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READING EQUIPMENT & DISTRIBUTION, LCC
PURCHASE ORDER TERMS AND CONDITIONS

  1. Acceptance of Contract. Reading Equipment & Distribution, LLC ("Buyer") shall not be bound by this Purchase Order ("Order") until the vendor named on the face hereof ("Seller") shall become bound hereby. Seller shall be bound by this Order and its terms and conditions when it executes and returns the Notification of Acceptance copy hereof or when it delivers to Buyer any of the items ordered herein and Buyer accepts said items, or renders for Buyer any of the services ordered herein and Buyer accepts said services. This Order may be accepted only in accordance with its terms. Any acceptance which is qualified or which contains any different or additional terms shall constitute an acceptance but such qualification or different or additional terms shall be of no force or effect. No contract shall exist except as hereinabove provided.

  2. Entire Contract. This Order and its terms and conditions shall constitute the entire contract between Buyer and Seller with respect to the items and/or services specified on the face hereof. No modification of, or addition to, or waiver of any of the terms and conditions hereof will be effective (regardless of whether Buyer shall have accepted any items or services ordered herein and delivered or rendered by Seller) unless agreed to in writing by an officer of Buyer. All specifications, drawings and data submitted to Seller with this Order are hereby incorporated herein and made a part hereof.

  3. Delivery. Deliveries shall be made as specified, without charge for boxing, crating, storage or other additional charges of any kind unless otherwise stated on the face hereof, and items shall be suitably packed to secure lowest transportation charges and in accordance with the requirements of common carriers. The specific quantity ordered must be delivered in full and may not be changed without Buyer's prior written consent. Any unauthorized quantity will be held at Seller's risk and is subject to Buyer's rejection and return to Seller at Seller's risk and expense, including transportation charges both to and from the original destination. Time is of the essence in this contract. If delivery of the items or rendering of the services to be furnished hereunder is not completed within the time period specified., Buyer reserves the right without liability, in addition to all of its other rights and remedies, to terminate this contract as to all such items or services by notice effective when received by Seller, and, in addition, to terminate as to stated items not yet shipped or services not yet rendered, and to purchase substitute items or services elsewhere and charge Seller with any loss incurred. Any provisions herein for delivery of items or rendering of services by installments shall not be construed as making the obligations of Seller severable. All prices are F.O.B. Buyer's plant unless otherwise stated on the face hereof. Shipments sent C.O.D. without Buyer's prior written consent will not be accepted and will be at Seller's risk.

  4. Taxes. All taxes which are properly chargeable to Buyer shall be stated separately in Seller's invoices. All tax exemption certificates of Buyer will be recognized and accepted by Seller.

  5. Changes. Buyer reserves the right at any time to make changes in any one or more of the following: (a) specifications, drawings and data incorporated in this contact where the items to be furnished are to be specially manufactured for Buyer; (b) methods of shipment or packing; (c) place of delivery; and (d) time of delivery. If any such change causes an increase or decrease in the cost of or the time required for performance of this contact, an equitable adjustment shall be made in the contract price or delivery schedule, or both. Any claim by Seller for adjustment under this clause shall be deemed waived unless asserted in writing within ten (10) days from receipt by Seller of the change. Price increases or extensions of time for delivery shall not be binding on Buyer unless evidenced by an amended Purchase Order issued and signed by an officer of Buyer. Any other deviations from this Order or specifications furnished hereunder or any other exceptions or alterations, must be approved in writing by an officer of Buyer.

  6. Warranty. Seller expressly warrants that the items and services to be furnished hereunder will be in full conformity with Buyer's specifications, drawings, data, samples and/or other descriptions submitted by Buyer and/or submitted to Buyer by Seller and accepted by Buyer, will be free from all defects in material and workmanship, will be merchantable, and will be fit and sufficient for their intended use and purpose. Seller agrees to indemnify and save harmless Buyer, its successors and assigns, and any of their agents and customers and the users of any such items from any and all liability, loss and damage which may be incurred or suffered by them or any of them by virtue of Seller's breach of said warranty and to pay any and all judgments rendered against them or any of them as a result thereof and to pay all costs and expenses incurred by them or any of them in defending any action brought against them or any of them as a result of any claim arising out of Seller's breach of said warranty, including but not limited to attorney's fees and expenses, expert witness fees and expenses and court costs. If requested by Buyer, Seller will at its own cost and expense defend any and all such actions. Seller agrees that this warranty shall survive delivery and shall extend to future performance of the goods and shall not be deemed waived either by reason of Buyer's acceptance of said items or by payment for them.

  7. Patent Indemnity. Seller warrants that the sale or use of the items to be furnished hereunder, alone or in combination, will not infringe upon or contribute to the infringement of any patent or patent right and agrees to indemnify and save harmless Buyer, its successors and assigns and any of their agents and customers and the users of any such items from any an all judgments, damages, expenses, and loss and/or liability of any nature or kind, including but not limited to attorney's fees and expenses; expert witness fees and expenses and court costs, which they or any of them may incur or suffer or to which they or any of them may be subjected as a result of or arising out of any infringement or claimed infringement. If requested by Buyer, Seller will at its own cost and expense defend any and all such actions.

