Agreement. The provisions on the front hereof and these terms and conditions constitute our sole and entire agreement. Provider of products or services hereafter known as “Seller” and Schmiede Corporation hereafter known as “Purchaser”. Seller’s shipment or delivery of any goods or performance of any work ordered shall be deemed Seller’s acceptance of the instructions on the face hereof and these Terms and Conditions irrespective of any different or additional terms contained in Seller’s quotation acknowledgement or other communication. No such different or additional terms or other modification or waiver of any provision hereof shall be binding upon Purchaser unless set forth in writing and signed by an authorized representative of Purchaser. The terms herein supersede usage of any previous terms.
Price & Extra Charges. If the price is not stated in the order, goods shall be invoiced at the price last quoted or charged or the prevailing market price, whichever is lower. This order must not be filled at a higher price than last quoted or charged without the prior written consent of Purchaser. No additional charge of any kind, including without limitation, charges for boxing, packing, cartage, drayage, or storage, will be paid by Purchaser without the prior written consent of Purchaser.
Terms & Payment. Credit period will begin on the date Purchaser received the goods or date of invoice, whichever is later. Unless otherwise agreed in writing, payment shall be NET 45. Payment will be deemed made on the date Purchaser forwards the check to Seller. Purchaser will not accept C.O.D. shipments. Payment shall not constitute acceptance of the goods, or waiver of any of Purchaser’s rights, including rights of inspection and rejection.
Seller warrants that:
the goods will conform to applicable specifications, drawings, representations, samples and description, will be merchantable and will be suitable for Purchaser’s purposes as indicated to Seller, and
the sale, resale or use of the goods will not infringe the rights of any third party under patents or otherwise. Seller will Indemnify and hold Purchaser and its customers harmless from and against any infringement or claim thereof.
Deliver; Risk Of Loss; Rejection.
Time is of the essence and Seller will comply with shipment dates and delivery schedules without delay. If Seller does not comply with delivery schedules, Purchaser at its option and in addition to any other rights or remedies may approve revised delivery schedules, require immediate or expedited delivery, or terminate all or any part of this order.
Seller will not make commitments or manufacture goods in advance or in excess of those reasonably required to meet shipment dates for delivery schedules. The specific quantity ordered must be delivered in full. Risk of loss shall pass to Purchaser upon delivery to Purchaser by the last carrier or shipper. Purchaser reserves the right to reject any shipment or delivery or portion thereof which does not conform to this order within a reasonable time after the nonconformity is discovered, whether before or after receipt thereof or payment therefore and at Seller’s risk, and expense, may return for full credit any goods so rejected.
Seller is responsible to ensure packaging of product is robust enough to assure the proper condition and quality of parts/material upon delivery receipt. Parts must arrive at Schmiede Corporation without damage, rust/corrosion, or contamination.
Seller agrees to flow all provisions of this order to any and all of its sub-tier suppliers.
Compliance With Law; Indemnity.
Seller will comply with all Federal, State and Local laws, ordinances and regulations applicable to the manufacture, sale, delivery or labeling of all products and services in the performance of any work hereunder.
Seller will indemnify and hold the Purchaser harmless from and against any and all claims, judgements, liabilities, losses, or costs (including reasonable attorney’s fees) based upon any act, failure to act, or failure to perform by the Seller or Seller’s employees, agents, or subcontractors while providing products or services to the purchaser or the purchaser’s customer including but not limited to property damage or personal injury.
Hazardous Material Identification. Seller shall provide to Purchaser one copy of OSHA Form Material Safety Data Sheet (MSDS) / Safety Data Sheet (SDS) for any and all hazardous materials or chemicals. Packaging, labeling, handling, and shipping of all hazardous product must conform with all current federal, state, and local laws.
