Purchase Order Terms and Conditions

West Coast Industries, Inc.

1. DEFINITION AND EXPLANATION

"Buyer" means West Coast Industries, Inc., its divisions or subsidiaries. "Seller" means the party with whom Buyer is contracting and any reference to "vendor", "subcontractor", "contractor" or "supplier" shall also mean Seller. "Purchase Order" ("Order") means the name or title of the instrument of contracting, including all documents, exhibits and attachments referenced thereon. "Products" means those goods, supplies, materials, articles, items, parts, components or assemblies described in this Order.

2. ACCEPTANCE OF ORDER

This Order is Buyer’s offer to Seller. Seller’s Acceptance is expressly limited to the terms of the Order and Buyer hereby objects to any additional or different terms in Seller’s Acceptance. Seller accepts this Order as written by executing and returning to Buyer the Acceptance or Acknowledgment copy of the Order, or by beginning performance.

3. COMPLETE AGREEMENT

This Order is the complete and exclusive statement of the terms of agreement between Buyer and Seller.

4. MODIFICATION

No modification of this Order (including any additional or different terms in Seller’s acceptance) shall be binding on Buyer unless agreed to in writing and signed by Buyers duly authorized Purchasing Representative.

5. PACKING AND SHIPPING

Except as otherwise specified in the Purchase Order or referenced documents, normal commercial packaging and packing shall be utilized to assure receipt of acceptable merchandise. No packing or carting charges are authorized without written approval. Seller shall mark all packages and correspondence with the Purchase Order and the Part Number.

6. DELIVERY

Seller shall deliver strictly according to the schedule specified or referred to in this Order. Articles shipped in advance of schedule may be returned to Seller at Seller’s expense. Seller shall ship exact quantity unless a quantity variance is indicated. Upon failure of Seller to deliver as agreed, Buyer may cancel this Order in whole or in part and be relieved of all liability for any undelivered portion in addition to any other rights or remedies. A waiver by the Buyer of its right to cancel by acceptance of any item after the scheduled delivery date or otherwise, shall not constitute a waiver of such right as to future deliveries. Unless otherwise agreed in writing, Seller shall not unreasonably anticipate schedule by the purchase of articles or manufacture of quantities exceeding those reasonably required to meet delivery dates. Seller will promptly notify Buyer in writing of delays and the cause. In case of delinquent deliveries, Seller agrees to make express shipments at its own expense if requested by Buyer.

7. INVOICE AND PAYMENT

Unless otherwise specified, a separate invoice shall be issued for each shipment. No invoice shall be issued prior to shipment of Products. No payment will be made prior to receipt of Products and correct invoice. Buyer reserves the right to delay payment until Products have been accepted. Payment due dates, including discount periods, will be computed from date of receipt of Products and correct invoice (whichever is later). Unless freight and other charges are itemized, any discount will be taken on the full amount of the invoice. Buyer has the right, without loss of discount privileges, to par invoices covering Products shipped in advance of the schedule on the normal maturity after the date specified for delivery. Any payment shall not constitute acceptance of the Products.

8. QUALITY, INSPECTION, ACCEPTANCE AND REJECTION

  1. All products are subject to final inspection and acceptance at destination, notwithstanding the F.O.B. point or any payment or prior inspection at source. Final Inspection and acceptance will be made at a reasonable time after receipt of Products.
  2. Inspection and Acceptance of any Products by Buyer shall not be deemed to alter or affect the obligations of Seller or the rights of Buyer and its customers under warranties herein or as may be provided by law.
  3. Buyer’s failure to inspect any of the Products hereunder shall neither relieve Seller from responsibility for such Products as are not in accordance with the requirements of this Order nor impose liability on Buyer therefor.
  4. Seller will immediately notify Buyer when there is a possibility that any nonconforming material has been shipped. The notification will include clear details of the nonconformance, listing of suspect parts (including serial number(s), lot number(s), manufactured date(s), quantity, delivery date) immediate corrective action, and listing of any similar parts which may be affected within 2 business days of any suspected nonconforming product. Nonconforming material detected prior to shipment will be held until disposition is received from Buyer.
  5. Any tender of Products which is nonconforming as to the quality, quantity, or delivery schedule shall constitute a breach of this Order and Buyer shall have the absolute right to reject such Products. Buyer shall notify Seller as to such rejection and Buyer shall have all remedies as provided by law and this Order.
  6. West Coast Industries, Inc. and its customers, including regulatory agencies) have the right of entry into Seller’s facilities to determine and verify quality of work, records, and material. Where specified in the Order, West Coast Industries, Inc. and its customers, including regulatory agencies) have the right of entry into Seller’s facilities to verify that subcontracted Product conforms to specified requirements.
  7. Seller shall submit any alterations / changes to materials and/or processes, suppliers or facilities to buyer for approval before implementation of changes.
  8. Seller shall flow down all quality requirements from Buyer and through us from our customers to their sub-tier suppliers.
  9. Seller shall provide documentation for each lot produced, including:

Certification of Conformance

Certificates for all materials and processes

Inspection report for the hardware produced

9. RECORDS RETENTION

The seller shall ensure that all records pf services and material are retained for a period of 10 years from the date of delivery.

10. COMPLIANCE WITH LAWS

  1. Federal, State and Local Laws. Seller warrants that in performance of this Order, it will comply with all applicable Federal, state and local laws. On its invoice or in other form satisfactory to Buyer, Seller shall submit certification that the Products covered by this Order were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act (29 U.S.C. 201-219) as amended, and of regulations and orders of the U.S. Department of Labor issued under Section 14 thereof.
  2. Equal Opportunity. West Coast Industries is an "Equal Opportunity" employer and Seller shall, therefor, comply with the provisions of the President’s Executive Order 11246 as supplemented and all related regulations of the Department of Labor.

11. GUARANTEE OF PRODUCT SOURCE(S)

The seller shall ensure that only new and authentic materials are used in products delivered to Buyer. The Seller may only purchase parts from Original Component Manufactures (OCMs), OCM franchised distributors, or authorized aftermarket manufacturers. Use of product not provided by these sources is not authorized unless first approved in writing by Buyer.