Buyer's Terms & Conditions
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  1. DEFINITIONS. The following capitalized terms used in these Terms and Conditions (the “Terms”) for the purchase of the goods (the “Goods”) and/or services (the “Services”) specified in the Order (as hereinafter defined) shall have the following meanings: “Buyer” means Q-E Manufacturing Company, Inc. “Order” means a purchase order or any written or verbal order issued by Buyer together with these Terms. “Seller” means the person(s) or company to whom the Order is addressed.

  2. APPLICABILITY. The Order constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties and communications, both written and oral, with respect to the subject matter of the Order. These Terms prevail over any terms and conditions contained in any other documentation and expressly exclude any of Seller’s general terms and conditions of sale or any other document issued by Seller in connection with the Order.

  3. ACCEPTANCE. The Order becomes binding on Buyer when Seller accepts the Order in writing or Seller starts to perform in accordance with the Order. Buyer may withdraw the Order at any time before it is accepted by Seller.

  4. PACKING. Seller shall pack the Goods in accordance with Buyer’s instructions in the Order or, if there are no instructions in the Order, in a manner sufficient to ensure that the Goods are delivered in an undamaged condition.

  5. DELIVERY; TITLE; RISK OF LOSS. Delivery shall be to Buyer’s facility at the address and on the date specified in the Order or as otherwise stated in the Order (the “Delivery Location”), including any schedules attached to the Order. Title passes to Buyer upon delivery of the Goods to the Delivery Location. Seller bears all risk of loss or damage to the Goods until delivery of the goods to the Delivery Location.

  6. TIME OF THE ESSENCE. Seller acknowledges that time is of the essence with respect to Seller’s performance of the Services and prompt and timely performance of the Services is strictly required.  

  7. PRICE. The price of Goods and/or Services is the price stated in the Order (the “Price”). If no price is included in the Order, the Price shall be the price set out in Seller’s published price list in force as of the date of the Order. The Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties and any and all fees and applicable taxes.

  8. INVOICES AND PAYMENT. Seller shall issue detailed invoices to Buyer following delivery or performance. Payment terms are net 30 days unless agreed to by Buyer in writing.

  9. INSPECTION. Seller shall maintain an effective and documented quality system (e.g. AS9100 or ISO9001:2015) consistent with good commercial practice, unless a specific system of quality or other standard of quality is specified in the Order. For a period of seven (7) years after the date of the Order (the “Retention Period”), Seller shall maintain complete and accurate records pertaining to the Goods and/or the provision of the Services under the Order, including records of the time spent and materials used by Seller in providing the Services; provided, however, that in the event of any dispute arising under or with respect to the Goods or the Services, the Retention Period shall last until the resolution of such dispute becomes final and non-appealable and all obligations of the parties hereto have been satisfied in full. Seller shall make such records available for inspection by Buyer or its agents, at Seller’s expense, upon request by Buyer from time to time during the Retention Period. When required, Seller shall allow any government representative to inspect any materials and parts or the Goods prior to shipment, per AS9100 or ISO9001:2015 standards. Not by way of limitation, Seller shall provide to Buyer all documents and information requested by Buyer to evidence the origin of the Goods and Services for the purposes of any applicable free trade agreement and/or any United States laws and regulations. Seller shall notify Buyer of all non-conforming Goods before shipment, upon which Buyer may rescind the order in its entirety. Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (i) rescind the order in its entirety; (ii) accept the Goods at a reasonably reduced price; or (iii) reject the goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to immediately deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate the Order for cause pursuant to Section 13 below.

  10. CERTIFICATION REQUIREMENTS. Before the date on which the Services are to start, Seller shall obtain, and at all times during performance of the Order maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services. Seller shall ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the Services. Seller agrees to furnish to Buyer copies of all required certifications specified in the Order.

  11. WARRANTY. Seller represents and warrants that for a period of eighteen (18) months from the Delivery Date, all Goods will: (i) be free and clear of all liens, security interests or other encumbrances; (ii) be free from any defects in workmanship, material and design; (ii) conform to all applicable specifications, drawings, samples and descriptions; (iii) not incorporate or consist of commercial surplus, used, remanufactured or reconditioned material or components or material or components of such age or deteriorated as to impair the usefulness or safety thereof; (iv) be merchantable; and (v) not infringe or misappropriate any third party’s patent or other intellectual property rights. Seller represents and warrants to Buyer that: (i) all Services will be performed using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under the Order; (ii) it is in compliance with, and shall perform the Services in compliance with, all applicable laws; (iii) that Buyer will receive good and valid title to all documents, work product and other materials that are delivered to Buyer under the Order or prepared by or on behalf of Seller in the course of performing the Services (the “Deliverables”); (iv) none of the Services, Deliverables and Buyer’s use thereof infringe or will infringe any patent, copyright or trademark of any third party; and (v) the Services and Deliverables will be in conformity in all respects with all requirements or specifications stated in the Order. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods or payment for the Services by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Goods or the Services with the foregoing warranties.