Safeguarding Information. Seller must comply with all Federal laws and regulations (i.e.: ITAR and ECI/OUO federal guidelines and requirements) applicable to the safeguarding of all information supplied by the Purchaser. It is the seller’s responsibility to safeguard and protect all information that has been received by any means, (including electronic, email, mail, or with shipment). Seller shall keep confidential and protect from disclosure all information and property obtained from the Purchaser. Seller’s failure to comply with all Federal Laws and regulations could result in fines and/or imprisonment. The Seller’s receipt of information constitutes acceptance of this term. Information shall be used by the Seller solely for the purpose intended by the Purchaser.
Inspection. In addition to its right to inspect all goods and applicable records after delivery thereof, Purchaser reserves the right at its option and in its sole discretion to inspect or have inspected by Purchaser’s customer and/or authorities at all facilities involved in any goods and applicable records finished or work in process hereunder. Seller shall make available at no cost to Purchaser adequate facilities for such inspection(s). However, Purchaser is under no duty to make such inspection(s), and neither such inspection(s) nor failure to make inspection(s) shall constitute a waiver of any or Purchaser’s rights or remedies or shall be raised as a defense in any action against Seller.
Assignment. Neither this agreement, the performance thereof, nor any interest therein or claim there under shall be assigned or transferred by Seller without the prior written consent of Purchaser and any such assignment shall be void.
Termination For Reasons Other Than Buyer’s Default. In the event Seller ceases to regularly conduct its operations in the normal course of business (including the inability to meet obligations as they mature) or of any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for, or an assignment for the benefit or creditors is made by Seller, Purchaser may terminate this agreement without liability except for deliveries made or goods covered by this agreement then completed and subsequently delivered in accordance with the terms hereof.
Right & Remedies. All rights and remedies provided herein shall be cumulative and shall be in addition to and not in lieu of any other rights or remedy otherwise available under applicable law. This agreement and the performance thereof shall be governed in all respects by the laws of the state of Tennessee.
Right of Access. Schmiede Corporation, its customers, and regulatory authorities shall be granted the right of access to all supplier and sub-tier supplier facilities and records involved in fulling the Purchase Order requirements. All items of this purchase order are subject to in-process quality surveillance by Schmiede Corporation and/or its customer. At anytime, Schmiede Corporation may notify the supplier of specific requests for on-site surveillance. Schmiede Corporation reserves the right to request the opportunity to witness any actions in support of this order.
Equal Opportunity. Schmiede Corporation is an equal opportunity employer. Seller and its subcontractors may be subject to provisions of 41 CFR §§ 60-1.4(a), 60-250.4 and 60-741.4. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.
Combating Trafficking in Persons. Schmiede supports the elimination of human trafficking and slavery. We do not tolerate trafficking in persons. Seller and its subcontractors are subject to 48 CFR 52.222-50, Combating Trafficking in Persons and to monitor, detect, and terminate the contract with a subcontractor engaging in prohibited activities identified at paragraph (b) of the clause at 52.222-50, Combating Trafficking in Persons.
Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. Per FAR 52.204-25 and FAR 52.204-24 all sellers of goods and services to Schmiede Corporation is prohibited from contracting with or the use of equipment produced or provided by Huawei Technologies or ZTE Corporation or any subsidiary or affiliate. The Seller shall insert the substance of this clause to all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.
Captions. Captions have been inserted solely for the convenient reference and shall not limit or affect the scope or meaning of any provision contained in this agreement.
Invoice & Shipping Information
(To insure prompt payment of invoice, please follow these guidelines.)
Purchase Order Number. Schmiede Corporation’s purchase order number must appear on all correspondence, packages, shipping documents, & invoices.
Invoice all line items in the order in which they appear on the purchase order.
Package List. Vendor packing list number must appear on invoice.
Part Numbers. Part numbers invoiced must match the part numbers on Schmiede Corporation’s purchase order.
PO# Per Invoice. Only one (1) purchase order number per invoice.
Returning Parts. Parts to be returned to Schmiede Corporation must be packaged as received.
Partial Shipments. No partial shipments allowed without prior approval.