1. General
A. Acceptance of Offer
Seller may accept his offer (i) by forwarding written acknowledgment of acceptance to Buyer. The first to occur of (i) or (ii) shall constitute Seller’s acceptance. If Seller accepts this offer by commencing performance, Seller shall thereupon be bound hereby, but Buyer shall not be bound until it receives (i) written notice of Seller’s commencement of performance or (ii) the goods ordered hereunder (the “Goods”), whichever shall sooner occur. If Seller accepts this offer by forwarding an acknowledgement of acceptance, Seller shall thereupon be bound hereby, and Buyer shall be bound upon receipt of such acknowledgement.
B. Alteration of Terms
The terms of this Purchase Order may not be modified, superseded or amended except in a writing signed by a representative of Buyer’s Purchasing Department (“Buyer’s Agent”). Each shipment received by Buyer 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 Buyer’s act of accepting or paying for any shipment or any other data.
C. Shipment & Delivery
(a) Time is of the essence of this order. If delivery of the goods is not completed by the time indicated herein, or Seller becomes insolvent or makes a general assignment for the benefit of creditors, or a petition in bankruptcy is filed by or against Seller. Buyer reserves the right without liability in addition to its other rights and remedies hereunder and at law and equity to cancel this order by written or telegraphic 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. Provisions for delivery of the Goods by installments shall not be construed as making the obligations of Seller severable
(b) Shipments shall be suitably packed to prevent damage, and shipped only by licensed carrier and the least expensive route, until otherwise instructed. Shipments F.O.B. Seller’s plant shall be released at a declared valuation of’ the true replacement value, but in no event shall such declared valuation exceed the maximum permitted under the carrier’s least expensive rate schedule applicable to Goods constituting such shipment. Correspondence must show Buyer’s Purchase Order Number. Packing lists must bear a complete description of Goods shipped.
D. Price and Payment
(a) Buyer shall not be billed at or charged prices higher than stated on this Purchase Order without the prior written consent of Buyer’s Agent. The prices stated in this Purchase Order include packing, crating and transportation F.O.B. point shown. Seller agrees that any price reduction made on the Goods subsequent to the placement of this order and prior to delivery of all the Goods will be applicable to this order.
(b) The cash discount period will date form the receipt of Buyer of the Goods or from the date of the invoice, whichever is later. Shipments sent C.O.D. will not be accepted and drafts will not be honored, without the prior written consent of Buyer’s Agent, and all Goods attendant therewith will be at Seller’s risk.
E. Additional Charges
Except for taws pursuant to Section 17, no charges not shown on the face of this Purchase Order will be allowed without the prior written consent of Buyer’s Agent.
F. Termination
Buyer may, at any time, terminate this order for its convenience, in whole or in part, by written or telegraphic notice or verbal notice confirmed in writing, which notice shall be effective when received by or communicated to Seller. If so terminated, any claim of Seller shall be settled on the basis of and limited to the reasonable costs Seller has incurred as of the time of receipt of Seller’s notice in the performance of this order.
G. Patents, Trade Secrets and Confidential Information
Seller warrants the Goods do not infringe, or constitute an unauthorized use of any (i) United States or foreign letters patent (ii) trade secrets, or (iii) confidential information, and Seller agrees to defend, at Seller’s expense, all claims, suits, actions, or proceedings, in law or equity, against Buyer, its successors, assigns, customers and users of any of the Goods, or any of them, for actual or alleged infringement. This clause does not apply when Howe is ordering goods and/or services in accordance with its own designs and B/P specifications.
H. Quality
Seller warrants that all of the Goods, material and work covered hereunder will conform to the specifications, drawings, samples, data or other description furnished to or by, or adopted by, the Buyer, and that the Goods will be of good material and workmanship, free from defects, mercury free, merchantable and fit and sufficient for the purpose(s) intended. Whenever quality system ratings are required, at a minimum, shall meet the latest revisions of quality standards ISO9001 : AS9100, NADCAP.
