These terms and conditions are an offer on the part of Tiger Optics, LLC (“Seller”) to the party to whom the Quotation is submitted, (“Buyer”). TIGER OPTICS’ AGREEMENT TO SELL GOODS TO BUYER IS EXPRESSLY CONDITIONED ON BUYER’S ASSENT TO THE TERMS AND CONDITIONS CONTAINED BELOW. As hereinafter used, “goods” shall mean the personal property (including any services incident thereto) specified in this Quote. IF THIS OFFER RESPONDS TO OR FOLLOWS ANY REQUEST FOR QUOTATION OR PURCHASE ORDER CONTAINING TERMS OR CONDITIONS DIFFERENT FROM OR ADDITIONAL TO THOSE SET FORTH HEREIN, SUCH TERMS AND CONDITIONS SHALL BE CONSIDERED TO MATERIALLY ALTER THIS OFFER AND SHALL NOT CONSTITUTE AN ACCEPTANCE OF BUYER’S TERMS AND/OR CONDITIONS. TIGER OPTICS EXPRESSLY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS.
Prices quoted are F.O.B. Tiger Optics’ plant in Horsham, PA, unless otherwise stated on the face of the accompanying Quotation and are for goods produced to commercial tolerances. Prices do not include any federal, state or local taxes. Wherever applicable, such taxes will be added to the invoice to be paid by Buyer. Where packaging other than standard packaging is necessary, the expense will be charged to the Buyer. Tiger Optics reserves and the Buyer grants to Tiger Optics a security interest in any goods sold to the extent of the invoiced amount to secure payment of Buyer’s obligation. If Buyer defaults, it agrees to make the goods available so that Tiger Optics may peaceably repossess. A copy of the invoice may be filed with the appropriate office at any time as a financing statement. At Tiger Optics’ request, Buyer will execute any instrument Tiger Optics requires to perfect its security interest. Prices on any undelivered goods covered by this contract are subject to further increase (a) due to increase in cost to Tiger Optics of materials used in the manufacture, (b) as a result of restrictions or regulations imposed under any agreements, codes, or licenses made or issued pursuant to federal or state law, decrees or orders, or (c) as a result of increase in labor costs, providing that this clause shall not be operated to fix a price in violation of any price regulations of the United States Government. Tiger Optics shall notify Buyer of any price increase arising for any of the above reasons. Any quantity discount applicable to the sale covered by this Quote shall apply only to sales of goods made by Tiger Optics, and such discount shall be computed solely on the basis of goods sold to Buyer by Tiger Optics. Any early payment discount on the face of this document shall be on the purchase price only.
Shipping dates are approximate, and time shall not be of the essence in this contract, provided, that Tiger Optics accepts no liability for any losses or for general, special or consequential damages arising out of delays in delivery. If shipment is delayed for over one hundred and twenty (120) days, Buyer may reject the goods only if the Buyer will sustain substantial damage as a result of such delay. Unless otherwise provided, Tiger Optics shall have the right to make shipment in installments, and delay in shipment of any installment or failure to ship any installment shall not relieve Buyer of its obligation to accept remaining installments. Where special delivery is required, the expense involved will be charged to Buyer. Risk of loss of products transfers to Buyer when goods are loaded for shipment.
Unless otherwise provided, payment shall be net cash thirty (30) days from the date of invoice. Goods exported from the USA may be subject to a down payment, with the balance payable through an Irrevocable Letter of Credit established through and confirmed by a bank acceptable to Tiger Optics. The obligation to make payment shall continue without regard to any warranty obligations made hereunder by Tiger Optics and without regard to whether Buyer has made any inspection of the goods pursuant to section 10. Tiger Optics shall have the right, in its sole discretion, to require payment before shipment or payment via letter of credit in the event that it determines that Buyer is delinquent in payment or will exceed its credit limit. A finance charge of one and one half percent (1 1/2%) per month (or the highest rate allowed by law) will be applied to any outstanding balance. Buyer shall pay to Tiger Optics any reasonable expenses incurred by Tiger Optics for collection from Buyer of money due and unpaid, including reasonable attorney’s fees and related costs. Buyer agrees to authorize its creditors to disclose to Tiger Optics information concerning Buyer’s credit worthiness, upon Tiger Optics’ request. Tiger Optics shall retain title to goods sold until Buyer has paid for the goods in full. By submitting any purchase order or other document, either prior to or subsequent to the date of Tiger Optics’ Quote, Buyer represents that it is solvent for the purposes of U.C.C. Section 2- 702 and that it is not insolvent as defined by U.C.C. Section 1-201 (23). In the absence of written notification of insolvency, the transmission of any writing by Buyer to Tiger Optics during the course of performance of the contract will be understood to constitute a written representation of continued solvency for the purposes of U.C.C. Section 2- 702(2).
