Purchase Order Terms and Conditions

Centellax provides these Purchase Order Terms and Conditions to make you aware of our practices. This statement was last updated on 16 Aug 2005.

1. Acceptance: Acceptance of the offer represented by this Purchase Order Is expressly limited to the terms of this Order. Signing and returning the acknowledgment document of this Purchase Order (if included herewith) or, in any event, any shipment of Articles, ordering of Supplies or commencement of performance hereunder shall constitute acceptance of this Order. The Order is the entire contract and no changes are binding on the Buyer unless they are in writing and signed by an authorized representative of the Buyer’s Purchasing Department. This Purchase Order is limited to the terms and conditions contained therein or incorporated. Any additional or different terms in the Seller’s form are hereby deemed to be material alterations and notice of objection to them rejection of them is hereby given. Any shipment of Articles shall be deemed to be only within the terms and conditions herein.

2. Packing and Shipment: Unless otherwise specified in this Order all Articles shall be delivered F.O.B origin. The Buyer’s Order number and part numbers must be plainly marked on all invoices, packages, bills of lading and shipping orders. Shipping memos or packing lists must accompany Articles. The Buyer’s count or weight shall be final and conclusive on shipments not accompanied by shipping memos or packing lists.

   Unless otherwise specified, all Articles are to be packed and shipped in accordance with best commercial practices. Notwithstanding anything to the contrary herein or contained within the Order, the risk of loss or of damage to Articles which fail to conform to the Order shall remain with Seller until cure or acceptance.

3. Overshipments and Rejected Material - Return to Seller: The Buyer’s needs are for the quantities of Articles specified within the Purchase Order. Articles delivered in excess of the quantity ordered result in substantial administrative expense to the Buyer. Therefore, Articles delivered under this Purchase Order in excess of the quantity specified may be retained by the Buyer at no additional cost. The Buyer is under no obligation hereunder to notify Seller of any over shipments.

   Seller shall be liable for handling charges and return shipment costs for: (a) Any excess quantities shipped by Seller and returned by the Buyer, and (b) For any Articles which are rejected and returned to Seller for non-compliance with the specified requirements. The Buyer shall have, in addition, any other rights and remedies provided by law, equity or under this Order, the right to a set off against any open Purchase Order.

4. Delivery: The parties have agreed to the delivery dates established herein and the Buyer schedules have been based thereon. Buyer may at its sole discretion agree to accept deliveries after the date established herein for delivery has passed. Buyer may, in such an instance, hold Seller responsible for all costs occasioned to the Buyer as a result of late delivery, which may include any additional cost to the Buyer resulting from expediting shipment. Any such acceptance of late deliveries shall be at such reduction in price as is equitable under the circumstances unless such late delivery arises out of causes beyond the control and without the fault or negligence of Seller. Acceptance of late deliveries shall not relieve Seller of the obligation to make future deliveries in accordance with the delivery schedule established herein.

   The Buyer reserves the right to refuse or return at Seller’s risk and expense, shipments received more than two weeks in advance of the schedule of deliveries set forth in this Order.

5. Payment: Seller shall be paid the prices set forth herein less deductions, if any, after delivery and acceptance by the Buyer and upon the submission of proper invoices. Payment will be made on partial deliveries accepted by the Buyer. In case of conflict between unit prices and total price, unit prices shall control. Invoices shall be sent by the Seller to the Buyer’s Accounts Payable Department at the address shown on the Purchase Order. Invoices are not to be enclosed with goods or submitted to individuals or other addresses. Any payment made for Articles delivered prior to final acceptance of the Articles shall not constitute final acceptance of the Articles. Delays in receiving invoices as well as errors and omissions thereon will be considered just cause for withholding payment without losing discount privileges. Unless otherwise agreed, invoices covering Articles shipped in advance of specified delivery dates will not be paid until their normal maturity after the date specified for delivery.

6. Changes: The Buyer may, at any time prior to final delivery under this Purchase Order, by notice in accordance with clause 20, make changes within the general scope hereof in any one or more of the following: (1) drawings, designs or specifications where the Articles to be furnished are to be specially manufactured for the Buyer in accordance therewith; (2) method of shipment or packing (3) the place of delivery (4) description of services to be performed, (5) time of performance of the services (e.g.), hours of day, day of the week and place of performance of the services, and (6) the delivery schedule. If any such change causes an increase or decrease of tre cost or time required for performance of this Order, an equitable adjustment shall be made in the price or delivery schedule or both, and the Order shall be modified accordingly. Any claim by the Seller for adjustment under this clause, must be asserted within fifteen (15) days from the date of notification of the change; provided, however, that the Buyer, if the Buyer decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment of this Order. Failure to agree to an adjustment shall not excuse the Seller from proceeding with this Order as changed. If this Order is placed under a government prime contract, the cost principles set forth In Federal Acquisition Regulation (FAR), Part 31 and the Department at Defense (DoD) FAR Supplement (DFARS) Part 231 shall be applicable in the determination and negotiation of any equitable adjustment of price hereunder.

