PO Standard Terms & Conditions

New World Associates, Inc.
Purchase Order Standard Terms and Conditions

Hereinafter, New World Associates, Inc. is referred to as "Buyer", the Seller, identified on the face of this purchase order, is referred to as the "Seller", and this purchase order is referred to as the "Order".

SECTION 1. DELIVERY AND ACCEPTANCE
The time of delivery stated is of the essence of this Order. The date specified for delivery is the required delivery date at Buyer’s facility, unless otherwise specified on this Order. Buyer reserves the right to refuse any goods or services and to cancel all or any part hereof if Seller fails to deliver all or any part of any goods or perform all or any part of any services in accordance with the terms and conditions specified herein. If Seller’s deliveries will not meet agreed schedules, Buyer may require Seller to ship via a more rapid route or carrier in order to expedite such delivery, and any difference in cost caused by such change shall be paid by Seller, provided that such right shall be in addition to any other rights and remedies of Buyer. Acceptance of any part of the Order shall not bind Buyer to accept future shipments or performance of services nor deprive it of the right to return goods already accepted and shall not be deemed to be a waiver of Buyer’s right to cancel or return all or any part of the goods because of failure to conform to Order, or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages, including manufacturing cost or loss of profits, injury to reputation or other special, consequential and incidental damages. Such rights shall be in addition to any other remedies provided hereunder or provided by law or otherwise. Delivery shall not be deemed to be complete until goods have actually been received by Buyer, notwithstanding delivery to any carrier, or until orders for services have been performed, received and accepted.

SECTION 2. ACCEPTANCE-MODIFICATION OF TERMS
This Order may be accepted only by Seller’s agreement to all of the terms and conditions of this Order. Acceptance may be made by signing the acknowledgement copy hereof and returning it, or by part performance hereunder, and any such acceptance shall constitute an unqualified agreement to the terms and conditions stated herein, unless otherwise modified in writing by the parties. Acceptance of this Order is limited to the terms and conditions stated herein. Any additions, deletions or differences in the terms proposed by Seller are objected to and hereby rejected unless Buyer agrees otherwise in writing. No additional or different terms and conditions proposed by the Seller in accepting this Order shall be binding upon Buyer unless accepted in writing by Buyer and no other addition, alteration or modification to, and no waiver of any of the provisions herein contained shall be valid unless made in writing and executed by Buyer and Seller.

SECTION 3. PACKING AND SHIPPING
The goods purchased hereunder must be suitably packed and prepared for shipment to secure the lowest transportation rates or appropriately packed to comply with any specific transportation specifications of Buyer and in all cases, to comply with carrier’s regulations. All charges for packing, crating and transportation are included in the price for the goods set forth herein and will be paid by Seller except as otherwise specifically stated on the reverse side of this Order. A packing list shall accompany each box or package shipment showing the order number specified hereon, as well as the item number and a description of the goods. In the event that no such packing list accompanies any shipment, the count or weight or any other measure of Buyer shall be final and conclusive. Buyer shall not be obligated to accept any shipments in excess of the ordered quantity and any excess or advance shipments may be returned to Seller at Seller’s expense.

SECTION 4. PAYMENT
Invoices shall contain the following information: Order number, item number, description of articles, sizes, quantities, unit prices and extended totals. Invoices submitted hereunder shall be Net 30 (thirty) days and paid within 30 (thirty) days after receipt of invoices or final acceptance of delivered items by the Buyer, whichever occurs later, unless otherwise specified on the face of this Order. Any adjustments in Seller’s invoices due to shortages, late delivery, rejections, or other failure to comply with the requirements of this Order may be made by Buyer before payment. Cash discounts will be taken from date of final acceptance of delivered items, or date of acceptable invoice, whichever is later. Payment shall not constitute final acceptance. Buyer may offset against any payment hereunder any amount owed to Buyer by Seller.

SECTION 5. INTERCHANGEABILITY
All items furnished on this Order under the part number specified shall be fully interchangeable with, and equal in function and quality to, articles heretofore furnished under the same part number.

