Terms of Service
THE FOLLOWING STANDARD TERMS AND CONDITIONS (“TERMS OF SALE”) APPLY TO ALL SALES AND SERVICES BY PRECISION FLUOROCARBON, INC. (“PFI”). ANY OFFER OR PROPOSAL BY BUYER IS EXPRESSLY LIMITED TO THESE TERMS OF SALE. ANY PURCHASE ORDER, OFFER OR COUNTER-OFFER MADE BY BUYER WITH VARYING TERMS IS EXPRESSLY REJECTED BY PFI. NEITHER THE FAILURE OF PFI TO OBJECT TO A PURCHASE ORDER OR ANY OTHER COMMUNICATIONS FROM BUYER NOR ANY DEVELOPMENT, MANUFACTURE, OR SHIPMENT OF A PURCHASE ORDER BY PFI SHALL BE DEEMED AN ACCEPTANCE BY PFI OF ANY TERMS, WARRANTIES, OR CONDITIONS WHICH ARE ADDITIONAL TO, DIFFERENT FROM, OR CONFLICTING WITH THESE TERMS OF SALE, INCLUDING SITUATIONS IN WHICH PFI SATISFIES AN ORDER SUBMITTED ON BUYER’S OWN PURCHASE ORDER FORM.
Orders. No order shall be binding upon PFI until accepted by PFI in writing. All sales are limited to and expressly made conditional upon Buyer’s assent to these Terms of Sale. Such written acknowledgment by PFI and these Terms of Sale comprise the entire agreement between PFI and Buyer. Buyer shall be deemed to agree to these Terms of Sale upon the earlier of Buyer’s acceptance of PFI’s quotation, acceptance of delivery of goods or services, or the issuance of a purchase order to PFI. Terms and conditions at variance with these Terms of Sale are not binding upon PFI unless expressly accepted in writing by a duly authorized representative of PFI. Orders accepted by PFI cannot be cancelled by Buyer except with PFI’s written consent and upon terms that will indemnify PFI against loss, including without limitation compensation for all costs of performance incurred by PFI through cancellation. Buyer may, prior to delivery, request changes in the specifications of the product or the quantity ordered; provided however, any such change shall be subject to written acceptance by PFI. Buyer agrees to pay any and all additional direct or indirect costs occasioned by Buyer’s change order.
Prices. Written quotations expire thirty (30) calendar days from the date of PFI’s quotation unless otherwise specified in writing by PFI. Verbal quotations are not binding upon PFI. Legal delivery and prices are F.O.B. PFI’s facility and quoted prices do not include transportation charges. Unless otherwise prohibited by law, all sales, excise, use or similar taxes charged by any national, federal, state or local government or relevant authority upon the production, manufacture, distributions, sale or use of goods or services, which PFI may be required to pay or collect, shall be in addition to PFI’s quoted price and shall be paid by Buyer, unless Buyer provides PFI with valid exemption certificates acceptable to the relevant taxing authorities. PFI reserves the right to revise final quoted prices of work in progress resulting from any change to the order by Buyer.
Quantities. All quotations are based on Buyer accepting over run or under run on each individual item not exceeding 5-10% of quantities ordered. Where closer control of quantity is required special arrangements must be made, otherwise PFI’s responsibility is only to deliver a quantity within this range.
- Terms of Payment. All invoices are payable in U.S. dollars unless otherwise agreed in writing by PFI. Invoices are payable thirty (30) days from the date of invoice unless other approved in writing by PFI. A monthly finance charge of 1.5% (18% per annum) may be imposed on any past due portions of Buyer’s account. Acceptance of bank drafts, checks or other form of payment shall be subject to immediate collection of the full face amount. PFI may, at its discretion, impose a transaction fee on payments processed via wire or by Letter of Credit (“LOC”). PFI reserves the right at any time to suspend credit or to change credit terms when in PFI’s sole opinion Buyer’s financial condition warrants. PFI may demand payment or irrevocable LOC in advance of shipment if, in PFI’s discretion, the credit or financial condition of Buyer is, or is about to become, impaired or Buyer has insufficient credit history with PFI. If Buyer delays or defers delivery beyond the scheduled date, payment may be due in full when PFI is prepared to ship the goods or perform the services. The goods may thereafter, at PFI’s option, be stored at Buyer’s risk and expense. In the event of nonpayment of an invoice when due, and without prejudice to other lawful remedies, PFI shall have the right to suspend further work or the delivery of future goods or services with Buyer until such invoice is paid in full. If such invoice remains unpaid for more than ten (10) days after written demand for payment, PFI may terminate its contract with Buyer without penalty.
- Delivery. PFI will use commercially reasonable efforts to meet delivery dates stated in advance of actual shipment of goods or performance of service, but in no event shall such quoted delivery dates be deemed to represent fixed or guaranteed delivery dates. PFI shall not be liable for any damage resulting from any non-delivery or delay due to any cause beyond PFI’s control, including without limitation: act of Buyer; act of God; embargo; other governmental act, regulation or request; fire; accident; strike; war; boycott; slowdown; riot; or delay in transportation or inability to obtain necessary labor, materials or manufacturing facilities. Should PFI be unable to fulfill its total commitments to all customers based upon any such occurrence or otherwise, Buyer agrees to accept as full and complete performance by PFI, deliveries in accordance with such plan or proration as PFI may adopt.
- Shipment Terms/Risk of Loss. Unless otherwise agreed in writing, all sales are made F.O.B. Precision Fluorocarbon, Inc., Tomball, Texas, and Buyer shall pay the cost of any and all carriers and freight along with any and all export taxes and fees. Upon delivery of goods by PFI to the carrier for shipment to Buyer, all risk of loss, damage and other incidents of ownership shall immediately pass to Buyer, subject to all of PFI’s rights until paid in full. Buyer should state explicitly the method of shipment preferred when ordering and, in the absence of shipping directions, PFI shall be the sole judge of the best method of routing shipment. If any shipments are delayed by Buyer, all such goods held by PFI shall be at the sole risk and expense of Buyer. In the event Buyer requests expedited shipping and handling, Buyer must pay all reasonable expediting and increased shipping fees and expenses. PFI will provide commercial packaging, adequate under normal conditions, to protect the goods in shipment and identify the contents. Any special packaging requested by Buyer will be done at Buyer’s expense.
- Claims. If Buyer claims delivery is not as ordered, Buyer must notify PFI within five (5) days of receipt of shipment. Buyer will be deemed to have inspected and accepted any shipment if within five (5) days after Buyer’s receipt of goods or services, Buyer has not notified PFI in writing that such goods or services are rejected. Claims for defect or shortage must be detailed including grounds therefore. If such claim is sustained, PFI shall, at its option, repair, replace, credit or complete order. Charges for repair or inspection of parts by Buyer without prior authorization will not be honored. PFI shall have the option of inspecting the goods on Buyer’s premises or of taking back the goods and deciding whether to replace goods or credit Buyer. No goods may be returned by Buyer for any reason without PFI’s prior written approval. PFI will not allow claims on those goods further processed by Buyer resulting in change of dimension or characteristics from parts ordered.
- Warranty. Buyer expressly acknowledges that it has selected and ordered goods based upon its own skill and judgment and agrees that it is responsible for ensuring that the goods selected are fit for Buyer’s purpose. Buyer further expressly acknowledges that it has provided PFI with all designs, drawings, plans and/or specs for the manufacture of such goods. PFI warrants only that such goods have been produced in accordance with PFI’s standard practices with regard to materials and workmanship and no samples or prior description of goods shall constitute an express warranty. If goods are nonconforming, PFI, at its option and subject to the terms of paragraphs 7 and 9 herein, may either allow Buyer to return the goods and receive repayment of the price or repair or replace the goods. No goods are to be returned to PFI without prior written consent of PFI.
The performance of a service by PFI with respect to machinery, apparatus, accessories, materials, or supplies provided by Buyer or not manufactured by PFI are specifically excluded from PFI’s warranty. All warranties with respect to machinery, apparatus, accessories, materials or supplies not manufactured by PFI shall be limited to the respective warranties of the manufacturers thereof, if any, which PFI may be permitted to pass on to Buyer. The effects of corrosion, erosion, misuse, improper installation (if not by PFI), neglect and normal wear and tear are specifically excluded from PFI’s warranty.
PFI shall have no obligation under this warranty if damage results from Buyer’s failure to comply with PFI’s written storage, handling or operating instructions, or from Buyer’s modification, abuse, misuse, or unauthorized repair of goods. No agent, employee or representative of PFI has authority to bind PFI to any affirmation, representation or warranty concerning the goods sold.
- Buyer Supplied Materials. Buyer warrants that any materials, inserts, or parts supplied to PFI will conform to all indicated specifications and will be timely delivered. PFI shall not be liable for any damages related to parts or materials supplied by Buyer, including damage to the part or material itself, or damage caused by defective materials inserts, or parts. PFI extends no warranty and shall not be liable for any PFI goods that are defective as a result of Buyer supplied materials, inserts, or parts. Buyer shall be required to purchase any goods into which PFI incorporated any non-conforming or defective Buyer-supplied materials, inserts, or parts at the current market rate for comparable goods free of defects as well as reimburse PFI for all work performed in relation to such goods. Additionally, Buyer is liable to pay for all associated costs incurred by PFI due to Buyer’s selection of noncompliant or defective designs and materials. These associated costs are calculated based upon any additional costs incurred by PFI in managing the noncompliant or defective goods, including without limitation all reworks, investigations and other consequential costs. PFI shall not be responsible for any selection made by Buyer and will not have any liability of Buyer for any loss, damages, costs or expenses suffered by Buyer as a result thereof. Under no event shall PFI be liable for any claims for special, indirect, incidental, collateral, consequential, punitive, or special losses or damages of a service with respect to machinery, apparatus, accessories, materials or supplies provided by Buyer or not manufactured by PFI.
- Indemnity / Limitation of Liability. The liability of PFI, on any claim of any kind, whether based on warranty, contract, tort (including negligence), or otherwise, for any loss or damage arising out of, connected with, or resulting from this contract, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any goods or services covered by or furnished under these Terms of Sale shall in no case exceed the purchase price of such goods and services, regardless of cause or fault. Subject to the provisions of Section 7 hereof, Buyer’s remedies are limited to return of non-conforming goods and repayment of the purchase price or to the repair and replacement of non-conforming goods at PFI’s option.
PFI SHALL NOT BE LIABLE, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING PFI’S SOLE OR CONCURRENT NEGLIGENCE) OR OTHER GROUNDS, FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF BUYER FOR SUCH DAMAGE. THE FOREGOING STATES PFI’S ENTIRE AND EXCLUSIVE LIABILITY AND BUYER’S EXCLUSIVE AND SOLE REMEDY. PFI WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR CONTINGENT DAMAGE OR EXPENSE ARISING DIRECTLY OR INDIRECTLY FROM ANY DEFECT IN ITS GOODS OR FROM THE USE THEREOF, NOR IS ANY OTHER PERSON AUTHORIZED TO ASSUME FOR PFI ANY SUCH LIABILITY.
Should Buyer modify and/or incorporate goods provided by PFI into another component or part, Buyer agrees to hold harmless and indemnify PFI from an and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage.
- Tools/Dies. All special tooling, molds, dies, forms, jigs, fixtures, programs, gauges, patterns and other equipment used in the manufacture of PFI’s goods and services shall remain property of PFI unless otherwise expressly stated in writing.
- Intellectual Property. PFI shall retain all rights, title and interests in any intellectual property rights embodied in or associated with its manufacturing processes and equipment. Unless PFI and Buyer mutually agree otherwise in writing, PFI owns all rights, title and interest in any custom developments relating to its manufacturing processes and equipment.
- Patent Infringement. PFI does not intend to manufacture any goods which infringe on any patent, copyright, trademark or trade name. PFI is providing goods and services at Buyer’s request based upon Buyer’s instructions and design. Buyer will defend PFI in any action, including civil or criminal, brought against PFI for infringement or misuse of intellectual property related to the filling of Buyer’s orders, and Buyer shall hold harmless and reimburse PFI for all expenses and damages (including without limitation direct, indirect, incidental, collateral, consequential, punitive, or special) resulting from any such claims of infringement. This will apply to all orders for individual parts or assemblies.
- Security Interest. PFI shall retain a security interest in goods manufactured for Buyer until PFI receives payment in full. Buyer shall keep the goods in good repair and free from all security interests, liens and encumbrances and shall assume all charges for storage and shall fully insure same, at its expense against loss from any cause. Any loss, destruction, or damage shall not operate to relieve Buyer from its payment obligations to PFI.
- Governing Law and Severability. These Terms of Purchase shall be construed and interpreted under, and all respective rights and duties of the parties shall be governed by, the laws of the State of Texas, excluding conflict law rules. All actions commenced pursuant hereto shall be brought in a court of competent jurisdiction in Harris County, Texas. If any provision of these Terms of Purchase is held to be prohibited or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting the remainder of such provision or the remainder of this Purchase Order.
