Purchase Order Terms and Conditions

1. Acceptance.

This order is for the purchase of the goods and/or services described on the purchase order and are the Buyer’s offer to seller. Acceptance hereof by Seller shall constitute Seller’s acceptance of such offer, including all of the terms and conditions herein set out. This order is subject to the following terms and conditions and no other, unless there is a signed overriding agreement between the parties. No responsibility will be assumed for any material ordered or delivered without an authorized purchase order. Buyer reserves the right to reject any shipment with a quantity in excess of 10% (ten percent) of the amount ordered.

2. Price Warranty.

Seller has warranted that the prices charged to the Buyer as indicated on the purchase order are no higher than prices charged on orders placed by others for similar quantities on similar conditions subsequent to the last generally announced price change. In the event Seller breaches this warranty, the price of the article shall be reduced accordingly to such lower price. No charges for crating and/or packing allowed unless agreed upon in advance.

3. Product Warranty.

Seller warrants that all the articles will be free from defects in material and workmanship, will conform to specifications, drawings and other description and the accepted samples will be merchantable and if ordered for stated purpose, will be fit for such purpose.

4. Rejection.

All goods purchased hereunder are subject to Buyer’s inspections and approval. When placed in use, Buyer shall notify Seller of nonconforming goods upon discovery. Goods rejected by Buyer for whatever reason shall be held, transported and/or stored at Seller’s sole expense. Seller shall promptly reimburse Buyer for any such expenses. Buyer reserves the right to reject C.O.D. shipments.

5. Freight Charges.

All goods are to be shipped freight prepaid by Seller and at Seller’s expense, unless expressly stated otherwise on this purchase order.

6. Risk of Loss.

All shipments shall be F.O.B destination regardless of freight charges and title and risk of loss shall remain with Seller until goods are delivered to Buyer in acceptable condition at destination.

7. Payment.

The cash discount period runs from date of receipt by Buyer of material or invoice whichever is later, and such period will be extended during the time required to correct invoice errors. All changes must be itemized on invoice.

8. Termination.

Buyer reserves the right to cancel all, or any part of this order not shipped, in accordance with terms and conditions stated on Purchase Order. All back orders are subject to cancellation in writing from Buyer.

9. Compliance.

All equipment and materials must comply with Occupational Safety and Health Act requirements, and all other applicable government regulations. The Personal Property Security Act applies in all transactions between Buyer and Seller. Material Safety Data Sheets are to be furnished if applicable.

10. Identification.

All invoices, packages, shipping notices, instruction manuals and other written documents affecting this order shall contain the applicable Purchase Order Number. Packing lists shall be enclosed with each shipment.

11. Tools.

Except as otherwise specified in this order, any special tooling, including jigs, dies, molds, patterns, special gauges, special test equipment and other items shall be furnished by, and at the expense of Seller for the Buyer, and shall be stamped or painted “Property of Utilities Kingston”, and shall be stored separately when not in use. Special tooling shall be kept in good condition by Seller and, when necessary, replaced by Seller without expense to the Buyer. Title to special tooling shall be in Buyer name and all parts made from Buyer’s special toolings are to be supplied to Buyer exclusively.

12. Patent Indemnification.

Seller shall indemnify buyer against all patent, copyright or trademark infringement liability for the goods and/or services provided by Seller. The Buyer may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires.