Standard Terms and Conditions of Purchase

Standard Terms and Conditions of Purchase

STANDARD TERMS AND CONDITIONS OF PURCHASE

  1. Acceptance and Complete Agreement.These terms and conditions, together with the purchase order (“Order”) issued by SIFCO ASC for the supply of goods (the “Goods”) and/or services (the “Services”) constitute SIFCO ASC’s offer to Seller to purchase the Goods and/or Services pursuant to the terms contained herein. Acceptance of this offer by Seller should be made by (a) executing and returning to SIFCO ASC any letter, form or other writing or instrument acknowledging acceptance, (b) delivering any of the Goods ordered, or (c) rendering any of the Services specified. Any additional or different terms proposed by Seller are objected to and rejected unless expressly assented to in writing by SIFCO ASC. This is a complete and exclusive statement of the terms and conditions of the agreement between Seller and SIFCO ASC.
  2. Shipment; Delivery Date.
    1. Shipment.Unless otherwise specified in the Order, Seller shall deliver the Goods F.O.B. destination, to the place designated for shipment by SIFCO ASC in the Order (“Delivery Location”). The order number must appear on all documents pertaining to the Order, invoices, packing lists, correspondence and all shipping documents. Seller shall not substitute material or ship more than the quantity ordered. Seller shall be solely responsible for and must pay, all costs of delivering the Goods to the Delivery Location, including, without limitation, all shipping and freight costs and all duties, fees, tariffs or similar taxes on imports/exports of the Goods.
    2. Delivery Date. Seller will deliver the Goods and/or perform the Services at the Delivery Location and on the date(s) specified in the Order (the “Delivery Date”) during SIFCO ASC’s normal business hours or as otherwise specified by SIFCO ASC. If no Delivery Date is specified, Seller shall deliver in full within a reasonable time of receipt of the Order. Timely delivery is of the essence. If Seller fails to deliver the Goods and/or perform the Services in full on the Delivery Date, SIFCO ASC may terminate the Order immediately and Seller must indemnify SIFCO ASC against any losses, damages, and reasonable costs and expenses attributable to Seller’s failure to deliver.
  3. Title and Risk of Loss.Unless otherwise specified in the Order, risk of loss of the Goods remains with Seller and title will not pass to SIFCO ASC until the Goods are delivered to and accepted by SIFCO ASC at the Delivery Location.
  4. Inspection. SIFCO ASC reserves the right to inspect the Goods or Services within a reasonable time following delivery and/or performance. SIFCO ASC, at its sole option, may reject all or any portion of the Goods or Services if it determines the Goods or Services are defective or non-conforming. If SIFCO ASC rejects any portion of the Goods or Services, SIFCO ASC has the right, upon written notice to Seller, to: (a) rescind the Order in its entirety; (b) accept the Goods or Services at a reduced price; or (c) reject the Goods or Services and require replacement of such rejected Goods or Services. If SIFCO ASC requires replacement of the Goods or Services, Seller shall, at its expense, promptly replace the nonconforming Goods or re-perform the Services and pay for all related expenses, including, but not limited to, transportation charges for the return of defective Goods and the delivery of replacement Goods or Services. If Seller fails to timely deliver replacement Goods or Services, SIFCO ASC reserves the right to replace them with goods or services from a third party and charge Seller the cost thereof, and terminate the Order for cause pursuant to Section 6. SIFCO ASC’s failure to inspect or reject Goods or Services shall not relieve Seller of any of its obligations hereunder, or constitute a waiver of any of SIFCO ASC’s rights hereunder.
  5. Price and Payment.The price of the Goods or Services is the price stated on the face of the Order (the “Price”). Seller will invoice SIFCO ASC for the Order within thirty (30) days of delivery. Unless otherwise stated in the Order, SIFCO ASC will pay all properly invoiced amounts due to Seller within sixty (60) days after receipt of such invoice, except for any amounts disputed by SIFCO ASC. The parties will seek to resolve all such disputes timely and in good faith. Seller will continue performing its obligations under the Order notwithstanding any such dispute. Without prejudice to any other right or remedy, SIFCO ASC reserves the right to set off any amount owing to it by Seller against any amount payable by SIFCO ASC to Seller. Payment of an invoice is not evidence or admission that the Goods or Services meet the requirements of the Order.
  6. Termination. SIFCO ASC may terminate the Order, in whole or in part, for any reason upon thirty (30) days’ prior written notice to Seller. In addition to any remedies provided herein, SIFCO ASC may terminate the Order immediately, either before or after acceptance of the Goods or Services, if Seller has breached any of the terms contained herein, or if Seller becomes insolvent, commences or has commenced by it or against it bankruptcy proceedings, receivership, reorganization or assignment for the benefit of creditors. If SIFCO ASC terminates the Order for any reason, Seller’s sole and exclusive remedy is payment for the Goods or Services received and accepted by SIFCO ASC prior to the termination.
  7. Warranties.
    1. Quality.Seller warrants to SIFCO ASC that all Goods, Services, or Goods provided in connection with Services will: (a) be new and free from any defects in workmanship, material and design; (b) conform to applicable specifications; (c) be fit for their intended purpose and operate as intended; (d) be free and clear of all liens, security interests or other encumbrances; and (e) not infringe or misappropriate any third party’s intellectual property rights.
    2. Services. Any Seller that may perform Services represents and warrants that it is qualified and able to perform the Services pursuant to the applicable industry standard of care. SIFCO ASC will furnish materials, equipment and machinery only if set forth in the Order. Seller will comply with all rules, regulations and policies of SIFCO ASC and report immediately any event or circumstance which Seller knows or reasonably suspects is, or results from, a violation of SIFCO ASC’s policies or law set forth herein. Seller will, at its sole cost and expense, repair or replace any real or personal property belonging to SIFCO ASC that Seller, its employees or agents may damage, destroy or remove while performing or that results from the performance of the Order.
