Invoices shall be rendered in triplicate and shall not cover more than one order. All invoices, shipping notices and bills of landing are to be mailed within twenty-four hours after shipment. Such correct invoices will be scheduled for payment from date they are received.
It shall be the duty of the Seller to report immediately any delay in shipment and any actual or potential dispute which is delaying or threatens to delay shipment. Material must be delivered within the time stated in this order, time being of the essence hereof. Buyer reserves the right to cancel the order and reject the goods if material is not delivered on schedule. If Seller’s deliveries fail to meet such schedule with the result that Buyer elects to call upon Seller for express shipments, Seller will pay for the differences between freight and express rates. Buyer reserves the right to refuse shipments made in advance of the schedule of delivery appearing on the face of this order and if accepted, invoices covering such shipment will not be paid unless otherwise agreed with their normal maturity after the date specified for delivery. Acceptance by Buyer of material delivered before or after the time stated in this order shall not constitute a waiver of the clause, nor of the rights of the Buyer hereunder except only as to those items delivered early or late which are accepted by the Buyer.
QUANTITY: Material shipped in excess of Buyer’s order will be returned at Seller’s expense. Buyer will not be responsible for any material furnished without a written order.
GUARANTY AND INSPECTION. Seller hereby warrants the merchandise and workmanship of the materials delivered on this order to be in accordance with specifications, drawings, or samples in all respects and agrees that this warranty shall survive acceptance. All material and workmanship entering into the performance of this order shall be subject to Buyer’s inspection and approval before acceptance and may be inspected and tested at all times and places, either before during, or after manufacture by Buyer or by the Government Department concerned at Buyer’s discretion. In case any of the articles are found to be defective in material or workmanship, otherwise not in conformity with requirements of the order, Buyer shall have the right to reject the same or require their correction or prompt replacement with satisfactory materials or workmanship. Rejected articles shall be removed by Seller at Seller’s expense promptly after notice so to do. Seller shall bear the cost of inspecting rejected material. If inspection and test are made on premises of Seller or Seller’s subcontractor, Seller shall furnish without additional charge all reasonable facilities and assistance for the sale and convenient inspections and tests required by the inspectors in performance of their duty. All inspections and tests shall be performed in such manner as not to delay the work unduly. Buyer reserves the privilege of retaining articles not conforming to the specifications as a proper reduction in the contract price, if the Buyer elects to do so, or if the Government requests Buyer to do so.
The Buyer shall have the right by written order to make changes from time to time in the work to be performed or materials to be furnished by the Seller hereunder. If such changes cause an increase or decrease in the quantity due under the order or in the time required for its performance, an equitable adjustment shall be made, and the order shall be modified in writing accordingly.
NON-ASSIGNMENT. The Seller shall not assign this purchase order or any interest therein or any monies due or to become due under this order without prior written consent of the Buyer.
Buyer reserves the right to cancel all or any part of the undelivered portion of this order in the event of the happening of any of the following: insolvency of the Seller; filing of a voluntary petition in bankruptcy, filing of an involuntary petition to have the Seller declared bankrupt, provided it is not vacated within thirty (30) days from the date of filing the appointment of a receiver or trustee for Seller; the execution by the Seller of an assignment for the benefit of its creditors.
SPECIAL TOOLS. If the price stated on the face hereof includes separately the cost of any dies, tools and/or patterns acquired by the Seller for the Purpose of filing this order, such dies, tools and/or patterns shall become the property of the Buyer and Shall, to the extent feasible, identify said property as Buyer directs. When this order has been completed, such tools shall be disposed of as Buyer may direct.
This order must not be filled at a higher price than last quoted or charged by Seller unless price is stated on the face of this order. No charges will be allowed for freight, express or carriage unless agreed to or specified on this order.
Buyer reserves the right at its option to suspend shipment covering order or to cancel this order in whole or part, at any time where such suspension or cancellation is caused by the United States Government orders or other requirements, embargoes, acts of the civil or military authorities, acts of the public enemy, inability to secure transportation facilities, strikes, differences within workmen, accidents at Buyer’s work or other contingencies beyond Buyer’s control arising out of National war activities or emergency conditions.
THOMAS PRODUCTS LTD. PROPERTY. Thomas Products Ltd. Patterns, specifications, drawings, tools and dies, shall not be used for any purpose other than supplying Thomas Products Ltd. Requirements, without Thomas Products Ltd. consent and shall remain Thomas Products Ltd. Property shall be kept in good condition by Seller, and upon request shall be promptly delivered to Thomas Products LTD.
SPECIFICATIONS AND WARRANTY. The seller expressly warrants to Thomas Products Ltd. and to Thomas Products Ltd. successor in interest to the goods that all materials, articles, or work covered by this order will conform to, and comply with, the terms of this order and to the applicable specifications and standards incorporated herein, will be suitable for the intended use if such use is disclosed to Seller or is otherwise known to Seller will be of merchantable kind and will be free from defects. The Seller agrees materials or articles or work or any part thereof found defective within one year after delivery to Thomas Products Ltd. or to its customer, whichever be later, will be replaced without charge, if requested by Thomas Products Ltd. The foregoing warranty shall apply to all repairs or replacements and shall extend for one year from completion of such repair or replacement. Such warranties are in addition to any other warranty, express or implied or service guarantee of Seller.
PATENTS, TRADEMARKS AND COPYRIGHTS. Unless otherwise agreed in writing, the Seller shall defend at Seller’s expense and pay costs and damages awarded in any suit brought against Thomas Products Ltd. or its customers based on the use or sale of a furnished article constituting actual or alleged infringement of a United States patent, trademark, or copyright.