ACKNOWLEDGMENT NECESSARY
This order shall not be effective nor shall Thermal-Vac Technology, Inc. be obliged to pay monies called for hereunder unless seller shall have supplied Thermal-Vac Technology, Inc. with written acknowledgement of acceptance hereof or shipped against this order.
DELIVERY
Unless otherwise specified herein, delivery shall be F.O.B. Thermal-Vac Technology, Inc.’s place of business or F.O.B. such other location as specified herein. Delivery shall be made on or before the date specified herein. Late deliveries will go against the seller’s quality rating with Thermal-Vac Technology. TIME IS ALWAYS OF THE ESSENCE WITH OUR PARTS AND MATERIALS.
INSPECTION
All materials are subject to final inspection and approval at destination. Where specification number is noted for items, seller must supply a report confirming manufacturing of items to the specification and such report must accompany items upon delivery. This report must bear Thermal-Vac Technology, Inc.’s purchase order and all identifying information to the material as described in the purchase order.
CHANGES
The supplier is required to notify Thermal-Vac Technology, Inc. if a change is made to the product or process definition, change of suppliers and change of manufacturing facility location.
PRICE WARRANTY
Seller warrants that the prices and terms agreed to herein shall constitute, the total price with no additional charge to be added without Thermal-Vac Technology, Inc.’s express written consent. Thermal-Vac Technology, Inc. shall pay for the goods within forty-five (45) days of receipt of invoice, unless other terms are agreed upon herein.
QUALITY REQUIREMENTS
All suppliers who are approved to supply goods and/or services related to products for sale by Thermal-Vac Technology, Inc. are subject to the latest revision of Thermal-Vac Technology, Inc’s Supplier Purchase Order Provisions (QP-742).
RISK OF LOSS
Seller shall be absolutely liable for the safe keeping and the preservation intact of materials, tools, design, patterns, drawings, and other property of Thermal-Vac Technology, Inc. in its possession and shall replace or repair without cost or expense to Thermal-Vac Technology, Inc. all such property which is lost, damaged or destroyed while in Seller’s possession.
ATTORNEY’S FEES
In the event either party shall bring any action to enforce or protect any of its rights under this Agreement, the prevailing party shall be entitled to recover, in addition to its damages, its reasonable attorney’s fees and costs incurred in connection therein.
GOVERNING LAW AND FORUM
This Agreement shall be governed in all respects solely and exclusively by the laws of the State of California, U.S.A. without regard to conflict of laws principles. The parties hereto expressly consent, and submit themselves, to the exclusive jurisdiction of the courts of California, and it is stipulated that venue shall be in Orange County for the adjudication or disposition of any claim, action or dispute arising out of this Agreement.
GUARANTEE AND INDEMNITIES
Seller further guarantees to compensate the buyer for all reasonable costs incurred due to non-conforming products. Seller agrees that in the event it becomes necessary for the Seller to come upon Thermal-Vac Technology, Inc.’s premises during delivery or installation or servicing of any of the material or equipment covered by this order, that Seller will indemnify and hold harmless the Thermal-Vac Technology, Inc., its officers and employees from any property damage or personal injury of whatsoever kind or nature during such delivery, installation or performance of service. Seller furthermore agrees to abide by Thermal-Vac Technology, Inc.’s Safety Guidelines for Contractors while performing work on the Thermal-Vac Technology, Inc. Campus.
ASSIGNMENT
This contract may not be assigned without the written consent of Thermal-Vac Technology, Inc.