ACKNOWLEDGEMENT-This offer to purchase is conditioned upon and subject to seller’s acceptance of all the terms andconditions as set forth on the face of the purchase order, any addendum’s or attached specifications, and this document. Thisoffer is subject to acceptance by the commencement of performance of the purchase order by seller.
CHANGES IN PURCHASE ORDER-No changes may be made in this purchase order without the written consent of thepurchaser and any and all additional pages and riders to this order must be incorporated herein by specific reference. Purchaserreserves the right at any time to make changes in drawings and specifications as to any articles or material covered by this order.Any difference in contract price resulting from such changes shall be equitably adjusted and the order shall be modified inwriting accordingly.
DELIVERY-Time is of the essence with this contract. Failure to tender conforming goods by the delivery date specified hereinshall constitute a breach by seller. If seller fails to deliver as scheduled, and no extensions of order are authorized by purchaser,purchaser may cancel in whole or in part any good and service specified on the order. If canceled in part, the balance of theorder is to remain valid. Shipping is to be made by most economical way unless speed is otherwise specified. If seller’sdelivery is behind schedule, purchaser may require seller to ship fastest way at seller’s expense.
INSPECTION-Materials and workmanship are subject to purchaser’s weight, count and inspection. If purchaser rejects seller’smaterials and workmanship for above reasons, purchaser may hold or return at shipper’s expense or cancel order in whole or inpart. In addition, seller will pay for any handling charges arising as a result of a rejection. Purchaser’s inspection of the goods,whether during manufacture, prior to delivery, or within a reasonable time after delivery, shall not constitute acceptance of anywork-in-process or finished goods. Purchaser also reserves the right to have purchaser’s customer verify at seller’s premisesthat seller’s product conforms to specified requirements. Inspection of the goods by purchaser or purchaser’s representative doesnot relieve seller of warranty obligations, nor does such inspection relieve seller of the obligation to make full and adequateinspection and tests.
INDEMNIFICATION AND INSURANCE-If this contract covers the performance of labor for purchaser, seller agrees toindemnify and hold harmless purchaser and its respective officers, agents, and employees from any liability and expense(including attorney fees and other costs and expense of litigation) with respect to any and all claims for bodily injury or death orproperty loss or damage by whomsoever such claims may be asserted which arise out of the performance of this contract. Selleragrees to furnish purchaser a certificate of insurance showing that seller has adequate insurance coverage for public liability(including contractual liability) and property damage in amounts acceptable to purchaser, and Workmen’s CompensationInsurance (or evidence of authority to self-insure). Compliance by seller with insurance requirements does not in any way affectseller’s indemnification of purchaser.
WARRANTY-Seller warrants all materials or services delivered hereunder to be free from defect of material or workmanshipand to conform strictly to the specifications, drawings, or samples specified or furnished. The term of warranty shall be one (1)year from date of initial use by purchaser or eighteen (18) months after receipt by purchaser, whichever occurs first. This termof warranty may be modified in writing by the mutual consent of seller and purchaser. This warranty shall survive anyinspection, delivery or acceptance by the purchaser of the materials or services. In addition, seller warrants and represents thatall goods or services furnished hereunder will, when delivered, be free and clear of any and all liens, claims or encumbrances ofevery kind from Seller and its Subcontractors and further agrees to indemnify and hold purchaser harmless from and against anyand all claims, actions, demands, suits or proceedings arising from or as a result of any such lien , claim or encumbrance.
PATENTS-The seller shall defend at its own expense the purchaser and distributors and dealers in and users of the products ofthe purchaser and hold them harmless with respect to any and all claims that the products and materials furnished by the sellerunder this purchase order infringe any United States Letters Patents, copyright, trademark, trade secret or other intellectualproperty and with respect to any and all suits, controversies, demands and liabilities arising out of any such claim. Purchaserand its successive customers shall have the right to participate in the defense of any such action.
ASSIGNMENT-The seller shall not delegate any duty nor assign any rights or claims under this purchase order, or for breachthereof, without prior written consent of the purchaser. All claims for money due or to become due from the purchaser shall besubject to deduction by the purchaser for any setoff or counterclaim arising out of this or any other of the purchaser’s purchaseorders with the seller.