- Waiver. The remedies of PFI provided for herein shall be cumulative and shall be in addition to any other or further remedies provided in law or equity. No delay in the exercise of or the failure to exercise any right, remedy, or power of PFI shall be construed to be a waiver thereof, and such right, remedy, or power may be exercised from time to time as often as may be deemed expedient by PFI.
- Assignment/Substitution. Buyer shall not assign its rights or obligations to PFI without the prior written consent of PFI.
- Entire Agreement. These Terms of Sale supersede all prior oral or written representations or agreements by the parties with respect to the subject matter hereof. These Terms of Sale may not be modified, amended or waived by oral agreement, course of performance, course of dealing or course of conduct, but only through a writing signed by a duly authorized representative of PFI.
PURCHASE ORDER TERMS & CONDITIONS
THE FOLLOWING STANDARD TERMS AND CONDITIONS (“TERMS OF PURCHASE”) APPLY TO ALL PURCHASE ORDERS OF PRECISION FLUOROCARBON, INC. (“PFI”) TO ANY SUPPLIER OF GOODS AND/OR SERVICES (“SUPPLIER”). SUPPLIER’S ACCEPTANCE OF ANY OFFER OR PROPOSAL BY PFI IS EXPRESSLY LIMITED TO THESE TERMS OF PURCHASE. THESE TERMS OF PURCHASE SHALL SUPERCEDE ALL PRIOR REPRESENTATIONS, QUOTATIONS, PROPOSALS, ORDERS, AGREEMENTS OR UNDERSTANDINGS. ANY PURCHASE ORDER, OFFER, OR COUNTER-OFFER MADE BY SUPPLIER WITH VARYING TERMS IS/ARE DEEMED MATERIAL ALTERATIONS OF PFI’S PURCHASE ORDER AND ARE EXPRESSLY REJECTED BY PFI. NEITHER PFI’S FAILURE TO OBJECT TO SUPPLIER’S ACKNOWLEDGMENT, CONFIRMATION, INVOICES, OR OTHER COMMUNICATIONS THAT MODIFY, ADD TO, OR ARE INCONSISTENT WITH THESE TERMS NOR THE ACCEPTANCE OF GOODS OR SERVICES BY PFI HEREUNDER SHALL BE DEEMED AN ACCEPTANCE BY PFI OF ANY TERMS, WARRANTIES, OR CONDITIONS THAT ARE ADDITIONAL TO, DIFFERENT FROM, OR CONFLICTING WITH THESE TERMS OF PURCHASE.
Acceptance and Entire Agreement. The sole manner of acceptance by Supplier of PFI’s purchase order (“Purchase Order”) shall be performance. PFI is not bound by any provisions at variance with these Terms of Purchase that may appear on any acknowledgment, confirmation, invoice or other communication used by Supplier, unless expressly accepted in writing by a duly authorized representative of PFI.
Prices. All prices are in U.S. dollars unless otherwise stated. Prices quoted by Supplier shall by F.O.B. PFI’s facility unless otherwise noted by PFI and shall include: (a) all services, labor, boxing, crating, packaging, shipping and handling, freight, duty drawback rights and warranties transferrable from Supplier to PFI; and (b) all U.S. and non-U.S. international, Federal, state, provincial and local taxes and customs duties, the amount of which taxes and duties shall be itemized separately on Supplier’s invoice. All taxes and other governmental charges upon the production, manufacturer, distribution, sale or use of the goods, to the extent required or not forbidden by law to be paid by Supplier, shall be paid by Supplier. Supplier shall inform PFI of any duty drawback rights transferable from Supplier to PFI and supply any documents necessary for PFI to acquire such rights. Supplier shall reimburse PFI or apply credit against the price of the goods for any custom duties owed or paid by Supplier for which drawback rights exist and which are not validly and promptly transferred to PFI.
Changes to Order. PFI shall have the right at any time to make written modifications to a Purchase Order. Should any change affect prices (or delivery time) contained in the Purchase Order, Supplier shall, before proceeding, notify PFI of any price change (or changes in delivery time). No modification to PFI’s Purchase Order shall be effective unless in a written change order signed by PFI and acknowledged by Supplier. Any charge for changes not so authorized by PFI is invalid and unenforceable.
