I. Complete AgreementThe terms and conditions of this purchase order set forth the entire agreement between the parties hereto and supersede all previous communications, proposals, representations or agreements, whether written or oral. No agreement or understanding which varies or extend the terms or conditions of this purchase order will be binding unless issued in writing by Elcam or a duly assigned officer or representative of Elcam, Inc. No conditions stated by the Seller in its acknowledgment of this order shall be binding upon Elcam if in conflict with, inconsistent with, or in addition to the terms and conditions stated herein. Any such conditions, if not agreed to by the Buyer through a subsequent purchase order amendment, have been rejected by Elcam, Inc..
II.Subcontracting / AssignmentSeller agrees that it will not enter into a subcontract or purchase order for the procurement of the items covered by this order in completed or substantially completed form, and the monies due there under shall not be assigned, nor any part thereof, without securing the written approval of Elcam, Inc.
III.ComplianceSeller will comply with all applicable federal, state, and local laws, orders, regulations and ordinances in performance of this purchase order. Seller covenants and agrees to save and hold Elcam, Inc. harmless from and reimburse same or any and all costs, damages, and expenses, including reasonable attorney’s fees, suffered or occasioned to the Elcam through any failure of Seller to comply with such laws, orders, regulations, and ordinances.
IV.WarrantySeller expressly warrants that all articles ordered to specifications, drawings, or other descriptions furnished by Elcam, Inc. will conform thereto, and that all articles will be good quality and workmanship and free of defect.
V. AddendaAll supplemental sheets, schedules, exhibits, specifications, drawings, data, or riders, which may be annexed hereto, are made part of this order, and Seller agrees by acceptance that all such information has been available and that it will be the responsibility of Seller to perform all work called for in the completion of this order.
VI.ChangesElcam, Inc. may at any time, by written amendment, make changes in the drawings, specifications, or other description furnished, quantity of product ordered, delivery schedule, or any other element of this purchase order. If any such changes cause an increase or decrease in purchase order value, on in time required for performance, an equitable adjustment shall be made and this purchase order shall be modified in writing. Any claim for adjustment under this provision must be submitted in writing within 30 days from the date the change is ordered. No modification of this order shall be binding on Elcam unless made by a formal purchase order amendment, signed by Elcam, Inc. or a duly authorized representative.
VII.Quality SystemSuppliers shall maintain a quality system acceptable to ELCAM. The quality system, and all materials and workmanship shall, at Elcam, Inc.s' discretion, be subject to survey, source inspection and test by Elcam, Inc. or Elcam, Inc.'s customers at any reasonable time in the supplier’s facility. All parts will also be subject to final inspection at Elcam, Inc.'s facility for conformance. Any non-conforming articles due to unacceptable workmanship on the part of the supplier shall be removed at the expense of the supplier, including transportation both ways. The Seller shall bear all risk of loss or damage to rejected articles. In addition to their right of rejection, and without limitation to any other remedy, Elcam, Inc. may require prompt repair and/or replacement of rejected articles or elect to retain them and remedy any defects. Cost of remedying such defects shall be deducted from the amount due to the supplier. Suppliers shall be notified via corrective action when their performance falls below a combined score of 75% and or in the event of a major nonconformance that arises with the quality of the product.
VIII.ResponsibilitySeller, while in possession of property of Elcam, Inc., or Elcam, Inc.’s customer shall be liable for its loss or damage except for reasonable wear and tear and/or normal manufacturing losses. Seller shall maintain such property, in good condition, and dispose of same as instructed by the Buyer at the completion on this order.
IX.Drawings, Specifications, Technical InformationAll drawings, specifications, and materials, including data, designs, inventions, CNC programs, tooling/fixtures, and other technical information, supplied by Elcam, Inc. in connection herewith (hereinafter called “data”) shall remain the property of and shall be held in confidence by the supplier. Except in the performance of this order, such data shall not be reproduced, used and/or disclosed to others by the supplier, including any government, person, or firm without Elcam, Inc.'s written consent.
X. MaterialsIf Elcam, Inc. furnishes materials, supplier shall return to Elcam, Inc. all unused or scrap materials unless otherwise directed, in writing, by the Purchaser. Upon delivery to Elcam, Inc., the full quantity of consigned materials shall be noted on the packing slip with the condition of the part either non-conforming for evaluation by Elcam, Inc. or scrap. In either condition the parts must be tagged.
XI.Law GoverningPurchase orders are governed by and construed according to the laws of the State of Pennsylvania.
XII.DeliverySeller must receive written approval from Elcam, Inc. to ship any items more than 15 days in advance of the delivery dates set forth in this purchase order. Items received without such approval are subject to rejection and Seller will be responsible for all freight expense, or Seller invoice will be paid in the accordance with the terms of the purchase order and original delivery date. On a quarterly basis, the Supplier will receive their delivery performance rating. Failure to deliver per the Purchase Order delivery date on a consistent basis, may lead to being disapproved as a qualified supplier.