Liburdi Group of Companies - Terms and Conditions

Purchasing Terms and Conditions

CONTRACT. The manufacture and or delivery of the goods or the services described on the face of this purchase order will constitute an acceptance by Seller of this order and all of the terms and conditions contained in this purchase order. By manufacturing or delivering such goods or performing such services, Seller waives any and all terms and conditions of its quotation, acknowledgement, invoices, or other forms which are inconsistent with the terms and conditions contained in this purchase order. This purchase order is non-assignable by Seller.
DELIVERY SCHEDULES. Time is of the essence, in accepting this order. Seller agrees to perform this order and make deliveries hereunder as required. Deliveries are to be made both in quantities and at times specified in schedules furnished by Buyer and shall not be excused by Seller’s inability to obtain materials, supplies, or labor from its usual sources. Buyer will have no liability for payment for material or items delivered to Buyer which are in excess of quantities specified in the delivery schedules. Buyer may, from time to time, change delivery schedules or direct temporary suspension of scheduled shipments.
WARRANTY. Seller expressly warrants that all the goods and work covered by this order will conform to the specifications, drawings, samples, or other description furnished by Seller or specified by Buyer and will be merchantable, of good material and workmanship, and free from defects. Seller expressly warrants that all the goods covered by this order will be fit and sufficient for the purposes intended. This warrant shall survive any inspection, delivery, acceptance, or payment by Buyer.
CANCELLATION. Buyer reserves the right to cancel all or any part of this order without payment or penalty if Seller does not make deliveries as specified, or so fails to make progress as to endanger timely performance of the work, or if Seller breaches any of the terms hereof, including the warranties of Seller, or if Buyer’s business purpose is substantially frustrated, or in the event Seller becomes insolvent or there is filed by or against Seller a petition in bankruptcy, reorganization or other insolvency proceeding.
INSPECTION. All goods shall be received subject to Buyer’s inspection and rejection. Defective goods or goods not conforming with this order will be held for Seller’s instruction and at Seller’s risk. No goods returned as defective shall be replaced without a new order. Payment shall not constitute an acceptance thereof, nor will acceptance discharge Seller’s responsibility hereunder.
QUALITY SYSTEM REQUIREMENTS.
6.1 The seller shall notify the buyer of any changes in the product/service and/or process definition and where required obtain approval from the buyer for such change
6.2 The seller shall notify the buyer of any non-conformance related to the product or service supplied and shall make arrangements as mutually agreed by the buyer and the seller to resolve any product or service supplied.
6.3 The seller shall provide right of access to all of the seller’s facilities and all applicable records by the buyer, buyer’s customer and/or regulatory authorities.
6.4 The seller shall flow down all applicable requirements in their purchasing documents to their sub-tier suppliers including key characteristics where required.
6.5 The seller shall provide evidence of a Quality Management System or appropriate Quality Management processes to the buyer upon request.
MATERIAL FURNISHED BY BUYER. Any material including, but not limited to, tools, molds, dyes, gauges, jigs, fixture, etc. furnished by Buyer on other than a charge basis in connection with this order, shall be deemed as held by Seller upon consignment. All such material shall be used only in filling orders from Buyer, shall be kept separate from other material, shall be clearly identified as property of Buyer and, if not accounted for or so returned, shall be paid for by Seller. All such material shall be fully covered by Seller with fire and extended coverage insurance. Seller shall defend and indemnify Buyer against any and all liability for damage to such material or injury or damage to others, including Seller’s employees, arising out of or in connection with the presence of use of such material whether such injury or damage is caused by defects in such material, Buyer’s negligence, or otherwise.
TOOLING. Unless otherwise herein agreed, Seller at its own expense shall furnish, keep in good condition, and replace when necessary all tooling, but not limited to, dyes, tools, gauges, fixtures, patterns, and art work necessary for the production for the goods ordered. Buyer has the option to purchase any such tooling that is special for the production of goods covered by this order and shall not pay to Seller the unamortized cost thereof, provided, however, that this option shall not apply if the goods hereby ordered are the standard product of Seller or if a substantial quantity of like materials is being sold by Seller to others.
CONFIDENTIAL INFORMATION AND INVENTIONS. Seller agrees to not utilize or to disclose to others any confidential information, drawings, or data whether or not designated as such, supplied, furnished, or disclosed by Buyer except as reasonably required for the purposes of filling this order. All inventions or ideas, whether patentable or not, made, conceived, developed, or acquired by Seller incident to the filling of this order shall vest in and inure to Buyer’s sole benefit.
PATENTS. Seller agrees at its own expense to defend and indemnify Buyer, its customers, and users of its products, against all suits at law or in equity, and from all damages, claims, and demands for infringement of any United States or foreign patent, trademark, or copyright by reason of the use of sale of the goods ordered. In case the goods, or any part thereof furnished pursuant to this order, is in any suit so defended held to constitute infringement and its use enjoined, Seller shall at its own expense either procure for Buyer, its customers, and users the right to continue using said goods or part thereof or replace it with a non-infringing product.
ENTIRE AGREEMENT. This contract constitutes the entire agreement between the parties and no revision or amendment shall be binding unless in writing signed by an authorized representative of Buyer.

SHIPPING AND BILLING

Packing slip must accompany each shipment. All material shall be suitably packed, marked, and shipped in accordance with the Buyer’s instructions, or, in the absence of such instructions, in accordance with the requirements of common carriers in a manner to secure lowest transportation costs, and no additional charge shall be made to the Buyer therefore unless otherwise stated herein. Breakage or damage will be charged to shipper.
No charge shall be made by Seller for excess drayage or storage, unless otherwise stated herein.
Original bill of lading, or other shipping receipt, for each shipment shall be promptly forwarded by Seller.
Seller agrees to describe material on the bill of lading or other shipping receipt and to route shipment on accordance with instructions issued by Buyer.
In the absence of instructions from the Buyer to the contrary, all material, parts, etc. which are the subject of this order shall be shipped freight PREPAID to the point of destination. Orders shipped contrary to these instructions will not be accepted by the Buyer and will be returned to the Seller at Seller’s expense.
General Shipping Instructions – For shipments made f.o.b. shipping point
1. All shipments moving in one day to the same location via the same carrier should be consolidation one bill of lading. Multiple packages in the same shipment should be tied into 10-lb bundles.
2. Unless otherwise specifically instructed, shipments via limited liability carriers ( Air Freight, UPS, etc.) and those subject to released value ratings shall be declared at the value which will secure the lowest transportation charge.
3. Any losses resulting from deviation from AFN’s routing instructions will be charged to Seller’s account.
No invoices will be considered overdue unless material is received by us.
No interest will be paid on invoices rendered for material.
Duplicate invoices and original bill of lading must be mailed to us promptly.
When invoices subject to discount are not mailed on day of shipment, discount period will begin on the date they are received.

TC-Purchasing