Terms and ConditionsTerms and Conditions

Terms and Conditions

1. OFFER ACCEPTANCE AND MODIFICATIONS – This purchase order is an offer to Seller by Buyer to enter into the purchase agreement it describes, and it shall be the complete and exclusive statement of such purchase agreement. Seller shall accept the offer in writing or by beginning work hereunder. No terms or conditions other than those that apply to the purchase order as described above will apply to the purchase order, including any contract terms that may have been submitted by the Seller. Modifications proposed by Seller are not part of the agreement in the absence of Buyer’s written acceptance.

2. CHANGES – (a) Buyer at any time, by written change of order, may change the design (including drawings, materials, and specification), processing, method of packing and shipping, and the place of delivery, of the supplies and services hereof. (b) If any such change effects cost or timing, Buyer shall adjust purchase price and delivery schedules equitably. (c) Seller shall not make any changes in the design, processing, packing, shipping, or place of delivery of the supplies and services hereof without the written approval of buyer.

3. BAILED PROPERTY – Unless otherwise specified, Seller bears all responsibility for loss and damage to articles owned by Buyer and possessed by Seller for use in performing this purchase order, including responsibility for loss or damage which occurs despite Seller’s exercise of reasonable care, but excluding normal wear and tear. Seller shall: (a) properly house and maintain such articles on Seller’s premises, (b) mark them “Property of “Performance Assembly Solutions”, (c) refrain from co-mingling them with the property of Seller or with that of a third party, (d) maintain them as personal. Buyer shall have the right to enter Seller’s premises at reasonable times to inspect such articles and Seller’s records pertaining thereto. Upon request of Buyer, Seller immediately shall deliver such articles to a carrier selected by Buyer, at Buyer’s option F.O.B., Seller’s facility or freight collect to a location selected by the Buyer, properly packed and marked in accordance with the requirements of the carrier and Buyer.

4. RELEASES – If delivery dates are not specified in this purchase order, Seller shall procure materials and fabricate, assemble, and ship supplies, only as authorized in shipment release issued to the Seller by the Buyer. Buyer may return over shipments to Seller at Seller’s expense for all packing, handling, sorting, and transportation. Buyer, from time to time and with reasonable notice, may change or temporarily suspend shipping schedules specified in the purchase order, or such shipment releases.

5. VOLUME PROJECTIONS - The Buyer may provide the Supplier with estimates, forecasts or projections of its future volume or quantity requirements for the Goods. These are Volume Projections. They are provided for informational purposes only. The Supplier and the Buyer may agree on a timeline over which Volume Projections will be provided.

Volume Projections are not a commitment by the Buyer to purchase the quantities specified in the Volume Projections. The Buyer's purchase obligation is only as specified in Section 4. The Supplier acknowledges that Volume Projections, like any other forward looking projections, are based on a number of economic and business factors, variables and assumptions, some or all of which may change over time, and may or may not be accurate at the time they were made or later on. The Buyer makes no representation, warranty, guaranty or commitment of any kind or nature, express or implied, regarding any Volume Projection.

6. FINISHED INVENTORY – Not withstanding the provisions of Section 5 hereof, Seller shall maintain at its expense finished inventory at the latest design level and in the quantity specified on the face of this purchase order, based on releases of the preceding month, or, if none is specified, an adequate quantity. Buyer at its option may draw down such inventory, and, in such event, Seller shall have a reasonable time to replenish the inventory.