Any order is final upon Acknowledgement of the order by Tiger Optics, and may only be cancelled with prior written approval by Tiger Optics, which approval may be granted or withheld in Tiger Optics’ sole discretion. Any order cancellation is subject to the following charges with respect to all cancelled units of Goods:
Tiger Optics will use commercially reasonable efforts to reduce such cancellation costs by reallocating materials to other orders and/or returning surplus material to, or canceling orders with, its suppliers. In no event shall the Buyer be liable for more than the contract price of the cancelled Goods.
Tiger Optics shall not be held responsible for any delay or failure to perform its obligations hereunder in whole or in part due, directly or indirectly, to matters outside of Tiger Optics’ control, including without limitation, war, epidemics, flood, acts of God, accidents, shortage of transportation, terrorism, blockades, embargoes, federal, state, municipal, or any other governmental action or regulation, strikes or other labor troubles, fire, damage to, or destruction in whole or in part of merchandise or manufacturing plant, lack of, or inability to obtain, materials, labor, fuel or supplies, restraining orders or injunctions of any court or judge, or any other causes, contingencies or circumstances within or without the United States. Occurrence of any of the above shall, without liability to Tiger Optics, excuse Tiger Optics from further performance of this Agreement or, at its election, extend the time of performance. If any shipment is delayed six (6) or more months, either party shall have the right by written notice to the other to cancel that shipment and the balance of this contract and, in such event, neither party shall be liable to the other for any losses or damages arising out of such cancellation.
If Buyer is unable or unwilling to accept delivery of goods at time of completion, Tiger Optics shall invoice Buyer for the full purchase price. If Tiger Optics is able to store the goods in its own facilities, Tiger Optics shall have the right to impose on Buyer a reasonable charge for handling and storage. Goods held for Buyer under this provision shall be held at Buyer’s sole risk. Tiger Optics shall not be responsible for any loss or damage to the goods during such storage or for any indirect, incidental, or consequential damages resulting from any damage or loss to the goods while stored on Buyer’s behalf. Unless otherwise expressly provided, Tiger Optics shall retain title to, and possession of, any models, drawings, patterns, dies, molds, jigs, fixtures and tools relating to this contract.
Tiger Optics warrants that at the time of shipment its goods shall be substantially free of material defects in workmanship and material under normal use and service and shall substantially conform to contract specifications and be within the limits and sizes published by Tiger Optics, subject to Tiger Optics’ standard tolerances for variations. This warranty is inapplicable to the extent Seller has selected materials or designed the product. If Tiger Optics has provided a sample to Buyer that differs from contract specifications and Buyer has approved such sample, Tiger Optics’ warranty will be satisfied if the goods either substantially (i) conform to the sample or (ii) conform to the contract specifications and fall within the limits and sizes published by Tiger Optics, subject to standard tolerances for variations. Tiger Optics shall have no liability to Buyer if Buyer’s purchase order omits a specification and Tiger Optics fills the order using goods or a design that materially conforms to a standard or customary specification. In no event shall Tiger Optics be liable for any defective good if examination discloses that the good has been taxed beyond its normal capacity or the defective condition of such good was caused by misuse, abuse, improper installation or application, improper maintenance or repair, alteration, accident or negligence in use, storage, transportation or handling. ALL OTHER WARRANTIES, DIRECT OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANT-ABILITY, WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY, AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.