Cancellation/Termination. PFI may cancel all or any part of PFI’s Purchase Order without charge, cost, obligation or penalty: (a) if Supplier fails to deliver the goods in accordance with any delivery or performance dates specified in PFI’s Purchase Order; (b) if Supplier fails to comply with any other provision of these Terms of Purchase and does not cure such failure within a period of ten (10) business days after notification by PFI or such longer period as PFI may authorize in writing; or (c) if Supplier becomes insolvent, is subject to the Bankruptcy courts, enters into an arrangement with its creditors, is put into liquidation or has a receiver appointed. PFI shall not be liable for any direct, indirect, special, incidental, punitive or consequential damages or payment resulting from its cancellation of all or any party of PFI’s Purchase Order. PFI also reserves the right to cancel this Purchase Order in whole or in part at any time, for its convenience, by written notice to Supplier. Immediately upon receipt of such notice, Supplier shall stop all performance hereunder except as otherwise directed by PFI. If Supplier is not in default of any of its obligations hereunder at the time of such termination, PFI shall pay to Supplier as its sole and exclusive remedy, an amount equal to those reasonable and documented costs incurred by Supplier prior to termination; provided, however, that the above amount, plus any prior payments, shall in no event exceed the purchase price of the goods.
Assignment/Substitution. Supplier shall not assign its rights, or delegate or subcontract its performance under this Purchase Order in whole or in part without prior written consent from PFI. Any attempted assignment, delegation, or subcontracting without PFI’s prior written consent or any substitution by Supplier of goods which are alternatives to the goods which PFI has ordered shall be void and shall constitute a material breach by Supplier of PFI’s Purchase Order and these Terms and Conditions.
Warranty. In addition to all warranties implied by fact or law and all other express warranties made by Supplier, Supplier warrants that the goods shall: (i) be new unless otherwise specified; (ii) conform as to quantity, quality and description with the specifications contained in PFI’s Purchase Order; (iii) be free of all defects in design, materials and workmanship; (iv) conform to any specifications, drawings, samples, or other descriptions furnished or provided to PFI by Supplier; (v) be merchantable and free from any defects in design, workmanship, and materials; (vi) be delivered free of any encumbrance, lien or security interest of a third party; (vii) be delivered free of the rightful claim of any third person by way of infringement of copyright, patent or trademark; (viii) be adequately contained, packaged, and labeled, and conform to the promises and affirmation of fact made on the container and label, if any; (ix) comply with all statutory requirements and relations relating to the goods; and (x) if the purpose for which the goods are required is indicated in PFI’s Purchase Order or known by Supplier, either expressly or by implication, be fit for that purpose. Supplier hereby affirms any and all express and implied warranties that may arise from course of dealing or usage of trade. These warranties are cumulative and shall extend eighteen (18) months from the date of delivery. All warranties shall survive any inspection, delivery, acceptance, or payment. Any replacement or repair of materials or correction to workmanship shall be additionally covered by a Supplier warranty for a period of one (1) year from the date the defect is remedied.
Non-Conforming Goods. All goods furnished pursuant to PFI’s Purchase Order are subject to final inspection and approval by PFI. Any goods not in compliance with any specifications or other requirements of PFI’s Purchase Order or these Terms and Conditions, including the warranties above, are subject to rejection by PFI, and any or all of such goods may be returned to Supplier at Supplier’s expense. No goods returned as non-conforming shall be replaced unless authorized by PFI. Upon PFI’s election, Supplier shall replace or repair the defective or nonconforming goods and pay for all related expenses, including without limitation transportation charges for the return of the defective or nonconforming goods to Supplier and the delivery of repaired or replacement goods to PFI. Otherwise, Supplier shall return to PFI any payments paid to Supplier for non-conforming goods that have been returned to Supplier but not replaced. Any payments for goods made prior to PFI’s inspection shall not constitute an acceptance of said goods or impair the remedies of PFI hereunder or as provided by law.
Title and Risk of Loss. Unless otherwise specified in PFI’s Purchase Oder, all goods shall be shipped F.O.B. PFI’s facility in Tomball, Texas (or such other destination as expressly designated by PFI). All title and risk of loss for the goods shall remain with Supplier until the goods are delivered to PFI at PFI’s facility in Tomball, Texas (or such other destination designated in PFI’s Purchase Order). All goods must be suitably packed, marked, and shipped in accordance with the requirements of applicable common carriers in a manner to secure the lowest transportation cost. No charge shall be made by Supplier for packing, boxing, drayage, or storage unless otherwise stated in PFI’s Purchase Order or these Terms and Conditions.
