Terms and Conditions of Purchase
1. Goods and Services
Seller agrees to provide the Goods and Services in accordance with the applicable purchase order, scope of work and these Terms and Conditions (Agreement). Unless Seller objects in writing prior to delivery of Goods and Services, Seller will be bound by the provisions of this Agreement.
Delivery of Goods and Services shall be made pursuant to the applicable purchase order. G & W Products may, at its option, decline to accept the Goods and Services, if Seller fails to deliver the Goods and Services within the time specified on the purchase order.
3. Risk of Loss
Title of the Goods shipped under the purchase order will pass to G & W Products in accordance to the shipping terms specified on the purchase order.
G & W Products will pay to the Seller the amount agreed upon and specified in the purchase order. Payment shall not constitute acceptance of Goods and/or Services. G & W Products reserves the right to return all incorrect invoices and withhold payment until corrected invoices have been received by G & W Products.
5. Compliance with Laws
Seller warrants that all Goods provided and all Services performed are in compliance with applicable Federal, State and Local Laws.
Seller warrants that it has clear title to all Goods provided. The Seller further warrants that all Goods and Services shall conform to the applicable specifications. Acceptance by G & W Products of Goods and Services shall not release or discharge Seller from liability for damages resulting from a warranty breach.
If any of the Goods and/or Services furnished hereunder are found to be defective in material or workmanship, or otherwise not in conformity, G & W Products, in addition to any other right to which it may have under all applicable warranties or otherwise, may at its option correct or have corrected the nonconformity at Seller's expense or reject and return such Goods and/or discontinue such Services at Seller's expense. Such Goods and/or Services shall not be replaced or continued without authorization from G & W Products. Rejected items shall be removed promptly by Seller and at Seller's expense.
Seller shall participate in G & W Products' supplier quality program(s) and permit G & W Products' personnel and its representatives to enter Seller's facilities at reasonable times to inspect such facilities and any goods, materials and property that relate to this Agreement. No such inspection will constitute acceptance by G & W Products of any work-in-process or finished goods.
Seller agrees to maintain insurance coverage meeting the following minimum standards while in possession of G & W Products' goods: Commercial General Liability coverage including Products Liability, Contractual Liability, Personal Injury Liability and Broad Form Property Damage including completed operations with limits of $2,000,000 Each Occurrence, $2,000,000 General Aggregate, and $2,000,000 Products/Completed Operations Aggregate. Any combination of primary and umbrella liability insurance may be used to satisfy this limit requirement.
Upon request, Seller shall provide G & W Products with certificates of insurance or evidence of the above mentioned coverage.
9. Right of Setoff
All claims for monies due or to become due from G & W Products are subject to deduction by G & W Products for any setoff or counterclaim that G & W Products may have against Seller.
10. Force Majeure
G & W Products shall not be liable for any failure to perform, including failure to take delivery of the Goods as provided caused by circumstances beyond its control, which make such performance commercially impractical, including, but not limited to, acts of God, fire, flood, acts of war, government action and accident. In the event G & W Products is so excused, either party may terminate the agreement.
11. Confidential Information
The contents of this purchase order and all commercial and technical information provided to Seller by G & W Products shall not be divulged to any third party by Seller or used by Seller other than in connection with this purchase order.
The technical information provided by G&W Products is governed by the United States International Traffic in Arms Regulations, ITAR, 22CFR parts 120 to 130, or Export Administration Regulations. (Vendor) agrees that it will not transfer an export controlled item, data, or service, to include transfer to foreign person employed, or associated with, the supplier without the authority of an export license or applicable exemption. For (Vendors) legally registered and located in the United States or foreign companies with registered sales offices in the United States, it is (Vendors) sole responsibility that (Vendor) read, understand and comply with all requirements contained in the ITAR and EAR.
12. Limit of Liability
In no event shall G & W Products be liable to Seller for any incidental, indirect, special or consequential damages arising out of, or in connection with, this agreement.