possession and risk of loss or damage is applicable irrespective of any other provision contained herein including pricing terms such as C.I.F., F.A.S., C&F or F.O.B. which are solely for price quotation purposes. The general terms on the reverse hereof, including terms relating to insurance furnished by the buyer, are a part of this transaction."