Purchase Order Terms and Conditions

1. Definitions. As used throughout this Purchase Order (”Order”), the entity placing the Order, which is named on the front hereof, shall be referred to as the “Buyer”, and the company to which this order is addressed shall be called the “Supplier”. In addition, all goods, services and materials to be furnished by the Supplier shall collectively be referred to as the “Materials”.
2. Assignment. This order is not assignable, in whole or in part, by the Supplier without the prior written consent of the Buyer. Any assignment made in violation of this Section 2 shall be void ab initio and not be binding on the Buyer in any respect.
3. Inspection. The Buyer reserves the right to visit the Supplier’s manufacturing or other facilities at all reasonable times in order to inspect any work in progress or Materials which are the subject matter of this Order. The Supplier agrees to admit to its premises such quality control personnel as may be dispatched by the Buyer and permit such representatives to make a full and complete inspection of all goods, procedures, subassemblies, facilities, tooling and machines employed in producing the Materials specified in this Order. The Supplier also agrees that the inspection rights reserved herein may be exercised by the Buyer’s agents, suppliers, and subcontractors. Payment for Materials under this Order shall not constitute an acceptance thereof, but all materials received shall be subjected to the Buyer’s inspection and rejection at any time after delivery. Defective Materials or Materials which fail to meet any of the Buyer’s specifications will be kept or stored by the Buyer at the Vendor’s sole risk and expense and subject to its disposition. Materials returned as defective shall not be replaced without a subsequent Order issued by the Buyer.
4. Infringement. The Supplier shall indemnify, defend, and hold the Buyer harmless from and against all claims, damages and causes of action made against the Buyer, its successors, assigns, agents, affiliates, customers, and users of its products for actual or alleged infringements of patents, patents rights, or any other intellectual property right in connection with Materials furnished by the Supplier.
5. Insurance & Risk of Loss. All designs, tools, drawings and any other property of the Buyer while in the Supplier’s possession shall be held at the Supplier’s sole risk against loss or damage from all hazards. In the event of damage, Supplier shall reimburse Buyer the repair costs, in the event of irreparable damage or loss, Supplier shall reimburse Buyer the full new replacement cost. Should the Supplier be required to visit the premises of the Buyer or others in connection with any work covered by this order, action and losses for injuries to any person or any damage to any property arising out of performance of the work covered hereby. To this end, the Supplier shall provide Buyer with certificates of insurance evidencing such coverage appropriate for the work covered by this Order.
6. Quantity. The quantity of Materials ordered herein shall conform with those requested by the buyer. However, for orders for green tubes and other similar Materials, such quantities shall be subject to allowances for customary variations attributable to standard manufacturing, fabricating or heat treat practices of the Vendor, not to exceed, however, +/-2 percent, unless otherwise indicated in this order.
7. Price. The prices and terms for all goods, services and Materials subject to this Order shall be the Supplier’s lowest prices then in effect at the time such materials are delivered to the Buyer. Should any lower prices or more favorable terms be quoted by the Supplier to any of is other customers during or prior to the completion of this Order then such lower prices or more favorable terms shall automatically be applied to all goods, services and Materials thereafter furnished to the Buyer, notwithstanding the Buyer’s acceptance or payment of the same. In addition, and if the prices quoted on the face of this Order are lower than those for which the Supplier is willing to accept, then such variations must be indicated on the acknowledgement copy thereof, it being further agreed that the Buyer shall not be further obligated to pay such higher prices until the Buyer executes a change order or a new Order is issued by the Buyer which approves such prices, even though Materials may be shipped to and accepted by the Buyer.
8. Variance from Specification. All materials shall conform to the specification listed in the Order. Any variation from specification requirements must be noted on the acknowledgement copy thereof. No variation shall be deemed accepted unless a written change order is issued by the Buyer.
9. Confidentiality. The terms of this Order shall be used for the Buyer’s and Supplier’s internal purposes only and shall not be disclosed to or used by any third party (other than said party’s advisors) for any purpose, including, but not limited to use of raw data by parties such as trade organizations. The Buyer’s specifications, drawings and other technical information are exclusive property of the Buyer and are proprietary and confidential and shall not be disclosed, published or disseminated to third parties unless the buyer gives its written consent in advance.
10. Warranties. The Supplier warrants that all materials covered by this Order will conform to the specifications, drawings, samples and course of business, and will be merchantable, fit for intended purposes, of good quality and workmanship, and free of all defects. The Supplier also agrees to indemnify, defend and hold the Buyer harmless from and against all claims, demands, damages, liability, and causes of action asserted against the Buyer which are attributable or alleged to have been caused by any breach of the warranties given above. Time shall be of the essence with respect to this Order.
11. Cancellation. The Buyer shall have the right at any time to cancel this Order either in whole or in part for any one of the following reasons: (a) the failure of the Supplier to use due diligence to perform the work and services specified herein; (b) the failure of the Supplier to deliver the Materials at those times designated in this Order, or If no such time is designated, the failure to deliver in a timely manner, unless such delays are attributable to causes beyond the reasonable control and forseeability of the Supplier subsequent to the acceptance of this Order, and provided the Supplier give notice to the Buyer within five days after the occurrence of the event or the date on which Supplier has knowledge thereof, and only if the parties mutually agreed in writing to extend the deliver date; (c) the filing of any petition in bankruptcy either by or against the Supplier, or any other proceedings involving the insolvency or receivership of the Supplier; and (d) the cancellation of any order or contract placed with the buyer involving goods, services or Materials included in this Order. In no event shall the Supplier be entitled to lost or anticipated profits or any consequential or incidental damages on account of any cancellation of this Order by the Buyer.
12. Purchase Money Security Interest. Supplier acknowledges that if payments pursuant to this Order are made by Buyer prior to the delivery of the Materials to the Buyer, such payments are advances being paid by Buyer to enable Supplier to acquire raw materials, parts and labor necessary for the construction and/or manufacturing of the Materials to engineer, fabricate, construct and manufacture such Materials. Supplier further acknowledges that but for Buyer’s payment of such payments there would be no such raw materials, parts or labor. Accordingly, and in furtherance of the interests of both Supplier and buyer and to enable Supplier to acquire such raw materials, parts and labor and to enable Supplier to engineer, to fabricate, to construct and to manufacture such Materials. Supplier hereby grants to Buyer a purchase money security interest in the Materials and all related raw materials, parts, plans, elevations, layouts, electrical drawings and other property, including but not limited to any raw materials, parts, and other property that are appended or annexed to such Materials, including any work-in-progress. Supplier agrees to execute any and all additional documents necessary to perfect or assist Buyer in perfecting such purchase money security interest and authorized Buyer to file any and all documents necessary to perfect such security interest.
13. Compliance with Laws. The Supplier shall in the performance of this Order comply with all federal, state and local laws, executive orders, ordinances and regulations, including without limitation, those relating to fair labor standards, equal employment opportunity, job vacancy listings and utilization of minority business enterprises. In the event any of the Materials are to be used in any contract or order either executed or issued by the Buyer by the United States Government or any agency thereof, then the Supplier’s obligations herein shall be governed by the terms of the particular government contract or order involved, except as modified by the terms of this Order.
14. Safety and Health. By accepting this Order, the Supplier certified that the goods, services, and Materials furnished hereunder are in full compliance with all applicable provisions of the Occupational Safety and Health Act of 1970, as amended, and all applicable standards issued pursuant thereto, including those referenced in such Act but issued under legislation.
15. Freight. Additional freight costs resulting from the Supplier’s inability to complete this Order by a single shipment are and shall be for the Supplier’s account, unless partial shipments are specifically authorized by the Buyer.
16. Acceptance. Subject to the remaining provision in this Section 16, this Order must be accepted in writing by the Supplier’s execution and return of an acknowledgement copy hereto. If for any reason the Supplier fails to do so, then this Order shall nevertheless be deemed accepted by the Supplier in all respects if:
    