I. Defective Goods and Limitation of Liability
If any of the Goods fail to comply with any of the terms of this Purchase Order, Seller shall promptly correct such discrepancy or replace such Goods at Seller’s expense upon written or telegraphic notice or verbal notice confirmed in writing, of such discrepancy from Buyer, (which notice shall be effective when received by or communicated to Seller). If Seller shall fail to so act within 5 days of such notice, Buyer may cancel this order as to all such Goods by giving Seller notice in the manner described above, and in addition to its rights and remedies hereunder and at law and equity, Buyer may at its option, cancel the then remaining balance of this order by the same notice procedure, and as to all or any part of the Goods, purchase substitute goods elsewhere. 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. Buyer 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. Any payment for such Goods shall be refunded by Seller unless Seller promptly corrects the discrepancy. Seller’s liability on any claim with respect to Buyer’s parts and/or material directly damaged by Seller’s machining, thread rolling or grinding is limited to (a) direct labor and material cost of such parts and materials. Notwithstanding the forgoing or anything to the contrary contained herein, the aggregate cumulative liability of Seller to Buyer with respect to all goods and services provided to Buyer, whether pursuant to these terms and conditions, the Seller’s quotation or otherwise and whether arising in contract, tort (including, without limitation, negligence), or otherwise, shall under no circumstances exceed an amount equal to three (3) times Seller’s charges for the particular services or goods which are the subject matter of a claim by Buyer.
J. Excess Goods
Except for customary quantity variations recognized by trade practice, Goods in excess of those ordered will not be accepted, and such Goods will be received, held and returned to Seller by Buyer at Seller’s risk and expense.
K. Inspection and Acceptance
The Goods are subject to inspection, testing and approval both at Seller’s plant and at the Buyer’s point of destination, or either of those points, at the time and in the manner recognized by industry trade practices. Buyer reserves the right to reject and refuse acceptance of such of the Goods which do not comply with all terms of this Purchase Order. Acceptance, payment, use or resale of the Goods by Buyer shall not relieve Seller from any of its obligations, representations, and warranties hereunder or pursuant hereto. Payment for any of the Goods shall not be deemed an acceptance thereof
L. Fabrication and Material Commitment
Without the prior written consent of Buyer’s Agent, Seller shall not make commitments for materials nor fabricate in advance of the time necessary to meet delivery dates specified herein.
M. Applicable Laws
Seller, in the performance and pricing of this order, shall comply with the provisions of all applicable Federal, state and local laws, regulations, rules and ordinances, including, without limitation, the Fair Labor Standards Act of 1938, as amended, and the occupational Safety and Health Act of 1970, as amended, and agrees, upon request, to furnish Buyer a certificate to such effect All laws and regulations required in agreements of this character are hereby incorporated by this reference including provisions of executive orders 10925, 11141, 11246. 11375 and 11598 as amended and any subsequent executive orders relating to equal opportunity for employment on government contracts and all rules and regulations of the president’s committee on equal employment opportunity.
N. Property Furnished to Seller By Buyer
Unless otherwise agreed in writing, all drawings, specifications, tools, dies, molds, jigs, patterns, machinery, fixtures, equipment and any other property furnished to the Seller by the Buyer, or specifically paid for by the Buyer, for use in the performance of this order, shall be and remain the property of the Buyer, subject to removal upon the Buyer’s instruction. used only in filling orders from the Buyer, held at the Seller’s risk, and kept insured by the Seller while in hits custody or control or in an amount equal to the replacement cost thereof with loss payable to the Buyer. DFARS 252.225-7014 Clause is invoked for the procurement of materials used to supply the customer per contract requirements.
O. Special Tools
Except where furnished to Seller by Buyer, or specifically paid for by the Buyer, pursuant to Section 14, all drawings specifications, tools, dies, molds, jigs, patterns, machinery, fixtures and equipment needed by Seller for the performance of this order shall be Seller’s expense and shall be Seller’s property.
P. Assignment
Neither part: shall assign or transfer this order, any interest herein or monies payable hereunder without the proper written consent of the other party, and any assignment made without such consent shall be null and void,
Q. Taxes
Unless otherwise stated, the prices do not include sales, use excise, and similar taxes applicable to the sale of the Goods or the materials used in the manufacture thereof. All such taxes and charges shall be shown separately on Seller’s Invoice.
R. Remedies
No remedy herein provided shall be deemed exclusive of any other remedy allowed by law or equity.
S. Interpretation of Contract
This order shall be governed in all respects by the laws of the State of New York.
