Original Release: 07/2022
Revised Date: 07/2022
Document Owner: Office Manager
- ACCEPTANCE; PURCHASE ORDER CONSTITUTES ENTIRE AGREEMENT- This Order constitutes “BENMAR” Fabrication LLC’s offer and may be accepted by Seller (or Contractor where applicable) only in accordance with the terms hereof. An acceptance herein of an offer of Seller, or any confirmation herein of a prior agreement between BENMAR and Seller, is expressly made conditional on Seller’s assent to the additional or different terms contained herein. This order may be accepted by Seller by commencement of work, shipment of goods, or furnishing of services hereunder. Dispatch of Seller’s acceptance form or other written document will also act as an acceptance if it agrees with this Order with respect to the description, amount, price, and time of delivery of goods or services ordered. Notwithstanding any waiver in any instance, or any oral agreement, or any instructions, terms and conditions that may be contained in any quotation, acknowledgement, invoice, or other written document of Seller, no addition to, waiver for the future or modification of, any of the provisions herein contained shall be of any force or effect unless made in writing and executed by BENMAR. If the seller is unable to comply with this purchase order, they shall contact BENMAR immediately. When the seller is unsure about the terms and conditions applicability, they should contact BENMAR for clarification.
- CHANGES- BENMAR shall have the right at any time to make changes in this Order by written notice to Seller, and Seller agrees to comply with such changes. If such changes cause a material increase or decrease in Seller’s costs or time of performance of this Order, Seller shall notify BENMAR immediately and negotiate an adjustment. Seller shall not change the drawing, process, material, or procedure without prior written BENMAR approval.
- PRICE- If this Order is not priced it shall not be filled at prices higher than those last quoted and charged BENMAR for the same articles. Charges for boxing, packaging or cartage will not be allowed or paid by BENMAR unless otherwise expressly stated in this order. Goods are purchased on a delivered basis. An element of freight is included in the purchase price of the materials. All freight charges are to be paid by the seller to the carrier without further liability to BENMAR, its affiliates, or its customer and/or consignee.
- SHIPPING- BENMAR reserves the right to route all shipments. Delays in shipment shall be reported immediately by Seller to BENMAR. Every package or other shipping unit, bill of lading, shipping memorandum, and invoice must be marked with BENMAR’s Purchase Order Number.
- TIME OF THE ESSENCE- Time of the shipment and of other aspects of performance hereunder is of the essence of this agreement.
- DELIVERY/TITLE- Unless otherwise agreed, delivery shall be F.O.B. point of destination and title shall pass to BENMAR upon acceptance at the final delivery point. Risk of damages or loss following shipment and prior to acceptance by BENMAR shall be the responsibility of the Seller.
- RIGHT OF INSPECTION AND REJECTION- Material and equipment supplied by Seller shall be received subject to BENMAR’s inspection and approval within a reasonable time after delivery, notwithstanding prior payment. If specifications or warranties are not met, material and equipment may be returned at Seller’s expense. No material or equipment returned to Seller as defective shall be replaced except upon BENMAR’s formal authorization.
- ASSIGNMENT- Neither this Order nor any interest therein nor shall any claim arising hereunder be transferred or assigned by Seller without the prior written consent of BENMAR. BENMAR may transfer or assign the benefits of this agreement, in whole or in part, including without limitation the Seller’s warranty, without approval of Seller.
- GOVERNING LAW- This Order, and the rights and obligations of the parties thereto, shall be determined in accordance with the laws of the State of Wisconsin USA or wherein the work shall be performed herein.
- WARRANTY- Seller warrants that all goods or services furnished pursuant to this Order will be free from defects in material or workmanship and will be in conformity with the requirements of this Order, including drawings and specifications, if any, and reasonably fit for the purpose disclosed in this Order or in such drawings or specifications, and Seller further warrants that such goods or services will be merchantable and fit for the purpose for which they are sold, and where design is Seller’s responsibility, will be free from defects in design. BENMAR’s approval of Seller’s design or material shall not be construed to relieve Seller of the warranties set forth herein. Without any limitation of any rights which BENMAR may have at law by reason of any breach of warranty, goods which are not as warranted may at any time within twelve (12) months after delivery be returned at Seller’s expense. BENMAR at its option may require Seller either to replace such goods at no increase in price (Seller must pay all repacking, transportation and handling charges both ways) or to refund the purchase price and any charges in connection therewith.
- INVOICES- All invoices shall be sent to BENMAR at its office as indicated on the face of this Order and will state BENMAR’s Purchase Order Number clearly on the invoice. Invoice and duplicates shall be rendered for each order or for each shipment if more than one is made on an order. No invoice shall be delivered by Seller to any employee of BENMAR. An itemized delivery ticket, bearing BENMAR’s Purchase Order Number as shown hereon, must be left with the goods to insure their receipt. If delivery is made by carrier, an itemized delivery ticket must be attached to package or other shipping unit. In case of errors on an invoice, the invoice date will date form the receipt of the corrected invoices. Seller shall use the lowest published freight rates and any excess transportation charges incurred, including any that deviate from the published tariff rates, are to be borne by Seller.