Indemnification. SUPPLIER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS PFI AND ITS AGENTS, OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, PENALTIES, COSTS, OR EXPENSES (INCLUDING WITHOUT LIMITATION COURT COSTS, ALL ATTORNEY’S FEES, ALL OTHER COSTS OF INVESTIGATION AND LITIGATION AND REASONABLE LOST PROFITS) RESULTING DIRECTLY OR INDIRECTLY: (A) FROM ANY BREACH OF ANY WARRANTY, WHETHER EXPRESSED OR IMPLIED INCLUDING WITHOUT LIMITATION, DEATH OR INJURIES TO PERSONS AND/OR PROPERTY DAMAGE CAUSED BY DEFECTIVE MATERIALS OR WORKMANSHIP; (B) FROM INFRINGEMENT OF PATENTS, COPYRIGHTS OR TRADEMARKS RESULTING FROM THE USE, POSSESSION OR OWNERSHIP OF GOODS BY PFI; (C) AND FOR DAMAGE TO PROPERTY OF PFI OR OTHERS OF WHATSOEVER KIND OR NATURE, OR INJURIES TO PERSONS (INCLUDING BUT NOT LIMITED TO DEATH) ARISING DIRECTLY OR INDIRECTLY FROM THE NEGLIGENCE OR WILLFUL AND WANTON ACTS OR OMISSIONS OF SUPPLIER, ITS AGENTS, INDEPENDENT CONTRACTORS, SUBCONTRACTORS, OFFICERS, OR EMPLOYEES AND WHETHER OR NOT CAUSED OR CONTRIBUTED TO, IN WHOLE OR IN PART, BY THE NEGLIGENT ACTS OR OMISSIONS OF PFI OR ANY OF ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, AND ASSIGNS, OR ANY OTHER PERSON OR ENTITY.
Payment. Supplier shall issue an invoice to PFI on or after delivery. PFI shall pay all properly invoiced amounts due to Supplier within thirty (30) days after PFI’s receipt of such invoice, except for any amounts disputed buy PFI in good faith. In the event of a payment dispute, PFI shall provide a reasonably detailed description of each disputed item. The parties shall seek to resolve any disputes expeditiously and in good faith. Supplier shall continue performing its obligations under PFI’s Purchase Order notwithstanding any dispute.
Safety Requirements. Supplier shall provide to PFI, prior to the delivery of any goods, appropriate Material Safety Data Sheets and/or Hazardous Material Data Sheets where applicable. Supplier warrants that the quality of the goods supplied to PFI comply in all respects with all safety and other requirements by any statute or other instrument having the force of law, as well as all environmental laws and regulations that apply to the goods at the time delivered to PFI pursuant to PFI’s Purchase Order.
Special Tooling. All special tooling, molds, dies, forms, jigs, fixtures, programs, gages, patterns and other equipment furnished by PFI to Supplier shall remain property of PFI, shall be subject to removal upon PFI’s instruction and shall be used only in filling PFI’s orders. All such special tooling shall be held at Supplier’s risk and Supplier shall maintain all such items in good order and condition and insure them against all risks while in Supplier’s custody in an amount equal to the replacement cost, with loss payable to PFI, and upon completion of PFI’s Purchase Order, or as otherwise directed by PFI, return them to PFI in good order and condition. Copies of policies or certificate of such insurance shall be furnished to PFI on demand. Supplier must have systems in place to ensure that PFI’s property is clearly identifiable.
Confidentiality. Any Confidential Information of PFI disclosed to Supplier in connection with PFI’s Purchase Order is confidential, solely for the use of performing PFI’s Purchase Order, and may not be disclosed or copied unless authorized in advance by PFI in writing. For purposes of these Terms of Purchase, “Confidential Information” includes any non-public, proprietary information that is not known to Supplier at the time of disclosure, including but not limited to trade secrets, intellectual property, specifications, technical data, inventions, discoveries, client information, customers information, or any other confidential mater acquired by Supplier by reason of PFI’s Purchase Order.
Non-Waiver of Remedies. The remedies of PFI provided for herein shall be cumulative and shall be in addition to any other or further remedies provided in law or equity. No delay in the exercise of or the failure to exercise any right, remedy, or power of PFI shall be construed to be a waiver thereof, and such right, remedy, or power may be exercised from time to time as often as may be deemed expedient by PFI.
Governing Law and Severability. These Terms of Purchase shall be construed and interpreted under, and all respective rights and duties of the parties shall be governed by, the laws of the State of Texas. All actions commenced pursuant hereto shall be brought in a court of competent jurisdiction in Harris County, Texas. If any provision of these Terms of Purchase is held to be prohibited or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting the remainder of such provision or the remainder of this Purchase Order.
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