   Whether made pursuant to this clause or by mutual agreement, changes shall not be binding upon the Seller unless directed in writing by a member of the Buyer’s Purchasing Department. The issuance of information, advice, approval, or instructions by the Buyer’ technical personnel or other representative shall not affect the Buyer’s and Seller’s rights and obligations hereunder unless the same is in writing and signed by a member of the Buyer’s Purchasing Department and it is expressly stated therein that constitutes an amendment to this Order.

7. Inspection: All Articles called for hereunder or portions thereof shall be subject to inspection and test by the Buyer and authorized Government representatives, if applicable, at any point during the manufacture thereof and in any event prior to acceptance. Final inspection and acceptance shall be after delivery in accordance with this Purchase Order. If any inspection or test is made on the premises of Seller, Seller shall provide reasonable facilities and assistance for the safety and convenience of inspection personnel. The Buyer shall have the right to reject Articles found upon inspection not to conform to this Purchase Order, to require their correction (either in place or at Seller’s plant, at the Buyer’s option), or to accept non-conforming Articles at a reduction in price which is equitable under the circumstances if, as a result of sampling inspection, any portion of the lot or shipment of like or similar items is found not to be in conformity with this Order, the Buyer may reject and return the entire shipment or lot without further inspection, or, at its option, complete inspection of all items in the shipment or lot, reject and return any or all non-conforming units (or accept them at a reduced price) and charge Seller the cost or such Inspection. Items once rejected shall not thereafter be tendered for acceptance unless the former rejection is made known, The Buyer acceptance of any non-conforming Articles shall not constitute a waiver of specifications requirements for any additional articles required to be delivered hereunder.

   The Buyer shall not be required to inspect or test Articles hereunder. It shall be the Seller’s responsability to adequately test and inspect the Articles to be tendered for acceptance to assure that such Articles are in strict conformance with all the requirements of this Order. By such tender Seller assures the Buyer that such Articles offered so comply. Except as otherwise provided in this Purchase Order, final acceptance shall be conclusive except as regards latent defect., fraud or such gross mistakes as amount to fraud.

8. Warranties: (a) The Seller warrants that all Articles to be delivered hereunder shall be free from defect in workmanship and material and shall conform to the specification. If the Buyer shall give the Seller notice of any defect or non-conformity (whether latent or patent) within one year from the date of delivery of any Articles affected thereby, the Seller shall at no cost to the Buyer and with all possible speed, repair or replace Articles thereof. Warranties shall then continue for an additional one-year period as to the repaired or replaced Articles. Warranties shall survive the Buyer’s inspection, delivery, acceptance or payment by the Buyer and shall together with Seller’s service guaranties, if any. run to the Buyer and its customer. (b) Seller warrants that each and every chemical substance delivered hereunder shall, at the time of sale, transfer, or delivery, be on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Agency pursuant to Section 8 of the Toxic Substances Control Act (Title 15 USC Para. 2601et. seq.). (c) The above warranties shall be in addition to any other rights and warranties available to the Buyer.

9. Termination:In accordance with the Notices Clause 30, Buyer may terminate at any time for its convenience or terminate for Seller’s breach, all or any part of this Order. If this Order is terminated for Seller’s breach or if Seller is in breach of this Order when it is terminated for convenience, Seller shall have no claim against Buyer for any costs incurred or any profit with respect to the terminated or cancelled portion of the Order. If this Order is otherwise terminated by Buyer, Seller shall be paid an equitable amount to cover the effort actually expensed by Seller plus a reasonable profit thereon; provided however that no amount shall be paid for any anticipatory profits and the total amount shall not exceed the prices contained within the Order for the Articles terminated. In addition to Buyer’s right to cancel at any time for Seller’s breach of any of the provisions of this Order, including the failure to meet their delivery schedule, all or portion of this Order may be cancelled by Buyer, if Seller, in Buyer’s judgment, is failing to make sufficient progress as to endanger performance of this Order in accordance with the terms, and Seller fails to furnish Buyer adequate assurance of due performance within ten (10) days (or such further period as Buyer may grant) after receipt of Buyer’s written request for assurances.

   The rights and remedies provided herein shall not be exclusive, but are cumulative and, in addition to any other rights and remedies provided by law or covered under this order.

10. Buyer Property: Unless otherwise expressly agreed In writing, all material, tooling, designs, data, documents and any other property furnished to the Seller by the Buyer or paid for by the Buyer In connection with this Purchase Order: (1) shall be and remain the properly of the Buyer; (2) shall be subject to delivery to the Buyer upon request; (3) shall not without the Buyer’s written permission be used for or disclosed to anyone other than the Buyer; (4) shall be held at the Seller’s risk; and (5) shall be kept insured by the Seller at the Seller’s expense while in its custody or control in an amount equal to replacement cost thereof, with loss payable to the Buyer. Copies of policies or certificates of such insurance shall be furnished to the Buyer upon request.

