FULTON INDUSTRIES, INC.
GENERAL TERMS AND CONDITIONS OF PURCHASE
ENTIRE AGREEMENT: The terms and conditions set forth on any purchase order of Fulton Industries, Inc. ("Fulton") and the terms and conditions set forth herein represent the entire agreement between Fulton and the seller ("Seller") regarding the goods ordered hereunder. Any alteration, amendment, or modification must be made in writing signed by both parties and refer specifically hereto. Seller shall be deemed to have accepted Fulton's order when it acknowledges the order or ships the goods to Fulton. Any provisions of Seller's quotation, order, acknowledgement or invoice which modify, conflict with, contradict or add to the provisions of Fulton's order or the general terms and conditions set forth herein shall be deemed waived and the provisions of the order, upon acceptance by Seller, shall constitute the whole contract between the parties.
1. DELIVERY: Seller agrees to a 100% performance level for delivery of the items in the quantities, within the time, at the prices specified on Fulton's order, and in accordance with the drawings, designs, specifications, descriptions, and samples furnished or specified by Fulton. Any failure by Seller to comply with the foregoing shall entitle Fulton, in addition to any other rights or remedies, to cancel the order and be relieved of all liability for any undelivered portion. Seller shall, with reasonable promptness after it appears a delay is likely to result, give notice in writing that delivery will be delayed and the cause and probable extent thereof.
Items received more than seven (7) days before schedule may, at Fulton's option, be returned at Seller's risk end expense or be accepted and payment thereof withheld until the scheduled date.
Early shipment, overshipment, or undershipment in quantity will not be accepted unless previously agreed upon by Fulton's purchasing department.
Partial shipments will be at Seller's expense unless prior arrangements approved by Fulton.
Unless otherwise agreed, Fulton will not accept COD shipments.
Each shipment must be authorized by Fulton's purchasing department prior to shipment to Fulton.
All purchase orders must be acknowledged by Seller.
2. PACKING SLIPS AND INVOICES: No charge will be allowed for packing, boxing, cartage, or storage unless fully and separately itemized on the face hereof, but damage to any material not packed to insure proper protection to same, will be charged to Seller.
The purchase order number, the Fulton part number, tare weights, net weights and gross weights must appear on each packing slip, invoice, and bill of lading.
The purchasers receiving count will be accepted as conclusive on all shipments not accompanied by a packing slip.
3. DESIGN, TOOLS, ETC: Any design, pattern, specification, description, samples, tool, die, jig, fixture, gauge, drawing or test equipment herefore or hereafter furnished by Fulton in connection with the order shall remain Fulton's property to be delivered to Fulton upon request, and shall not be used in the manufacture of any goods for others than Fulton. Special designs, patterns, specifications, descriptions, samples, tools, dies, jigs, fixtures, gauges, drawings and test equipment, acquired specifically or manufactured for performance of Fulton's order, the cost of which has been included in computing the price of the goods specified on Fulton's order, or for which Fulton is to pay Seller as a separate item as indicated on the face of the order hereof, shall upon such payment, become the property of Fulton and shall be marked as directed, held for delivery to Fulton, and shall not be used in the manufacture of any articles for others than Fulton. Seller hereby expressly agrees to be responsible for and to protect Fulton against loss or damage to the foregoing items owned or acquired by Fulton while in possession of Seller, ordinary wear and tear expected.
Unless otherwise stated on the face hereof, Fulton shall have no obligation to furnish, maintain, pay for or replace designs, specifications, descriptions, samples, tools, dies, jigs, fixtures, gauges, drawing and test equipment of any kind required for Seller's performance of this order.
4. CHANGES: Fulton reserves the right, by written notice issued hereunder, to make changes in the drawings, designs, specifications, descriptions or samples and in the dates of delivery specified in the schedule set forth on the face hereof, except that no change shall accelerate the rete of delivery hereunder without Seller's consent.
5. WARRANTY: Seller expressly warrants that all materials and work covered by this order, (a) shall be of good quality and workmanship and free from defects, latent or patent, (b) shall conform to the drawings, designs, specifications, descriptions and samples furnished by Fulton, (c) shall be merchantable, and (d) shall be suitable and sufficient for the intended purposes. Without Fulton's written consent, no materials may be substituted in lieu of those specified and no modifications may be made in the drawings, designs, specifications, descriptions or samples furnished or specified by Fulton.
6. INSPECTION: All materials shall be received, and work sha1l be performed, subject to Fulton's inspection and rejections. Articles not in conformity with warranty herein may, at Fulton's option, be returned to Seller for repair, replacement, credit or refund as Fulton may direct, or Fulton may retain same at a proper adjustment or price. Fulton shall be reimbursed for all expenses of handling, inspection and return of defective articles.