    3. Compliance with Laws.In its performance of the Order, Seller will comply with all applicable Federal, State and local laws and ordinances and all lawful orders, rules and regulations thereunder, including all applicable U.S. export and import laws and regulations. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits required by law to carry out its obligations under the Order.
  8. Changes. SIFCO ASC may make changes within the general scope of the Order, including changes in whole or part to: (a) shipping or packing instructions; (b) place of delivery; (c) any designs, specifications or drawings; (d) the statement of work; or (e) the method or manner of performance (collectively, the “Changes”). Seller shall perform any Changes requested by SIFCO ASC and shall use its best efforts to comply with SIFCO ASC’s requested timeline. If any such Changes cause an increase or decrease in the time or cost required for performance, or may otherwise affect any other provision of the Order, the Seller must notify SIFCO ASC within five (5) business days; however, such modifications will not come into effect until agreed by SIFCO ASC in writing.
  9. Indemnification.Seller will indemnify, defend and hold harmless SIFCO ASC and SIFCO ASC’s parent company, its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders, and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, action, judgment, interest, penalty, cost or expense, including reasonable attorney fees, and the cost of enforcing any right to indemnification hereunder (collectively, “Losses”) arising out of or occurring in connection with Seller’s performance of its obligations, Seller’s negligence, willful misconduct or breach of these terms or of the Order, or a claim that possession of any Goods infringes or misappropriates any intellectual property right of any third party. Seller may not enter into any settlement without SIFCO ASC or the Indemnitees’ prior written consent.
  10. Confidential Information.All non-public, confidential or proprietary information of SIFCO ASC, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, pricing, discounts or rebates, disclosed by SIFCO ASC to Seller, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the Order is confidential, solely for the use in performing the Order and may not be disclosed or copied unless authorized by SIFCO ASC in writing. Upon SIFCO ASC’S request, Seller shall promptly return or destroy all documents and other materials received from SIFCO ASC. SIFCO ASC shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) rightfully and legally known to the Seller at the time of disclosure; or (c) rightfully and legally obtained by the Seller on a non-confidential basis from a third party.
  11. Insurance.Seller will, at its own expense, maintain and carry insurance in full force and effect with financially sound and reputable insurers, which includes: (a) commercial general liability (including product liability) in a sum that is acceptable to SIFCO ASC; (b) workers’ compensation insurance in compliance with the applicable laws of each jurisdiction affected by the Order; (c) if the Seller will use or provide for the use of motor vehicles in providing and/or performing the Order, automobiles (motor vehicle) insurance covering all liabilities for personal injury and property damage arising from the use of such vehicles, with limits that are acceptable to SIFCO ASC. Upon SIFCO ASC’s request, Seller will provide SIFCO ASC with a certificate of insurance evidencing the coverage specified in the Order.
  12. Taxes. Unless specified otherwise on the face of the Order, the prices are inclusive of, and Seller shall be solely responsible for and pay, all federal, state, and local taxes, including, but not limited to, value added tax, goods and services tax, use or consumption tax. No sales or use tax shall be added when a valid tax exemption is indicated on the face of the Order by SIFCO ASC.
  13. Force Majeure. Neither party shall be liable to the other for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party (“Force Majeure Event”).  Force Majeure Events include, but are not limited to, acts of God, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, terrorist acts, riots, strike or embargoes. Seller’s economic hardship or changes in market condition are not considered Force Majeure Events. If a Force Majeure Event prevents Seller from performance for a continuous period of more than thirty (30) days, SIFCO ASC may terminate the Order immediately by giving written notice to Seller.
  14. Governing Law.All matters arising out of or relating to the Order shall be governed by and construed in accordance with the laws of the State of Ohio, excluding its choice or conflict of laws rules. By execution of this Order, SIFCO ASC and Seller hereby consent to the exclusive jurisdiction of such courts, and waive any right to challenge jurisdiction or venue in such courts with regard to any suit, action, or proceeding under or in connection with the Order.The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Order.
  15. Cumulative Remedies.The rights and remedies under the Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
  16. Miscellaneous.
    1. Relationship of the Parties.The Seller is an independent contractor of SIFCO ASC. Nothing contained herein shall be construed as creating any agency, partnership, employment or fiduciary relationship. Neither party shall have the authority to bind the other party in any manner whatsoever.
    2. Assignment.Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of SIFCO ASC. Any purported assignment or delegation in violation of this Section shall be null and void. SIFCO ASC may at any time assign, transfer or subcontract any of its rights or obligations under the Order without Seller’s prior written consent.
    3. No Third-Party Beneficiaries.The Order is for the sole benefit of the parties hereto and their respective affiliates, successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these terms.
    4. Severability.If any term or provision of the Order is found invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term of the Order or invalidate or render unenforceable such term in any other jurisdiction.
    5. No Waiver. No failure of either party to exercise any right under, or to require compliance with, the Order, or knowledge of past performance at variance with the Order, shall constitute a waiver by such party of its rights hereunder. No concession, latitude or waiver allowed by either party to the other at any time shall be deemed a concession, latitude or waiver with respect to any rights unless and only to the extent expressly stated in writing, nor shall it prevent such party from enforcing any rights in the future under similar circumstances.