Reelcraft Industries Incorporated will be referred to herein as “Reelcraft”. This Purchase Order is neither an expression of acceptance of any offer made to Reelcraft, by Seller nor a confirmation of any contract between Reelcraft and Seller. This Purchase Order is an offer to the Seller to contract on the terms set forth herein, and such offer expressly limits acceptance by the Seller to the terms set forth herein. Any additional or different terms proposed by Seller are specifically rejected, unless otherwise expressly agreed to in writing signed by an authorized representative of Reelcraft. The material, products, goods, or services covered by this Purchase Order shall be referred to herein as “Goods”.
Terms of Purchase Order
1. Acceptance
Commencement of performance pursuant to this Purchase Order constitutes acceptance hereof by Seller. If specified delivery dates cannot be met, Seller shall notify Reelcraft, promptly of Seller’s best alternative proposed delivery date, which Reelcraft, may accept or reject. The terms of this Purchase Order may not be modified, superseded or amended except in writing signed by an authorized representative of Reelcraft. Each shipment received by Reelcraft, shall only be upon the terms of this Purchase Order, notwithstanding any terms contained in any quotation, acknowledgment, invoice or other form of Seller, or Reelcraft, acceptance of, or payment for, any shipment or any other act.
2. Deliveries, Time
Time is of the essence of this Purchase Order. If delivery of the Goods is delayed beyond the time indicated herein for any reason including, without limitation, Seller’s insolvency, bankruptcy or assignment for the benefit of creditors, Reelcraft, reserves the right without liability (in addition to it’s other rights and remedies) to cancel this order by written or facsimile notice, or verbal notice confirmed in writing (which notice shall be effective when received by or communicated to Seller) as to any of the Goods not shipped, to purchase substitute Goods elsewhere, and to charge Seller with any loss incurred. Unless otherwise specifically agreed to by Reelcraft, any provisions for delivery of the Goods in installments shall not be construed as making the obligations of Seller severable. Shipments shall be properly packed and shipped only by licensed carrier over the least expensive route, unless otherwise instructed. Shipments F.O.B. Seller’s plant shall be released at a declared valuation of the true replacement value, and in no event such declared valuation exceed the maximum permitted under the least expensive rate schedule applicable to Goods constituting such shipment. Seller shall notify Reelcraft, at the time of shipping of the Goods, together with a copy of the bill of lading or shipping document and the packing list applicable hereto. All such documents and correspondence shall refer to Reelcraft. Purchase Order number. Packing lists must bear a complete description of the goods shipped, including tare weights of each packaging container.
3. Price and Payment
Prices and billing amounts shall not exceed the prices stated on the Purchase Order without the prior written consent of Reelcraft. The prices stated include packaging, crating and transportation F.O.B. point shown. Seller agrees that any price reduction applicable to the ordered Goods subsequent to the order date but prior to delivery will be applicable to this Purchase Order. Seller shall mail the invoice for the Goods to Reelcraft. The cash discount period will date from Reelcraft receipt of the ordered goods. Reelcraft reserves the right to refuse any shipments sent C.O.D. and to dishonor any draft, and all Goods attendant therewith are at Seller´s risk. Except for charges to taxes as provided herein below, Reelcraft will not be responsible for any charge not shown on the face of this Purchase Order without Reelcraft prior written consent to such charges in advance.
4. Termination
Reelcraft may, at any time, terminate this Purchase Order at its convenience, in whole or in part, by written notice or verbal notice confirmed in writing to Seller. If so terminated, any claim of Seller shall be settled on the basis of and limited to the reasonable cost incurred by Seller prior to Reelcraft´s notice.
5. Intellectual Property Rights
Seller agrees to indemnify and hold harmless Reelcraft, and/or its customers, against any and all liability, loss and expense, including attorney’s fees, by reason of any claim, action or litigation arising out of alleged or actual, direct or contributory infringement of patent arising from the purchase, use or sale of Goods. In case the purchase, use or sale of the Goods, or any part thereof, is held to constitute infringement and/or is enjoined, Seller shall, at its own expense, procure for Reelcraft and its customers the right to continue to purchase, use and sell such Goods, or, with the approval of Reelcraft, shall modify said Goods so that they become non-infringing, or remove said Goods and refund the purchase price and the transportation and installation cost thereof. In the event the Purchase Order involves experimentation, research or developmental work, Seller agrees to grant Reelcraft an irrevocable, non-exclusive and royalty free license to make, have made, use and sell any inventions resulting from the work under this Purchase Order.
6. Quality Assurance
Seller warrants that the Goods delivered pursuant to this Purchase Order shall be of good materials and workmanship, free from defects, and shall conform to the specifications, drawings or samples specified or furnished by Reelcraft. This warranty shall survive any inspection, delivery, acceptance or payment by Reelcraft. Seller also warrants that all Goods delivered hereunder shall be merchantable and fit for their intended propose.
7. Defective Goods
If any of the Goods fail to comply with any term of this Purchase Order, Seller shall promptly correct such discrepancy or replace such Goods at Seller’s expense following notice of such discrepancy from Reelcraft. If Seller shall fail to so act within (5) days of such notice, Reelcraft may cancel this Purchase Order as to all such Goods by giving Seller notice, and in addition to its rights and remedies hereunder and at law and equity, Reelcraft may, at its option, cancel the then remaining balance of this Purchase Order by notice and as to all or any part of the Goods, Purchase substitute Goods elsewhere and charge Seller with any loss incurred. After notice to Seller of a discrepancy, all such Goods will be held at Seller’s risk until the discrepancy is corrected or such Goods are returned to Seller. Reelcraft may, and at Seller´s direction, shall return such Goods to Seller at Seller’s risk, and all transportation charges, both to and from the original destination, shall be paid by Seller, unless Seller promptly corrects the discrepancy or replaces the Goods at Seller´s expense.