Fulton personnel and its customers reserve the right to visit your facility at any time upon reasonable advance notice.
Certifications of material, if applicable, must accompany each shipment.
7. PATENTS: Unless the articles ordered were manufactured in accordance with drawings, designs, specifications, descriptions, or samples furnished by Fu1ton, Seller warrants that the goods covered by the order and the sale to or use of them by Fulton will not infringe any United States or foreign letters patent. Seller agrees to defend, protect and save harmless Fu1ton, and its successors, assigns, customers, and users of its products, against all suits at law or in equity and from all damages and expenses resulting from claims and demands for actual or alleged infringements of any patent by reason of the sale to or use by Fulton or its customers of the articles covered hereby. Fulton reserves the right to control or participate in any such patent infringement action brought against it, at Seller's expense.
8. TAXES: The prices herein stated include all direct federal taxes, state and local sales and use taxes imposed on Seller or to be collected by Seller on items furnished hereunder. Seller shall set forth all applicable taxes as separate items on invoices to be paid by Fulton unless Fulton shall furnish Seller with tax exemption certificates.
9. FAIR LABOR STANDARDS ACT: Seller agrees, in connection with the production of the articles specified herein to comply with all applicable requirements of section 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the U.S. Dept. of Labor, issued under Section 14 thereof, and to all other Federal, State and Local Laws, Ordinances and Regulations of Public Authority. Seller agrees to furnish Fulton with satisfactory evidence of compliance with any such laws, Ordinances or Regulations.
(a) Equal Employment Opportunity Clause: "The Equal Opportunity Clause in Section 202 paragraphs 1 through 70 of Executive order 11246, as amended, relative to Equa1 Employment Opportunity and the implements Rules & Regulations of the office of Federal Contract Compliance are incorporated herein by specific reference.
(b) Affirmative Action Compliance Program: The Contractor or Vendor shall certify that it has developed and presently has in full force and effect a written affirmative action Compliance Program in accordance with the Requirements set forth in Title 41 Part 60-1, obligations of Contractors and Vendors, Section 60-1-40 of the Code of Federal Regulations, effective July I, 1968 as amended.
10. TERMINATION WITHOUT CAUSE: Fulton may terminate its offer in whole or in part at any time by written or electronic notice if such is deemed by Fulton to be in the best interests of its business. Upon receipt of any such notice or termination, Seller shall, except as may be otherwise directed by Fulton, (i) discontinue all work on Fulton's order, (ii) store and insure for or deliver to Fulton, after obtaining Fulton's instructions, all property not previously delivered in which Fulton is to acquire an interest, including any articles completed and any partially completed portion of articles in process in accordance with this order. Seller shall promptly comply with Fulton's directions respecting each of the foregoing without awaiting settlement of payment of its termination claim.
11. TERMINATION FOR CAUSE: Fulton reserves the right to cancel this order in whole or in part in the event materials or work specified fail to conform to the warranty, in the event Seller fails to make deliveries as specified in this order, or in the event Seller breaches any other term or condition of this order. Fulton, without prejudice to any other right available to it for breach of contract, shall have the right (a) to refuse to accept delivery of material or performance or work, (b) to return to Seller any materials already accepted and to recover from Seller all payments made therefor and all payment made for freight, storage, handling, and other expenses incurred by Fulton, and to be relieved from liability for any future payments to Seller, and (c) to purchase elsewhere and charge Seller with any resultant losses.
12. PUBLICITY: Seller shall not, without first obtaining the written consent of Fulton, in any manner advertise or publish the fact that Seller has contracted to furnish Fulton the material herein ordered.
13. APPLICABLE LAW: The rights of the parties hereto shall be determined by the laws of the State of Ohio and to this end this agreement shall be constructed and considered as a contract made to be performed in the State of Ohio. Seller agrees and submits to the exclusive jurisdiction of the federal and state courts of Ohio for resolution of any disputes arising under or relating to Fulton's order to Seller or Seller's performance thereunder. Seller waives any objection bound upon forum non conveniens or any objections to venue of any such action.
14. MSDS forms, if applicable, must be sent at time of shipment.
15. GOVERNMENT, SAFETY, AND ENVIRONMENTAL REGULATIONS: All purchased materials used in part manufacture shall satisfy current government an safety constraints on restricted, toxic and hazardous materials; as well as environmental, electrical and electromagnetic considerations applicable to the country or manufacture and sale.
16. INDEMNITY. Seller shall defend, indemnify and hold Fulton harmless from and against any claims by third parties against Fulton that arise or result from, directly or indirectly, any breach by Seller of its obligations to Fulton under the contract including, but not limited to, any breach of the express warranties set forth herein.