T. Counterfeit Work
(a) For purposes of this clause, Counterfeit Work consists of those parts delivered under this Contract that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies). “Counterfeit Work” means Work that is or contains items misrepresented as having been designed and/or produced under an approved system or other acceptable method. The term also includes approved Work that has reached a design life limit or has been damaged beyond possible repair, but is altered and misrepresented as acceptable.
(b) SELLER agrees and shall ensure that Counterfeit Work is not delivered to Howe Machine & Tool Corp
(c) SELLER shall only purchase products to be delivered or incorporated as Work to Howe Machine & Tool Corp directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Work shall not be acquired from independent distributors or brokers unless approved in advance in writing by Howe Machine & Tool Corp
(d) SELLER shall immediately notify Howe Machine & Tool Corp. with the pertinent facts if SELLER becomes aware or suspects that it has furnished Counterfeit Work. Upon sale of merchandise to Howe Machine & Tool Corp SELLER shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM.
(e) In the event that Work delivered under this Contract constitutes or includes Counterfeit Work, SELLER shall, at its expense, promptly replace such Counterfeit Work with genuine Work conforming to the requirements of this Contract. Notwithstanding any other provision in this Contract, SELLER shall be liable for all costs relating to the removal and replacement of Counterfeit Work, including without limitation Howe Machine & Tool Corp costs of removing Counterfeit Work, of reinserting replacement Work and of any testing necessitated by the reinstallation of Work after Counterfeit Work has been exchanged. The remedies contained in this paragraph are in addition to any remedies Howe Machine & Tool Corp may have at law, equity or under other provisions of this Contract.
(f) This clause applies in addition to any quality provision, specification, statement of work or other provision included in this Contract addressing the authenticity of Work. To the extent such provisions conflict with this clause, this clause prevails.
(g) SELLER shall include paragraphs (a) through (d) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or furnished as Work to Howe Machine & Tool Corp
(h) SELLER shall establish and maintain a Counterfeit Prevention Program. The purpose of this document shall be to prevent the delivery of counterfeit parts and control parts identified as counterfeit.***
U. Corporate Responsibility
The reputation that Howe Machine & Tool Corp has earned for ethical standards is one of our greatest business assets. Our goal has never been solely to comply with the law, but to abide by the highest principles of integrity and concern for others.
We strive to conduct business in ways that reflect our standards of business conduct– collectively as a company and as individual employees within the company. Through communications and training, we continually link individuals – including business associates – to Our Values. We do not sacrifice our integrity to achieve business objectives.
Our sense of ethics and doing what is right are the cornerstones of Howe Machines exemplary reputation. They allow us to gain respect and support within our communities, help provide a competitive advantage in the marketplace, and attract and retain individuals who not only demonstrate, but also demand high standards of business conduct.
Please join us in maintaining Howe Machine & Tools reputation for integrity in the years to come.
V. Product Safety
Principle Statement: Howe Machine & Tool Corp is committed to product safety, quality, and stewardship. Product safety, quality, and stewardship must always be primary considerations during design, manufacture, marketing, and sales of Howe Machine products. Howe Machine employees must know and follow all applicable laws, regulations, and Howe Machine policies, standards, and procedures for product safety, quality, and stewardship and must report and respond to concerns in a diligent manner. Howe Machine management is responsible for addressing reported concerns and ensuring that Howe Machine employees are properly trained in applicable laws and regulations and Howe Machine policies, standards, and procedures.
Purpose: Howe Machine strives to improve every life. Howe Machine provides our customers with quality products that are safe for their intended uses and understands that providing products that consistently meet customer, community, and our own high expectations is fundamental to our success. Howe Machine works to produce products with superior performance across their entire life-cycle. We also work with our suppliers and business partners so that their operations support these same objectives. These efforts together help define, protect, and ensure the long-term success of our company.
This Principle applies to all employees and may apply to those acting on behalf of Howe Machine.
Additional Guidance:
- Comply with all applicable product safety, quality, and laws and regulations and Howe Machine & Tool policies, standards, and procedures.
- Always be alert and report all product safety, quality, and stewardship concerns, including concerns raised to you by fellow employees, customers, product users or others.
- Product stewardship encompasses Howe Machine environmental, health and safety (EHS) commitments that extend beyond the foundation of product safety and compliance. Specific Howe Machine & Tool product stewardship commitments include, for example, policies and standards regarding life-cycle management material sourcing.