7. PACKING, MARKING, AND SHIPPING – (a) Seller shall pack, mark, and ship the supplies in accordance with the requirements of Buyer and the requirements of carrier transporting such supplies to the Buyer. Seller shall mark each package in accordance with the current edition of Buyer’s Package Identification or Steel Packaging Standards, as applicable, and Seller shall route shipments in accordance with Buyer’s instructions. Seller shall reimburse Buyer for all expenses incurred by Buyer as a result of improper packing, marking, routing, or shipping. (b) Seller shall advise buyer with regard to packing, marking, routing and shipping that will enable Buyer to secure the most economical transportation rates. (c) Seller shall not charge separately for packing, marking and shipping, including materials used therein unless Buyer specifies in writing that Buyer separately will reimburse Seller for such charges. In such event, Seller shall add charges to Seller’s invoice as a separate item and attach thereto appropriate invoices. (d) Seller will advise Buyer of Seller’s packing and shipping plans. (e) Buyer may require shipment of any of the supplies covered by this purchase order by a more expeditious method of transportation in the event of Seller’s failure to meet the shipping requirements of the purchase order or shipping releases issue hereunder, and Seller shall bear the cost difference of such transportation unless such failure is due to an excusable delay of Section 16. (f) Seller shall be responsible for any loss, damage or injury which results from or occurs during shipment of goods F.O.B. Seller’s Plant via Seller’s vehicles or seller identified logistics agents

8. PACKING SLIP AND BILLS OF LADING – (a) Seller shall obtain a straight bill of lading from the carrier of these supplies and shall include on each packing slip and bill of lading, the number of this purchase order and the location of the destination facility. (b) Seller shall include a numbered master packing slip with each shipment. If less than a carload or truckload is being shipped, the slip shall be included in one of the packages which shall be marked “Packing Slip Inside.” In carload and truckload shipments, the master packing slip shall be enclosed in an unsealed envelope that is affixed near the door on the inside of the freight vehicle. (c) Seller shall retain the original bill of lading for three years from the date of shipment unless otherwise directed by the Traffic Manager at the destination facility.

9. CONTINUOUS IMPROVEMENT INITIATIVES - The Buyer may initiate various programs designed to improve quality, increase customer satisfaction or reduce costs. All suppliers are required to participate in these initiatives to the extent requested by the Buyer.

10. INVOICES AND STATEMENTS – Seller shall furnish invoices as specified in this purchase order, or as directed on the applicable shipment release. Seller shall include on each invoice the number of this purchase order and the location of the destination facility. If applicable to Seller, each invoice shall contain the following assurance, “Seller represents that it has complied with the Fair Labor Standards Acts of 1938 as amended, in producing the supplies or performing the services covered by this invoice.” Seller also shall furnish separate monthly statements to each accounting location covering invoices payable by that location. The standard payment terms are “Net 45.”

11. EXPORT/IMPORT – Any export credits shall belong to Buyer, and Seller shall furnish all documents required for international shipments and, upon request, all documents required by Buyer to obtain export credits and customs drawbacks. Upon request, Seller shall furnish certificates that identify the country of origin of the material used in the supplies hereof and the value added thereto in each country.

12. INSPECTION – Buyer at its option may reject, or retain and correct, supplies that fail to meet the requirements of this purchase order. If Buyer elects to correct the supplies, it shall consult with Seller on the method of correction; Seller shall reimburse Buyer for reasonable expenses resulting from rejection or correction. In any event, the Seller will bear the risk and expense of the remedial action undertaken by the Buyer or the Seller. The Seller is liable for all direct, incidental and consequential damages, losses, costs, and expenses incurred by the Buyer resulting from the failure of the Seller to deliver conforming Goods or to comply with the shipping and delivery or other requirements of the Buyer, even if the Seller has cured the failure. These include costs associated with the off- lining of vehicles or the Goods, interruptions or delays in production, reduced line-speeds, and plant shutdowns of specified O.E.M. or Tier Supplier. (O.E.M. meaning Original Equipment Manufacturer, such as Ford, General Motors, Daimler-Chrysler, Honda, etc.). In the event that Seller fails to deliver goods in accordance with the release schedule, and without prejudice to the rights Buyer has as set forth in these Terms and Conditions, Buyer may, at its option, cancel, revoke and terminate the release, partially, or in its entirety, and the quantity of goods set forth in the purchase order shall be reduced by the quantity of goods set forth in the notice of partial termination, without cost to Buyer. The rest and remainder of the purchase order shall remain in full force and effect.

