(Effective January 17, 2018)
The following Purchase Order Terms and Conditions (hereinafter “Agreement”) between 3DP Unlimited, LLC d/b/a 3D Platform (hereinafter “Buyer”) and you (hereinafter “Seller”) are incorporated into the Purchase Order_____________ (or print/drawing which may accompany said Purchase Order) (“Purchase Order”) between Buyer and Seller. Acceptance of this Agreement is expressly limited to its terms, and Buyer hereby objects to any additional or different terms that may be proposed or contained in any response to this Agreement. Seller’s delivery of any goods pursuant to the Purchase Order shall operate as acceptance by Seller of all terms and conditions contained herein.
1. Compliance with Laws—Seller agrees that at all times it will comply with all applicable federal, state, municipal and local laws, orders and regulations, including, but not limited to, those affecting prices, production, purchase, sale, and use of material. If requested by Buyer, Seller agrees to timely certify compliance with such laws on such forms as Buyer may request.
2. Right of Access—Buyer, its customers and/or regulatory authorities shall be allowed right of access to visit the seller’s facilities to monitor the items being manufactured/processed for Buyer to determine and verify the quality of work, records, material(s), compliance with applicable international standards (including, but not limited to ISO, AS, TS, etc.), and compliance with laws and regulations set forth by any government agency with applicable jurisdiction. Buyer will provide advanced notification of such visits, whenever possible to avoid disruption of planned schedules.
3. Delivery and Acceptance—All goods shall be shipped at Buyer’s expense, either to Buyer’s place of business or to such other location designated in the Purchase Order. All goods not meeting the original acknowledge due date (unless changed at the request of Buyer) shall be shipped expedite at Seller’s expense. Risk of loss shall pass to Buyer upon acceptance of the goods. Buyer shall have a reasonable time to inspect the goods before accepting or rejecting them. Defective or nonconforming goods will constitute a breach of contract and may be rejected by Buyer. Any goods rejected by Buyer will be returned to Seller at Seller’s expense, and Buyer may then pursue any available legal or equitable remedies. Buyer may also elect to accept any defective or nonconforming goods, and shall be entitled to money damages constituting the difference in value between the goods received and those specified in the Purchase Order. All deliveries by Seller shall include a packing slip, with title to pass to Buyer upon Buyer’s acceptance of the goods. No charges for unauthorized transportation will be allowed. ALL COMMON CARRIER SHIPMENTS MUST BE REAR UNLOADED (FORK TRUCK ONLY) AND MUST NOT EXCEED 2,000 POUNDS PER PACKAGE OR BUNDLE.
4. Pricing—If Seller’s prices are different than those stated on the Buyer’s purchase order, Seller’s prices are subject to approval by the Buyer prior to shipment. If approval is not received by the Seller within reasonable amount of time, Buyer should be contacted by telephone so as not to delay shipment.
5. Shipping Tolerance and Warranty—Seller is responsible for maintaining a 0% tolerance for materials purchased by the Buyer that are considered standard componentry and a -5% tolerance for ‘custom’ componentry. The Buyer reserves the right to reject shipment or return any unauthorized, incomplete, or partial shipments without charge or cost to the Buyer. Seller warrants that all goods conform to the requirements of Buyer, are of good material and workmanship and free from defects. Seller’s warranty shall be for the period specified on the face of the Purchase Order. If no such period or schedule is set forth upon the Purchase Order, the warranty shall be effective for a period of one (1) year from the date of acceptance of goods by Buyer. If any of the goods furnished under this contract are nonconforming or defective in any manner, Seller agrees to replace or correct defects in any Goods not conforming without expense to Buyer when notified of such non-conformity by Buyer.\
6. Termination—Buyer may terminate the Purchase Order at any time with or without cause, by giving written notice to Seller. In the event of such termination, Buyer shall pay to Seller the costs and expenses incurred by Seller in performing its obligations under the Purchase Order, prior to the date of the termination of the Purchase Order, which may include the cost of any necessary materials and components purchased by Seller to perform its obligations pursuant to the Purchase Order. The payment of such sum by Buyer shall be Seller’s sole and exclusive remedy for Buyer’s termination of the Purchase Order.
7. Quality Assurance.—The Seller shall implement a system to ensure the quality of all goods delivered to Buyer pursuant to the Purchase Order which shall include, but not limited to, the following provisions:
8. Goods covered by the Purchase Order, and systems or special processes used to generate the goods, are subject to evaluation and verification inspection by Buyer’s representatives to determine their effectiveness in supporting quality requirements.
