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Item # Terms and Conditions - Suppliers, Oil-Rite Purchases From Suppliers

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1.  ORDER TERMS, CONDITIONS OR PROVISIONS INCONSISTENT WITH THOSE ON THIS PURCHASE ORDER ARE HEREBY OBJECTED TO AND DEEMED INEFFECTIVE –  All terms, conditions and provisions (whether printed, stamped, typed or written) on Seller’s acknowledgement or other communication inconsistent with these Terms and Conditions are rejected.  In lieu thereof, the terms, conditions and provisions contained in this document shall govern all orders and shall be the only terms and conditions applicable to this purchase.

Acknowledgement of this order must be made promptly: the order is subject to cancellation by Purchaser without any further obligation to Seller if not accepted in writing by return of the signed Acknowledgement within 10 days of the date hereof.

No waiver, alteration or modification of the terms and conditions on this order shall be binding unless in writing and signed by an officer of Purchaser.  As used herein, the term “Purchaser” refers to Oil Rite Corporation.  The term “Seller” refers to the person, firm, or company to whom this Purchase Order is addressed.


2.  INADVERTENT ERRORS - Stenographic or clerical errors in this order are subject to correction by Purchaser in any reasonable manner.

3.  WARRANTY/CHANGES - By acceptance of this order, Seller warrants that the goods will be free from all defects of material and workmanship, conform to the description contained herein, and be accordance with the specifications and drawings or other descriptions furnished by Purchaser. Purchaser shall have the right to make changes in the drawings and specifications related to this order, provided such changes are made in a reasonable manner.  If any such change causes a variation in the cost of furnishing the goods provided under this order, the price of such goods shall be adjusted proportionally.  If any such change causes an increase or decrease in the time required for performance an equitable adjustment shall be made and the order modified in writing.

4.  PRICE - This order shall not be invoiced at higher prices than shown herein without Purchaser’s prior written consent.  In the event that subsequent to acceptance of this order and before shipment thereof, Seller reduces the price of any goods or services covered by this order, Seller shall reduce the price of this order and credit Purchaser any price difference.

5.   PACKAGING AND SHIPMENT – Purchaser’s order number, part number and quantity shall appear conspicuously on each package, box, keg, bail, bundle, or other type of container.  All shipments must contain packing lists giving description of material, quantity and purchase order number and any other pertinent documents required by Purchaser, i.e. certificate of conformance/compliance, material certification, inspection certificate, country of origin. Seller shall make shipments as instructed by Purchaser.  In the absence of specific routing instructions, shipments are to be routed “Best Way.”  Title and risk of loss passed to Purchaser at FOB point.  No charges for blocking, boxing, crating, dunnage or cartage for regular domestic shipments will be allowed without the specific written approval of Purchaser.  If shipment is not made FOB destination the original bill of lading must be furnished with invoices.  Purchaser’s count shall be accepted, as final, on all shipments not accompanied by packing list.  

6.  DELAYS AND CANCELLATIONS - Time is of the essence of this order.  Seller shall notify Purchaser immediately if Seller is unable to fill this order promptly or if shipment will be delayed for any reason.  Without prejudice to any other rights or remedies Purchaser may cancel this order in whole or in part if the product is defective or not delivered to Purchaser as scheduled.

7.  INSPECTION - Any goods provided under this order are subject to Purchaser’s inspection and approval within a reasonable time after delivery.  Purchaser shall have the right to reject any defective goods and return said goods to Seller at Seller’s sole expense.  Seller shall pay to Purchaser all costs and expenses reasonably incurred by Purchaser in taking action to return or correct defective goods, with a $50.00 minimum charge.  If the corrective action is necessary in part because of a nonconformity in the goods provided, and in part because of an act or omission of Purchaser, said costs shall be allocated between the parties pro rata according to their respective percentage of fault.

8.  EQUIPMENT FURNISHED BY PURCHASER - Any materials furnished by Purchaser in connection with this order are held by Seller on a consignment basis.  Seller agrees to pay Purchaser for all such materials spoiled or not otherwise satisfactorily accounted for

Any special tools, dies, jigs, and facilities (hereinafter called “tools”) required for the fabrication of this order shall remain Purchaser’s exclusive property. Seller agrees to mark or tag the tools to clearly indicate Purchaser’s ownership, to keep an accurate inventory of said tools, and submit said inventory to Purchaser upon Purchaser’s request.

9.  DESIGN RIGHTS - Any intellectual property related to goods made under drawings or specifications furnished by Purchaser shall be considered the exclusive property of Purchaser. Seller shall not provide said drawings or the same goods or parts to anyone else without Purchaser’s prior written consent.

10.  WORK ON PURCHASER’S PREMISES - If any work under this order is to be performed on Purchaser’s premises, Seller agrees to indemnify, defend, and hold Purchaser harmless against any damages, claims, and expenses (including, but not limited to, attorneys’ fees) arising out of such work.   Prior to commencement of such work, Seller agrees to furnish to Purchaser satisfactory evidence that Seller and its subcontractors have adequate insurance(s) naming Purchaser as an additional insured. Seller agrees to perform the work in accordance with safety rules of Purchaser and applicable state and local laws and regulations.

11.   LAW - The rights and duties of all persons and the construction and the effect of all provisions hereof shall be governed by and construed according to the laws of the State of Wisconsin (exclusive of Wisconsin’s conflicts of laws rules).

12. MISCELLANEOUS – If any of these terms and conditions are held invalid the remainder shall not be affected thereby.  Any waiver of strict compliance with a provision of this order shall not be deemed a waiver of Purchaser’s right to insist upon strict compliance thereafter.

 B-2325 Rev C



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