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Supplier Terms & Conditions
NONE OF THE TERMS AND CONDITIONS CONTAINED IN THIS P.O. MAY BE ADDED TO, MODIFIED, SUPERSEDED OR OTHERWISE ALTERED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY FOTOFABRICATION CORPORATION (FOTOFAB) AND DELIVERED BY FOTOFAB TO SELLER, AND EACH SHIPMENT RECEIVED BY FOTOFAB FROM SELLER SHALL BE DEEMED TO BE ONLY UPON THE TERMS AND CONDITIONS CONTAINED IN THIS PO. EXCEPT AS THEY MAY BE ADDED TO, MODIFIED, SUPERSEDED OR OTHERWISE ALTERED, NOTWITHSTANDING ANY TERMS AND CONDITIONS THAT MAY BE CONTAINED IN ANY ACKNOWLEDGMENT, INVOICE OR OTHER FORM OF SELLER AND NOTWITHSTANDING FOTOFAB’S ACT OF ACCEPTING OR PAYING FOR ANY SHIPMENT.
NOTICE OF NATIONAL IMPORTANCE
The supplier agrees to comply with Executive Order Number 13224 – Blocking Property and Prohibiting Transactions with persons who commit, threaten to commit, or support terrorism Notice of September 24th, 2001 – And further agrees to include this requirement in each lower tier subcontract or purchase order issued hereunder.
Supplier agrees to comply with Dodd – Frank Act section 1502 regarding Conflict Minerals disclosure.
1. ACCEPTANCE. This PO becomes the exclusive agreement between the parties for the supplies and services, subject to the terms and conditions hereof, when accepted by acknowledgment or commencement of performance. Additional or different terms proposed by Seller shall not be applicable unless accepted in writing by FOTOFAB. No change in, modification of, or revision to this PO shall be valid unless in writing and signed by FOTOFAB. Seller agrees that the substance of pertinent and applicable clauses, such as but not limited to 3, and 4, shall be passed down to its subcontractors.
2. INSPECTION. All items to be delivered hereunder shall be subject to inspection and test by FOTOFAB, and its selected customers to the extent practicable at all times and places including the period of manufacture. FOTOFAB and its selected customers shall have access to all areas on the premises of the Seller or of the Seller’s subcontractors in which work on the PO is being performed. Seller and Seller’s subcontractors, at no additional cost, shall provide reasonable facilities and assistance for the safety and convenience of FOTOFAB and its selected customers. At the time of inspection, Seller and Seller’s subcontractor shall make available to FOTOFAB and its selected customers copies of drawings, specifications, and process, preservation and packaging data applicable to the item to be inspected. All items to be delivered hereunder shall be subject to final inspection and acceptance by FOTOFAB at destination, notwithstanding any payments or inspection at source. FOTOFAB shall accept or give notice of rejection of items delivered hereunder within ninety (90) days after receipt. FOTOFAB’s failure to give notice of rejection within ninety (90) days after receipt shall constitute acceptance but such acceptance shall not waive any warranty.
FOTOFAB may return rejected/defective items to Seller at Seller’s expense for repair, replacement, or refund, or may retain such items with an equitable price reduction. Seller shall provide and maintain a quality system meeting the requirements ISO 9000 or equivalent standard, or equivalent. Implementation of this system shall be to the extent appropriate to the product or service and subject to approval by FOTOFAB.