Upon request by Buyer, Tiger Optics will provide applicable information (including but not limited to Material Safety Data Sheets) and warnings concerning the safety and health aspects of its goods. Buyer agrees to communicate such information and warning to Buyer’s employees, agents, contractors and customers, and to require such persons to further communicate such information and warnings to all persons that they may reasonably foresee will be exposed to or handle such goods.
Buyer agrees to inspect the goods prior to acceptance and upon receipt and to give written notice within 15 days to Tiger Optics of the precise nature of any claim that the goods breach any warranty provided herein. Tiger Optics will be afforded a prompt opportunity to inspect the goods. If Buyer shall fail to give such notice or provide such opportunity to inspect, the goods shall be deemed accepted and to conform with the terms of the contract and Buyer shall be bound to accept and pay for the goods in accordance with the terms of the contract. Buyer expressly waives any rights Buyer may have to revoke or refuse acceptance after such 15 day period. If Buyer provides Tiger Optics with notice within fifteen (15) days of learning of a possible warranty breach and with reasonable opportunity to inspect and if the claim is for a breach of warranty, Tiger Optics may, at its option, either repair or replace said nonconforming goods or repay the price thereof. If Tiger Optics requests the return of the nonconforming goods, no obligation for breach of warranty shall arise unless the goods have been returned to Tiger Optics within thirty (30) days after such request is made. Buyer’s failure to provide timely notice shall constitute a waiver of its claims. The aforesaid obligation to repair or replace defective or nonconforming goods or repay the purchase price thereof is expressly agreed by the parties to be the limit of Tiger Optics’ liability and Buyer’s sole and exclusive remedy. IN NO EVENT SHALL TIGER OPTICS BE LIABLE FOR LOSS OF USE OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES FOR PERSONAL INJURIES.
Buyer, if a reseller, shall include in its terms and conditions of sale an effective disclaimer of warranties and limitations of liability at least as restrictive as those contained herein. In any event, BUYER ASSUMES ALL RISKS AND AGREES TO INDEMNIFY AND HOLD TIGER OPTICS HARMLESS AGAINST ALL CLAIMS AND LIABILITY (INCLUDING LIABILITY BASED ON A CLAIM THAT TIGER OPTICS IS NEGLIGENT OR STRICTLY LIABLE) ARISING: (i) OUT OF ANY PROPERTY MADE IN WHOLE OR IN PART FROM THE GOODS SUPPLIED UNDER THE TERMS OF THIS CONTRACT AND (ii) AS A RESULT OF USE OR POSSESSION OF THE GOODS SUPPLIED UNDER THE TERMS OF THIS CONTRACT. Any advice furnished by Tiger Optics as to any use of the goods by Buyer, is offered “as is” without warranty of any kind, is gratuitous and shall not affect the limitations on Tiger Optics’ warranties or Buyer’s agreement to indemnify. Buyer acknowledges that this Agreement is for the purchase of goods, not services, and that Tiger Optics shall therefore have no liability to Buyer for any harm or loss caused by advice received by Buyer from any of Tiger Optics’ agents or employees. With respect to goods manufactured solely to Tiger Optics’ designs or specifications, Tiger Optics shall defend any action brought against Buyer claiming that such goods are an infringement of any patent, trademark or copyright and Tiger Optics will pay any costs and damages finally awarded against Buyer in any such action, under the following conditions:
Buyer shall indemnify, defend and hold Tiger Optics harmless against any damages, costs or losses resulting from any suit or proceeding brought for infringement of patents, copyrights or trademarks or for unfair competition (i) relating to the use or sale of any of Tiger Optics’ goods in any combination, method, or process and/or (ii) arising out of compliance by Tiger Optics with Buyer’s designs, specifications or instructions, including claims for patent or copyright infringement. If a claim is brought against Tiger Optics by an agent or employee of Buyer, Buyer agrees to defend, indemnify and hold Tiger Optics harmless from and against any and all liability, loss, damages, and expense relating to the claim.