  12. INDEMNIFICATION.   Seller shall defend, indemnify and hold harmless Buyer and its directors, officers, shareholders and employees and Buyer’s customers (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, any claim that Buyer’s or Indemnitee’s use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party, any claim that any of the Services or Deliverables or Buyer’s or any Indemnitees’ receipt or use thereof infringes or misappropriates any patent, copyright, trade secret or other intellectual property right of any third party and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with the Goods purchased from Seller, the Services or Seller’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer’s or Indemnitees prior written consent.

  13. TERMINATION. Buyer may terminate the Order, in whole or in part, at any time, with or without cause for undelivered Goods upon 2 days’ prior written notice to Seller. In addition, Buyer may terminate the Order with immediate effect upon written notice to Seller if Seller has not performed or complied with any of the terms of the Order, in whole or in part. If Buyer terminates the Order for any reason, Seller’s sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination. 

  14. INFORMATION DISCLOSED TO SELLER. The content and existence of the Order and the schedules, exhibits and attachments thereto are confidential information. Seller shall not disclose any part of the Order or the schedules, exhibits or attachments to the Order to any person or entity (except for those employees and agents of Seller that have a need to know such information to perform Seller’s obligations hereunder) and Seller shall, and shall cause its employees and agents to, use the Order and the schedules, exhibits and attachments thereto solely for the purpose of performing Seller’s obligations hereunder. Seller agrees that all drawings, specifications, data, memoranda, calculations, notes and other material furnished by Seller, or any copies thereof are the property of Buyer and shall be delivered to Buyer at the expiration or termination of the Order or at any time upon Buyer’s request. Seller shall not disclose the contents of the Order and the schedules, exhibits and attachments thereto nor any other technical data received from Buyer to any foreign national, including those employed by Seller, in violation of the export laws and regulations of the United States, including but not limited to, all Export Administration Regulations (EAR), all International Traffic in Arms Regulations (ITAR), and all orders administered by the Office of Foreign Assets Control (OFAC) or these

  15. CHANGES. Buyer may, at any time by written notice to Seller, make changes regarding drawings, designs, specifications, method of packing or shipment, place of inspection, acceptance or point of delivery, delivery schedule and changes to theShould any such change cause an increase or decrease in the cost of or time required for performance of the Order, an equitable adjustment shall be negotiated and resolved. Seller shall notify and obtain approval from Buyer of any changes in the product or manufacturing process of the Goods.

  16. ASSIGNMENT. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve Seller of any of its obligations hereunder.

  17. SUB-CONTRACTOR FLOW DOWN. Seller shall flow down to sub-contractors the Order and all applicable attachments and all quality requirements of Buyer set forth in the Order. Seller shall remain fully responsible for the performance of each such subcontractor and its employees and for their compliance with all of the terms and conditions of the Order. Seller shall also require any sub-contractor or supplier to comply with Section 14 of these Terms.

  18. RELATIONSHIP OF THE PARTIES. The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from the Order.

  19. INTELLECTUAL PROPERTY. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Buyer in connection with performing the Services or prepared by or on behalf of Seller in the course of performing the Services shall be owned exclusively by Buyer (“Services Deliverables”). Seller agrees, and shall cause its employees and permitted subcontractors to agree, that with respect to any of the foregoing materials that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such Services Deliverables are hereby deemed a “work made for hire” for Buyer. To the extent that any of the Services Deliverables do not constitute a “work made for hire,” Seller hereby irrevocably assigns, and shall cause its employees and permitted subcontractors to irrevocably assign to Buyer, in each case without additional consideration, all right, title and interest throughout the world in and to the Services Deliverables, including all Intellectual Property Rights therein. Seller shall cause its employees and permitted subcontractors to irrevocably waive, to the extent permitted by applicable law, any and all claims such employees and permitted subcontractors may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Services Deliverables. Upon Buyer’s request, Seller shall, and shall cause its employees and permitted subcontractors to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Buyer to prosecute, register, perfect or record its rights in or to any Services Deliverables.

  20. BUYER’S PROPERTY. All tools, dies, jigs, fixtures, patterns, equipment, material and other property or items purchased, furnished, charged to or paid for by Buyer, and any replacement thereof, shall remain the property of Buyer. Buyer’s property shall be maintained and secured and kept in good working order if held by Seller for an indefinite period of time or until Buyer and Seller agree on a determination. Seller will use such items exclusively for Buyer in connection with the Order. Seller will immediately return to Buyer upon request, and Buyer may retake immediate possession of any property of Buyer or its customers at any time, with or without cause.

  21. COMPLIANCE WITH LAWS AND REGULATIONS. Seller warrants that the performance of the Order shall comply with all applicable laws, regulations and ordinances for both state and federal governments of the United States of America, including, without limitation, all export and import laws of all countries involved in the sale of Goods and/or Services under the Order.

  22. GOVERNING LAW. These Terms, and the application and interpretation hereof, shall be subject to and governed exclusively by its terms and by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws provisions. The parties agree that proper jurisdiction and venue for resolution of any and all disputes hereunder shall be exclusively in the Court of Common Pleas for Union County, Commonwealth of Pennsylvania and/or the United States District Court serving such County.

  23. NOTICES. All notices and other communications shall be in writing or by electronic mail etc. and addressed to the parties at the addresses set forth in the Order.

  24. HEADINGS. The headings in these Terms are inserted for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of these terms or any provision of these Terms.