3. CHANGES. FOTOFAB may at any time, make changes within the general scope of this PO which affect the (I) drawings, designs or specifications of supplies or services being specially manufactured for FOTOFAB; (II) method of shipment or packing; (III) place of delivery; and (IV) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, performance of the PO an equitable adjustment may be made in the PO. price or delivery schedule or both, and the PO may be modified in writing accordingly. Changes to this PO however, shall only be authorized if they are directed in writing by FOTOFAB’s Purchasing Department, and no other written or oral change direction, including assistance suggestions or advice that may be rendered by other FOTOFAB personnel, shall authorize a change or entitle Seller to any adjustment to this PO Any claim by Seller for adjustment under this clause must be asserted in writing, in the form of a complete change proposal fully supported by factual information, to FOTOFAB’s Purchasing Department not later than thirty (30) days after the date of receipt by Seller of the written change authorization, or within such extension of that thirty-day period as FOTOFAB, in its sole discretion, may grant in writing at Seller’s request prior to the expiration of said period or any extension thereof, provided, however, that FOTOFAB may at its discretion, consider any such claim regardless of when asserted. Pending any such adjustment, Seller will diligently proceed with the PO as modified. Seller shall immediately upon receipt of any change direction which does not conform to the authorized method of directing changes specified herein contact FOTOFAB’s Purchasing Department for disposition instructions. Fotofab shall be notified if there are any process changes the affect form, fit or function.
4. TERMINATIONS.
A. Convenience – The performance of work under this PO may be terminated in whole or, from time to time, in part by FOTOFAB for its convenience
B. Default – FOTOFAB may terminate the whole or any part of this PO in either of the following circumstances. Fotofab will accept cancellation charges only for work performed to the date of the cancellation without surcharge or any other additional fees.
(1) If Seller fails to deliver the supplies or to perform the services required by this PO within the time specified herein, or any extension thereof granted by FOTOFAB in writing; or
(2) If Seller fails to perform any of the other provisions of this PO, or so fails to make progress as to endanger performance of this PO in accordance with its terms.
In the event of such termination, FOTOFAB shall have the right to procure, on such terms and in such manners as it may deem appropriate, supplies or services similar to those terminated, and to recover from Seller the excess cost for such similar supplies or services; provided, however, Seller shall not be liable for such excess costs where the failure upon which the termination is based has arisen out of causes beyond the control of Seller and without the fault or negligence of Seller. Such causes shall be deemed to include, but not be limited to, fires, floods, earthquakes, strikes and acts of the public enemy. The rights of FOTOFAB provided in this clause shall be in addition to any other rights provided by law or this PO.
5. PAYMENT Seller’s right to payment is contingent upon FOTOFAB’s approval and acceptance of articles delivered or services rendered in accordance with the terms and specifications called for by this PO but payment of the stipulated price is not evidence of FOTOFAB’s final acceptance of the articles or services called for in the PO.
6. INVOICING. Where applicable, taxes must be separately itemized, PO. number and item number must appear on all shipping documents, invoices, quality certifications and packing sheets. Discount terms of this PO and payment of invoices will be based upon the date specified on this PO for delivery of articles or services or the actual delivery date of such articles or services, whichever date is later If no discount is offered, payment of invoices will be made pursuant to the terms on the PO, but in no event prior to receipt and acceptance of articles or services.
7. PRICES. Seller represents that the prices specified in this PO are based on current pricing data and do not exceed the current selling price for the same or substantially similar articles sold to any other purchaser, taking into account the quantity and schedule under consideration, and that such prices include all applicable federal, state and local taxes, in effect on the date of this order, except any sales or use tax payable at source.
8. LAWS AND REGULATIONS: Seller warrants and certifies that in the performance of this PO it will comply with all applicable statutes, rules, regulations and orders of the United States, and of any State or political subdivision thereof, and agrees to indemnify FOTOFAB against any loss, cost, damage or liability by reason of Seller’s violation of this clause.
9. APPLICABLE STATE LAW. This PO will be governed by the laws of the State of Illinois. Any claim, controversy or dispute arising out of or relating to the performance of this PO not settled by the parties hereto shall be settled by arbitration. The hearing will be in accordance with the rules of the American Arbitration Association. The award rendered by the American Arbitration Association shall be final and binding and judgment may be entered thereon in any court having jurisdiction thereof. Pending final decision on any claim or dispute hereunder. Seller shall proceed with the performance of this PO. The arbitration provided herein shall be in a location agreed to by the parties in Cook County, Illinois.
10. SUBCONTRACTS. Seller will not subcontract, without FOTOFAB’s prior written consent, for the design or procurement of the whole or any substantial portion of any item ordered hereunder.
