ORS Terms & Conditions of Purchase Order

1. PRICE. This is a firm price order. No charges will be allowed for packing, crating. freight, express, or cartage unless agreed to
and specified to this Order.
2. TERMS OF PAYMENT. Invoices shall be dated no earlier than date of shipment or delivery of service. The acceptance of
invoice shall be the date of receipt, , required delivery date, or date any applicable discrepancy is resolved, whichever date is later.
Buyer will pay non-discountable invoices thirty (30) days after the acceptance date of invoice. The discount period shall begin on
the acceptance date of invoice.
3. ATTACHMENTS. Documents designated by Buyer in the body of the Purchase Order, including supplemental terms and
conditions, if any, are incorporated by reference the same as if set out in full therein.
4. CHANGES. The Buyer reserves the right at any time to issue a written change order or amend the Purchase Order concerning any
of the following: (a) specifications, drawings, and data incorporated in the Purchase Order where the items to be furnished are to
be specially manufactured for the Buyer; (b) quantity; (c) methods of shipment or packaging, (d) place of delivery, (e) time of
delivery; or (f) any other matters affecting this Purchase Order.
5. TERMINATION. Buyer may terminate the Purchase Order for its convenience, in whole or in part, at any time prior to shipment
by written or electronic notice to Seller. Upon receipt of such termination notice, Seller shall promptly comply with the directions
contained in such notice and shall, as required, (a) take action necessary to terminate the work as provided in the notice,
minimizing costs and liabilities for the terminated work, and (b) continue the performance of any part of the work not terminated
by Buyer.
6. ASSIGNMENT. Seller may not assign, transfer, or subcontract this Purchase Order or any right or obligation hereunder without
Buyer’s written consent.
7. PACKAGING AND SHIPPING INSTRUCTIONS. Seller shall be responsible for proper packaging, loading, and tie-down to
prevent damage during transportation. Buyer’s weight and/or count will be accepted as final and conclusive on all shipments not
accompanied by a packing list. Shipper warrants that all shipments made to Oneida Research Services, Inc. are made in strict
compliance with all applicable Federal and State hazardous materials tariffs/regulations. A packing slip must accompany each
shipment. The packing slip shall reference the traceability number or batch number. Material arriving without proper notice will
be held up until the desired information is received and all demurrage will be charged to Seller’s account.
8. INSPECTION AND ACCEPTANCE. All goods and services furnished hereunder will be subject to inspection and test by Buyer
at all times and places and will be subject to Buyer’s final inspection and approval within a reasonable time after delivery. Buyer
may reject goods and services not in accordance with Buyer’s instructions, specifications, drawings, data, or Seller’s warranty
expressed or implied, or for untimely delivery. Buyer may return rejected goods to Seller at Seller’s expense and Buyer shall have
no further obligation for such goods. Payment for any goods or services shall not be deemed acceptance and in no event shall
Buyer incur any liability for payment for rejected goods or services.
For items classified as “critical” in the purchase order:
The supplier shall provide right of access by the organization, their customer, and regulatory authorities to all facilities involved
in the Order and to all applicable records. The supplier shall flow down to sub-tier suppliers the applicable requirements in the
purchasing documents, including key characteristics where required.
The Seller shall notify organization of nonconforming product and make arrangements for organization approval of supplier
nonconforming material prior to shipment. The supplier shall notify the organization of changes in product and/or process
definition and, where required, obtain organization approval.
9. WARRANTIES. By accepting this Purchase Order, Seller warrants that the goods and services furnished will be free from defects
in materials and workmanship, merchantable and in full conformity with Buyer’s specifications, drawings and data and Seller’s
descriptions, promises, or samples, and that such goods will be fit for the Buyer’s intended use, provided Seller has reason to
know of such use, and that Seller will convey good title to the goods, free and clear from all liens, claims, and encumbrances.
Where applicable, the Seller warrants that the goods covered by this Purchase Order are in compliance with all laws, regulations,
rules, and orders relating to the importation of goods into the United States, the exportation of goods out of the country of origin,
the transit of goods through intermediate countries and the sale and use or foreign made goods in the United States. Seller further
warrants that it has obtained all permits, licenses, and certifications necessary for the goods to be exported out of the country of
origin, imported in the United States, delivered to Buyer and used or sold within the United States.
10. TITLE; RISK OF LOSS. Title shall pass to Buyer upon Buyer’s receipt of goods at destination. Risk of loss of all goods shall
remain with Seller until receipt by Buyer at destination, unless otherwise specified in this Purchase Order, except for loss
occasioned by gross negligence or willful neglect of Buyer or its customer.
11. CONFIDENTIAL INFORMATION. Unless otherwise agreed by Buyer in writing. Seller shall keep confidential and not disclose
to any third party, any confidential and/or proprietary materials provided by Buyer to Seller in connection with Seller’s
performance of this Purchase Order or prepared by Seller specifically for Buyer pursuant to this Purchase Order, including but not
limited to any drawings, masters, software, specifications, raw materials, components, data, business information or plans,
customer lists or other customer information (“Confidential Information”). Seller shall not make any copies of Confidential
lnformation except as specifically authorized by Buyer in Writing. At the completion of this Purchase Order, or upon Buyer’s
request, Seller shall promptly return to Buyer all Confidential Information not consumed in the performance of this Purchase
Order, together with any copies in Seller’s possession. Seller shall use Confidential Information solely for Sellers performance of
this Purchase Order for Buyer, and Seller shall not, without Buyer’s written consent, directly or indirectly use Confidential
Information or information derived there from in performing services or providing goods for any other customer of Seller, or any
other person or entity.
