This Purchase Order is for the purchase of goods or services described on the face of this document and issued by a member of the Lastar Purchasing team identified on the face of this document.
This Purchase Order constitutes the entire agreement of Lastar and Supplier with respect to the goods or services, and supersedes all other agreements and terms between the parties. Acceptance of this Purchase Order is expressly limited to the terms and conditions contained herein, and any information and documents expressly incorporated herein by reference. No changes or modifications to this Purchase Order will be binding unless Lastar provides changes in writing, and Lastar hereby objects to any provisions printed or otherwise contained in any quotation or acknowledgment of this Purchase Order, or other document of Supplier, that are inconsistent, contrary, or additional to the terms and conditions of this Purchase Order. Any such inconsistent, contrary, or additional terms shall have no force or effect, and Supplier hereby agrees that any such provisions or terms shall not constitute any part of this Purchase Order unless expressly agreed to in writing by Lastar.
If Supplier has previously made an offer to Lastar with respect to the subject matter of this Purchase Order, this Purchase Order shall not operate as an acceptance of Supplier's offer, but rather shall be deemed to be a counteroffer. If Lastar's terms are not acceptable to Supplier, Supplier shall immediately notify Lastar of its objection, and Supplier's failure to so object, and its delivery of an acknowledgment, or delivery of the goods or the performance of the services, whichever occurs first, shall constitute Supplier's consent to the terms hereof. In the event of a conflict between the terms and conditions set forth in any acknowledgment or other acceptance of Supplier, and this Purchase Order, the terms of this Purchase Order shall control.
Except as otherwise provided herein, no provision of this Purchase Order shall be waived, changed, terminated, or rescinded, except by a writing signed by Lastar. Failure to enforce any rights under this Purchase Order shall not constitute a waiver of such rights. If any provision of this Purchase Order shall be held to be unenforceable, such holding shall not affect the enforceability of any other provision of this Purchase Order.
Lastar may direct changes and/or additions to the goods and/or services at any time. All of the terms and conditions set forth herein shall apply to any and all such changes. In the event that a change affects the delivery and/or amount to be paid by Lastar, Supplier shall so notify Lastar within three (3) days after receipt of notice of the proposed change from Lastar. No price increase or extension of time for delivery shall be binding on Lastar, and no changes to goods or services shall be performed, until a written change order has been issued, accepted, and signed by Lastar. Nothing in this Section 2, including any disagreement with Lastar as to any claimed adjustment, shall entitle Supplier to stop or delay performance under this Purchase Order.
3. PURCHASE COSTS
Supplier will furnish goods at the prices stated on the face of this Purchase Order. Unless otherwise noted, prices include all packaging, transport and unloading costs.
4. DELIVERY SCHEDULES
Supplier will deliver goods in accordance with the quantities and dates specified on the face of this Purchase Order. If Lastar under the terms of this Purchase Order assumes the cost of transportation, the shipment must be made, unless otherwise specified, by the most direct and most economical standard method of shipment. These charges must appear separately on this invoice. Lastar may, upon reasonable notice to Supplier, change the date of scheduled shipments or direct temporary suspension of scheduled shipments, neither of which shall entitle Supplier to a modification of the price of the goods covered in the Purchase Order.
Time and quantity of delivery are of the essence of each Purchase Order. Whenever anything delays or threatens to delay the timely delivery of this Purchase Order, Supplier must immediately notify Lastar in writing of all relevant information with respect to the delay. If Supplier's deliveries fail to meet Lastar's delivery schedule, Lastar, without limiting its other remedies may (i) reject the goods and cancel the Purchase Order, or (ii) direct Supplier to use expedited routing, and the difference between expedited routing and routing costs provided for in the Purchase Order shall be paid by Supplier. Lastar's acceptance of a late or defective delivery shall not be deemed a waiver by Lastar of its right to cancel the Purchase Order or to refuse to accept further deliveries.
