TERMS & CONDITIONS OF PURCHASE
Demag Plastics Group
a trade name of Demag Plastics Group

1. ACCEPTANCE:  This order shall be binding on Buyer when Seller sends written acknowledgement of the order and providing earliest shipping date.  Seller accepts this order and shall be bound when it executes and  returns  the acknowledgment, or commences performance.  Acceptance of this order constitutes agreement  to  all  terms,  conditions,  and  instructions  contained  herein. Buyer  rejects  any  additional  or inconsistent  terms and conditions offered by Seller  regardless  of  Buyer's acceptance of  or payment for Seller's items or services.  Any change or modification to these terms, conditions or instructions contained in this order shall not be binding upon Buyer unless made in writing and signed by Buyer's purchasing management. Unless  so  modified,  the  terms,  conditions  and  instructions  contained  in  this  order  shall constitute the entire agreement between Buyer and Seller. 
2. DELIVERY:  Time is of the essence.  Seller shall comply with Buyer's delivery schedule.  If the delivery schedule is endangered for reasons not related to force majeure, Seller will ship at its own expense by the most expeditious method to ensure delivery schedule is met.  Items shipped in advance of Buyer's delivery schedule may be returned at Seller's expense.  No deviation in the quantity ordered of any item in this order is authorized, unless specified by Buyer.  Buyer may reject any delivery, or portion thereof, that deviates in the quantity ordered.  Unauthorized shortage of or excess quantity of any item will be shipped from Seller or  returned  to  Seller  at  Seller's  expense. Buyer  shall have  the  right at  all  times  to  schedule  deliveries, provided Buyer notifies Seller by telephone or otherwise, typically fourteen (14) days prior to a scheduled delivery. Seller shall not be liable for damages or delay due to events of force majeure beyond its control and without its fault or negligence provided Seller, when having knowledge that such delay may occur, immediately notifies Buyer in writing.  Upon receipt of such notice of delay in delivery, Buyer may, at its option, approve a revised delivery schedule or cancel the order without liability to Seller.
3.  PACKING AND SHIPMENT:  No charges will be allowed for taxes, transportation, boxing, packing or returnable containers unless stated in this order.  All shipments must be packed in a manner suitable for protection in shipment and storage in accordance with the governing classification and tariffs applicable thereto, and be  shipped at the lowest cost  basis consistent with efficient handling and safe shipment. Invoices must be transmitted on date of shipment.  In the event of shipment by Seller prior to scheduled delivery date(s) the scheduled delivery date(s) shall nevertheless be used for the invoice or shipment date for purposes of applying payment terms, if any, set forth of Seller's invoice.
4. SPECIFICATIONS:  All drawings, specifications or other such documents referred to  herein are incorporated herein by reference and made a part hereof as though specifically set forth herein.  Approval by Buyer of any samples required by this order shall not waive Seller's obligation to make deliveries in conformity with applicable drawings and specifications.
5. CHANGES:   Buyer reserves the right to make changes to this order with  respect to specifications, drawings or data incorporated herein, methods of shipment or packing, and place of delivery.  An equitable adjustment shall be made in the price or delivery schedule, or both, should such changes affect Seller's cost of or time required for performance, provided seller claims such an adjustment within 30 days after receipt of notice of the change.  No additional charge or extension of time for performance will be allowed unless authorized in writing by Buyer.
6. WARRANTY:    Seller  expressly warrants that all articles ordered to specifications will conform thereto and the drawings, samples or other description furnished by  Buyer, and whether or  not ordered to specifications,  will  be  fit  and  sufficient  for  the  purpose  intended.    Seller  also  warrants  that  all  goods delivered  under  this  order will  be  (a)  free  from  defects  in  material  and workmanship  and  (b)  free  from defects in design if of seller's design.  These warranties and all other warranties implied under law shall inure to the benefit of the buyer, its customers and users of Buyer's products.
7. TOOLS AND MATERIALS:  All special tooling, drawings, designs, dies, jigs, patterns or fixtures, priced separately under this order, shall be the sole property of Buyer.  No tools or materials that are the property of  Buyer shall be used  for any purposes  other than the manufacture of goods  for Buyer, or for other purposes not strictly specified by this order, except with the express consent in writing of the Buyer.  All tools, materials and other property owned by the Buyer shall be segregated by the Seller in the Seller's place(s) of manufacture, kept in good condition, and wherever possible, clearly marked so as to be easily identified as the Buyer's property.  Any property supplied to Seller will be returned in as good condition as
when  received except for reasonable wear or tear for utilization of property in accordance with  the provisions hereof.
