1. Scope: The terms and conditions set forth below with those appearing on the face of this purchase order or on any exhibits attached hereto constitute the complete and exclusive agreement (hereafter "Order") between Carlisle Interconnect Technologies ("Company") and the supplier identified on the face of this Order ("Supplier"). The terms and conditions of this Order take precedence over any additional or different terms and conditions of the Supplier which may be contained in Supplier's quotation or acknowledgement to which objection is hereby made by Company. No modification of this Order shall be binding upon either party unless in writing and signed by an authorized representative of each party.
2. Prices: This Order shall not be filled at prices higher than those shown on this order, or higher than those last quoted or charged by the Supplier, unless such increased price shall have been authorized in writing by Company. Such prices shall remain firm for the duration of this order and are exclusive of taxes, shipping and insurance. If charges for taxes, shipping and insurance are applicable, they shall be separately stated on Supplier's invoice. Supplier warrants that each price for goods ("Goods") or services ("Services") is no less favorable than that extended during the term of this order to any other customer for the same or like items in equal or lesser quantities on similar terms and conditions.
3. Shipping and Delivery: Quantities shipped must equal the quantity ordered unless otherwise specified by Company. Each shipment of Goods by Supplier to Company shall include a packing list which contains at least (i) the purchase order number, (ii) Company's unique part number, (iii) the quantity, and (iv) the date of shipment. Delivery shall be strictly in accordance with the delivery schedule set out or referred to on this purchase order, or in written changes thereto signed by Buyer. Buyer may refuse to accept, or return at Seller's risk and expense, any equipment made in excess of Buyer's order or in advance of required delivery dates, or to defer payment on such deliveries until such dates. Seller shall notify Buyer immediately of any actual or potential labor dispute which is delaying or threatens to delay the timely performance of this Order. Delivery for this purpose shall mean date of receipt at Carlisle Interconnect Technologies' dock.
4. Title and Risk of Loss: Unless otherwise specified on the face of this Order, shipping terms shall be FOB point of shipment ("FOB Ship Point"). Title and risk of loss will pass to Company upon delivery of Goods to the carrier. If the face of this Order specifies Company's location as FOB ("FOB Destination") point, Supplier will bear risk of loss or damage and title shall not pass to Company until actual delivery of the Goods at Company's location.
5. Inspection: Buyer shall not be required to inspect or test articles covered by this Order. It shall be Seller's responsibility to assure that such articles are in strict conformance with all requirements of the purchase order. Notwithstanding the above, all articles or work called for hereunder shall be subject to inspection and test by Buyer and by personnel designated by Buyer at all times and places including the period of manufacture and in any event, prior to acceptance. Unless otherwise specified herein, final inspection and acceptance shall be made after delivery to Buyer. If any inspection or test is made on the premises of Seller or Seller's subcontractor, Seller shall provide without additional charge, reasonable facilities and assistance for the safety and convenience of inspection personnel. Buyer shall have the right to reject articles found upon inspection not to conform to the requirements of this order, and to require their correction or replacement at Buyer's option; Buyer's acceptance of any non-conforming article of work shall not constitute a waiver of requirements for any additional articles or work required to be delivered hereunder. Seller shall provide and maintain an inspection system acceptable to Buyer, and shall maintain complete inspection and test records, which shall be made available to Buyer upon request. Right of Access: Should Carlisle Interconnect Technologies, Carlisle Interconnect Technologies' customer or regulatory authorities inspections be required by this Purchase Order, notification of the required inspections shall be made as prompt as possible, but no less than 48 hours in advance. The inspections may occur at any of the facilities involved with the order and will include all applicable records.
6. Invoices and Payment: Unless agreed upon in writing, Supplier shall issue invoices only at time of shipment of Goods or completion of Services. Unless otherwise specified on the face of this Order, payment shall be Net 30 days from time of receipt of Goods at Company's facility or upon Company's confirmation of completion of services provided by Supplier.
7. Set Off: Buyer shall be entitled at all times to set off any amounts owing at any time from Seller, under this order or otherwise, to Buyer or any of Buyer's affiliates against any amounts due by Buyer in connection with this order.
8. Patent Indemnification: Supplier represents that the Goods furnished hereunder and their use does not infringe any patent, trademark or copyright. Supplier agrees, at its own expense, to defend, indemnify and save harmless Company, and/or its customers in any and all patent, copyright, and/or trademark infringement suits brought because of the use of the equipment or materials furnished the Supplier and agrees to procure rights for continued use of infringed Goods for Company or to provide an alternate acceptable to Company, except where such equipment or materials are furnished pursuant to the drawings or designs furnished by Company.
9. Product Specifications: No substitutes will be accepted without Company's specific written approval. For a reasonable time after delivery, Supplier's equipment, materials, and services performed are subject to Company's inspection and approval. If specifications are not met: (a) material and/or equipment may be rejected and returned at Supplier's expense, including transportation charges both ways, and/or (b) Company may require that the service be repeated pursuant to the stated specifications. Payment of invoice does not constitute acceptance of equipment, materials or services covered by this Purchase Order and is without prejudice to any and all claims of Company against Supplier.