SECTION 6. WARRANTY
Seller represents and warrants (1) that the price charged for the goods and/or services purchased pursuant hereto shall be no higher than Seller’s current price to any other customer for the same quality and quantity of such goods or services; (2) that all goods delivered pursuant hereto will be new unless otherwise specified and free from defects in material and workmanship; (3) that all goods will conform to applicable specifications, drawings, and standards of quality and performance, and that all items will be free from defects in design and suitable for their intended purpose; (4) that the goods covered by this Order are fit and safe for consumer use, if so intended; (5) that all services performed pursuant hereto will be free from defects in material and workmanship and will be performed in accordance with the specifications and instructions of Buyer, provided nevertheless that Seller retain discretion and control with respect to the manner and means of performing such services and shall at all times remain an independent contractor. All of the representations and warranties of Seller together with its service warranties and guarantees, if any, shall run to Buyer and Buyer’s customers. Seller agrees to indemnify and hold Buyer harmless from all claims, liability, loss, damage and expense including special, consequential and incidental damages incurred or sustained by Buyer by reason of any such breach of any warranty with respect to the goods or services which are purchased in accordance herewith. The foregoing warranties shall survive any delivery, inspection, acceptance or payment by Buyer.

SECTION 7. INSPECTION
All goods supplied and services performed pursuant hereto shall be subject to inspection and test by Buyer and its agents and by its customers at all times and places, whether during or after manufacture as to goods, or performance as to services, and notwithstanding the terms of delivery or payment, or as to goods, that title has not yet passed to Buyer or to its customers. In the event that goods supplied pursuant hereto or services hereunder contain defects in material or workmanship or, as to services, are not performed in accordance with the specifications and instructions of Buyer, Buyer may require prompt correction thereof, or as to services, require that the services be rendered again at Seller’s expense or, as to goods, require that the goods be replaced at Seller’s expense. If such defects exist or if Seller is unable or refuses to replace the goods or render the services again promptly, Buyer may, be contract or otherwise, replace such goods or obtain such services and charge Seller or deduct from amounts owed by Buyer to Seller the costs, expenses and losses, including incidental and consequential damages incurred thereby which are in excess of Seller’s price from such goods and services. After notification to Seller that goods are defective, all risk of loss with respect to such goods shall be in Seller and Seller shall pay all packing and shipping charges in connection with defective goods returned by Buyer. Buyer’s approval of design furnished by Seller shall not relieve Seller of its obligations herein. The goods covered by this Order are intended for the manufacture and sale of Buyer’s established products in which Buyer has built a substantial and valuable reputation for quality and efficiency and any defect in the goods hereunder may occasion special damage to Buyer. All rights and remedies of the Buyer hereunder shall be in addition to any other remedies provided by law.

SECTION 8. CHANGES AND SUSPENSION
Buyer may, by written notice to Seller at any time before complete delivery is made under this Order, make changes within the general scope of this Order in any one or more of the following: (a) drawings, designs or specifications; (b) quantity; (c) delivery; (d) method of shipment or routing; and (e) make changes in the amount of Buyer-furnished property; or Buyer for any reason may direct Seller to suspend, in whole or in part, delivery of goods or performance of services hereunder for such period of time as may be determined by Buyer to be necessary or desirable. If any such change or suspension causes a material increase or decrease in the cost of, or the time required for the performance of any part of the work under this Order, an equitable adjustment shall be made in the Order price or delivery schedule, or both, provided Seller shall have notified Buyer in writing of any such claim for such adjustment within 20 (twenty) days from the date of such notice from Buyer or from the date of any act of Buyer which Seller considers constitutes such a change. No such adjustment or any other modification of the terms and conditions of this Order will be allowed unless authorized by Buyer by means of a written revision to this Order. Seller shall proceed with the work as changed without interruption and without awaiting settlement of any such claim.

SECTION 9. TAXES
Except as may be otherwise provided in this Order, the price(s) set forth herein include all applicable Federal, State and local taxes and duties.

SECTION 10. TOOLING
In the case of any tools, dies, jigs, fixtures, patterns, equipment or other facilities of Buyer which may be in the possession of the Seller in connection with this Order, Seller agrees that this responsibility shall be that of a bailee and that he shall indemnify and hold harmless Buyer from any loss or damage thereto which is caused by or as a result of negligence, act of omission on the part of Seller or its agents, employees or others until such time as such facilities are delivered into the possession of Buyer. With respect to such facilities, Seller will; (a) make and affix such markings thereon as Buyer may direct; (b) make no change, modification or alteration thereto without Buyer’s written consent; (c) make no use thereof, except in the production of material ordered by Buyer and; (d) store the same without charge to Buyer in separated racks or in sections of Seller’s plant, in either case clearly marked to show that it is the property of the Buyer. If Seller acquires tools or manufactures them in connection with this order and charges Buyer for the use thereof or a tool service charge in connection with this Order and charges Buyer, Buyer may, at its option, upon completion or termination of this Order, elect to take title to such tools and upon receiving notice of such election, Seller will deliver such tools to Buyer upon payment by Buyer to Seller of that portion of the cost of such tools which was incurred by Seller at its expense.

