Purchase Order Terms and Conditions

THIS PURCHASE ORDER IS ISSUED AS AN AGREEMENT TO PURCHASE SUBJECT TO THE FOLLOWING CONDITIONS

  1. CONFIRMATION REQUIRED: Please confirm the receipt of this Purchase Order (PO) by emailing delivery dates to buyer and anyone else noted on the PO. Material is to arrive on site no later than the date required on the PO or sooner if the material is available. If dates cannot be met please notify buyer immediately.
    a. No partial or overage shipments will be accepted unless we give specific approval.
    b. Overdue portions of the order may be cancelled at our option without obligation to us.
    c. The order must not be filled at prices higher than shown on the order or in price schedules or other agreements applicable at the original date of the order. If order or any part hereof is assigned by the vendor to others without our prior approval, the order is then subject to immediate cancellation at our election without obligation to us.
    d. Except for those items for which we furnish the design and/or tooling, the vendor guarantees that the material on the order  is produced and sold free of patent infringements or other legal restrictions, and agrees to defend any suit brought against us for such infringement or violation and to reimburse us for any loss incurred because of such action.
    e. All specifications, drawings, patterns, tooling, etc. furnished to the vendor shall be used only in the manufacture of the material ordered and shall not be used in any way prejudicial to our interest.
    f. The order consists of all referenced conditions, specifications, drawings, appendixes and Conditions of Purchase. Delivery  of the Material by the vendor will be considered as an acceptance of the order and any term or condition offered by a  vendor which is in conflict with any part of the order will be considered applicable and binding only when authorized by us   in writing.
    g. The vendor has fully complied with the applicable provisions of the Fair Labor Standards Act of 1938, as amended, an   any  and all requirements of Executive Order No. 10925 of March 6, 1961, regarding Equal Employment Opportunity, and any changes thereto.
    h. The prices charged are not higher than those established by the General Price Regulation of January 26, 1951, including any amendment, or by any other subsequent regulations applicable to the determination of these prices.

2. BUYER AUTHORIZATION: Buyer’s authorized purchasing representative has sole authority to make contractual commitments on behalf of Buyer, to provide contractual direction, and to change contractual requirements defined in this Order. Buyer’s engineering, technical personnel and other representatives may from time to time render assistance or give technical advice or discuss or affect an exchange of information with Seller’s personnel concerning the Products hereunder. No such action shall be deemed to be a change under the “Changes” provision of this Order and shall not be the basis for an equitable adjustment.Only the Purchasing Agent or his representative is authorized to make any change, exception or alteration of any kind of waive any Condition of Purchase for the order.

3. RIGHT TO INSPECT: (FAR 52.246-2) Tate Andale reserves the right to inspect any of our items at your plant or sub-tier vendors at any stage of development or manufacture. Material ordered will be received conditionally, subject to inspection and acceptance by our QC Receiving Department. Defective material and unacceptable overages will be returned at the vendor’s expense.

4. PRODUCT SUBSTITUTIONS: There shall be no product substitutions without prior Buyer review and documented approval.

5. OBSOLESCENCE: If any items on this purchase order are or will become obsolete in the near future, please notify the buyer.

6. DELIVERY INFORMATION: Standard receiving hours are 6am – 2pm Monday through Friday. All deliveries need to be during these hours unless otherwise scheduled with the site. No exceptions!

7. PACKING AND SHIPPING: Seller shall be responsible for ensuring the proper packaging and shipping of Product in accordance with Buyer’s carrier routing/shipping instructions, which are shipment is less than 100lbs ship via Collect UPS #294-914; Shipments over 100lbs Contact Nexterus at (888) 867-5952 or email DCS@NEXTERUS.Com.
a. Failure to follow the above instructions may result in a short pay.
b. Containers shall comply with uniform freight classification rules or other carrier regulations applicable to the
mode of transportation. Damage resulting from improper Product packaging will be charged to Seller.
c. Material shall be packed to insure carrier acceptance and safe delivery to destination at the lowest applicable
rate.Failure to comply may result in your shipment being refused.
d. Supplier shall not charge Tate Andale for any additional costs associated with these instructions, unless
previously approved by Tate Andale.

8. INVOICING: Documentation Requirements: Invoices (packing lists, bill of lading, etc.) must contain the following information: Purchase Order Number and RFQ (if applicable) Invoices will not be accepted if cost exceeds the on the Purchase Order. All other subsequent costs such as Expediting, Documentation charges, etc are to be broken out separately per each line item where applicable.
a. Submittal: Preferred method of invoice submittal is via email to tateap@tatandale.com or Fax (410) 510-1988. If
mail is the only option, submit invoices to the address on the Purchase Order. Payable Inquiries at 410-247-8700 or
the buyer on the Purchase Order.