  8. Inspection. All items covered by this contract shall be subject to inspection and/or test in any quantity by Buyer or Buyer's customer at any reasonable time and place. If any defects are found in materials or workmanship of some of the items or if some of the items are found not to be in conformity with the instructions, specifications, drawings or data, or Seller's warranty, then Buyer or its customer shall have the right, at its option, to reject all such items or require their replacement or correction. Buyer may return, at Seller's risk, all rejected items which have been delivered by Seller at Seller's invoice price plus all transportation charges both to and from the original destination. Seller will bear all costs of replacing or correcting any items furnished by Seller which are rejected and returned to Seller pursuant hereto. If Seller fails to replace or correct such rejected items, then Buyer may by contract or otherwise have said items replaced or corrected and charge the excess cost to Seller. Seller is not relieved of its warranty obligation whether or not Buyer or its customer inspects any item covered by this contract  In no event shall payment be deemed to constitute acceptance not to prejudice in any way claims that Buyer may have against Seller.

  9. Tooling. Unless otherwise stated, Seller, at is own expense shall furnish, keep in good condition, and replace when necessary all tools, dies, jigs, patterns, gauges, fixtures, and equipment, and similar items ("tooling") needed by Seller for the performance of this Order. However unless Buyer otherwise agrees in writing, all tooling, and any other property furnished to Seller by Buyer, or specifically paid for by Buyer for use in the performance of this contract, shall be and remain the property of Buyer, shall be subject to removal upon Buyer's instructions, shall be used only in filling orders from Buyer, shall be held at Seller's risk, and shall be kept insured by Seller at Seller's expense while in Seller's custody or control in an amount equal to the replacement cost thereof, with loss payable to Buyer. Copies of policies or certificates of such insurance will be furnished to Buyer on demand. Seller shall keep confidential all information, drawings, specifications, or data furnished by Buyer, or prepared by Seller specifically in connection with the performance of this contract and shall not divulge or use such information, drawings, specifications, or data for the benefit of any other party. Except as required for the efficient performance of this contract, Seller shall not make copies or permit copies to be made without the prior written consent of Buyer. Seller shall thereafter make no further use, either directly or indirectly, of any such data or of any information derived therefrom without first obtaining Buyer's written consent.

  10. Delays. Seller shall furnish Buyer in writing all available information regarding possible delays in production or delivery of the items or services to be furnished hereunder, including delays or threatened delays caused by actual or potential labor disputes.

  11. Risk of Loss. Unless otherwise provided herein, the risk of loss shall not pass to Buyer until the items are received by Buyer, whether or not the items are held by a bailee to be delivered without being moved.

  12. Compliance with Laws. Seller represents that it has and will continue during the performance of this contract to comply with the provisions of all federal, state and local laws and regulations from which liability may accrue to Buyer from any violation thereof and agrees upon request to furnish Buyer a certificate to such effect and in such form as Buyer may from time to time require. Seller warrants that all of the items to be furnished hereunder which are subject to the Occupational Safety and Health Act of 1970, as amended, or the rules and regulations thereunder, will conform, at the time of delivery to Buyer, to all applicable standards and requirements set forth in said Act or rules and regulations thereto and that the use by Buyer of such items, if used by Buyer in the manner prescribed in such regulations, will not cause Buyer to be in violation under the Act. Seller certifies compliance with the Fair Labor Standards Act of 1938, as amended, in the performance of this contract.

  13. Payment. If price is not stated in this Order, it is agreed that the items or services shall be billed at the price last quoted, or billed at the prevailing market price, whichever is lower. This Order must not be filled at a higher price than last quoted or charged without Buyer's specific authorization. It is also understood that the cash discount period will date from the receipt of the items or from the date of the invoice, whichever is later.

  14. Service of Process. In the event that any item or service furnished by Seller to Buyer hereunder is a component part of any product ultimately sold by Buyer which is the subject to an action brought against Buyer, in any jurisdiction, relating to the alleged defective quality or nature of such product, and in the event that Buyer, in its sole and reasonable discretion, deems that joinder and/or participation of Seller in such action would be appropriate considering the nature and subject matter of the action and Seller's possible liability therein, Seller hereby irrevocably empowers the official of the state in which the action is brought who is designated by the laws of that state as the appropriate person to receive service in the case of non-residents as Seller's agent for the acceptance of service of process in such action, provided that such process by reasonably, promptly forwarded by said agent to Seller.

  15. Remedies - Waivers. The rights, powers, privileges and remedies herein reserved shall be cumulative and in addition to any other for further rights, powers, privileges and remedies provided in law or equity. A waiver by Buyer of any right under this contract shall not affect any rights subsequently arising under the same or similar provisions hereof, nor shall it operate as a waiver of the provision or condition under which such rights arise. Nothing contained herein shall limit or affect the right of Buyer to cancel this contract for the default of Seller.

  16. Nonassignability. Neither this contract nor any interest hereunder shall be assignable by Seller without the prior written consent of Buyer.

  17. Governing Law. This contract shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

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