8.  PRICES AND TAXES:  Seller represents that the prices of items covered by this order do not exceed Seller's lowest price for comparable items on the date goods ordered hereunder are shipped and include all applicable taxes.  Seller shall promptly notify Buyer of any price reduction in effect at time of shipment. Payment of Seller's invoices shall be subject to subsequent adjustment for shortages and for allowance for articles and expenses of rework incurred by Buyer.
9. INSPECTION:  All goods ordered are subject to inspection and testing by Buyer to the extent practicable at all times and places including the period of manufacture, and shall be received subject to final inspection and approval by Buyer at time of use.  Goods rejected by Buyer as nonconforming may not be replaced by conforming  goods  without  Buyer's  written  consent,  even  though  (a)  the  time  for  delivery  has  not  yet expired, or (b) Seller had reasonable grounds to believe that the nonconforming goods would be acceptable. Payment  for  any  article  shall  not  be  deemed  to  constitute  acceptance.  Buyer's acceptance shall  not be conclusive with regard to any latent defect, fraud, gross error amounting to fraud, or with regard to fitness and sufficiency for the purposes intended.  Items rejected by Buyer will be returned at Seller's expense.
10. CANCELLATION:  Buyer  shall have  the right  to  cancel  this  order, without  cause,  at any  time  before shipment with respect to all or any part of the then undelivered portion of the goods ordered, at no charge to Buyer except for the price with respect to the delivered portions and except for reimbursement of Seller's direct, out of pocket expenses incurred prior to cancellation and directly related to the canceled portions.  In addition,  Buyer  may  cancel  this  order  or  any  part  hereof  for  cause  under  any  of  the  following circumstances: (a) Seller's failure to deliver goods or performs services in accordance with the delivery schedule specified herein, or any extension or revision thereof permitted hereunder, or (b) Seller's failure to
make progress so as to endanger performance of this order, or Seller's failure to comply with any of the provisions of this order, or (c) institution of any insolvency or bankruptcy proceeding by or against Seller.
11. PATENT  INDEMNITY:  To the extent  that the articles or materials covered by this order  are not manufactured to designs furnished by Buyer, Seller agrees to indemnify Buyer and/or its customers against any  loss,  damage,  expense  or  liability  which  may  be  incurred  on  account  of  infringement  or  alleged infringement  of  any  patents  by  reason  of  the manufacture,  use  or  sale  of  such  articles  or materials, and agrees  to  defend,  at  its  own  expense,  any  action,  suit,  or  claim  in  which  such  infringement  is  alleged,
provided that Seller is duly notified as to the initiation of any such action, suits, or claims against Buyer or its customers.
12. INDEMNIFICATION:    Seller  agrees  to  appear,  defend  (through  Counsel  satisfactory  to  Buyer), indemnify and hold harmless Buyer, its successors and assigns, customers and users of its products from and against all actions, litigation, reasonable claims, liabilities, losses, damages (whether direct or indirect, incidental, consequential or otherwise), expenses and costs (including  attorney's  fees and experts' fees) which may arise out of, relate to, or be connected in any way with the goods or services covered by this order.
13. CONFIDENTIALITY:    Seller  shall  not,  without  prior  written  consent  of  Buyer, make  any  release  of information concerning this order to the public or any third party, with the exception of Seller's employees and designated subcontractors as required for the performance of this order.  Any discussions, observations, trade secrets, etc. related to this order between the Buyer and Seller shall be held confidential by the Seller. The Buyer shall hold the Seller fully responsible for damages resulting from Seller's failure to comply with this provision. 
14.  COMPLIANCE WITH LAWS:  Seller agrees to comply with all applicable statutes, rules, regulations and orders of the United States or of any state or political subdivision thereof, including but not limited to those pertaining to labor, wages, hours and conditions of employment, prices and safety standards.  Seller further  agrees  to  indemnify  and  hold  harmless  Buyer from all losses  incurred  by  Buyer  as  a  result  of Seller's failure to comply with any aforementioned laws, rules or standards issued there under and for the failure of goods furnished to so comply.
15. GOVERNING  LAW:    The  rights  of  the  parties  hereto,  and  the  construction,  interpretation  and performance hereof, shall be determined in accordance with the laws of the State of Ohio. The remedies of Buyer pursuant hereto shall be cumulative and in addition to any other remedies afforded by law or equity. The invalidity of any one clause or portion of these terms and conditions shall have no effect on the validity of any other clause or portion hereof.  Failure at any time of Buyer to enforce any provision herein, or to exercise any option hereunder, does not in any way affect the rights of Buyer to enforce thereafter each and every provision hereof.

TERMS & CONDITIONS OF PURCHASE - Demag Plastics Group USA (78.61 kb)