9. EQUAL EMPLOYMENT OPPORTUNITIES: Buyer, Seller and Seller’s subcontractors shall abide by the requirements
of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified
individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination
against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national
origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to
employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender
identity, national origin, protected veteran status or disability.

10. MERCURY CONTAMINATION NOTICE: THE MATERIALS FURNISHED UNDER THIS ORDER SHALL BE FREE OF FUNCTIONAL MERCURY CONTAMINATION.
Your suppliers and sub-tier venders must supply a mercury free statement to be part of your data package.

11. HAZARDOUS SUBSTANCES: Seller shall not supply any hazardous substances, (Asbestos, Lead, Mercury,
ect.), included in the order and which may not be readily apparent to Purchaser or its personnel. When available,
Seller shall provide the appropriate material safety data sheets with each shipment. Seller shall promptly and
thoroughly clean up and leaks or spills of any hazardous substance or waste including leaks or spills during shipment.
Seller shall not dispose of any hazardous substance or waste on Purchasers property.

12. SUSPECT/COUNTERFEIT PARTS: Seller is hereby notified that the delivery of suspect/counterfeit parts is
of special concern to Tate Andale, Inc. If any parts covered by this Agreement are described using a manufacturer part
number or using a product description and/or specifies an industry standard, Seller shall be responsible to assure that
the replacement parts supplied by Seller meet all requirements of the latest version of the applicable manufacturer data
sheet, description, and/or industry standard. If Seller is not the manufacturer of the goods, Seller shall ensure that
the replacement parts supplied under this Agreement are made by the Original Equipment Manufacturer (“OEM”) and meet the
applicable manufacturer data sheet or industry standard. Should Seller desire to supply a replacement part that may not
meet the requirements of this Section, Seller shall notify Tate Andale, Inc. of any exceptions and receive Tate Andale’s
written approval prior to shipment of the replacement parts to Tate Andale, Inc. If suspect/counterfeit parts are
furnished under this Agreement or are found in any of the Goods delivered hereunder, such items will be dispositioned by
Tate Andale, Inc. and /or the supplier, and may be returned to Seller. Seller shall promptly replace such
suspect/counterfeit parts with parts acceptable to Tate Andale, Inc. and Seller shall be liable for all costs, including
but not limited to Tate Andale, Inc. internal and external costs, relating to the removal and replacement of said parts.

13. Awareness of Malpractice Prevention: Suppliers (management and employees) are contractually obligated
and expected to meet all purchase order requirements. Suppliers are required to inform sub-tier Supplier’s hired by the
Supplier that they are likewise contractually obligated and expected to meet all purchase order requirements.
Suppliers and sub-tier Suppliers shall be aware and vigilant for Malpractice and Fraud and Falsification (F&F), as it
affects contract compliance. All parties associated with product and services destined for ultimate delivery to the
Purchaser must be aware that Malpractice and F&F are grave and serious matters. The act of Malpractice or F&F has the
potential for severe and costly damages. Reference: (EB Spec. 2678M Appendix B)

14. COMPLIANCE WITH LAWS: Seller warrants that in the performance of this. PO seller shall comply with all
applicable Federal, State, and local laws, orders, rules and regulations of government entities, whether or not such
provision are referenced elsewhere in the PO. Seller covenants to indemnify and hold Buyer and item assignees harmless
from, any or all loss, costs, damages, expenses or liability (including reasonable attorney’s fee) incurred by buyer and
its assignees, by reason of Seller violation of this warrant, or as a result and failure to Seller to comply with any
such laws and regulations

15. INSURANCE: Seller shall carry sufficient insurance to enable it to meet its obligation under this order
including, workers’ compensation, and general liability insurance (including products and completed operations coverage,
and contractual liability coverage). Upon request Seller shall provide Purchaser with certificates of insurance. Should
such coverage not be satisfactory to Purchaser, Purchaser shall have the right to require Seller to increase its insurance
limits or acquire additional types of insurance.

16. COMPLIANCE WITH LAWS: Seller warrants that in the performance of this. PO seller shall comply with all
applicable Federal, State, and local laws, orders, rules and regulations of government entities, whether or not such
provision are referenced elsewhere in the PO. Seller covenants to indemnify and hold Buyer and item assignees harmless
from, any or all loss, costs, damages, expenses or liability (including reasonable attorney’s fee) incurred by buyer and
its assignees, by reason of Seller violation of this warrant, or as a result and failure to Seller to comply with any
such laws and regulations