    1. any conduct by the Supplier recognized the existence of a contract pertaining to the subject matter of this Order, including any shipment of Materials to the buyer, or
    2. the Supplier fails to timely object to this order within 10 days after the receipt of same. Any terms or conditions contained in quotations or similar forms of the Supplier or proposed in any acknowledgement or acceptance which add to qualify or are different from the terms of this Order are hereby rejected and shall be void, regardless of whether the same precede or are submitted subsequent to this Order; it being intended that this Order shall constitute the complete and exclusive contract between parties and may be modified only by a written instrument executed by authorized representatives of the Buyer and the Supplier.
17. Applicable Law & Headings. This Order shall be governed by and construed in accordance with Louisiana law excluding the conflicts of law provisions thereof. All section headings herein are for the convenience of the parties and shall not affect the construction or interpretation of this Order.

EQUAL OPPORTUNITY CLAUSE FOR PURCHASE ORDERS The equal opportunity clause required under Executive Order 11246, set forth in 41 CFR 60-1.4, the equal opportunity clause for special disabled veterans and veterans of the Vietnam era, set forth in 41 DFR 41 60-250.5, the equal opportunity clause for workers with disabilities, set forth in CFR 60-741.5 and the related regulations of the Secretary of Labor 41 CFR Chapter 60, are incorporated by reference in this Order. By accepting this Order, Supplier certifies that it complies with the authorities cited above.