1. Purchaser agrees to purchase the items or goods shown on the Purchase Order.
2. The risk of loss or damage of the items or goods shall remain with Seller until the Purchaser physically receives the items or goods.
3. Seller warrants that the items or goods are merchantable, that they conform to any attachments and exhibits, specifications, drawings or notes and other information provided by the purchaser that they are as described on the face of the Purchase Order, and that the goods or items conform to any representation made by the seller, its agents or employees.
4. Purchaser shall have the right to inspect the goods or item before paying or accepting them. After payment, Purchaser reserves the right to reject any goods or items which, upon further inspection.
5. Seller and Purchaser shall have all remedies afforded by the Uniform Commercial Code in effect in the State of Ohio.
6. Seller agrees to create, maintain and make available complete records related to the process of manufacture, quality control, inspections, certifications as to the dimensions and quality of materials included or incorporated into the goods purchased hereunder by Seller and any outside vendors, and all records related or pertaining to dimensions and quality of the goods purchased hereunder. Seller agrees to make all such records available to the Purchaser, the Purchaser’s customer, and any applicable regulating authority for a minimum of 7 years.
7. This writing is intended by the parties as a final expression of their agreement, and is intended also as a complete and exclusive statement for the terms of their agreement.
8. Purchaser may withdraw this offer any time prior to acceptance.
9. Deliveries must be on time per the Requested date listed on the Purchase Order. Changes of deliveries, specifications or instructions of any kind must be submitted to EST Analytical in writing. These changes cannot be made without the express written approval of EST Analytical.
10. Purchaser will evaluate the seller based on timely deliveries on a quarterly basis.
11. This agreement shall be governed by the laws of the State of Ohio. In any dispute involving this Purchase Order, Including the interpretation of any of its items, the parties consent to the jurisdiction of the courts of Butler County, Ohio, and the parties waive the right to a trial by jury.
12. Acceptance of this offer must be made on its exact terms. And if additional or different terms are proposed by Seller, Seller’s response shall constitute a counteroffer.
13. The seller agrees to notify EST Analytical if any non-conforming material is shipped to us. Seller agrees to make arrangements for EST Analytical to approve non-conforming material.
14. It is the Sellers responsibility to flow down to sub-tier suppliers the applicable requirements in purchasing documents and terms and conditions, including key characteristics where required.
15. Seller acknowledges that any technical data provided by the Buyer, including but not limited to drawings and specifications, are subject to the export control laws and Seller agrees that technical data received pursuant to these terms and conditions may be used only for the purpose specified by buyer and may not be exported by Seller from the United States or any other country which it is received without the prior written approval of Buyer. The term “export” includes revealing in the United States such technical data to non-US nationals. Seller further agrees, upon the request of Buyer, to return or destroy any technical data received from Buyer upon completion of the work specified by Buyer in its Purchase Order.
16. EST Analytical will not accept material overages in excess of purchase order quantity unless otherwise specified and agreed to prior to purchase.
17. Material that has a shelf life (expiration date) must have three quarters of its life available when received at EST Analytical.