Tiger Optics shall have the right to setoff all amounts due to Tiger Optics against payments owed by Tiger Optics whether arising out of this or any other contract between Seller and Tiger Optics, its subsidiaries, or affiliates.
TERMS & CONDITIONS OF PURCHASING
Buyer shall not be billed at price higher than stated on this Purchase Order unless authorized in writing by Buyer’s authorized representative. Seller represents that the prices charged herein are the lowest prices charged by the Seller to other buyers who compete with Buyer for goods of like grade or quality and upon conditions similar to those specified in the Purchase Order and that the price herein complies with the applicable government regulations in effect at the time of quotation, sale, or delivery. Price reductions made in items (The term “item” as used in this Purchase Order includes construction work, engineering and design services, and research and development work as well as goods sold) covered by this Purchase Order subsequent to its placement, but prior to payment thereof, will be applicable to it. Seller shall bear the cost of cartage, boxing, or storing of the items covered by this Purchase Order.
Buyer shall have the right at any time to make written changes in this Purchase Order. No change shall be effective unless Buyer authorizes it in writing. Seller shall in all events proceed diligently to supply or perform under the Purchase Order as changed.
Time is of the essence in delivery and performance of services. Buyer may from time to time change or temporarily suspend delivery of service schedules. Late delivery performance may result in termination for cause (complete or partial), resorting to another source, or variance of delivery terms hereunder, at the option of the Buyer. Seller shall be liable for any loss sustained or costs incurred by the Buyer as a result of late delivery or failure to timely perform services hereunder.
Prior to payment or acceptance of any goods tendered or delivered or identified to the contract or any services performed hereunder, Buyer shall have the right to inspect such goods or services at any reasonable place and time and in any reasonable manner. When the Seller is required or authorized to send the goods to the Buyer, the inspection may be after their arrival. All such goods, items or services must conform to the specifications, instructions, drawings, and data set forth on the face hereof or incorporated herein by reference, and/or to any samples, whether furnished by Seller of Buyer, as well as all Seller’s warranties (expressed or implied) and the Buyer may reject or refuse acceptance of any items or services which do not conform. In the case of nonperishable goods, buyer shall notify Seller within a commercially reasonable time after delivery or tender of delivery of the goods or services and may hold the rejected goods for Seller or return the rejected goods to the Seller at Seller’s expense and risk. Buyer shall not be obligated to accept excess or partial shipments. Such shipments in whole or in part may be returned to Seller at Seller’s expense and risk. Payment for any goods or services purchased hereunder shall not be deemed an acceptance thereof.
Seller expressly warrants that the items covered hereunder shall be free of defects in material and workmanship and strictly conform to specifications, instructions, drawings, data, and samples and, if Seller’s design, will be free of design defects and shall be fit for the use intended by Buyer. This warranty is in addition to all express, implied, or statutory warranties. Neither inspection, acceptance, nor payment by Buyer shall constitute a waiver of any breach of any warranty. Customers and subsequent owners to the Buyer shall be covered by all the aforementioned warranties. Seller agrees, at its expense and at Buyer’s option, to defend or assist in the defense of any action against the Buyer, which action in whole or in part, whether by way of claim, counterclaim, or defense, is based upon an alleged breach of a Seller’s warranties. Seller agrees to indemnify, hold harmless and defend Buyer, its customers, and subsequent owners from all liability loss, cost, and expenses, including reasonable attorney’s fees, resulting from breach of any said warranties. Notice of any breach of warranty shall be given by Buyer to Seller within a commercially reasonable time after discovery thereof by Buyer. All warranties shall be construed as conditions as well as promises and shall not be deemed to be exclusive.
Seller shall not disclose to others information supplied by Buyer’s prior written consent and such information shall remain Buyer’s property. Such information shall not be reproduced without Buyer’s prior written consent and shall be returned to Buyer upon completion of its obligation under this Purchase Order or upon demand. Any information Seller shall disclose to Buyer shall be deemed to have been disclosed as part of the consideration for this Purchase Order, and except for patent infringement, Seller shall have no claim against Buyer for use thereof. Buyer does not grant indemnity to Seller for infringement of any patent, trademark, copyright, or data rights.