4.3 Overshipments; Risk of Loss
Lastar shall not be required to make payment for goods delivered to Lastar that are in excess of the quantities specified in the Purchase Order, and Lastar reserves the right to return any over shipment made by Supplier, and to charge to Supplier all related freight and handling costs. Notwithstanding any agreement concerning payment of freight expenses, delivery shall not have occurred and the risk of loss shall not have shifted to Lastar until the goods have been delivered to Lastar's facility or any other location specified by Lastar to Supplier and such goods have been accepted at that facility or location.
All shipments must be packaged in accordance to Lastar's instructions or, if none are specified, in accordance with good commercial practice in a manner sufficient to ensure receipt in an undamaged condition. The cost of repairing any damage to goods not packed to insure proper protection to the same will be charged to Supplier.
4.5 Force Majeure
Neither party will be in default for any delay to perform due to causes beyond its control and without its fault or negligence. The party affected by an excusable delay will promptly provide written notice to the other explaining the details of the delay and the expected duration of the excusable delay.
5. SHIPMENT DOCUMENTATION
5.1 Packing Slip
Each shipment to Lastar must include a packing slip and reference the Purchase Order number shown on the face of this document.
5.2 Shipping Documents
The Purchase Order number(s) must appear on all correspondence, shipping labels, and shipping documents, including all packing sheets, bills of ladings and air waybills. Within one business day after Supplier delivers goods to the carrier, Supplier will send Lastar a complete set of shipping documents including the commercial invoice, packing list, and air waybill.
5.3 Material Safety Data Sheets
Materials requiring a Material safety data sheets (MSDS) must accompany each shipment and/or be emailed to the following address for each purchase order placed, email@example.com
6. LASTAR-SUPPLIED MATERIALS, TOOLING OR EQUIPMENT
Title to any material, tooling or equipment that Lastar pays for or provides to Supplier will remain or vest with Lastar. Supplier should label such property as Lastar's and maintain it in good condition. Supplier may not change its location without written approval from Lastar.
Supplier will use Lastar property exclusively for the performance of Lastar Purchase Orders, and shall not use or disclose, directly or indirectly, such Lastar property for any other purpose, as further provided in Section 11 hereof. Supplier is responsible for any loss, damage or destruction of Lastar property, and all of such Lastar property shall be returned to Lastar immediately upon request.
7. QUALITY ASSURANCE
7.1 Quality Policy
Supplier agrees to implement or sustain a quality system. Supplier may provide Lastar a copy of any ISO documentation as proof of this system.
7.2 Corrective Action Requests
Supplier must handle any Supplier Corrective Action Requests (SCAR) with a sense of urgency and provide root cause analysis detail to Lastar in writing.
7.3 Facility Audits
Supplier must allow Lastar, during normal business hours, to make reasonable inspections of Supplier's facilities.
Supplier warrants to Lastar, its customers and end users that upon delivery and during the entire warranty period, all goods and services furnished under this Purchase Order shall be of highest quality, free from faults or defects in design, materials, or workmanship, in strict accordance with the specifications provided by Supplier and/or Lastar and the requirements of this Purchase Order, fit for the particular purpose intended. The warranty period will be for a period of 36 months from the date of delivery to the end user or such longer period of time as may have been accepted by Lastar. All goods must not infringe any intellectual property rights of any third party existing as of the date of delivery. All goods may be inspected and tested by Lastar and its customers at reasonable times and places, and are subject to Lastar's final inspection prior to acceptance by Lastar. If testing is made on Supplier's premises, Supplier will provide reasonable assistance. Lastar may inspect 100% or a sample of the goods, and at Lastar's sole option and discretion, in addition to any other rights and remedies which Lastar may have, may reject all or any portion of the goods or lot of goods if Lastar determines them to be defective or non-conforming, and/or terminate this Purchase Order, and/or require Supplier to replace such goods at no cost to Lastar. All warranties of Supplier shall survive any inspection, delivery, acceptance, or payment by Lastar.
7.5 Design and Process Changes
Supplier will make no changes to the design, materials, manufacturing location or processes without providing Lastar 180 days advanced written notice. This requirement applies whether or not there is a cost impact associated with the change regardless of the type of change, including product improvements. Lastar will approve all changes in writing.