SECTION 11. RESPONSIBILITY FOR PROPERTY
Any property of Buyer or its customers which in connection with this Order is in the possession or control of Seller or Seller’s subcontractors, vendors or agents, shall be returned to Buyer in the condition in which it was received by Seller, except for ordinary wear and tear and except to the extent that such property has been incorporated into goods delivered hereunder or has been consumed in the production of such goods. Risk of loss with respect to all such property shall be in Seller.

SECTION 12. INSURANCE
Seller agrees, if and when requested by Buyer to procure a policy or policies of insurance in form satisfactory to Buyer including endorsements specifically naming Buyer as an insured, insuring all property of Buyer or its customers which is connected with this Order and of which Seller has care, custody, control or the right of control against loss or damage resulting from fire (including extended coverage), malicious mischief and vandalism. Satisfactory evidence of such insurance shall be submitted to Buyer with a reasonable period of time after the request.

SECTION 13. ASSIGNMENTS AND SUBCONTRACTS
This Order is not assignable and shall not be assigned by Seller without the prior written consent of Buyer. Further, Seller agrees to obtain Buyer’s approval before subcontracting this Order or any substantial portion thereof, provided however that this limitation shall not apply to the purchase of standard commercial supplies or raw materials.

SECTION 14. USE OF DESIGNS, DATA, ETC.
Seller agrees that it will keep confidential the features of any equipment, tools, gauges, patterns, designs, drawings, engineering data or other technical or proprietary information furnished by Seller and use such items only in the production of items under this Order or other orders from Buyer and not otherwise, unless Buyer’s written consent is first obtained. Upon completion or termination of this Order, Seller shall return all such items to Buyer or make other disposition thereof as may be directed or approved by Buyer.

SECTION 15. RESPONSIBILITY FOR SUPPLIES
Except as otherwise provided in this Order, Seller shall bear the risk of loss of, or damage to, the supplies covered by this Order until delivered to Buyer’s facility (or to such other place as may be designated on the face of this Order) and accepted by Buyer. Seller shall also bear the risk of loss of, or damage to rejected supplies after receipt of Buyer’s notice of rejection, provided, however, that Buyer shall bear such risk as to loss or damage caused by the willful or negligent acts of its officers, agents or employees acting within the scope of their employment. Buyer shall have a reasonable time after delivery to inspect and to accept or reject.

SECTION 16. NOTICE OF LABOR DISPUTES
Whenever the Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Order, the Seller shall immediately give notice thereof, including all relevant information with respect thereto, to the Buyer.

SECTION 17. DEFAULT
Buyer may, by written notice of default to Seller, terminate the whole or any part of this Order in any one of the following circumstances: (i) if Seller fails to make delivery of the supplies or to perform the services within the time specified herein or any extension thereof; or (ii) if Seller fails to perform any of the other provisions of this Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of 10 (ten) days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure; or (iii) if Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or (iv) if Seller fails to provide Buyer, within a reasonable time after demand of Buyer, written assurance of due performance by Seller. If this Order is so terminated, Buyer may procure or otherwise obtain, upon such terms and in such manner as Buyer may deem appropriate, supplies or services similar to those terminated. Seller, subject to the exceptions set forth below, shall be liable to Buyer for any excess costs of such similar supplies or services.

Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by Buyer at or after termination such complete articles, partially completed articles and materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights as Seller has produced or acquired for the performance of the terminated part of this Order, and (Buyer) will pay to Seller the contract price of completed articles delivered to and accepted by the Buyer and the fair value of the other property of Seller so requested and delivered.

Seller shall continue performance of this Order to the extent not terminated. Buyer shall have no obligations to Seller in respect to the terminated part of this Order except as herein provided.

Buyer’s rights as set forth herein shall be in addition to Buyer’s other rights in case of Seller’s default, whether set forth in this Order or not.

Seller shall not be liable for damages resulting from default due to causes beyond Seller’s control and without Seller’s fault or negligence, provided however, that if Seller’s default is caused by the default of a subcontractor to supplier, such default must arise out of causes beyond the control of both Seller and subcontractor or supplier, and without the fault or negligence of either of them and, provided further, the supplies or services to be furnished by the subcontractor or supplier were not obtainable from other sources.