10. Warranties: During the time specified on the face of this Purchase Order, Supplier represents and warrants that all equipment, materials and services delivered hereunder shall be free from defects of material and workmanship, and Supplier further warrants that parts furnished will conform strictly to the specifications and/or drawing specified. Such warranties together with Supplier's service warranties and guarantees shall run to Company, its successors, assignors and/or its customers.
11. Materials and Tools: Whenever Supplier shall have in its possession property of Company, by virtue of this order, Supplier will be deemed an insurer thereof and shall be responsible for its safe return to Company and to ensure that no other party shall acquire a security interest in same.
12. Intellectual Property: All drawings, specifications, data, memoranda, calculations, notes and other materials or copies thereof made available to Supplier by Company shall remain the sole and exclusive property of Company and will be returned at the completion of this order or when requested by Company. Further, Company shall acquire sole and exclusive ownership of all equipment, materials, and documents generated as a result of this order and/or through the use of Company's information.
13. Compliance With Federal, State, and Local Laws: Seller warrants that in performance of this order, it has complied with or will comply with all applicable Federal, State and local laws and ordinances and lawful orders, rules and regulations thereunder, including, but not by way of limitation, provisions of the Fair Labor Standards Act of 1938 as amended (29 U.S.C. Sec. 201-219), and lawful rules and regulations thereunder.
14. Equal Opportunity: Supplier agrees to comply with applicable State, Federal and local laws, and unless specifically exempt, to comply with all provisions of Executive Order No. 11246 of September 24, 1965 as amended and of the rules, regulations, and relevant orders of the Secretary of Labor, including the equal opportunity clause.
15. Packaging: No charge will be allowed for packing, boxing or crating, unless agreed upon in writing at time of purchase. Damage to any material not packed to insure proper protection during shipment shall be charged to the Supplier.
16. Confidentiality: All information obtained by Supplier from Company which is identified as confidential or proprietary by Company or is acquired by Supplier under circumstances reasonably considered to impose an obligation of confidentiality shall (i) be received in confidence and (ii) shall remain the property of Company, (iii) shall not be disclosed to a third party and (iv) shall be used by Supplier only to the extent necessary for the performance of this Order. For failure of Seller to observe the provisions of this section, in addition to all other rights and remedies Buyer may have, Buyer shall have the right to terminate this order without any obligation by Buyer to accept deliveries after the date of termination or make further payments except for completed articles delivered prior to termination.
17. Assignment: Supplier may not assign this Order or any rights under this Order without the prior written consent of Company. Any attempted assignment without Company's written approval shall be void.
18. Cancellation For Default: Company reserves the right to cancel all or any part of this Order without liability if Seller fails to make deliveries as specified herein, or fails to make progress such as to endanger performance of the work and does not correct such failures within ten (10) days after receipt of written notice from Company specifying such failure. Any failure by Company to exercise this cancellation option with respect to any installment shall not constitute a waiver with respect to subsequent installments. In the event of the insolvency of Seller, an assignment for the benefit of creditors, the filing of voluntary or involuntary petition in bankruptcy or appointment of a Receiver, or Trustee by or for Seller; Company shall have the right to cancel this order immediately without liability.
19. Product Liability Insurance: Except when otherwise so stipulated, Seller shall obtain and maintain at its expense policy or policies or product liability insurance with a broad form vendor's endorsement, naming Carlisle Interconnect Technologies Company, subsidiary of Carlisle Corporation, an additional insured in the amount of $50,000,000 bodily injury and $500,000 property damage, and in such company or companies, as shall be satisfactory to purchaser. All such policies shall provide that coverage thereunder shall not be terminated or changed without at least ten (10) days prior written notice to purchaser. Seller shall furnish purchaser with certificates of insurance, and evidence of renewals. The purchase of such insurance or the furnishing of certificates shall not be in satisfaction of Seller's liability hereunder in any way modify Seller's indemnification of purchaser.
20. Waiver: The remedies herein reserved to Company shall be cumulative, and additional to pay other or further remedies provided in law or equity and a waiver by Company of a breach of any provision of this Order shall not constitute a waiver of any other breach, of such provision.
21. Governing Law: This Agreement, and all rights and obligations in connection herewith, shall be governed by and construed under the laws of the State of New York. The courts of the State of New York shall have full exclusive jurisdiction over Company, Supplier, and all subject matter in connection with any controversy, claim, or award arising out of this order.
IF ANY PART OF THE TERMS AND CONDITIONS STATED HEREIN ARE HELD VOID OR UNENFORCEABLE, SUCH PART WILL BE TREATED AS SEVERABLE, LEAVING VALID THE REMAINDER OF THE TERMS AND CONDITIONS NOTWITHSTANDING THE PART OR PARTS FOUND VOID OR UNENFORCEABLE.