Supplier will at its expense, defend, indemnify and hold harmless Lastar and its subsidiaries, affiliates, and agents and their respective officers, directors, shareholders, employees and customers from and against any and all loss, cost, expense, damage, claim, demand or liability, including attorney and professional fees and costs and the cost of settlement, compromise, judgment or verdict incurred in connection with Supplier's breach of the terms of this Purchase Order, whether arising through negligence or willful misconduct, claims of infringement of any intellectual property or violation of any law, the death or injury to person or property resulting from Supplier's goods and/or services, and any other action or inaction of Supplier.
9. INVOICES & PAYMENT
After each shipment made or service provided, Supplier will submit an invoice listing a description of the goods and services provided, and as applicable, part numbers, quantity, units of measure and the unit price and total prices. Any incidental charges such as engineering charges or tooling must be separately itemized and identified on the invoice.
Payment terms are NET45 from the receipt of invoice and conforming goods unless otherwise stated on the face of this Purchase Order, and further provided that Lastar shall be satisfied with the completed work and that all improper or rejected work has been corrected to the satisfaction of Lastar.
Lastar may deduct any amount owing from Supplier to Lastar as a setoff against any amount due or owing to Supplier under this Purchase Order.
Supplier will maintain insurance with a carrier covering at least the following insurance: commercial general liability (including product liability) in a sum no less than $2 million, automobile liability in a sum no less than $1 million, worker's compensation in an amount no less than the applicable statutory minimum requirement and employer's liability in an amount no less than $1 million. Prior to the delivery of any goods, Supplier will provide Lastar with a properly executed Certificate of Insurance attesting to these limits.
11. CONFIDENTIAL & INTELLECTUAL PROPERTY
Lastar's confidential information will remain the property of Lastar and may not be used by Supplier for any other purpose other than for performing this Purchase Order, may not be disclosed to any third party, and will be returned to Lastar on Lastar's written request.
12. GOVERNING LAWS
This Agreement shall be construed in accordance with, and disputes shall be governed by, the laws of the State of Ohio, excluding its conflict of law rules. The federal or state courts in the County of Montgomery shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement. The applicability of the UN Convention on Contracts for the International Sale of Goods is hereby expressly waived by the parties and it shall not apply to the terms and conditions of this Agreement. Supplier shall observe and comply with all applicable federal, state, and local laws with respect to the goods and services.
All Lastar remedies set for in this purchase order are in addition to, and will in no way limit, any other rights and remedies that may be available to Lastar at law or in equity.
Supplier shall not assign any interest or right under the Purchase Order without Lastar's express written consent, and any attempted assignment or delegation without such consent shall be null and void.
Supplier shall be in default under this Purchase Order upon the occurrence of: (a) Supplier fails to perform any of its obligations to Lastar under this Purchase Order or any other agreements with Lastar; or (b) Supplier becomes insolvent, ceases doing business, or becomes the subject of any proceedings under any bankruptcy, insolvency, or reorganization statute or law. In the event of default, Lastar may elect to cancel this Purchase Order and any other agreements with Supplier, and pursue all available legal and equitable remedies. In the event of such cancellation, Lastar shall have no further obligations under this Purchase Order or any other agreements with Supplier. Supplier shall be liable for any direct, indirect, incidental, special or consequential damages, including, but not limited to, loss of profits, revenue or business, or attorneys fees resulting from, or in any way related to, Supplier's default.
Lastar may terminate all or any part of this Purchase Order for convenience at any time by written notice to Supplier. Notice shall be deemed to have been received by Supplier three (3) days after being sent by Lastar via certified mail, return receipt requested, or upon actual receipt, whichever is earlier. Supplier shall discontinue immediately upon notice all production of goods or performance of services under this Purchase Order. In the event of such cancellation, Lastar shall not be liable to Supplier for loss of anticipatory profits, revenue, or business, resulting from, or in any way related to such cancellation.
Revision A02 - 12/12/2012 10:44 AM EST
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