9. A Seller Certificate of Compliance (“C of C”), with authorized signatures, must accompany each shipment of goods by Seller to Buyer when designated on the Purchase Order. Each C of C must indicate (i) the Purchase Order number, (ii) the Purchase Order part number, (iii) the Purchase Order serial number (if applicable), (iv) the total quantity of goods shipped, and (v) that the goods conform to the terms of the Purchase.
10. A Manufacturer’s Material Certification (“Mat Cert”), with authorized signatures, must accompany each shipment of goods by Seller to Buyer when designated on the Purchase Order. Each Mat Cert must include (i) a description of the composition of the goods, (ii) precise specifications of the goods, (iii) applicable test results, (iv) relevant analysis, and (v) the mechanical properties of the goods.
11. Records of inspections and tests of goods sold to Buyer must be maintained on file by the Seller for a period of ten (10) years. When requested, any records shall be delivered to Buyer within three (3) days.
12. Seller must notify Buyer and receive Buyers approval before shipping goods that do not conform to the specifications within the Purchase Order.
13. Safety—If the goods and materials supplied hereunder or any services performed hereunder involve any risk of injury or death to persons or damage to property, Seller shall provide Buyer with a written description of the nature and extent of such risk, including a description of any precautions which should be taken to minimize the risk. Seller warrants that any chemical substances supplied hereunder are included in the list of chemical substances compiled and published by the Environmental Protection Agency pursuant to the inventory reporting regulations of the Toxic Substances Control Act and other applicable laws and regulations. Further, Seller represents that such substances have been properly handled under federal, state, or local law.
14. Equal Employment Opportunity—Buyer is fully committed to equal employment opportunity consistent with the objectives set forth by federal, state, and local statutes. Buyer has provided, and will continue to provide, equal opportunity to all applicants and associates without regard to race, color, religion, sex, national origin, disability, or veteran status in recruitment, hiring, placement, training, advancement, compensation, transfer, termination, and any and all other conditions and privileges of employment.
15. Indemnification—Seller shall indemnify and hold Buyer, its officers, agents, employees, and representatives harmless from any and all claims arising from the purchase, use, or sale of goods hereunder, from any breach or default on the part of Seller under the Purchase Order, from any act of negligence of Seller or its officers, agents, employees, or representatives and from any related costs, attorneys’ fees, expenses, or liabilities incurred by Buyer related to such breach or default.
16. Liability—Seller agrees that the relationship established by the Purchase Order does not create a partnership or joint venture. No liability or obligation of Seller, its agents, representatives, officers or employees shall attach to Buyer. Buyer shall not be liable for any incidental, consequential, special, or indirect damages due to any breach or default of the Purchase Order.
17. Remedies—In the event that Seller is in default or otherwise breaches the Purchase Order, Buyer shall have all rights available at law or equity and shall be entitled to recover its costs and expenses incurred in enforcing the Purchase Order, including, without limitation, its attorneys’ fees. Any action in regard hereto or arising out of the terms and conditions hereof shall be instituted and litigated in the courts of the State of Illinois and no other. In accordance herewith, the undersigned hereby submits to the jurisdiction and venue of the courts within the county of Winnebago, State of Illinois. Buyer and seller hereby waive the right to a jury trial in any action, proceeding or counterclaim arising out of the purchase order, this agreement or the transaction described therein.
18. Entire Agreement—This Agreement is intended by the parties as a final expression of the terms and conditions of the Purchase Order. No representations, understandings, or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein. This Agreement can only be modified in a writing signed by both parties. No previous course of dealing between the parties or trade usage may be used to interpret, limit or otherwise impair the operation of this Agreement.
19. Waiver—Buyer shall not be deemed to have waived any rights under this Agreement or the Purchase Order unless such waiver is given in writing and signed by Buyer. No delay or omission on the part of Buyer in exercising any right shall operate as a waiver of such right or any other right. A waiver by Buyer of a provision of this Agreement or the Purchase Order shall not prejudice or constitute a waiver of Buyer’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement or the Purchase Order. Neither prior waiver by Buyer nor any course of dealing between Buyer and Seller, shall constitute a waiver of any of Buyer’s rights or of any of Seller’s obligations as to any future transactions. Whenever the consent of Buyer is required under this Agreement, the granting of such consent by Buyer in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Buyer.
20. Notices—All notices required to be given under this Agreement or the Purchase Order shall be given in writing and shall be effective when a record has been actually delivered, deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the address shown upon the Purchase Order, received by telecopy or received through the Internet. Notices shall include but not limited to changes in product, process, suppliers, and when required approved by Buyer. Any party may change its address for notices under this Agreement or the Purchase Order by giving formal written notice to the other party, specifying that the purpose of the notice is to change the party’s address.