8. Excess Goods
Except for quantities of Goods in excess of those ordered constituting customary quantity variations common to the trade or industry, and quantity of goods in excess of the amount ordered need not be accepted, and such excess goods may be received, held, and returned to Seller by Reelcraft at Seller’s risk and expense.
9. Changes in Specifications or Schedules
Reelcraft, may at any time, make changes in this Purchase Order as to any Goods. If such changes affect the cost or time required for performance and if Seller makes a claim for adjustment in writing within thirty (30) days of the date it receives notification of change, an equitable adjustment may be made, solely in the discretion of Reelcraft.
10. Inspection and Acceptance
All Goods are subject to Reelcraft inspection, testing and approval, both at Seller’s plant and at the Reelcraft point of destination. Reelcraft shall have ten (10) days, from the date of delivery of Goods to Reelcraft, to accept the Goods. Reelcraft reserves the right to reject and refuse acceptance of any Goods, which do not comply with all the terms of this Purchase Order. Acceptance, payment, use of resale of the Goods by Reelcraft shall not release Seller of any Seller’s obligations, representations or warranties hereunder. Payment for any Goods shall not be deemed an acceptance thereof.
11. Fabrication and Material Commitment
Reelcraft shall not be responsible for any of Seller’s commitments for materials or fabrication in advance of the time necessary to meet delivery dates specified herein unless agreed to by Reelcraft in writing in advance.
12. Compliance with Law
Seller shall comply with the provisions of all applicable federal, State and local laws, regulations, rules and ordinances applicable to this Purchase Order and purchased Goods including, without limitation, any fair labor standards or statutes and any statute or regulation regulating occupational safety and health. Seller shall, following Reelcraft reasonable request, certify such compliance to Reelcraft in writing.
13. Buyer’s Property
Unless otherwise agreed in writing, all drawings, specifications, tools, dies, molds, Jigs, patterns, Machinery, fixtures, equipment, software and any other property furnished to Seller by Reelcraft or paid for by Reelcraft for use in the performance of this Purchase Order shall be and remain the sole property of Reelcraft, subject to removal upon Reelcraft instruction, used only in filling orders from Reelcraft, held at Seller´s risk, and kept insured by Seller while in Seller’s custody or control. The insurance shall be in an amount equal to the replacement cost thereof, the loss payable to Reelcraft.
14. Enforceability of Purchase Order
Where Reelcraft may not be the ultimate consumer of the Goods, or where the Goods are incorporated into a product which is not owned by Reelcraft, Seller agrees that Reelcraft´s rights under this Purchase Order shall insure to the benefit of, and may be exercised and enforced by Reelcraft or the product owner, provided Reelcraft shall have agreed in writing to such exercise or enforcement.
15. Taxes
Except as otherwise provided, the prices stated do not include sales, use, excise or similar taxes applicable to the sale of Goods. All such taxes and charges shall be shown separately on Seller´s invoice.
16. Assignment
Seller shall not delegate any duties nor assign any rights or claims under this Purchase Order without the express prior written consent of Reelcraft. Any assignment or delegation made without Reelcraft´s consent shall be null and void.
17. Indemnity
Seller agrees to defend and save harmless Reelcraft and its subsidiaries, its and their successors and assigns, customers and users of its and their products, against all suits at law or in equity and from all expenses, damages, claims or demands arising out of the death or injury to any person or damage to property alleged to have resulted from or in connection with the Goods, and, upon tender of any suit or claim to Seller, to defend the same at Seller’s expense as to all costs, attorneys’ fees and damages. In the event of Seller’s breach of any obligation in connection with this Purchase Order, Reelcraft may, in addition to all other remedies, recover court cost and expert witness and attorneys’ fees expended in connection with such breach, as well as prejudgment interest at the legal rate.
18. Remedies
No remedy provided herein shall be deemed exclusive of any other remedy available at law or equity. All claims for monies due or to become due from Reelcraft, shall be subject to deduction by Reelcraft for set off or counterclaim arising out of this or any other Reelcraft Purchase Orders to Seller.
19. Governing Law
This Purchase Order and the acceptance of it shall, as provided herein, constitute a contract made in, and to be governed in all respects by the laws of the state of Indiana.
20. Exclusion of Prior Dealing
These terms and conditions and those on the face of the Purchase Order are intended by the parties as a final expression of their agreement and as a complete and exclusive statement of the terms thereof. It is the intent of the parties to negate the effect of any prior course of dealing in the construction and interpretation of this agreement, and no such prior course of dealing shall be read into this Agreement for any purpose whatsoever.
21. Notices
Any notice required or otherwise given pursuant to this Purchase Order shall be in writing and shall be hand delivered, mailed certified mail, return receipt requested, postage prepaid or by recognized delivery service. Any notice to Reelcraft shall be addressed to the buyer at the address shown on the Purchase Order. Any notice to Seller shall be directed to the address of Seller as shown in the body of this Purchase Order.