Purchase Order Terms and Conditions
Polytek® Development Corp. Purchase Order Terms and Conditions
1. Governing Terms; Acceptance.
The following terms and conditions shall apply to Polytek Development Corp. (hereinafter, "Polytek") purchase from the seller ("Seller") of the goods (the "Goods") and the services (the "Services"), all as described on the Purchase Order attached hereto (the "Purchase Order"). Polytek will not accept nor be bound by and hereby expressly rejects any different or additional terms or conditions with respect to the Goods and/or the Services contained in any proposal, invoice or other form or communication, other than those contained in a written agreement signed by both Polytek and Seller covering the Goods and/or the Services. If there is no such written agreement, Polytek will purchase the Goods and/or the Services only upon the following terms and conditions. Seller’s acceptance of the Purchase Order, shipment or delivery of the Goods, or provision of the Services shall constitute Seller's assent to and acceptance of the following terms and conditions.
Seller shall notify Polytek in advance in writing of all changes in raw materials or their source, formulation, manufacturing location, manufacturing methods or processes, packaging, shelf life or other changes to any goods delivered under this Purchase Order which could affect their quality or performance. Such changes must be pre-approved by Polytek in writing. Seller agrees to provide a Certificate of Analysis for each of the Goods confirming Seller’s verification that the Goods delivered meet the specifications required hereunder.
3. Risk of Loss.
Unless otherwise specified title, risk of loss and liability with respect to Goods shall pass to Polytek upon delivery of the Goods to Polytek’s designated location in accordance with this Purchase Order.
4. Import Requirements.
Upon Polytek's request and at no additional cost, Seller shall provide an appropriate certification stating the country of origin of the Goods sufficient to satisfy the requirements of (a) the U.S. customs authorities, and (b) any applicable export licensing regulations, including those of the United States. Seller shall mark all of the Goods with their country of origin. If any Goods are imported, Seller shall, when possible, allow Polytek to be the importer of record. If Polytek is not the importer of record and Seller obtains duty drawback rights to the Goods, Seller shall, provide documents required by the customs authorities of the country of receipt to prove importation and to transfer duty drawback rights to Polytek.
All Goods are received subject to inspection and approval by Polytek. Polytek shall have a reasonable time after delivery to test or otherwise inspect the Goods to determine whether the Goods conform to Polytek’s specifications. Polytek’s specifications include quality of Goods, quantity of Goods, time of delivery (whether late or early), proper labeling and proper documentation. Polytek’s acceptance of the Goods or Services, inspection of the Goods or Services or payment for the Goods or Services shall not relieve Seller of any obligations under this Purchase Order, and does not release Seller from liability for latent defects. Polytek does not waive any of its rights of inspection or rejection by unloading or using non-conforming Goods. Payment for Goods does not constitute acceptance.
6. Pricing and Payment.
The price for the Goods and Services shall be Seller's lowest price currently in effect for like quantities. Should Seller quote, offer or provide any lower price or better terms for any Goods or Services of the same or less quantity to any other party prior to completion of the transaction, Seller shall promptly notify Polytek, and, to the extent legally permissable, such lower price or better terms shall apply. Time for calculation of Polytek's payment for the Goods or Services shall be computed from the date of Polytek's receipt of an acceptable invoice for same or Polytek's acceptance of the Goods or Services, whichever is later. Payment by Polytek to Seller shall not constitute Polytek's acceptance of the Goods or Services. Polytek shall be responsible only for taxes that Polytek is required to pay under applicable statutes. All other taxes with respect to any of the same shall be paid by Seller. Unless otherwise stated, terms will be F.O.B. Polytek’s facility and Seller will be responsible for all freight costs.
Seller warrants that it has good and marketable title to all Goods delivered to Polytek hereunder, free and clear of all liens and encumbrances. Seller further warrants with respect to Goods and equipment that all parts thereof and the operation thereof: (1) shall conform to Polytek’s standard specifications or such other specifications as are made a part of this Purchase Order; (2) shall conform to all applicable plans, drawings, samples or models furnished to and approved by Polytek; and (3) shall not infringe any patent, trademark or copyright. Seller warrants that any services provided shall be performed in accordance with the highest standards, practices, and codes of the industry applicable to such services.
Seller shall be liable for all damages, including all consequential, incidental, third party and special damages incurred by Polytek as a result of Seller's failure to meet the obligations contained herein. Without limiting Seller's liability hereunder, if the Goods or Services are defective in any way or do not conform to the provisions of the Purchase Order, Polytek may terminate the Purchase Order or reject any or all of the Goods and Services. Upon such notice, Polytek may return, at Seller's expense, any or all of the Goods or require prompt correction or replacement of the Goods and Services at Seller's expense.
Seller agrees to obtain and maintain adequate liability insurance to insure all of Seller’s obligations under the Purchase Order and these terms and conditions, and Polytek reserves the right to establish minimum insurance naming Polytek as an additional insured.
10. Force Majeure.
Neither party will be considered in default of this Agreement to the extent that any such breach results from circumstances beyond the reasonable control of the party affected, including but not limited to acts of God, war, fire, accident or disaster, or by reason of any law, regulation or other act of any governmental authority, including court orders, or labor problems. The affected party shall promptly give written notice to the other party whenever such event becomes reasonably foreseeable, and shall use its best efforts to overcome promptly the effects of such event. If Seller is unable to supply the total quantity of goods contained herein, Seller shall allocate its actual production among its internal needs and its customers in a fair and reasonable manner. If such event continues for a period of more than thirty (30) days, the other party may terminate the Purchase Order. Quantities of Goods omitted due to such event shall, without liability, be deleted from the Purchase Order.
11. Laws and Regulations.
Seller represents warrants and covenants that in performing its obligations under this Purchase Order, Seller will comply with all applicable laws, rules, regulations, and ordinances. restrictions. The validity, interpretation and performance of the Purchase Order and these terms and conditions shall be governed by the law of the Commonwealth of Pennsylvania, without reference to its principles of conflicts of laws.
12. Safety, Health, and Environment.
If on-site services are provided by the Seller, the Seller agrees to comply with all applicable site Safety, Health, and Environmental rules and requirements as specified by Polytek. Non-compliance with such rules and requirements will be considered as non-performance by Seller.
All non-public information supplied by Polytek shall be held in confidence by Seller, and shall not be used by Seller for any purpose other than completing the Purchase Order under these terms and conditions. Such information shall not be reproduced, used, or disclosed to others by Seller without Polytek's prior written consent, and shall be returned to Polytek upon the completion of Seller's obligations under the Purchase Order or upon Polytek's demand.
Polytek may at any time terminate the Purchase Order or any part thereof for its sole convenience and Polytek’s sole liability upon such termination shall be payment to Seller for any Goods delivered or Services rendered by Seller prior to notice of such termination for which payment has not already been made. Seller shall not be entitled to any damages (including, but not limited to, consequential damages and lost profits) as a result of any such termination.