13. WARRANTY – Seller warrants that the supplies delivered to Buyer pursuant to this purchase order will conform to the applicable drawings and specifications and will be free of defects in materials and workmanship and be suitable for their intended use by the Buyer, including the specified performance in the component, system, subsystem and vehicle location specified by O.E.M. or Buyer and the environment in which the Goods are, or may be expected to perform in. The Seller is liable for all costs and expenses of a validated Customer Reported Concern related to nonconforming Goods or Services provided by Seller to Buyer or its Related Companies or third party designated by the Buyer. Seller will also warrant Goods under any specified O.E.M. warranty requests in the O.E.M. Addendum

14. PROPRIETARY RIGHTS – (a) Seller at its expense will investigate and defend or otherwise handle, or at Buyer’s option, provide all reasonable assistance to Buyer in Buyer’s investigation, defense or handling of every claim that may be brought against Buyer or against those selling or using any product of Buyer, for any alleged infringement of any present or future patent, copyright, industrial design right or other proprietary right based on the sale or use of the supplies hereof (I) alone, (II) in combination by reason of their content, design or structure, or (III) in combination in accordance with Seller’s recommendations. Seller’s obligation shall apply even though Buyer furnishes all or any portions of the design and specifics all or any portion of the processing, Seller will pay all expenses and damages that Buyer and those using or selling Buyer’s products may sustain by reason of each such claim. (b) Seller grants to Buyer and its Associate Companies a nonexclusive, royalty free, irrevocable license to rebuild and have rebuilt the supplies purchased by Buyer under this purchase order. (c) Seller will neither assert nor transfer to another right to assert against Buyer and/or its Associated Companies, or dealers or customers thereof, any copyright of Seller that is applicable to any works of authorship furnished to Buyer or any of Buyer’s related companies in the course of Seller’s activity hereunder. (d) All technical information disclosed heretofore and hereafter by Seller to Buyer in connection with these supplies or services is disclosed on the non-confidential basis.

15. TERMINATION AT OPTION OF BUYER – (a) Buyer may terminate its purchase obligations hereunder in whole or in part, at any time, by a written notice of termination to Seller. Buyer shall have such right of termination notwithstanding the existence of an excusable delay. (Section 16) (b) Upon receipt of the notice of termination, Seller, unless otherwise directed by Buyer, shall (I) terminate promptly all work under this purchase order, (ii) transfer title and deliver to Buyer the finished work, Buyer owned equipment/tooling used to produce the work in process and the parts and materials which Seller produced or acquired in accordance with this purchase order and which Seller cannot use in producing goods for itself and others, (iii) settle all claims by subcontractors for actual costs that are rendered unrecoverable by such termination and, (iv) take actions reasonably necessary to protect property in Seller’s possession in which Buyer has an interest. (c) Upon termination by Buyer under this Section, Buyer’s obligation to Seller shall be (I) the purchase order price for all finished work and completed services which conform to the requirements of the purchase order; (ii) Seller’s actual cost of the work in process and parts and materials transferred to Buyer in accordance with subsection (b) (ii) hereof; and (iv) Seller’s actual cost of carrying out its obligations of subsection (b) (iv) hereof, but Buyer’s obligations shall not exceed those Buyer would have had to Seller in the absence of termination. (d) Seller shall furnish to Buyer, within one month after the date of termination, Seller’s termination claim, which shall consist exclusively of the items of Buyer’s obligation to Seller that are listed in subsection (c) hereof. Buyer may audit Seller’s records, before or subsequent to payment to verify amounts requested in Seller’s termination claim. (e) Buyer shall have no obligation to Seller if Buyer terminates its purchase obligations of this purchase order because of default by Seller.

16. DELEGATION AND ASSIGNMENT – Seller shall not delegate any of its duties of this purchase order without Buyer’s written approval, and Seller shall not assign any of its rights hereof without prior notice to, and approval from the Buyer.