12. RESOLUSION OF CONFLICTS OR INCONSISTENCIES OCCURRING IN THE ORDER. It is Seller’s responsibility to
comply with this Purchase Order and all referenced documents, and to clarify with Buyer any inconsistencies or conflicts in any
parts of the Purchase order or referenced documents. Should Seller fail to contact Buyer to resolve conflicts or inconsistencies,
Seller will be solely responsible for errors resulting from said conflicts or inconsistencies. Where documents are referenced, the
version in effect at the time of order placement shall apply.
13. BUYER’S TERMS AND CONDITIONS APPLY. Acknowledgment of the Purchase Order, shipment of any goods, or
commencement of work pursuant to the Purchase Order shall be deemed an acceptance of these General Terms and Conditions.
No modification of or release from this Purchase Order shall be binding unless agreed to in writing by the parties and specifically
labeled as a modification or release. Unless specifically agreed to otherwise by Buyer and Seller, these terms and conditions
supersede any submitted by Seller in any proposal or acknowledgment.
14. SUBSTITUTIONS. No substitution of materials or accessories may be made without written permission from Buyer.
15. WORK PERFORMED ON BUYER’S OR BUYER’S CUSTOMER’S PREMISES. If Seller’s work under the Purchase Order
involves operations by Seller on the premises of Buyer or one of Buyer’s customers, Seller shall take all necessary precautions and
such additional precautions as Buyer or Buyer’s customer may prescribe to prevent the occurrence of any injury to persons or
property during the progress of such work and, except to the extent that any such injury is due solely and directly to Buyer’s or
Buyer’s customer’s negligence, shall indemnify Buyer against all claims, liability, damage, or loss (including expenses and
attorneys’ fees) which may result in any way from any act or omission of the Seller, or Seller’s agents, employees, or contractors;
and shall maintain such public liability, property damage, and employer’s liability and compensation insurance as will protect
Buyer and Buyer’s customer from said risks and from any claims under any applicable worker compensation and occupational
disease acts.
16. INDEMNIFICATION. Seller agrees to indemnify, defend, and hold Buyer harmless from and against all losses, damages,
liability, actions, judgments, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and other expenses of
litigation), suffered, incurred, or asserted by or against Buyer (a) by reason of Seller’s breach of a warranty, (b) by reason of
Seller’s breach of any term of this Purchase Order, or (c) by reason of personal injury, including death, or property damage
sustained by a third party, resulting from or arising out of an act or omission of Seller, or Seller’s agents, employees, or
contractors in fulfillment of this Purchase Order.
17. CUMULATIVE REMEDIES; WAIVERS, SURVIVAL OF WARRANTIES. The remedies herein reserved to Buyer shall be
cumulative, and additional to any other or further remedies provided in law or equity. No waiver by Buyer of any term or
condition of this Purchase Order shall be construed as a permanent waiver of such term or condition or of any other term or
condition. Seller’s warranties shall survive the completion or cancellation of this Purchase Order.
18. GOVERNING LAW. This Purchase Order shall be governed by the laws of the State of New York, U.S.A, except for its
provisions regarding principles of conflicts of laws, and except to the extent that federal communications law shall apply. Any
court action arising under this order shall be venue in New York, U.S.A., in either federal or state court, as is appropriate.
19. “GOODS” AND “SERVICES”. The term “goods” as used herein means any and all materials, parts, products, machines, tooling,
test equipment, technical data, computer software, computer software documentation, and other tangible items or documentary
information furnished or required to be furnished by Seller under this order. The term “services” means any and all technical
assistance, support, maintenance, consultation, construction work, and other effort furnished or required to be furnished by Seller
under this order other than labor furnished in connection with the production of goods.
20. ENTIRE AGREEMENT. Unless superseded by a specific signed agreement between Buyer and Seller, this agreement shall
include the Purchase Order, these General Terms and Conditions, and all attachments referred to in the Purchase Order or in the
General Terms and Conditions, and it shall constitute the entire agreement of the parties with regard to the subject matter
contained herein. All other prior or contemporaneous representations, warranties, covenants, or agreements between Seller and
Buyer, or their representatives, with respect to the subject matter are hereby superseded. The term “Purchase Order” as used
herein means the first and continuation pages of Oneida Research Services, Inc. completed Purchase Order form, including any
special provisions contained therein. This agreement may not be modified except by mutual written agreement of the parties.
21. EXPORT CONTROL. Export of information contained herein, which includes release to foreign nationals within the United
States, without first obtaining approval or license from the Department of State for items controlled by the International Traffic in
Arms Regulations (ITARS), or the Department of Commerce for items controlled by the Export Administration Regulations
(EAR), may constitute a violation of law. For violation of export laws, the contractor, its employees, officials or agents are
subject to imprisonment and/or imposition of criminal fines; suspension, or debarment. Seller shall immediately notify the Buyer
if Seller is listed in any 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.
22. QUALITY MANAGEMENT SYSTEM. Seller shall provide and maintain quality management in compliance with the
requirements of ISO 9001 or AS9100.
23. CALIBRATION SERVICES. Seller will provide calibration services in compliance with the requirements of ANSI Z540 latest
revision and the measurement standards are traceable to the National Institute of Standards and Technology (NIST).
24. RECORD RETENTION. Unless otherwise specified on the PO, suppliers are required to maintain quality supplier records for
seven years and will be available for review, upon request of Buyer.