11. Indemnification: (a) Seller agrees to indemnity, hold harmless and defend Buyer, its agents, employees, officers and directors from any and all costs and expenses, including attorneys’ fees, which Buyer may pay or become obligated to pay, on account of any, all and every demand or claim or assertion of liability arising, or alleged to have arisen, out of (1) Seller’s breach of any expressed or implied warranty; (2) Seller’s default; (3) the negligent or deliberate acts and/or omissions of Seller or its agents, employees, officers and directors; (4) Seller’s or Seller’s subcontractors’ liabilities for non-compliance with the provisions of Clauses 15 and 16; (5) any and all actions or proceedings charging infringement of any patent, trademark, copyright or mask work by reason of sale or use of any Articles furnished hereunder (6) Bodily injury to or property damage of any person including Seller’s or Sellers subcontractors’ employees, arising out of performance of any work hereunder, including Seller’s use of premises or equipment. (b) In the event the liability of Seller shall arise by reason of the negligence of Buyer or Buyer’s agents, employees, officers, and directors, or by reason or specific compliance with detailed instructions of Buyer, Seller shall not be liable under the provisions of this clause except to the extent of the Seller’s negligence, Buyer agrees to provide Seller with timely notice of any potential claim covered by this clause.

12. Confidentiality: Seller shall keep confidential all information, drawings, specifications or data and return to the Buyer upon request all documents furnished by the Buyer and marked proprietary, and shall not divulge or use such information, drawings, specification, or data for the benefit of any other party except as required for the efficient performance of this Order, Seller shall not make copies or permit copies to be made without the prior written consent of the Buyer. Seller shall thereafter make no further use, either directly or indirectly, or any such data or any information derived therefrom without obtaining the Buyer’s written consent.

13. Assignments: Seller may not assign any rights under this Purchase Order or any portion thereof, except that claims for money due hereunder may be assigned by Seller to a bank, trust company or other financial institution including any federal lending agency. Any payment by Buyer to an assignee of any monies due or to become due hereunder shall be subject to set off or recoupment for any present or future claim or claims which Buyer may against the Seller arising under this and any other contract or Purchase Order.

14. Advertisement: Seller shall not advertise or make public in any manner the existence of this Purchase Order or any content hereof without the Buyer’s prior written consent.

15. Compliance with Laws: Seller represents that it has and will continue during the performance of this Order to comply with the provisions of all applicable Federal, state and local laws and regulations. Seller agrees to furnish the Buyer upon request satisfactory evidence of compliance.

16. Export Controls: (a) Seller agrees to comply with all U.S. export control laws and regulations. Without limiting the foregoing, Seller agrees that it will not transfer any export controlled item, data or services to include transfer to foreign persons employed by or, associated with or, under contract to Seller or Seller’s suppliers without the authority of export authorization. (b) Seller agrees to notify Buyer if any Articles or service to be delivered under this Purchase Order is restricted by export control laws or regulations. (c) Seller shall immediately notify the Buyer’s Purchasing Representative if Seller is listed in the Denied Parties List or if Seller’s export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. Government entity or agency.

17. Applicable: This order is to be construed and interpreted in accordance with the laws of the state of California.

18. Waiver: No waiver by the Buyer of any breach of this Purchase Order shall be held to be a waiver or any other or subsequent breach. All rights and remedies available to the Buyer shall be taken and construed as cumulative, that is, in addition to any other rights and remedies provided herein or by law.

19. Severability: Each paragraph and provision of this Order is severable, and if one or more paragraphs or provisions are declared invalid, the remaining provisions of this Purchase Order will remain in full force and effect.

20. Notices: Any notice to be given under a Purchase Order issued under The terms and Conditions herunder must be in writing. Notices may be sent via certified or registered mail; via fax with a confirming copy; or via electronic means provided an electronic signature confirms its authenticity in a manner agreed to in advance. Notice shall be deemed to have been given when received. All notices from Seller to Buyer should be mailed to the attention of the Purchasing Manager.

21. Definitions: The following terms shall have the meanings set forth below: (a)"Buyer" means CENTELLAX; (b)"Buyer’s Purchasing Representative": means the person authorized by CENTELLAX to administer and/or execute this Purchase Order; (c)"P.O" or "Purchase Order" or "Order" as used in any document constituting a part of this contract shall mean this "Contract"; (d)"Seller" means the party identified on the face of the Purchase Order with whom CENTELLAX is contracting; (e)"Article(s)" means all required materials, supplies, goods and services constituting the subject matter of this Purchase Order.

Changes to the statement
All material changes to our policy and practices will be posted on this page. The revision date shown at the top of the page will be updated accordingly.

Contact Information
Please e-mail questions or comments about our privacy practices to: policy@centellax.com.