17. SUBSTANCE AND MATERIALS REPORTING AND COMPLIANCE - Upon the request of the Buyer the Supplier will provide it with access to and copies of any data, materials or other information, including any formulas or analyses, that: (1) Relates to the Goods, their composition, any component or part of the Goods, or any materials or substances used in the Goods or in connection with their production; and (2) Is needed, as determined by the requestor, to enable compliance with any requirement of a Government (either mandated or voluntarily agreed upon by the Buyer) relating to the hazardous, toxic or other content or nature of the Goods, or the ability to recycle the Goods or any component, part or materials in the Goods. (b) The Supplier will comply with the Buyer's requirements relating to the use (or prohibition on use) of certain materials and substances in the Goods (such as Ford's Restricted Substance Management Standard (RSMS)), and utilize and comply with the Buyer's reporting processes and requirements relating to any data, materials or other information (such as the International Material Data System (IMDS)).

18. COMPLIANCE WITH LAWS, STATUTES & REGULATIONS – Buyer serves from time to time as a contractor for the United States Government. Accordingly, Seller shall comply with federal laws, rules and regulations applicable to subcontractors of government contractors, including those relating to equal employment opportunity and affirmative action in the employment of minorities (Executive Order 11246), women (Executive Order 11375), the handicapped (29USC793), and certain veterans (38USC2012), contracting with business concerns operation in areas of surplus labor (41FCR 1-1. 805) contracting with female owned business concerns (Executive Order 12138), and contracting with small and disadvantaged business concerns (Pub, L. 95-507), Contract clauses required by the Government in such circumstances are incorporated herein by reference.

19. EXCUSABLE DELAYS – Neither Buyer nor Seller shall be liable for a failure to perform that arises from causes nor events beyond its’ reasonable control and without it faults or negligence, including labor disputes of any kind. In the event of a delay in performance, Buyer at its option may acquire possession of all finished good, work in process, Buyer owned equipment/tooling used to produce work in process, and materials produced or acquired for the work hereof, and Seller shall deliver such articles to Buyer, at Buyer’s option F.O.B. Seller’s plant or freight collect to a location designated by Buyer.

20. SALES, USE AND FEDERAL EXCISE TAXES – Unless otherwise specified, Seller shall not include in its price nor otherwise charge to Buyer U.S. excise taxes, state or local sales tax, or use taxes on the supplies of this purchase order. Buyer will use the supplies for resale or in industrial processing or manufacturing. With regard to supplies imported into the United States, Buyer certifies that it is a manufacturer or producer of articles enumerated in Chapter 32 of the Internal Revenue Code, and a manufacturer and seller of motor vehicles and parts. With regard to suppliers parts imported into Canada, Buyer certifies that it holds appropriate certificates and permits from the taxing authorities of the applicable governments, including federal Certificate of Registry No. 38-73-0116-A issued by the District Director at Detroit, Michigan. California seller’s permits SR-AD-14-601015, SR-GH-26-081172, and SZ-OHA-30-607383. Ontario permits nos. 12031402G, 13240609G, and 81390009G, regarding exemption of these supplies from sales, use and federal excise taxes.

21. SETOFF – The Buyer will administer on a Net Settlement Basis all of the accounts of the Seller arising from the Purchase orders and other agreements the Seller has with the Buyer. Net Settlement Basis means, that unless prohibited by law the Buyer may set off and recoup against the Buyer’s accounts payable to the Seller any amounts for which the Buyer determines in good faith the Seller is liable to it under any Purchase Order or other agreements with the Seller. The Buyer may do so without notice to the Seller. Basis of Debit – The Buyer will be presumed to have acted in good faith if it has a commercially reasonable basis for believing that the Seller or one of its Related Companies is liable for the amount of debit. A debit may include the actual professional fees and all other administrative costs incurred by the Buyer or Related Company.

22. APPLICABLE LAW – This purchase order shall be governed by the law of the State of Michigan, and litigation on contractual causes arising from the purchase order shall be brought only in a federal District court located in Michigan or in a court of the State of Michigan.