Title and risk of loss pass to Buyer at the FOB point designated on the face of the Purchase Order. Cost of all returns shipments for whatever reason returned, shall be done by Seller with title and risk of loss passing at Buyer’s Plan, unless otherwise specified by Buyer at the time.
The Seller agrees as to any goods or items furnished hereunder that are not manufactured or processed in accordance with detailed design specifications supplied solely by Buyer to defend, indemnify, and hold harmless as its own expense, any suit or legal proceeding instituted against Buyer (including its officers, employees, representative, successors, and assigns or any of them) and to pay the damage and cost awarded therein against Buyer, insofar as the same are based on a claim that[nbsp] the equipment or items furnished hereunder or any part thereof in itself constitutes an infringement of any foreign or United States patent or which itself inherently carries out an infringing process in the use or sale items, or an infringement or violation of trade secret, trademark, copyright, or proprietary rights of any third party provided Buyer gives Seller prompt written notice of such suit or proceeding also gives Seller all necessary authority, information, and reasonable assistance to enable Seller, at Seller’s option, to settle or defend the same. In the event use of said equipment or items or any part thereof is enjoined, Buyer, at its election, may require Seller, at Seller’s expense, to
The foregoing is in addition to any other warranty, obligation, or liability for patent infringement that may arise pursuant to the provision of the Uniform Commercial Code of Pennsylvania.
Seller expressly warrants that the items or goods or services furnished hereunder are sold or furnished in full compliance with the Occupational Safety and Health Act of 1970, as amended and all standards, rules, regulations, and orders issued pursuant thereto, and all other Federal and state occupational safety and health statutes, the provisions of which are substantially the same as those found in the Occupational Safety and Health Act of 1970 or administered by any state pursuant to the Act. All sales of hazardous material are subject to the communication regulations of the Occupational Safety and Health Administration and any similar state or local laws or regulations.
On request, Seller shall furnish Buyer certificates of compliance with all applicable laws, orders, and regulations of the Federal or any state or municipal government or agency thereof which apply to this Purchase Order, Seller agrees to exonerate and hold Buyer harmless from and against any and all cost, damages, and expenses, including necessary attorney’s fees, suffered or occasioned by Buyer directly through any failure of Seller to comply with any such applicable law, regulation, or order. Seller shall, at time of delivery or invoicing, certify that goods or items sold hereunder were manufactured or produced in full compliance with the Fair Labor Standards Act of 1938, as amended to the date of certification, and all applicable United States Department of Labor Regulations promulgated thereunder.
Buyer shall have the right to terminate this Purchase Order or any part thereof at any time by written or telegraphic notice or verbal notice confirmed in writing.
Seller agrees to pay all taxes or other exactions connected with the manufacture or sale of the items furnished hereunder or any component part thereof, or on any process or labor involved therein, or on any services to be rendered by Seller, except those which Buyer specifically agrees to or is by law required to pay. Any taxes to be paid by Buyer shall be separately stated in the invoice. Prices shall not include any taxes for which Seller can obtain, or Buyer can furnish, exemption.
The remedies reserved to Buyer herein, except where expressly stated to be exclusive, shall be cumulative and in addition to any other or further remedies provided by law. No waiver of any breach of these provisions shall be deemed to constitute a waiver of any other breach.
Neither this Purchase order nor any rights or obligations herein may be assigned by Seller nor may Seller delegate the performance of any of its duties hereunder without, in either case, Buyer’s prior written consent. The terms and conditions of this Purchase Order shall bind any permitted successors and assigns of Seller. Any consent by Buyer to assignment shall not be deemed to waive Buyer’s right to recoup and/or set off of claims arising out of this or any other transactions with Seller, its divisions, affiliates, or subsidiaries or to adjust matters with Seller without notice to permitted successors and assigns.
Either party to this Purchase Order shall be free from liability for failing to perform hereunder if such failure is caused due to acts of God, labor difficulties, fires, and other causes beyond the reasonable control of the affected party. In the event that Seller is unable to perform for such reason beyond its reasonable control, Buyer shall have the right to either continue the delivery dates until Seller is able to perform or terminate this Purchase Order without further obligation.