11. PATENT INDEMNITY. If Seller is responsible for the design of any portion of the materials or articles which are to be delivered hereunder, then Seller agrees to indemnify and hold harmless FOTOFAB, its customers and users of its products against all claims, demands, loss and liability, including costs and fees, resulting from actual or alleged infringement of any U.S. patent, trademark or copyright, by reason of the use, sale or disposal of the materials or articles called for hereunder.
12. REPRODUCTION RIGHTS. Seller agrees that the information contained in reports, drawings, documents, or other records which are furnished to Seller by FOTOFAB relative to this PO shall not be disclosed to others or used for purposes other than performance of this PO without FOTOFAB’s written consent; provided, however, that this clause shall not apply to information in the public domain nor shall it limit any rights the Government may have in such information.
13. SELLER PROPRIETARY DATA. Any knowledge information, drawings, designs, or data (herein called “data”) which Seller discloses to FOTOFAB in connection with the purchase of goods and services covered by this P.O. and which data Seller has not marked with a protective legend shall not be considered as proprietary.
14. PACKING AND SHIPPING. All items shall be packed by Seller in suitable containers for protection in shipment and storage. Seller shall prepare all articles for safe transportation and in conformance with carrier’s classification released to the value that will provide the lowest rate. Seller will not declare a value for such articles which result in additional shipping charges. Seller shall forward original bill of lading when requested by FOTOFAB in advance of shipment.
15. WARRANTY.
A. In addition to all other warranties expressed or implied in law, Seller warrants that the items delivered hereunder will conform to all applicable specifications, drawings, samples, symbols or other descriptions furnished by FOTOFAB, and will be merchantable, of good material and workmanship and free from defects. In case any such item shall be defective or otherwise not in conformity herewith, Seller shall, at FOTOFAB’s option and in addition to all other remedies of FOTOFAB, either credit FOTOFAB for any such nonconformity or defects, or, at Seller’s expense, replace, repair, or correct any such articles. Seller agrees to make all corrections to the satisfaction of FOTOFAB.
B. Should FOTOFAB require acceptance of items which do not conform to all specifications or other descriptions, payment will be made at an equitable reduction in price.
C. This warranty shall survive acceptance and run to FOTOFAB, its successors, assigns, customers and users of its products.
16. PROPERTY LIABILITY Seller shall keep all property furnished by FOTOFAB and all property to which FOTOFAB acquires title by virtue of this PO segregated and clearly marked and will maintain complete inventory thereof. Seller assumes all risk of loss or of damage to such property while in Seller’s custody or control and will immediately notify FOTOFAB of loss of or destruction of, or damage to such property. Seller shall also be liable for all losses to FOTOFAB because of loss of, or destruction of, or damage to FOTOFAB property suffered in transit or prior to receipt by Seller As directed by FOTOFAB, upon termination or completion of this PO, Seller will deliver such property, to the extent not incorporated in delivered end products, to FOTOFAB in good condition subject to ordinary wear and tear and normal manufacturing losses, except for Fotofab owned fixturing and/or
17. INSURANCE. Seller agrees to be responsible for any bodily injury or property damage resulting from Seller’s performance under this PO., and Seller warrants that adequate insurance is being carried to cover such liabilities. Seller agrees to carry fire and extended coverage insurance and be responsible for any of FOTOFAB’s property while in Seller’s possession. Seller agrees to maintain FOTOFAB’s property in good condition and not to dispose of said property except in accordance with FOTOFAB’s instructions.
18. LABOR DISPUTES. Whenever an actual or potential labor dispute is delaying or threatens to delay performance of the PO Seller will immediately give notice thereof to FOTOFAB. Such notice shall include all relevant information with respect to such dispute.
19. ENTIRE AGREEMENT This form and any special conditions or other forms
constitute the entire agreement between the parties, and there will be no deviation therefrom unless authorized by formal written change order of amendment.
20. RECORD RETENTION Record retention must be maintained by Seller for a period of 7 years unless otherwise noted on purchase order by Fotofab’s Purchasing department.
QA Form 064 Revised 1/28/2014