23. QUALITY ASSURANCE – The Seller will, at their expense, comply with the quality assurance processes, inspections and standards specified by the Buyer for Sellers providing goods or services similar in nature to the Goods. These standards include; ISO/TS 16949 or QS-9000, ISO 14001 and any applicable O.E.M. quality programs. The Seller will actively promote continuous quality improvement in manufacture, production and distribution of the Goods.

24. SERVICE PARTS – If requested by the O.E.M. and or the Buyer, the Seller will supply the Service Parts and Component Parts to the O.E.M. and its related companies to meet their current model year and past model year Service Parts and Component Parts needs. Prices for Service or Component Parts will be no greater than the price specified in the production purchase order for the Goods used in production plus the actual net cost differential for required unique packaging, shipping and handling. If requested by the O.E.M. or the Buyer, the Seller will supply past model year Service Parts and Component Parts for the specified years following the end of the production of the current model year for the Goods. Specified years are 10 to 15 years under normal O.E.M. requirements. If the O.E.M. has a legal obligation to make the Service Parts or Component Parts available for a longer period, the O.E.M. will so advise the Seller. The Seller, unless otherwise notified, shall maintain the equipment used to produce the Goods or a simile thereof, in order to sustain service part requirements for the specified period.

25. COMPLIANCE WITH LAWS - Product must conform to all government safety & environmental regulations. The Seller will comply with all Government Requirements that may apply to the design, production, sale, or distribution of Goods.

26. SUPPLEMENTAL TERMS AND CONDITIONS – The Buyer may issue them to address special product or local market requirements, including legal matters specific to the country where the Buyer or the Seller is located.

27. O.E.M. ADDENDUM TERMS AND CONDITIONS – The Buyer may issue an addendum to address specified O.E.M. Terms and Conditions that the Seller will comply with pertaining to the specified goods or services provided by Seller.

28. O.E.M. SPONSORED PRICE ADJUSTMENT PROGRAMS, INCLUDING ADJUSTMENTS FOR METAL FLUCTUATION – Seller will participate in pricing adjustment programs with the Buyer on the same basis and frequency as the O.E.M. requires Buyer participation. Any price adjustment(s) resulting from these sponsored programs will be settled in arrears following the month of adjustment. If the price adjustment results in monies due to the Buyer, the Seller will issue a credit memo to the Buyer’s account for offset against monies payable to the Seller. If the price adjustment results in monies owed to the Seller, the Seller will issue an invoice to the Buyer for additional monies due for units shipped. Buyer will only adjust pricing if the O.E.M. adjusts Buyer pricing.

29. CONFIDENTIALLY AND QUALITY - A properly signed and fully executed confidentially agreement must be on file unless otherwise agreed upon for RFQ issuance. Upon acceptance of the CA, a signed confirmation must be sent to MPL@PerformanceAS.com or faxed to (734) 466-6951. Acceptance of this purchase order is an agreement that all materials shipped to PAS will be made to and comply with all drawing specifications contained within. PPAP Cost: All PPAP cost associated with purchased product must be amortized in to piece price based on program volume and not a one-time charge. Tooling: All tooling and fixtures required to produce this component will be permanently identified with the PAS (or Customer) issued part number and will state “Property of PAS” (or Customer). Pictures of such must be sent to the buyer and clearly show as evidence these permanent markings. Tooling costs will not be paid until all these requirements are fulfilled and approved by PAS (or Customer). Incoming Material: Any and all first shipment materials received must be accompanied by all the necessary quality documentation, for PAS approval, and must include (at minimum) the following: 1) a fully ballooned engineering drawing (ballooned by supplier) with each and every feature (or note identifying) and must correspond with submitted inspection report, 2) any and all raw material, outside process, heat treatment, coating or plating certifications, 3) 5 pc layout with capability study (30 pcs minimum) on identified critical or significant characteristics (unless otherwise specified), 4) a fully executed PSW with all elements of the PAS issued RFQ checklist, filled-out and submitted by supplier.

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