BANKRUPTCY-Purchaser may cancel any unfilled part of this purchase order without any liability whatsoever in the event ofany of the following: insolvency of the seller; the filing of a voluntary petition in bankruptcy; the filing of any involuntarypetition to have seller declared bankrupt provided it is not vacated within thirty (30) days from the date of filing; theappointment of a Receiver or Trustee for seller provided such appointment is not vacated within thirty (30) days from date ofsuch appointment; the execution by seller of an assignment for the benefit of creditors.
GOVERNMENT REGULATIONS-In the performance of this purchase order, seller will comply with all federal, state and locallaws, ordinances, rules, orders, regulations or requisitions which may be applicable to this order or to the seller, all of which areincorporated herein by reference and made a part hereof. Seller agrees upon request to furnish purchaser with such certificatesof compliance and in such form as purchaser may from time to time require. Seller agrees to incorporate the foregoingprovisions in all subcontracts under this order. Seller will indemnify, defend, and hold purchaser harmless from and against anyand all claims, losses, damages, costs and expenses (including reasonable attorney fees) resulting from or arising out of anyfailure of seller or seller’s employees, agents, and subcontractors to comply with any applicable laws and regulations.
BUYER’S PROPERTY- From time to time Buyer may cause to be delivered to Seller’s premises materials, parts or otherproperty for use in connection with the goods and services covered by this Purchase Order (“Buyer’s Property”). All Buyer’sProperty shall remain the property of Buyer at all times, whether or not incorporated into finished goods or otherwise. To theextent Seller may acquire any interest in any Buyer’s Property, Seller hereby grants Buyer a security interest therein and shallobtain subrogation agreements in favor of Buyer from any prior perfected secured parties. Except as part of the assembly or production of finished goods hereunder, Seller shall segregate Buyer’s Property within its premises and shall not commingle anyof Buyer’s Property with property of Seller or any third party. Seller will conspicuously mark or tag all Buyer’s Property“Property of AFC-Holcroft, L.L.C.” or as otherwise specified by Buyer. Seller shall use Buyer’s Property only in connectionwith the performance of its obligations under this Purchase Order. Seller shall keep adequate records of Buyer’s Property, andBuyer may enter Seller’s premises and inspect Buyer’s Property and all related records during normal business hours and uponreasonable notice to Seller. While in Seller’s custody or control, Buyer’s Property shall be held at Seller’s risk, and shall beinsured by Seller at its expense in an amount equal to the replacement cost with loss payable to Borrower or, at Borrower’sdirection, its customer. Copies of certificates of such insurance will be furnished to Buyer on demand. Seller shall not moveBuyer’s Property, without a prior written consent by Buyer, to any location other than the location specified on the front side ofthis Purchase Order or otherwise agreed upon by the parties. Seller shall not grant or permit any lien or security interest to beasserted against any of Buyer’s Property. Seller shall not loan, sell or assign Buyer’s Property or permit it to be subject to anylegal process without Buyer’s prior written consent. Seller shall cooperate and provide all documentation required for Buyer torecord its rights in all of Buyer’s Property under the Uniform Commercial Code or any other applicable laws, including but notlimited to executing UCC financing statements reflecting Buyer’s interest. Seller shall maintain all of Buyer’s Property aspersonalty and shall not permit any of such materials to become so attached or affixed to any real property so as to become afixture. If Seller fails to provide such documentation, Buyer may file or record this Purchase Order. Notwithstanding any periodof nonuse or delay of delivery of Buyer’s Property, Seller shall not acquire title or any other rights in any of Buyer’s Property.Buyer’s Property shall be subject to removal at Buyer’s written request, in which event Seller shall prepare Buyer’s Property forshipment and shall redeliver it to Buyer in the same condition as originally received by Seller, reasonable wear and tearexcepted, all at Seller’s expense.
APPLICABLE LAW-This purchase order, and all agreements between purchaser and seller, shall be governed by and construedin accordance with the laws of the State of Michigan, Seller consents to the jurisdiction of the courts of record of the State ofMichigan, and of the United States District Court for the Eastern District of Michigan, for all proceedings in connection with thispurchase order.