Seller agrees to indemnify and hold Buyer harmless from any and all claims, loss or damage of any kind whatsoever, including consequential damages, along with all costs including reasonable attorney’s fees connected therein, brought by or on behalf of any person or persons arising out of, directly or indirectly, the performance of this contract, including but not limited to claims or actions made or brought by or on behalf or Seller’s employees, agents, representatives or assigns or subcontractors or their employees, agents, representatives, or assigns regardless of Buyer’s negligence.
This Agreement and the respective rights and obligations of the parties hereto shall be governed by and determined in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to its conflict of laws principles or rules. Each party hereby consents to the exclusive jurisdiction of any state or Federal court located within the Commonwealth of Pennsylvania and irrevocably agrees that all actions or proceedings relating to this Agreement shall be litigated in such courts and each party waives any objection which it may have based on lack of personal jurisdiction, improper venue or forum non convenient to the conduct of any proceeding in any such court and waives personal service of any and all process upon them and consents that all such service of process be made by mail or messenger directed to Tiger Optics, LLC at 275 Gibraltar Rd, Horsham, PA 19044, Attention: Erika Coyne. Nothing contained herein shall affect the non-breaching party’s right to serve legal process in any other manner permitted by law or affect each party’s right to bring any action or proceeding against the other party in the courts of any other jurisdiction.
Without limiting the foregoing, Seller agrees to carry and maintain comprehensive general liability, including contractual liability, automatic bodily injury and property damage, workmen’s compensation, employer’s liability and occupational disease insurance with coverage and form satisfactory to Buyer prior to commencement of any service to be performed hereunder. Seller agrees to furnish to Buyer certificates of such insurance which stipulate that no less than ten (10) days’ notice will be given to Buyer prior to termination or reduction.
Seller guarantees compliance with the provision of Executive Order 11246 pertaining to nondiscrimination in employment. Under Section 203, Paragraphs A and B, of the Executive Order, Seller agrees to file compliance reports with the appropriate Federal agency, and on request, to supply Buyer with copies of the compliance reports and any other information necessary to demonstrate compliance. Seller also guarantees compliance with Section 503 of the Rehabilitation Act of 1973 relating to employment of the handicapped, and the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Act. Seller shall also comply with The Vietnam Era Veterans Readjustment Act of 1974, as amended, and if applicable, Seller shall take all required affirmative action on behalf of disabled veterans and veterans of the Vietnam Era to employ and advance in employment these qualified veterans.
This Purchase Order and all exhibits or attachments hereto constitute the entire agreement between Buyer and Seller and may not be amended unless in writing signed by the authorized representative of Buyer and Seller.
No conditions stated in letters of acknowledgement submitted by Seller shall be binding on Buyer unless expressly assented to in writing by an authorized representative of Buyer.
Tiger Optics will score Suppliers based on Quality, Delivery, Price and Service. Suppliers will be rated on a scale of 1 to 3, with 3 being the best. Suppliers that fail to perform in these areas may receive Corrective Actions and may be considered for probation or removal from ABC Company’s Approved Supplier List.
ELECTRIC INDUSTRY CITIZENSHIP COALITION (EICC) CODE OF CONDUCT
In accepting the attached purchase order, your company agrees to abide by the following ethical and humanitarian terms & conditions:
Commitment to uphold the human rights of workers, and to treat them with dignity and respect as understood by the international community. This applies to all workers including temporary, migrant, student, contract, direct employees, and any other type of worker.
The labor standards are:
Recognition that environmental responsibility is integral to producing world class products. In manufacturing operations, adverse effects on the community, environment and natural resources are to be minimized while safeguarding the health and safety of the public. Recognized management systems such as ISO 14001 and the Eco Management and Audit System (EMAS) were used as references in preparing the Code and may be a useful source of additional information.
The environmental standards are:
To meet social responsibilities and to achieve success in the marketplace, uphold the highest standards of ethics, including:
Non-Retaliation—Have a communicated process for your personnel to be able to raise any concerns without fear of retaliation
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