Terms & Conditions

  1. Complete Agreement: Seller shall be bound by this order and its terms and conditions when it executes and returns an acknowledgment or when it delivers to Buyer any of the items ordered, or renders for Buyer any of the services ordered herein. This purchase order, including these terms and conditions, the specifications, drawings and data hereto and any additional terms and conditions incorporated into and attached hereto, constitutes the sole and entire agreement between the parties hereto. No other terms or conditions shall be binding upon Buyer unless accepted by its authorized agent in writing.
  2. Applicable Laws: Seller in the performance of this order shall comply with the provisions of the Fair Labor Standards Act of 1938 as amended, and all other applicable Federal, state and local laws, regulations, rules and ordinances, and agrees, upon request, to furnish Buyer a certificate to such effect in such form as Buyer may from time to time require.
  3. Price and Payment: The price herein specified shall, unless otherwise expressly stated, excludes all taxes and duties of any kind which either party is required to pay with respect to the sale of the goods covered by this agreement, but shall include all charges for packing and loading. Payment shall be made in accordance with the applicable provisions of this purchase order. The time from payment of invoices, or for accepting any discounts offered, shall run only from the date correct invoices are received by Buyer.
  4. Warranties-Guaranties: Seller warrants that the goods shall be free from defects in design, material, workmanship and title, and shall be of the best quality, if no quality is specified. All warranties survive delivery to and reception by the Buyer. Seller’s liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guaranties.
  5. Changes and Termination: Buyer may by written change order make any changes, including addition to or deletions from the quantities of goods originally ordered, or in the specifications or drawings. If any such change offsets the amount due or the time of performance hereunder, an equitable adjustment shall be made. Buyer may at any time by written change order terminate this agreement as to all or any portion of the goods then not shipped, subject to an equitable adjustment between the parties as to any work or materials then in progress; provided that no such adjustment shall be made in favor of Seller with respect to any goods which are Seller’s standard stock. No such termination shall relieve Buyer or Seller of any of their obligations as to any goods delivered hereunder. Any claim for adjustments hereunder must be asserted within 30 days from the date when the change or termination is ordered.
  6. Delays: Time is of the essence of this agreement, and if delivery of items or rendering of services is not completed by the time promised, Buyer reserves the right without liability, in addition to its other rights and remedies, to terminate this contract by notice effective when received by Seller, as to stated items not yet shipped or services not yet rendered, and to purchase substitute items or services elsewhere and charge the Seller with any loss incurred.
  7. Excess Goods: Except for customary quantity variations recognized by trade practice, goods in excess of those specified will not be accepted, and such goods will be held at Seller’s risk. Buyer may, and at Seller’s direction shall return such goods at Seller’s risk, and all transportation charges, both to and from the original destination, shall be paid by Seller.
  8. Fabrication and Material Commitments: Unless otherwise authorized in writing by Buyer, Seller shall not make commitments for materials nor fabricate in advance of time necessary to permit shipment on delivery dates.
  9. Defective Goods: If any of the goods fail to meet the warranties contained in paragraph 4, Seller, upon notice thereof from Buyer shall promptly correct or replace the same at Seller’s expense. If Seller shall fail so to do, Buyer may cancel this order as to all such goods and in addition, may cancel the then remaining balance of this order. After notice to Seller, all such goods will be held at Seller’s risk for 30 days only. 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 or replaces the same at its expense.
  10. Infringement: Seller shall, at its own expense, hold harmless and defend Buyer against any claim, suit or proceeding brought against Buyer which is based upon a claim, whether rightful or otherwise, that the goods, or any part thereof, or the intended use of the goods, furnished under this purchase order, constitutes an infringement of any patent of the countries of manufacture, sale and use, and Seller shall pay all damages and costs awarded against Buyer. In case said equipment, or any part thereof, or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment, or any part is enjoined, the Seller shall, at its own expense, and at its option, either procure for the Buyer the right to continue using said equipment or part or replace same with substantially equal noninfringing equipment, or modify it as it becomes noninfringing.
  11. No Assignment: Any assignment of this purchase order or of any rights hereunder or hypothecation thereof in any manner, in whole or in part, by operation of law or otherwise, without the prior written consent of Buyer shall be void.
  12. Ownership: Unless otherwise agreed in writing, all special dies, molds, patterns, jigs, fixtures 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 contract, shall be and remain the property of the Buyer, shall be subject to removal upon the Buyer’s instructions, shall be used only in filling orders from the Buyer, shall be held at the Seller’s risk, and shall be kept insured by the Seller at the Seller’s expense while its custody or control in the amount equal to the replacement cost thereof, with loss payable to the Buyer. Copies of policies or certificates of such insurance will be furnished to Buyer on demand.
  13. Hold Harmless: In the event Seller, its employees, agents, subcontractors, lower tier subcontractors, or employees of any of these, enter premises occupied by or under the control of Buyer in the performance of this order, Seller agrees that these persons shall be and remain under the direction and control of Seller, and that it will indemnify and hold harmless Buyer, its officers and employees from any loss, cost, damage, expense or liability by reason of property damage or personal injury of whatsoever nature or kind arising out of, as a result of, or in connection with such performance (including alleged acts or omissions of Buyer’s agents or employees); and Seller agrees that it and its subcontractors and lower tier subcontractors will maintain comprehensive general liability and automobile general liability insurance including contractual liability for indemnifications and hold harmless agreement in reasonable limits covering the obligations set forth above, and will maintain proper workmen’s compensation and employer’s liability insurance covering all employees performing this order. Certificates of Insurance to include a 10 day reduction and cancellation notice to Buyer will be furnished before entry on premises.
  14. Inspection: Buyer shall have the right to inspect and test the goods at any time during manufacture and prior to shipment, and to finally inspect within a reasonable time after arrival at the ultimate destination. The goods shall not be deemed accepted until after said final inspection. The making or failure to make any inspection of, or payment for, or acceptance of the goods, shall in no way impair Buyer’s right to reject nonconforming goods, or to avail itself of any other remedies to which Buyer may be entitled, notwithstanding Buyer’s knowledge of the nonconformity, its substantiality or the ease of its discovery.
  15. All nonconformances shall be submitted to Hutchinson Manufacturing Inc. for disposition prior to shipment.
  16. Buyer reserves the right to inspect and audit the Seller at anytime during the execution of this order.
  17. Seller shall, at a minimum label raw material with GRADE and HEAT number, and all other components with a clear description of the contents.
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