- Use Howe Machine & Tool Managements program to help integrate product safety, quality, compliance, performance and other stewardship considerations into the design, manufacture, marketing, and sale of Howe Machine products, including considerations of intended uses, foreseeable misuses, and disposal of our products.
- Assess outsourced products with the same degree of review for product-related safety, regulatory, and potential liability attributes as those manufactured by Howe Machine & Tool.
- Participate in training and education programs regarding product safety, quality, compliance, other stewardship management procedures and requirements.
- Substantiate product claims, including marketing, sales, and technical information provided to customers.
- Select and retain those suppliers, contractors, or outsourced manufacturers and service providers that comply with all applicable laws and regulations and meet Howe Machine & Tools product safety, quality, performance and other stewardship expectations.
- Howe Machine & Tool commitments to safety, quality and stewardship apply equally to services. Services provided by Howe Machine must be conducted in a manner that is safe; complies with applicable laws and regulations; meets quality requirements; and conforms with 3M policies, standards and procedures.
Penalties: Failure to comply with applicable product safety, quality, and environmental laws and regulations and this Principle could lead to criminal and civil penalties for Howe Machine & Tool and for employees personally, significant business disruptions, and harm to Howe Machine & Tools reputation. Violations of Howe Machine & Tool Code of Conduct will result in discipline, up to and including termination from employment.
2. Certifications
Three sets of certifications (certs) are required with each shipment (four sets of certs are required if raw material is being purchased). The Howe purchase order number is to be included as a reference on all certs. Invoices will not be paid without certs. All material specifications and processing must be to the latest specification levels. All records shall be retained by the certifying company a minimum of 10 years.
3. Access to Facilities
It is agreed, that in the execution of this purchase order, Howe Machine and/or its prime contractor, including FAA representatives, will be permitted on site to review vendor facilities and procedures, as deemed necessary.
4. First Article
The Seller shall conduct a first article inspection on the first fabricated parts, components, subassemblies and assemblies manufactured. The form used shall be at the discretion of the Seller.I
A change to the engineering drawing or a change in the Seller’s manufacturing process that affects the parts produced will mandate a new FAI for characteristic/dimensional changes. This form shall be submitted with parts and FAI part tagged for quality control verification at Howe.
5. Source Inspection/Test
Howe Machine’s source inspection is mandatory on this purchase order. Call Howe to arrange for source inspection a minimum of five (5) days in advance of date when material is ready for inspection.
6. MC/DX Rated Contracts
This order has a government rated DX priority rating. Federal law requires that DX rated orders take preference over all unrated orders as necessary to meet required delivery dates. Persons receiving rated orders must give them preferential treatment as required under Government Regulation DPAS 15CFR700.
7. Key Characteristic Requirements
If key characteristics are identified on the blueprint for the part being ordered, Seller must meet the key characteristic requirements specified in LA-9000 SPC Procedures Section I. par. 8.0-8.8.
8. Approved Sources of Supply
Approved sources must be used during the manufacture of the parts being ordered. Only sources approved by Howe customers are to be used for the performance of all processes (i.e. plating, heat treating, NDT, etc.) as required in the blueprint specifications. Howe will identify the Howe’s customer associated with each purchase order. Only sources approved by that customer are to be used in the performance of the work required by that order. Failure to utilize the proper approved sources are cause for the rejection of all parts being ordered. The following customer websites are available to obtain lists of approved sources:
9. Government Source Inspection
Government inspection is required prior to shipment from your plant. Upon receipt of this order, promptly notify the Government Representative who normally services your plant so that appropriate planning for government source inspection can be accomplished.
10. RATED ORDER FLOW DOWN
This is a defense priorities & allocations system (DPAS) rated order, certified for national defense use. You are required to follow all the provisions of the defense priorities and Allocation system regulation (15 CFR 700) including providing written notice of acceptance or rejection of this order and flow-down to lower-tier suppliers. Written acceptance/rejection required (do rated order) – within fifteen (15) business days after receipt of order (dx rated order) – within ten (10) business days after receipt of order penalties for willful violation of dpas Willful violation of dpas is a crime, punishable by a $10,000 fine, or one year in prison, or both (per occurrence).