SECTION 18. RELEASE OF INFORMATION
Seller agrees that prior to the issuance of any publicity or publication of any advertising which in either case makes reference to this Order, or to Buyer, Seller will obtain the written permission of Buyer with respect thereto.

SECTION 19. INFRINGEMENT INDEMNITIES
Seller shall at Seller’s expense indemnify and defend Buyer and Buyer’s successors in interest to the goods (collectively called "Buyer") against any claim, suit or proceedings (collectively called "suit") brought against Buyer which is based upon a claim, whether rightful or otherwise, that the goods or services, or any part thereof, furnished under this Order, or Buyer’s use (including resale) thereof, constitutes an infringement of any patent, trademark or copyright in the United States, if Seller is given reasonable notice of such suit; and Seller shall pay all damages and costs awarded against and reasonable expenses incurred by Buyer in connection with such suit. In case of goods or services or use thereof is in such suit held to constitute infringement and the option either procure for Buyer the right to continue the use of such goods or services; or in manner acceptable to Buyer make replacement or modification to avoid infringement.

The foregoing indemnity shall not apply, and Buyer shall indemnify and defend Seller if given notice and in the same manner and extent as provided above where such goods or services are allegedly infringing as a result of Seller’s compliance with specified written instructions by Buyer directing use by Seller of a feature not customarily used by Seller.

SECTION 20. PATENTS AND DATA
If any experimental, developmental or research work is called for or required hereunder, Seller agrees to and hereby does grant Buyer an irrevocable, non-exclusive, fully transferable, royalty-free license to make, have made, use and sell any invention, improvement or discovery (whether or not patentable) that Seller conceives or first actually reduces to practice in the performance of this Order.

Seller agrees to and hereby does grant to Buyer (i) an irrevocable, non-exclusive, fully transferable, royalty-free license to produce, translate, publish, use and dispose of, and to authorize others to do so, any copyrighted or copyrightable material ordered as articles or incorporated in or supplied as a supplement with, any articles; and (ii) the right to reproduce, use and disclose for any purpose all or any part of the reports, drawings, blueprint, data and technical information delivered or specified to be delivered by Seller to Buyer under this Order.

SECTION 21. TERMINATION FOR CONVENIENCE
Except for paragraphs (c), (i) and (m) thereof, the clause set forth in Subsection 52.249-2 of the Federal Acquisition Regulations in effect on the date of this Order is incorporated herein and made a part hereof by reference with the following changes: the terms "Government", "Contracting Officer", "Contractor" and "Contract" appearing in the remaining paragraphs of said clause shall mean Buyer, Buyer’s Purchasing Representative, Seller and Order, respectively; and the 1 (one) year period in paragraph (d) and the 90 (ninety) day period in paragraph (k) are changed to read 6 (six) months and 45 (forty-five) days, respectively. Said clause applies whether or not this Order is placed pursuant to a U.S. Government prime contract or subcontract.

SECTION 22. COMPLIANCE WITH LAWS
Seller agrees to comply with the applicable provisions of any federal, state, or local law or ordinance and all orders, rules, and regulations issued thereunder. This Order shall be governed by and construed according to the laws of the Commonwealth of Virginia.

SECTION 23. NON-WAIVER OF RIGHTS
The failure of Buyer to insist upon strict performance of any of the terms and conditions in this Order or to exercise any rights or remedies, shall not be construed as a waiver of its rights to assert and of same or to rely on any such terms or conditions at any time thereafter. The invalidity in whole or in part of any terms or conditions on this Order shall not affect the validity of other parts hereof.

SECTION 24. DISPUTES
Either party may litigate any dispute arising under or relating to this Order before any court of competent jurisdiction. Pending resolution of any such dispute by settlement or by final judgement, the parties shall proceed diligently with performance. Seller’s performance shall be in accordance with Buyer’s written instructions.

SECTION 25. ENTIRE AGREEMENT
Upon acceptance of this Order, Seller agrees that the provisions of this Order, including all documents incorporated herein by reference, shall constitute the entire agreement between parties hereto and supersede all prior agreements relating to the subject matter hereof. This Order may not be modified or terminated orally, and no modification nor any claimed waiver of any of the provisions hereof shall be binding unless in writing and signed by the party against whom such modification or waiver is sought to be enforced.

SECTION 26. HEADINGS AND INTERPRETATIONS
The article headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.