- PATENT INDEMNITY- Seller agrees to indemnity, save harmless and defend BENMAR from and against any and all suits, claims, damages, costs, and attorney’s fees arising out of or in connection with any infringement or claimed infringement of any United States patent, trademark or copyright in the manufacture, use or sale of the equipment or materials furnished under this Order. In case said equipment or material is in such a suit, or in final adjudication elsewhere, held to constitute infringement, and the use thereof is enjoined, Seller shall, at its own expense, either procure for BENMAR the right to continue using said equipment or material, or at the option of BENMAR either replace same with equally efficient non-infringing equipment or material, or modify it without impairing its efficiency so it becomes non-infringing, or remove said equipment or material and refund the purchase price and the transportation and installation costs thereof.
- COMPLIANCE WITH LAWS- Seller, in the performance of the Order, unless exempt, shall comply with provisions of Executive Orders No. 11246 as amended and No. 13201 (Beck) as amended, 29 C.F.R 470, 41 C.F.R 60-1, 60-250, 60-741.44, 60-250.44, 60.300.44, which are all incorporated by reference herein, and all other applicable Federal, state, and local laws, regulations, rules and ordinances, including but not limited to those dealing with the environment. All goods and services must bear the following legend: “We hereby certify that the goods and services covered by this invoice were produced in compliance with applicable requirements of Section 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and Orders of the United States Department of Labor issues under Section 14 thereof.”
- CHEMICAL SUBSTANCE IDENTIFICATION- By acceptance of this Order, Seller certifies that any chemical substance(s) furnished pursuant to this Order has been properly labeled, and that proper information on the substance(s), e.g., material safety data sheets, have been provided to BENMAR, pursuant to all federal, state or local laws and regulations
- TERMINATION- BENMAR by written notice, may terminate this Order, in whole or in part. In the event that this order is terminated as a result of Seller’s default, the Seller shall be liable for all damages allowed in law or equity, including the excess cost of reproducing similar items. If this Order is terminated for the convenience of BENMAR, Seller will be compensated to the extent that items have been accepted by BENMAR prior to the effective date of termination. Other than to this extent, BENMAR shall not be liable to Seller for any damages on account of its failure to accept all of the items ordered.
- CONFIDENTIALITY/TRADE SECRETS- All specifications, data and other information furnished by BENMAR, or its agents, to Seller in connection with this Order remain the exclusive intellectual property of BENMAR and shall be treated by the Seller as proprietary and shall not be disclosed or used, outside the limitation of this Order, without prior written approval of the Director – Purchases or BENMAR. In addition, the purchase of the Seller’s product does not authorize the Seller to use the name of or make reference to BENMAR for any purpose in any releases for public or private dissemination, nor shall the Seller divulge or use in any advertisement or publication any specifications, data, or other information pertaining to or relating to this usage without prior written approval of the Director – Purchases of BENMAR.
- COMPETENCE/TRAINING- seller shall have an established processes that ensure that employees have the requisite training before undertaking work in support of this purchase order.
- PERFORMANCE- BENMAR shall measure the performance of suppliers for compliance with the requirements of the purchase order, statement of work, and any identified specifications.
- VERIFICATION/VALIDATION- BENMAR reserves the right to on site monitoring, including verification or validation activities of any process steps.
- QUALITY MANAGEMENT SYSTEM- Seller shall have in place and maintain a set of processes, procedures and or business practices that ensure the quality of the products and or services, supplied against this purchase order.
- APPROVED PROCESSES- The seller shall apply appropriate controls to their direct and sub-tier external providers, to ensure that requirements are met. Special Processes shall be Nadcap accredited.
- NONCONFORMING PROCESSES- Seller shall provide and maintain a program for control of nonconforming products and for corrective/preventive action.
- COUNTERFEIT MITIGATION- Seller shall be aware of counterfeit parts prevention. Suspect counterfeit or counterfeit parts shall not be returned to seller or reimbursed.
- 24. DOCUMENTED INFORMATION- Seller shall have an established data management practices that ensure all required records pertaining to products and services supplied under this purchase order are maintained and made available for review upon request. Copies of all quality assurance records, manufacturing records, traceability records, and test data required in support of this subcontract or purchase order shall be retained by the Supplier for a period of twelve (12) years. These records shall indicate discrepancies found and information regarding corrective action taken by the Supplier and shall be made available to BENMAR Fabrication LLC upon request. The Supplier shall notify BENMAR prior to disposing of these records.
- AWARENESS- The seller shall: (1) Provide flow down of applicable specifications and standards requirements to sub tier suppliers. (2) Their contribution to product or service conformity. (3) Be aware of their contributions to product safety. (4) Be aware of the importance of ethical behavior.